Exhibit 4.3
OFFSHORE DEBENTURE SECURITIES SUBSCRIPTION AGREEMENT
This Offshore Debenture Securities Subscription Agreement is executed in
reliance upon the transaction exemption afforded by Regulation S ("Regulation
S") as promulgated by the Securities and Exchange Commission ("SEC"), under the
Securities Act of 1933, as amended ("1933 ACT").
This Agreement has been executed by the undersigned in connection with the
private placement of Seven(7) percent convertible Debentures of
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
000 XXXXXXX XXXXXX, XXX. 0000
XXX XXXX, XX 00000
National Association of Securities Dealers Automated Quotation System Symbol
("AIPN") a corporation organized under the laws of Nevada, United States of
America (hereinafter referred to as the "ISSUER")
The undersigned
NAME:
ADDRESS:
a Corporation organized under the laws of United Arab Emirates a non USA
Jurisdiction (hereinafter referred to as the "HOLDER"), hereby represents and
warrants to, and agrees with ISSUER as follows:
1. Agreement to Subscribe; Purchase Price.
a. The undersigned hereby subscribes for and agrees to purchase
that number of the ISSUER'S 7% Convertible Debentures convertible
into shares of Common Stock; $.08 par value per share (the
"Shares") of the ISSUER, substantially in form of the Debenture
attached hereto as Form of Debenture (singly a "Debenture", and
collectively the "Debenture") at par value. (The Debentures and
the Shares into which they are convertible are collectively
referred to as the "Securities")
b. Form of Payment. HOLDER shall receive Two Million United States
Dollars (US $2,000,000.00) face amount of the Issuers Debentures
of the total consideration of One Million Five Hundred Thousand US
Dollars (US$1,500,000.00), payable by wire transfer in United
States Dollars on or before January 31, 1997 into the account as
follows:
First Union Special Account
Xxxxxxxxxx Xxxxxx & Xxxxxxx
Atlanta, GA
ABA #000000000
Account #: 2080000365174
Include: Originators Name
Notify: Xxxxxx Xxxxx of Xxxxxxxxxx Xxxxxx & Xxxxxxx (000) 000-0000
2. HOLDER Representations; Access to Information; Independent Investigation.
a. Offshore Transaction, HOLDER represents and warrants to
ISSUER as follows:
(i) Neither the HOLDER or any person or entity for whom the
HOLDER is acting as fiduciary is a U.S. person, meaning any one of
the following:
(1) any natural person resident in the United States of
America;
(2) any partnership or corporation organized or incorporated
under the laws of the United States;
(3) any estate of which any executor or administrator is a
U.S. person;
(4) any trust of which any trustee is a U.S. person;
(5) any agency or branch of a foreign entity located in the
United States;
(6) any non-discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary for
the benefit or account of a U.S. person;
(7) any discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary organized,
incorporated, or (if an individual) resident in the United States;
and
(8) any partnership or corporation if:
(A) organized or incorporated under the laws
of any foreign jurisdiction; and
(B) formed by a U.S. person, principally for
the purpose of investing in securities not
registered under the 1933 Act, unless it is
organized or incorporated, and owned by an
accredited investors (as defined in Rule
501(a) under the 1933 Securities Act) who are
not natural persons, estates or trusts
(whenever such term is used herein, it shall
have the meaning given in Regulation S);
(ii) At the time the buy order was originated, HOLDER was outside
the United States and is outside of the United States as of the
date of the execution and delivery of this Agreement; no offer to
purchase the Securities was made in the United States.
(iii) HOLDER is purchasing the Securities for its own account or
for the account of beneficiaries each of whom has entered into an
Offshore Debenture Securities Subscription Agreement with the
HOLDER in a form similar to this Agreement with the effect such
that all representations, warranties and agreements herein were
made directly by such beneficiary.
(iv) Each distributor participating in the offering of the
Debentures to the HOLDER, if any, has agreed in writing that all
offers and sales of the Securities prior to the expiration of a
period commencing on the date of the closing of the offering of
the Debentures and ending 40 days thereafter (the "Restricted
Period") shall only be made in compliance with the safe harbor
contained in Regulation S, pursuant to registration of Securities
under the 1933 Act or pursuant to an exemption from registration.
