exv4wxivy



 





Exhibit 4(iv)



THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”),
AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN OPINION OF SELLER’S
COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.




AMERICAN OIL & GAS, INC.




COMMON STOCK PURCHASE WARRANT




     THIS COMMON STOCK WARRANT AGREEMENT (the “Agreement”) is made and entered into as of the
9th day of August, 2006 by and between American Oil & Gas, Inc., a Nevada corporation
(the “Company”), and Norton Frickey (the “Holder”).



WITNESSETH:




     WHEREAS, pursuant to the Agreement dated as of August 9, 2006 between the Company and Holder
(the “Subscription Agreement”), Holder agreed to purchase from the Company, and the Company agreed
to sell and issue to the Holder, a warrant to purchase shares of the $0,001 par value common stock
of the Company (the “Common Stock”), said warrant to be for the number of shares, at the price per
share and on the terms set forth in this Agreement; and



     WHEREAS, the Holder desires to receive a warrant on the terms and conditions set forth in
this Agreement.



     NOW, THEREFORE, the parties agree as follows:



     1. Grant of Warrant. The Company hereby grants to the Holder the right and warrant
(the “Warrant”) to purchase all or any part of an aggregate of 100,000 shares of the authorized and
unissued $.001 par value common stock of the Company (the “Warrant Shares”) subject to adjustment as
provided in this Agreement, pursuant to the terms and conditions set forth in this Agreement.



     2. Warrant Price. At any time when shares are to be purchased pursuant to this
Agreement, the purchase price for each Warrant Share shall be $4.90 (the “Warrant Price”), subject to
adjustment as provided in this Agreement.



     3. Exercise Period. The period for the exercise of the Warrant shall commence on the
date of this Agreement and shall terminate at 5:00 p.m., Denver, Colorado time on February 8, 2007,
unless terminated earlier as provided herein.



     4. Exercise of Warrant.




     (a) The Warrant may be exercised in whole or in part by delivering to the
President of the Company at the address of the Company’s principal office (i) a Notice and
Agreement of



 









 







Exercise of Warrant, substantially in the form attached hereto as Exhibit A,
specifying the number of Warrant Shares with respect to which the Warrant is exercised, and
(ii) full payment of an amount equal to the Warrant Price multiplied by the number of
Warrant Shares then being purchased (such aggregate amount of money, the “Purchase Price”).
Payment shall be made by certified check or cleared funds. The Warrant may not be exercised
in part unless the purchase price for the Warrant Shares purchased is at least $1,000 or
unless the entire remaining portion of the Warrant is being exercised.




     (b) Promptly upon receipt of the Notice and Agreement of Exercise of Warrant together
with the full payment of the Purchase Price, the Company shall deliver to the Holder a
properly executed certificate or certificates representing the Warrant Shares being
purchased.



     5. Withholding Taxes. The Company may take such steps as it deems necessary or appropriate for the withholding of any taxes which the Company is required by any law or
regulation or any governmental authority, whether federal, state or local, domestic or foreign, to withhold in
connection with the Warrant including, but not limited to, the withholding of all or any portion of any
payment owed by the Company to the Holder or the withholding of issuance of Warrant Shares to be issued upon the
exercise of the Warrant.




     6. Securities Laws Requirements. The issuance of the Warrant has not been registered
under the Securities Act of 1933, as amended (the “1933 Act”), in reliance upon an exemption from
registration. In addition, no Warrant Shares shall be issued unless and until, in the opinion of the
Company, there has been full compliance with, or an exemption from, any applicable registration requirements of
the 1933 Act, any applicable listing requirements of any securities exchange on which stock of the same
class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over
such issuance and delivery. The Holder hereby acknowledges, represents, warrants and agrees as follows, and,
pursuant to the terms of the Notice and Agreement of Exercise of Warrant (Exhibit A) that shall be
delivered to the Company upon each exercise of the Warrant, the Holder shall acknowledge, represent, warrant
and agree as follows:




     (a) Holder is acquiring the Warrant and the Warrant Shares for investment purposes
only and the Warrant and the Warrant Shares that Holder is acquiring will be held by
Holder without sale, transfer or other disposition for an indefinite period unless the
transfer of those securities is subsequently registered under the federal securities laws or unless
exemptions from registration are available;




     (b) Holder’s overall commitment to investments that are not readily marketable is not
disproportionate to Holder’s net worth, and Holder’s investment in the Warrant and the
Warrant Shares will not cause such overall commitments to become excessive;




     (c) Holder’s financial condition is such that Holder is under no present or
contemplated future need to dispose of any portion of the Warrant or the Warrant Shares
to satisfy any existing or contemplated undertaking, need or indebtedness;




