Warrant to Purchase Common Stock of AER ENERGY RESOURCES, INC.Keystone Inc Et Al • June 18th, 2001 • Miscellaneous electrical machinery, equipment & supplies
THIS CERTIFIES that FW AER II, L.P., a Delaware limited partnership ("Holder") or any subsequent holder hereof, has the right to purchase from AER Energy Resources, Inc., a Georgia corporation (the "Company"), up to 982,891 fully paid and nonassessable shares of the Company's Common Stock, no par value ("Common Stock"), at the Exercise Price (as defined herein), subject to adjustment as provided below, at any time on or before 5:00 p.m., Atlanta, Georgia time, on June 12, 2006. This Warrant is issued and all rights hereunder shall be held subject to all of the conditions, limitations and provisions set forth herein. 1. Exercise. This Warrant may be exercised as to all or any lesser number of full shares of Common Stock covered hereby upon surrender of this Warrant, with the Subscription Form attached hereto duly executed, together with the full Exercise Price in cash, or by certified or official bank check payable in New York Clearing House Funds or wire transfer payable in im
ContractSecurities Purchase Agreement • June 18th, 2001 • Keystone Inc Et Al • Miscellaneous electrical machinery, equipment & supplies • Georgia
THIS IS A SECURITIES PURCHASE AGREEMENT (this "Agreement") by and between the undersigned ("Purchaser"), and AER Energy Resources, Inc., a Georgia corporation ("AER"), dated as of June 1, 2001, and by which Purchaser and AER, in consideration of the agreements set forth below (the mutuality, adequacy and sufficiency of which are hereby acknowledged), hereby agree as follows: 1. Agreement to Purchase and Sell. Upon the terms set forth in this Agreement, Purchaser hereby agrees to purchase from AER and AER agrees to sell to Purchaser (i) (A) 100,000 shares of AER's no par value Series C Convertible Preferred Stock (the "Preferred Stock") and (B) 2,250 shares of Preferred Stock (representing 50% of the transaction fee to be paid by AER to Purchaser) (collectively, the shares to be issued by AER pursuant to clauses (A) and (B) above shall be referred to as the "Shares") and (ii) a warrant to purchase 982,891 shares of AER's no par value Common Stock (the "Warrant") in the form attache