(v) HOLDER represents and warrants and hereby agrees that all
offers and sales of the Securities prior to the expiration of the
Restricted Period or thereafter shall only be made in compliance
with the safe harbor contained in Regulation S, pursuant to
registration of Securities under the 1933 Act or pursuant to an
exemption from registration, and all offers and sales after the
Restricted Period shall be made only pursuant to such a
registration or to such exemption from registration.
(vi) All offering documents received by HOLDER include statements
to the effect that the Debentures and the Shares have not been
registered under the 1933 Act and may not be offered or sold in
the United States or to U.S. person or for the account or benefit
of a U.S. person (other than distributors as defined in Regulation
S) during the Restricted Period or thereafter, unless the
Securities are registered under the 1933 Act or an exemption from
the registration requirements is available.
(vii) HOLDER acknowledges that the purchase of the Securities
involves a high degree of risk and further acknowledges that it
can bear the economic risk of the purchase of the Securities,
including the total loss of its investment. HOLDER acknowledges
that it has obtained the advice of competent legal counsel in its
domicile jurisdiction that it is qualified under the laws of its
domicile to purchase the Securities offered hereunder and that the
offer and sale of said Securities will not violate the laws of its
domicile jurisdiction.
(viii) HOLDER understands that the Securities are being offered
and sold to it in reliance on specific exemptions from the
registration requirements of Federal and State securities laws and
that the ISSUER is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgements and
understandings of HOLDER set forth herein in order to determine
the applicability of such exemptions and the suitability of HOLDER
to acquire the Debentures.
(ix) HOLDER is sufficiently experienced in financial and business
matters to be capable of evaluating the merits and risks of its
investment in the Securities, and to make an informed decision
relating thereto.
(x) In evaluating its investment in the Securities, HOLDER has
consulted its own investment and/or legal and/or tax advisors.
(xi) HOLDER understands that in the view of the SEC the statutory
basis for the exemption claimed for this transaction would not be
present if the offering of Securities, although in technical
compliance with Regulation S, is part of a plan or scheme to evade
the registration provisions of the 1933 ACT. HOLDER is acquiring
the Securities for investment purposes and has no present
intention to sell the Securities in the United States or to a U.S.
person or for the account or benefit of a U.S. person.
(xii) HOLDER represents and warrants that neither it nor any of
its affiliates will directly or indirectly maintain any short
position in Securities of the ISSUER from closing through the
applicable Conversion Dates.
IF HOLDER is purchasing the Securities subscribed for hereby in representative
or fiduciary capacity, the Holder warrants that the representation and
warranties in this Offshore Securities Subscription Agreement have been obtained
from the person or persons for whom HOLDER is so purchasing and the HOLDER
warrants them to be true. Furthermore the HOLDER shall provide the Issuer with
Holder representation letter upon each Conversion, if required by the ISSUER.
The foregoing representations and warranties are true and accurate as of the
date hereof, shall be true and accurate of the date of the acceptance by the
ISSUER of HOLDER'S subscription, and shall survive thereafter. If HOLDER has
knowledge, prior to the acceptance of its Offshore Debenture Securities
Subscription Agreement by the ISSUER, that any such representations or
warranties shall not be true and accurate in any respect, the HOLDER, prior to
such acceptance, will give written notice of such fact to the ISSUER specifying
which representations and warranties are not true and accurate and the reason
thereof.
b. Current Public Information. HOLDER acknowledges that HOLDER has
been furnished with or has acquired copies of the Company's most
recent Annual Report on Form 10-K and any Form 10-Q filed
thereafter (collectively the "SEC Filings"), and other publicly
available documents (other than the exhibits to such filings and
Issuers filings on Form 8-K).
c. Independent Investigation; Access, HOLDER acknowledges that
HOLDER in making the decision to purchase the Securities
subscribed for, has relied upon the representations, warranties
and covenants of the ISSUER contained herein and upon independent
investigations made by it and it's representatives, if any and
HOLDER and such representatives, if any, have prior to any sale to
it, been given access and the opportunity to examine all material
books and records of the ISSUER, all material contracts and
documents relating to this offering and an opportunity to ask
questions of, and to receive answers from ISSUER or any person
acting on its
behalf concerning the terms and conditions of this offering.