     (d) Holder has sufficient knowledge and experience in business and financial matters to evaluate, and Holder has evaluated, the merits and risks of an investment in the
Warrant and the Warrant Shares;




     (e) The address set forth on the signature page to this Agreement is Holder’s true and correct residence, and Holder has no present intention of becoming a resident of
any other state or jurisdiction;



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     (f) Holder confirms that all documents, records and books pertaining to an
investment in the Warrant and the Warrant Shares that have been requested by Holder
have been made available or delivered to the Holder. Holder has had the opportunity to discuss
the acquisition of the Warrant and the Warrant Shares with the Company. Holder also
confirms that it has obtained or been given access to all information concerning the Company that
Holder has requested;




     (g) Holder has had the opportunity to ask questions of, and receive the answers from,
the officers and directors of the Company concerning the terms of Holder’s investment
in the Warrant and the Warrant Shares and to receive additional information necessary to
verify the accuracy of the information delivered to Holder, to the extent that the Company
possesses such information or can acquire it without unreasonable effort or expense;




     (h) Holder understands that the Warrant has not been, and the Warrant Shares issuable
upon exercise of the Warrant will not be, registered under the 1933 Act or any state
securities laws in reliance on an exemption for private offerings, and no federal or state
agency has made any finding or determination as to the fairness of this investment or any
recommendation or endorsement of the issuance of the Warrant or the Warrant Shares;




     (i) The Warrant and the Warrant Shares that Holder is acquiring will be solely for
Holder’s own account, for investment, and are not being purchased with a view to or for the
resale, distribution, subdivision or fractionalization thereof. Holder has no agreement or
arrangement for any such resale, distribution, subdivision or fractionalization thereof;




     (j) Holder acknowledges and is aware of the following:




     (i) The Company has a history of losses. The Warrant and the Warrant Shares
constitute a speculative investment and involve a high degree of risk of loss by
Holder of Holder’s total investment in the Warrant and the Warrant Shares.




     (ii) There are substantial restrictions on the transferability of the Warrant
and the Warrant Shares. The Warrant is not transferable. The Warrant Shares cannot
be transferred, pledged, hypothecated, sold or otherwise disposed of unless they
are registered under the 1933 Act or an exemption from such registration is
available and established to the satisfaction of the Company; except as set forth
in the Subscription Agreement, investors in the Company have no rights to require
that the Warrant Shares be registered; there is no right of presentment of the
Warrant Shares and there is no obligation by the Company to repurchase any of the
Warrant Shares; and, accordingly, Holder may have to hold the Warrant Shares
indefinitely and it may not be possible for Holder to liquidate Holder’s investment
in the Company;




     (iii) Each certificate issued representing the Warrant Shares shall be
imprinted with a legend that sets forth a description of the restrictions on
transferability of those securities, which legend will read substantially as
follows:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS
THAT TERM IS DEFINED IN RULE 144 UNDER THE




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1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY THROUGH REASONABLE MEANS AS
DETERMINED BY THE COMPANY, INCLUDING AN OPINION OF SELLER’S
COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.”




     (k) The Holder shall report all sales of Warrant Shares to the Company in
writing on a form prescribed by the Company.



          The restrictions described above, or notice thereof, may be placed on the certificates
representing the Warrant Shares purchased pursuant to the Warrant, and the Company may refuse to
issue the certificates or to transfer the shares on its books unless it is satisfied that no
violation of such restrictions will occur.



     7. Adjustment by Stock Split Stock Dividend. Etc. If at any time the Company increases or decreases the number of its outstanding shares of common stock, or changes in any way the rights and privileges of such shares, by means of the payment of a stock dividend or the making of any
other distribution on such shares payable in its common stock, or through a stock split or subdivision of shares, or a consolidation or combination of shares, or through a reclassification or recapitalization
involving its common stock, the numbers, rights and privileges of the shares of common stock included in the
Warrant shall be increased, decreased or changed in like manner as if such shares had been issued and
outstanding, fully paid and nonassessable at the time of such occurrence, and the Warrant Price shall be
correspondingly decreased, increased or otherwise changed. Whenever the number or kind of shares comprising
the Warrant Shares or the Warrant Price is adjusted, the Company shall promptly give written notice and a
certificate of the Chief Financial Officer or Chief Executive Officer of the Company to the Holder of record
of the outstanding Warrant, stating that such an adjustment has been effected and setting forth the
number and kind of shares purchasable and the amount of the then-current Warrant Price, and stating in
reasonable detail the facts requiring such adjustment and the calculation of such adjustment.



