EXHIBIT 4.14
AMENDMENT NO. 4
TO THE
SERIES J WARRANT
AND
AMENDMENT NO. 2
TO THE
SERIES F WARRANT
TO PURCHASE
SHARES OF COMMON STOCK
OF
MARKETING WORLDWIDE CORPORATION
THIS AMENDMENT NO. 4 TO THE SERIES J WARRANT AND AMENDMENT NO. 2 TO THE
SERIES F WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MARKETING WORLDWIDE
CORPORATION (this "AMENDMENT"), dated as of July ___, 2008, is made by and
between Marketing Worldwide Corporation, a Delaware corporation (the "ISSUER"),
and Vision Opportunity Master Fund, Ltd. (the "HOLDER").
PRELIMINARY STATEMENT
WHEREAS, the Issuer is the issuer and the Holder is the holder of a
certain Series J Warrant (as amended, the "SERIES J WARRANT") and a certain
Series F Warrant (as amended, the "SERIES F WARRANT"), each to purchase shares
of common stock of the Issuer, par value $0.001 per share (the "COMMON STOCK"),
issued on April 23, 2007 (collectively, the "WARRANTS");
WHEREAS, the Issuer and the Holder entered into Amendment No. 1 to the
Series J Warrant of Marketing Worldwide Corporation on September 27, 2007;
WHEREAS, the Issuer and the Holder entered into Amendment No. 1 to the
Series F Warrant of Marketing Worldwide Corporation on September 27, 2007;
WHEREAS, the Issuer and the Holder entered into Amendment No. 2 to the
Series J Warrant of the Marketing Worldwide Corporation on June 20, 2008;
WHEREAS, the Issuer and the Holder entered into Amendment No. 3 to the
Series J Warrant of the Marketing Worldwide Corporation on July 1, 2008; and
WHEREAS, the Issuer and the Holder desire to further amend certain
provisions of the Warrants as described herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be
legally bound, hereby agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used, but not defined, herein,
shall have the meanings ascribed to such terms in the Warrants, as applicable.
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2. AMENDMENTS TO WARRANTS. The Series J Warrant, having previously been
exercised to the extent of 4,000,000 shares of Common Stock, and therefore
currently exercisable into 1,000,000 shares of Common Stock at a Warrant Price
of $0.50 per share, is hereby amended such that it shall now be exercisable
instead into 192,308 shares of the Issuer's Series B Convertible Preferred
Stock, par value $0.001 per share (the "PREFERRED STOCK"), at a Warrant Price of
$2.60 per share. Further, the Series F Warrant, currently exercisable into
2,500,000 shares of Common Stock at a Warrant Price of $0.01 per share, is
hereby amended such that it shall now be exercisable instead into 250,000 shares
of Preferred Stock at a Warrant Price of $0.10 per share. All provisions of the
Warrants shall be interpreted in accordance with the foregoing.
3. BOARD RESOLUTIONS. Prior to the signing of this Amendment, the Issuer
shall have provided the Holder with a certified copy of the resolutions of the
Board of Directors (or if the Board of Directors takes action by unanimous
written consent, a copy of such unanimous written consent containing all of the
signatures of the members of the Board of Directors) of the Issuer, authorizing
the execution, delivery and performance of this Amendment.
4. RATIFICATION. Except as expressly amended hereby, all of the terms,
provisions and conditions of the Warrants are hereby ratified and confirmed in
all respects by each party hereto and, except as expressly amended hereby, are,
and hereafter shall continue, in full force and effect.
5. ENTIRE AGREEMENT. This Amendment and the Warrants constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous agreements and understandings, both written and
oral, between the parties with respect thereto.
6. AMENDMENTS. No amendment, supplement, modification or waiver of this
Amendment shall be binding unless executed in writing by all parties hereto.
7. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract. Each party shall be entitled
to rely on a facsimile signature of any other party hereunder as if it were an
original.
8. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction.
9. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
MARKETING WORLDWIDE CORPORATION
By:
---------------------------------
Name:
Title:
VISION OPPORTUNITY MASTER FUND, LTD.
By:
---------------------------------
Name:
Title:
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