HOLDER and its advisors, if any, have been furnished with access
to all publicly available materials relating to the offer and sale
of the Securities which have been required.
d. No Governmental Recommendation or Approval. HOLDER understands
that no federal or state agency has made or will make any findings
or determination relating to the fairness for public investment in
the Securities, or has passed or made, or will pass on or make,
any recommendation or endorsement of the Securities.
e. Entity Purchase. If HOLDER is a partnership, corporation or
trust, the person executing this Offshore Securities Subscription
Agreement on its behalf represents and warrants that:
(i) He or she has made due inquiry to determine the
truthfulness of the representation and warranties made
pursuant to this Offshore Securities Subscription agreement.
(ii) He or she is duly authorized (if the undersigned is a
trust, by the trust agreement) to make this investment and
to enter into and execute this Offshore Securities
Subscription Agreement on behalf of such entity.
3. ISSUER Representations. ISSUER represents and warrants to the HOLDER as
follows:
a. Reporting Company Status. ISSUER is a reporting issuer as
defined by Rule 092 of Regulation S, and is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Nevada and is duly qualified as a foreign corporation
in all jurisdictions where the failure to so qualify would have a
material adverse effect ont he ISSUER. The ISSUER has registered
its Common Stock pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the Common Stock
is listed and traded on the National Association of Securities
Dealers Automated Quotation System (the "NASDAQ Stock Market").
b. Offshore Transaction. ISSUER has not offered these Securities
to any person in the United States or to any U.S. person or for
the account or benefit of any U.S. person.
c. No Directed Selling Efforts. In regard to this transaction,
ISSUER has not conducted any "directed selling efforts" as that
term is defined in Rule 902 of Regulation S, nor has ISSUER
conducted any general solicitation relating to the offer and sale
of the Securities to U.S. person resident within the United States
or elsewhere.
d. Securities. The issuance, sale and delivery of the Debenture
and the shares of the Common Stock issuable upon conversion hereof
have been duly authorized by all requisite proper corporate action
on the part of the ISSUER and its Stockholders and are within the
ISSUERS corporate powers. The Debentures, when executed and
delivered pursuant to their terms hereof and after receipt of
payment thereafter will be legal, valid and binding obligations of
the Issuer, enforceable against the Issuer in accordance with
their terms.
The Shares, when issued and delivered following the conversion
thereof, pursuant to the Debentures, will be duly and validly
authorized and issued, fully paid and non-assessable and will not
subject the holders thereof to any liability by reason of being
such holders.
e. Offshore Securities Subscription Agreement. The Offshore
Securities Subscription Agreement has been duly authorized,
validly executed and delivered on behalf of the ISSUER and is a
valid and binding agreement in accordance with its terms except as
limited by applicable bankruptcy, or other similar laws affecting
creditors rights.
f. Non-contravention. The execution and delivery of the Offshore
Securities Subscription Agreement and the consummation of the
issuance of the Securities and the transactions contemplated by
the Subscription Agreement do not and will not conflict with or
result in a breach by the ISSUER of any of the terms or
provisions, of, or constitute a default under, the certificate of
incorporation or by-laws of the ISSUER, or any indenture,
mortgage, deed of trust, or other material agreement or instrument
to which the ISSUER is a party or by which it or any of its
properties or assets are bound, or any existing applicable law,
rule, or regulation or any applicable decrees judgement or order
of any court, Federal or State regulatory body, administrative
agency or other governmental body having jurisdiction over the
ISSUER or any of its properties or assets.
g. Filings. ISSUER undertakes and agrees pursuant to the sale of
its Securities under Regulation S, to make all necessary filings
in connection with the sale of its securities as required by the
laws and regulation of all appropriate jurisdictions.
h. SEC Filings. ISSUER has previously delivered to Holder copies
of (i) its Form 10-K for the fiscal year ended 12/31/95, (ii) its
Form 10-Q for the three (3) month period ended 8/31/96 and (iii)
all Form 8-Ks filed with the SEC after 9/30/96 and prior to the
date of this Subscription Agreement. Each such filing was timely
filed with the SEC, and did not at the time it was filed, contain
any misstatement of material or an omission of a material fact
required to be stated therein necessary to make the statements
therein not misleading as of the time such document was filed. As
of their respective dates, such reports compiled in all material
respects with applicable requirements of the Securities Exchange
Act of 1934 as amended (the "Exchange Act"). Since the date of the
latest Form 10-Q of the ISSUER date 9/30/96, (i) ISSUER has
conducted its business in the ordinary, regular course, (ii) there
has been no change in the financial condition of ISSUER which has
had a material adverse effect, or any event, condition or state of
facts, the occurrence of which has had, or could have, material or
adverse effect on the business, properties, assets conditions
(financial or otherwise) results of operations or prospects of the
Issuer and, (iii) except in the ordinary, regular course of its
business, ISSUER has not made any dispositions of any material
assets, borrowed any funds, absolute or contingent, or paid,
discharged or satisfied any claim, liability or obligation except
as herein set forth. As of September 30, 1996, 34,450,000 shares
of Common Stock of the Issuers are issued and outstanding.