     8. Reorganization and Reclassification. In case of any capital reorganization or
any reclassification of the capital stock of the Company while the Warrant remains outstanding,
the Holder of the Warrant shall thereafter be entitled to purchase pursuant to the Warrant (in lieu of the
kind and number of shares of Common Stock comprising Warrant Shares that such Holder would have been entitled
to purchase or acquire immediately before such reorganization or reclassification) the kind and
number of shares of stock of any class or classes or other securities or property for or into which such
shares of Common Stock would have been exchanged, converted, or reclassified if the Warrant Shares had
been purchased immediately before such reorganization or reclassification. In case of any such
reorganization or reclassification, appropriate provision (as determined by resolutions of the Board of
Directors of the Company) shall be made with respect to the rights and interest thereafter of the Holder of the
Warrant, to the end that all the provisions of this Agreement (including adjustment provisions) shall
thereafter be applicable, as nearly as reasonably practicable, in relation to such stock or other securities
or property.



     9. Common Stock to be Received upon Exercise. Holder understands that in the absence
of registration of the Warrant Shares under the 1933 Act, the Warrant Shares cannot be sold
unless they are sold pursuant to an exemption from registration under the 1933 Act. Holder also understands
that with



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respect to Rule 144, routine sales of securities made in reliance upon such Rule can be made
only in limited amounts in accordance with the terms and conditions of the Rule, and that in cases
in which the Rule is inapplicable, compliance with either Regulation A or another exemption under
the 1933 Act will be required.



     10. Privilege of Ownership. Holder shall not have any of the rights of a stockholder
with respect to the shares covered by the Warrant except to the extent that one or more
certificates for such shares shall be delivered to him or her upon exercise of the Warrant.



     11. Relationship to Engagement. Nothing contained in this Agreement (i) shall confer
upon the Holder any right with respect to continuance of Holder’s engagement by, or affiliation with,
or relationship to, the Company, or (ii) shall interfere in any way with the right of the Company at any time
to terminate the Holder’s engagement by, position or affiliation with, or relationship to, the Company.



     12. Notices. All notices, requests, demands, directions and other communications
(“Notices”) concerning this Agreement shall be in writing and shall be mailed or delivered personally or
sent by telecopier or facsimile to the applicable party at the address of such party set forth below
in this Section 13. When mailed, each such Notice shall be sent by first class, certified mail, return receipt
requested, enclosed in a postage prepaid wrapper, and shall be effective on the fifth business day after it has
been deposited in the mail. When delivered personally, each such Notice shall be effective when delivered to the
address for the respective party set forth in this Section 12, provided that it is delivered on a business
day and further provided that it is delivered prior to 5:00 p.m., local time of the party to whom the notice
is being delivered, on that business day; otherwise, each such Notice shall be effective on the first business day
occurring after the Notice is delivered. When sent by telecopier or facsimile, each such Notice shall be
effective on the day on which it is sent provided that it is sent on a business day and further provided that it is
sent prior to 5:00 p.m., local time of the party to whom the Notice is being sent, on that business day;
otherwise, each such Notice shall be effective on the first business day occurring after the Notice is sent. Each
such Notice shall be addressed to the party to be notified as shown below:



	 	 	 	 	 	 	 	 
	 	(a)

	 	if to the Company:
	 	American Oil & Gas, Inc.
	 	 
	 	 

	 	 	 	1050 17th Street, Suite 2400	 	 
	 	 

	 	 	 	Denver, Colorado 80265	 	 
	 	 

	 	 	 	Facsimile: (303) 595-0709	 	 
	 	 

	 	 	 	Attention: Andrew P. Calerich	 	 
	 
	 	 	 	 	 	 
	 	(b)

	 	if to the Holder:
	 	At the address set forth on the signature page	 	 
	 	 

	 	 	 	of this Agreement	 	 






     Either party may change its respective address for purposes of this Section 13 by giving the
other party Notice of the new address in the manner set forth above.



     13. General Provisions. This instrument (a) may not be amended nor may any rights
hereunder be waived except by an instrument in writing signed by the party sought to be charged with such
amendment or waiver, (b) shall be construed in accordance with and governed by the laws of Colorado, and
(c) shall be binding upon and shall inure to the benefit of the parties and their respective personal
representatives and assigns, except as above set forth. All pronouns contained herein and any variations thereof
shall be deemed to refer to the masculine, feminine or neuter, singular or plural as the identity of the
parties hereto may require.



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     IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth
below.



	 	 	 	 	 
	 	AMERICAN OIL & GAS, INC.

