Exhibit 4.11
AIM GROUP, INC.
Warrant Agreement
THIS AGREEMENT is made as of October 29, 1999, by and between AIM Group,
Inc., a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxx (the
"Warrant Holder").
W I T N E S S E T H:
WHEREAS, the Company desires to issue to the Warrant Holder warrants to
purchase shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), in consideration for the Warrant Holder's consulting services
to the Company.
NOW, THEREFORE, the parties hereto, intending to be legally bound, do agree
as follows:
1. Purchase Warrant. Subject to the terms and conditions of this
Agreement, the Company hereby issues to Warrant Holder the right and option to
purchase from the Company all or part of an aggregate of 11,750 shares of
Common Stock. This warrant is not intended to constitute an incentive stock
option within the meaning of Section 422A of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Warrant Price and Time of Exercise. The per-share purchase price at
which the shares subject to warrant hereunder may be purchased by Warrant
Holder pursuant to his exercise of this warrant shall be $3.75, which price
equals the closing sale price per share of the Common Stock on October 29,
1999, the date of issuance of this warrant. The Warrant Holder's right to
exercise this warrant shall be fully vested. The right to exercise the warrant
shall be cumulative to the extent not theretofore exercised. The right to
exercise the warrant shall expire, except as provided in Paragraph 6 below, at
the close of business on the day preceding the second anniversary hereof (the
"Warrant Exercise Period").
3. Method of Exercise and Payment for Shares. This warrant shall be
exercised by written notice delivered to the Company at its principal office,
specifying the number of shares to be acquired upon such exercise, and
accompanied by cash payment of the exercise price.
4. Warrant Exercise Demand. The Company reserves the right to demand to
the Warrant Holder that this warrant be exercised within 30 days from notice in
writing upon the event that the closing price of the Common Stock of the
Company averages above $10.00 per share for a 30 day period during the Warrant
Exercise Period. After 30 days from the notice hereof shall have first been
given, if the Warrant Holder has not exercised this warrant, the warrant issued
hereunder shall automatically terminate and be of no further force and effect
whatsoever, without the necessity for any additional notice or other action by
the Company.
5. Non-transferability. This warrant is not transferable by Warrant
Holder except as otherwise provided in Paragraph 6 below, and during Warrant
Holder's lifetime is exercisable only by him.
6. Exercise After Death. In the event Warrant Holder dies before the
expiration of this warrant, Warrant Holder's estate, or the person or persons to
whom his rights under this warrant shall pass by will or the laws of descent and
distribution, may exercise this warrant, to the extent exercisable at the date
of death, at any time within six months following Warrant Holder's death (but in
any event before the expiration of the Warrant Exercise Period).
7. Adjustments.
(a) Adjustments by Stock Split, Stock Dividend, Etc. If the Company
shall at any time increase or decrease the number of its outstanding shares of
Common Stock, or change in any way the rights and privileges of such shares, by
means of the payment of a Common Stock dividend or the making of any other
distribution upon such shares payable in Common Stock, or through a Common Stock
split or subdivision of shares, or a consolidation or combination of shares, or
through a reclassification or recapitalization involving the Common Stock, then
the numbers, rights and privileges of the shares of Common Stock underlying the
warrant issued hereunder shall be increased, decreased or changed in like manner
as if they had been issued and outstanding, fully paid and non-assessable at the
time of such occurrence.
(b) Dividend Payable in Stock of Another Corporation, Etc. If the
Company shall at any time pay or make any dividend or other distribution upon
the Common Stock payable in securities or other property (except money or Common
Stock), a proportionate part of such securities or other property shall be set
aside and delivered to the Warrant Holder upon exercise hereof.
(c) Apportionment of Price. Upon any occurrence described in the
preceding subsections (a) and (b) of this Section 7, the total warrant price
hereunder shall remain unchanged but shall be apportioned ratably over the
increased or decreased number or changed kinds of securities or other property
subject to this warrant.
(d) Rights to Subscribe. If the Company shall at any time grant to
the holders of its Common Stock rights to subscribe pro rata for additional
shares thereof or for any other securities of the Company or of any other
corporation, there shall be added to the number of shares underlying this option
the Common Stock or other securities which the Warrant Holder would have been
entitled to subscribe for if immediately prior to such grant the Warrant Holder
had exercised his entire warrant, and the warrant price shall be increased by
the amount which would have been payable by the Warrant Holder for such Common
Stock or other securities.
(e) Determination by the Company. Adjustments under this Section 7
shall be made by the Company, whose determinations with regard thereto shall be
final and binding. No fractional shares of Common Stock shall be issued on
account of any such adjustment.
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8. Merger, Consolidation, Etc.
(a) Effect of Transaction. Upon the occurrence of any of the
following events, if the notice required by Section 8(b) hereof shall have
first been given, the warrant issued hereunder shall automatically terminate
and be of no further force and effect whatsoever, without the necessity for any
additional notice or other action by the Company: (i) the merger, consolidation
or liquidation of the Company or the acquisition of its assets or stock
pursuant to a nontaxable reorganization, unless the surviving or acquiring
corporation, as the case may be, shall assume all outstanding warrants of the
Company or substitute new warrants for them pursuant to Section 425(a) of the
Code; (ii) the dissolution or liquidation of the Company; (iii) the appointment
of a receiver for all or substantially all of the Company's assets or business;
(iv) the appointment of a trustee for the Company after a petition has been
filed for the Company's reorganization under applicable statutes; or (v) the
sale, lease or exchange of all or substantially all of the Company's assets and
business.
(b) Notice of Such Occurrences. At least 30 days' prior written
notice of any event described in Section 8(a) hereof, except the transactions
described in subsections 8(a)(iii) and (iv) as to which no notice shall be
required, shall be given by the Company to the Warrant Holder. If the Warrant
Holder is so notified, he may exercise all or a portion of the entire
unexercised portion of this warrant at any time before the occurrence of the
event requiring the giving of notice. Such notice shall be deemed to have been
given when delivered personally to the Warrant Holder or when mailed to the
Warrant Holder by registered or certified mail, postage prepaid, at the Warrant
Holder's last address known to the Company.
4. Binding Effect, Entire Agreement. Subject to the limitations stated
above, this Agreement shall be binding upon and inure to the benefit of the
personal representatives of Warrant Holder and the successors of the Company.
This Agreement constitutes the entire agreement between the parties and cannot
be altered, modified, or changed in any way unless made in writing and signed
by the party against whom such alteration, modification, or change is asserted.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its Chief Executive Officer and the Warrant Holder has signed this Agreement.
AIM GROUP, INC.
By:
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Xxxx X. Arena
Chief Executive Officer
XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Warrant Holder
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