j. Opinion of Counsel. The Holder shall, upon the purchase of the
Debentures, receive an opinion letter from the Issuers counsel to
the effect that (i) the Issuer is duly incorporated and validly
existing; (ii) this Subscription Agreement, the issuance of this
Debenture and the issuance of Common Stock upon conversion of this
Debenture have been approved and duly authorized by all required
corporate action, and that all such securities, upon delivery,
shall be validly issued and outstanding, fully paid and
non-assessable.
k. S-3 Eligibility. ISSUER has filed all materials required to be
filed pursuant to all applicable reporting obligations under
either Section 13(a) or 15(d) of the Exchange Act for a period of
at least twelve (12) months immediately preceding the offer and
sale of the Debentures, ISSUER currently meets the eligibility
requirements of the Commission with respect to the use of the Form
S-3 for the filing of a resale registration statement with the
SEC.
l. Litigation. Except as disclosed in the ISSUERS filings with the
Commission referred to above, there is no action, suit or
preceding before or by an court or governmental agency or body,
foreign or domestic, now prevailing or to the knowledge of the
ISSUER, threatened against or affecting the ISSUER, or any of its
properties, which might result in any material adverse change in
the condition (financial or otherwise) or in the earnings,
business affairs or business prospects of the ISSUER.
m. No Default. Except as disclosed in the ISSUERS filings with the
Commission referred to above, ISSUER is not in default in the
performance or observance of any material obligation, agreement,
covenant or condition contained in any indenture, mortgage, deed
of trust or any other instrument or agreements to which it or its
property might be bound.
n. Full Disclosure. There is no fact known to the ISSUER (other
than general economic conditions known to the public generally)
that has not been disclosed to the HOLDER in writing that (i)
could reasonably be expected to have a material adverse effect on
the conditions (financial or otherwise) or in the earnings,
business affairs or business prospects, properties or assets of
the ISSUER or (ii) could reasonably be expected to have a material
adverse effect on the ability of the ISSUER to perform its
obligations pursuant to this Agreement.
4. Covenants of the ISSUER. For so long as any Debentures held by HOLDER
remain outstanding, the ISSUER covenants and agrees with the HOLDER that:
(a) ISSUER will maintain the listing of its Common Stock on
the NASDAQ Stock Market;
(b) Except as expressly set forth in Section 7 below, ISSUER
will not issue stop transfer instructions to its transfer
agent and will not place a restrictive legend on the shares
of Common stock issuable upon conversion of the Debentures;
(c) ISSUER will reserve from its authorized shares of Common
Stock a sufficient number of shares to permit conversion in
full of all outstanding Debentures and,
(d) ISSUER will not enter into any transaction with
"affiliates" (as such term is defined in the exchange act)
on terms which vary from the terms that could be obtained in
an arms length transaction.
5. Expiration of Restricted Period. The transaction restriction in connection
with this offshore offer and sale restrict the HOLDER from offering and selling
to U.S. persons or for the account or benefit of a U.S. person for a forty (40)
day period. The rules do not require the placement of such a restrictive legend
on the share certificate issued
pursuant to conversion of the Debenture. Rule 903(c)(2) governs the forty(40)
day transaction restriction. Title to the Securities may be transferred by
HOLDERS to other Non United States persons or entities in accordance with
Regulation S.
6. Exemption; Reliance on Representations. HOLDER understands that the offer and
sale of the Securities is not being registered under the 1933 Act. ISSUER is
relying on the rules governing offers and sales made outside the United States
pursuant to Regulation S. Rules 901 through 903 of Regulation S govern this
transaction. ISSUER acknowledges that the HOLDER may resell the Securities
without violation of United States law, provided all offers and sales by HOLDERS
are made in accordance with Rule 904 of Regulation S, pursuant to Registration
under the 1933 Act or an available exemption under the 1933 Act, and this
agreement.