 	 
	 	By:  	/s/ Andrew P. Calerich	 
	 	 	Name:  	Andrew P. Calerich 	 
	 	 	Title:  	President 	 
	 
	 	HOLDER

 	 
	 	Norton Frickey 
	 
	 	Printed Name of Holder 	 
	 	 	 
	 	By:  	/s/ Norton Frickey 
	 
	 	 	Signature 	 
	 	 	 
	 	 	940 Wadsworth 
	 
	 	 	Address 	 
	 	 	 
	 	 	Lakewood, CO 80214 
	 
	 	 	City, State and Zip Code      	 
	 
	 	 	303 278-2302 	 
	 	 	Telephone 	 
	 	 	 	 
	 	 	
 	 
	 	 	Facsimile      	 
	 




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EXHIBIT A



(To American Oil & Gas, Inc.
 Common Stock Purchase Warrant)




AMERICAN OIL & GAS, INC.




NOTICE AND AGREEMENT OF EXERCISE OF COMMON STOCK PURCHASE WARRANT




     The undersigned hereby exercises its American Oil & Gas, Inc. Common Stock Purchase Warrant
dated as of August 9, 2006 as to                      shares of the $.001 par value common stock (the “Warrant
Shares”) of American Oil & Gas, Inc. (the “Company”) at a purchase price of $4.90 per share.
Enclosed is payment of the total exercise price for these Warrant Shares of $                    .



     The undersigned understands that no Warrant Shares will be issued unless and until, in the
opinion of the Company, there has been full compliance with, or an exemption from, any applicable
registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), any
applicable listing requirements of any securities exchange on which stock of the same class is
then listed, and any other requirements of law or any regulatory bodies having jurisdiction over
such issuance and delivery. The undersigned hereby acknowledges, represents, warrants and agrees,
to and with the Company as follows:



     (a) Holder has sufficient knowledge and experience in business and financial matters to
evaluate, and Holder has evaluated, the merits and risks of an investment in the Warrant
Shares;



     (b) The address set forth in this Agreement is Holder’s true and correct residence, and Holder
has no present intention of becoming a resident of any other state or jurisdiction;



     (c) Holder confirms that all documents, records and books pertaining to an investment in the
Warrant Shares that have been requested by the Holder have been made available or delivered to
Holder. Holder has obtained or been given access to all other information concerning the Company that
Holder has requested;



     (d) Holder has had the opportunity to discuss the acquisition of the Warrant Shares with the
Company, to ask questions of, and receive the answers from, the Company concerning the terms
of the investment in the Warrant Shares, and to receive additional information necessary to verify
the accuracy of any information delivered to Holder, to the extent that the Company possesses such information
or can acquire it without unreasonable effort or expense;



     (e) Holder understands that the issuance of the Warrant Shares upon the exercise of the
Warrant has not been registered under the 1933 Act or any state securities laws in reliance on
an exemption for private offerings, and no federal or state agency has made any finding or determination as
to the fairness of this investment or any recommendation or endorsement of the sale of the Warrant Shares;



     (f) Holder is acquiring the Warrant Shares solely for Holder’s own account, for investment,
and not with a view to or for the resale, distribution, subdivision or fractionalization
thereof. Holder has no agreement or arrangement for any such resale, distribution, subdivision or fractionalization
thereof;



     (g) Holder acknowledges and is aware of the following:




     (i) The Company does not have a material amount of revenues from oil or gas
production or from any other source. Its operations have resulted in a history of losses.
The



 









 







Warrant Shares constitute a speculative investment and involve a high degree of risk
of loss by Holder of Holder’s total investment in the Warrant Shares.




     (ii) There are substantial restrictions on the transferability of the Warrant Shares.
The Warrant Shares cannot be transferred, pledged, hypothecated, sold or otherwise
disposed of unless they are registered under the 1933 Act or an exemption from such
registration is available and established to the satisfaction of the Company. There is no
right of presentment of the Warrant Shares and there is no obligation by the Company to
repurchase any of the Warrant Shares. As a result, Holder may have to hold the Warrant
Shares indefinitely, and it may not be possible for Holder to liquidate Holder’s
investment in the Company.




     (iii) Each certificate issued representing the Warrant Shares shall be imprinted with
a legend that sets forth a description of the restrictions on transferability of those
securities, which legend will read substantially as follows:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF
WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY
THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN
OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.”



     Warrant Shares in the amount specified above are to be issued in the name or names set forth
below in the left-hand column.



	 	 	 	 	 
	 	 	 
	 	Printed Name of Holder

 	 
	 	By:  	 	 
	 	 	Signature 	 
	 	 	 	 
	 	 	Printed Name and Title 	 
	 	 	 	 
	 	 	Address 	 
	 	 	 	 
	 	 	City, State and Zip Code 	 
	 



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