7. Transfer Agent Instructions.
a. Debentures. Upon the conversion of the Debentures, the HOLDER
thereof shall submit such Debentures to the ISSUER, and ISSUER
shall, instruct ISSUER'S Transfer Agent to issue one or more
certificates within Three (3) New York Stock Exchange trading days
(the "Deadline"), representing that number of shares of Common
Stock into which the Debenture or Debentures are convertible in
accordance with the provisions regarding conversion set forth in
the Debentures. If ISSUER fails for any reason to effect the
delivery of such shares of Common Stock before the Deadline,
HOLDER will be entitled, but not obligated to revoke the relevant
Notice of Conversion by delivering a notice to such effect to
ISSUER whereby ISSUER and HOLDER shall be restored to their
original position immediately preceding the delivery of such
Notice of Conversion. Notwithstanding the forgoing, if the ISSUER
fails to deliver the Common Shares by the Fifth New York Stock
Exchange trading day from the date of Conversion (the "Penalty
Date"), the HOLDER shall receive, in cash, Twenty-Five Hundred
($2,500.00) US Dollars per day for each day the delivery of the
Shares occurs past the Penalty Date.
b. No Legends on Certificates. Upon conversion of any Debenture
ISSUER'S Transfer Agent will be instructed to issue one or more
share certificates representing Shares without restrictive legend
in the names of Holder to be specified prior to conversion in such
denominations to be specified at conversion representing the
number of shares of Common Stock issuable upon such conversion.
ISSUER further warrants that no stop transfer instructions other
than a stop transfer for the Debentures for (40) days to U.S.
persons have been given or will be given to the Transfer Agent and
that the Shares, when issued upon conversion after the expiration
of the Forty (40) Day Transaction Restriction Period applicable to
the Debentures in accordance with the terms of the Debenture,
shall be freely transferable on the books and records of the
ISSUER subject to compliance with applicable securities laws,
including, without limitation, Rule 904 of Regulation S.
c. Removal of Stop Transfer. Upon the fortieth (40) day after
closing of the issuance of the Debentures, the ISSUER agrees to
cause the stop transfer instruction, if any, to be removed from
the Debentures and the Shares forthwith in accordance with and to
the extent permitted by the Conversion Dates of the Debenture.
ISSUER agrees to accept a HOLDER Notice of Conversion from the
HOLDER in the form of Exhibit '1' attached hereto and incorporated
herein by reference, as sole and sufficient evidence that the
HOLDER has complied with applicable securities laws and upon
receipt of such Notice of Conversion shall promptly instruct the
Transfer Agent to issue the Shares to the Holder as per clauses
(a) and (c) above, provided however that, ISSUER shall not be
required to deliver such instruction if it knows, or reasonably
believes, any of the representation made in the Notice of
Conversion.
8. Indemnification. Each of the ISSUER and the HOLDER agrees to indemnify and to
hold the other harmless from and against any and all losses, damages,
liabilities, costs and expenses which the other may sustain or incur in
connection with the breech by the indemnifying party of any representation,
warranty or covenant made by this agreement.
9. Notices. All notices, requests, demands and other communications provided for
herein (collectively "Notices") shall be in writing. All Notices shall be sent
by hand delivery, U.S. mail with return receipt requested, overnight courier, or
facsimile with all delivery charges prepaid. All notices will be effective when
received by the addressee as indicated by the return receipt or on the
facsimile. All Notices shall be delivered to the applicable party at the
addresses indicated below:
ISSUER:
American International Petroleum Corporation
000 Xxxxxxx Xxxxxx, Xxx. 0000
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxx X. Xxxxxxxxxxx
HOLDER:
10. Closing Date. This agreement shall be effective from, and the Debentures
shall be dated as of the date of Closing by the HOLDER. The date of this
issuance of the Debentures shall be no later five (5) New York Stock Exchange
Trading Days after acceptance thereof or such other mutually agreed to time.
Closing shall be effected through delivery of funds and certificates to
Designated Escrow Agent in accordance with the terms of the Convertible
Debenture Escrow Agreement dated January 29, 1997 among the ISSUER, HOLDER and
the Escrow Agent named therein (the "Escrow Agreement"). HOLDER shall forthwith
deliver the necessary funds as indicated in Paragraph 1.
11. Conditions to the Company's Obligation to Sell.
a. ISSUER'S Right to Reject. ISSUER shall have the right to
reject any given Offshore Debenture Securities Subscription
Agreement which is rendered to the ISSUER, but only for the
reason that the ISSUER reasonably believes any
representations and warranties of such HOLDER to be untrue,
and in such event ISSUER shall provide HOLDER written notice
of such rejection and the reason therefore and shall provide
reasonable opportunity for a response to such stated reason.
HOLDER understands that ISSUER's obligation to sell the
Debentures is conditioned upon:
(i) The receipt and acceptance by ISSUER of duly
executed copy of this Offshore Securities
Subscription Agreement for all of the Securities
is evidenced by execution of this subscription
agreement by the ISSUER or ISSUER'S duly
authorized agent. In the absence of a written
acknowledgement of this Agreement by the ISSUER,
the delivery of Debenture Certificates to the
Designated Escrow Account, as identified in the
Escrow Agreement, and/or the transfer of funds to
the ISSUER shall be deemed to the constructive
acceptance of this Offshore Debenture Securities
Subscription Agreement. HOLDER understands this
Offshore Debenture Securities Subscription
Agreement is irrevocable.
(ii) Delivery into the designated Escrow account
by HOLDER of good funds as payment in full for the
purchase of the Securities, and all fees and
commissions.
12. Conditions to HOLDER'S Obligation to Purchase. ISSUER understands that
HOLDER'S obligation to purchase the Debentures is conditioned upon delivery of
the Debenture as described herein, the representations and warranties of the
ISSUER made herein being true and correct in all material respects as of the
date hereof as if made on such date and the absence of any event or circumstance
that could reasonably be expected to have a material adverse effect on the
business, financial, business prospects or other condition of the ISSUER, or the
market price of the ISSUER'S Common Stock, or in any such event as determined by
the HOLDER in its reasonable discretion, provided, that upon delivery of the
Debenture against payment thereof, such purchase shall be final.
13. Governing Law. This agreement shall be governed by and construed under
the laws of the State of Nevada without regard to conflict law.
14. Entire Agreement. This Offshore Securities Subscription Agreement
constitutes the entire agreement among the parties hereof with respect to the
subject matter hereof and supersedes any and all prior or contemporaneous
representations, warranties, agreements and understanding in connection
therewith. This Offshore Securities Subscription Agreement may be amended only
by a writing executed by all parties hereto. This agreement may be executed in
counterparts and the facsimile transmission of an executed counterpart to this
Agreement shall be effective as an original.
15. Full Name and Address of HOLDER for Registration Purposes:
NAME:
ADDRESS:
TEL NO.:
FAX NO.:
CONTACT: NAME:____________________________
16. Delivery Instructions: (if different from Registration Name):
NAME: ___________________________________________
ADDRESS: _____________________________________
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TEL NO.: ____________________
FAX NO.: ___________________
CONTACT NAME: ________________________________
SPECIAL INSTRUCTIONS: ____________________________________________________
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IN WITNESS WHEREOF, this Offshore Securities Subscription Agreement was duly
executed on the date first written below. This Agreement must be accepted by the
ISSUER no later than 5:00 p.m. Eastern Time, on the third New York Stock
Exchange Trading day after the date of execution by the HOLDER or it shall be
deemed to be null and void.
Dated this ________ day of the month of ___________, 1997.
NAME:
BY: ________________________________________________
Official Signature of HOLDER
NAME (PRINTED):________________________________________
TITLE:__________________________
COUNTY OF EXECUTION:___________________________________
Accepted this 30th day of the month of January, 1997.
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
BY:_____________________________________________________
Official Signatory of ISSUER
NAME (PRINTED): Xxxxx X. Xxxxxxxxxxx
TITLE: Vice President
IN WITNESS WHEREOF, this Offshore Securities Subscription Agreement was duly
executed on the date first written below. This Agreement must be accepted by
ISSUER no later than 5:00 p.m. Eastern Time, on the third New York Stock
Exchange Trading day after the date of execution by the HOLDER or it shall be
deemed to be null and void.
Dated this ________ day of the month of ___________, 1997.
NAME:
BY: ________________________________________________
Official Signature of HOLDER
NAME (PRINTED):________________________________________
TITLE:__________________________
COUNTY OF EXECUTION:___________________________________
Accepted this 30th day of the month of January, 1997.
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
BY:_____________________________________________________
Official Signatory of ISSUER
NAME (PRINTED): Xxxxx X. Xxxxxxxxxxx
TITLE: Vice President
