Exhibit 4.16


 


DESCRIPTION OF COMMON STOCK 


 





The following description summarizes the
most important terms of our common stock. Because it is only a summary, it does not contain all the information that may be important
to you. For a complete description of the matters set forth in this “Description of Common Stock,” you should refer
to our articles of incorporation, as amended, or the articles of incorporation, and amended and restated bylaws, or the bylaws,
which are included as exhibits to our Annual Report on Form 10-K, and to the applicable provisions of Nevada law. Our authorized
capital consists of 30,000,000 shares of common stock, par value $0.001 per share. Our board of directors is authorized, without
stockholder approval, except as required by the listing standards of The Nasdaq Stock Market LLC, to issue additional shares of
our capital stock.


 


Voting Rights. Each holder
of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the
election of directors. Our stockholders do not have cumulative voting rights in the election of directors. An election of directors
by our stockholders shall be determined by a plurality of votes cast by the stockholders entitled to vote on the election.


 


Dividends. Subject to preferences
that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends,
if any, as may be declared from time to time by the board of directors out of legally available funds.


 


Liquidation. In the event
of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets
legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction
of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.


 


Rights and Preferences. Holders
of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable
to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.


 


Anti-Takeover Effects of Certain Provisions of Nevada Law
and Our Articles of Incorporation and Bylaws


 


Nevada’s “combinations with
interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) prohibit specified types of business “combinations”
between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such
person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination
(or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination
is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested
stockholder, its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after
such two-year period. However, these statutes do not apply to any combination of a corporation and an interested stockholder after
the expiration of four years after the person first became an interested stockholder. For purposes of these statutes, an “interested
stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting
power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time
within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover
most significant transactions between a corporation and an “interested stockholder.” These statutes generally apply
to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporation
not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation,
the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting
power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective
until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an
interested stockholder on or before the effective date of the amendment. We did not make such an election in our original articles
of incorporation and have not amended our articles of incorporation to so elect.


 


Nevada’s “acquisition of controlling
interest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling
interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires
a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested
stockholders of the corporation elects to restore such voting rights. Our bylaws provide that these statutes do not apply to us
or any acquisition of our common stock. Absent such provision in our bylaws, these laws would apply to us as of a particular date
if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger
at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an
affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling
interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires
shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise
(1) one fifth or more, but less than one third, (2) one third or more, but less than a majority or (3) a majority or more, of all
of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which
it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring
person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions
described above apply.







 


 


 






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NRS 78.139 also provides that directors may resist a change
or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed
to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies
pursuant to NRS 78.138(4).


 


In addition, our authorized but unissued shares of common stock
are available for our board of directors to issue without stockholder approval. We may use these additional shares for a variety
of corporate purposes, including future public or private offerings to raise additional capital, corporate acquisitions and employee
benefit plans. The existence of our authorized but unissued shares of common stock could render more difficult or discourage an
attempt to obtain control of our company by means of a proxy contest, tender offer, merger or other transaction. Our authorized
but unissued shares may be used to delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider
in its best interest, including those attempts that might result in a premium over the market price for the shares held by our
stockholders. The board of directors is also authorized to adopt, amend or repeal our Bylaws, which could delay, defer or prevent
a change in control.


 


Articles of Incorporation and Bylaws


 


Certain provisions from our articles of incorporation and bylaws,
which are summarized below, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence,
they might also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored
hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is possible
that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their
best interests.


 


Removal of Directors. Directors may be removed
with or without cause by the holders of not less than two-thirds (2/3) of the voting power of all of our then-outstanding stock
entitled to vote generally in the election of directors (voting as a single class), excluding stock entitled to vote only upon
the happening of a fact or event unless such fact or event shall have occurred.


 


Resolutions to Change Authorized Number of Directors.
The authorized number of directors may be changed only by resolution of our board of directors.


 


Vacancies may be Filled by Directors. All vacancies,
including newly created directorships, may, except as otherwise required by law, be filled by a majority vote of the directors
then in office or by a sole remaining director, in either case though less than a quorum, and the director(s) so chosen shall hold
office for a term expiring at the next annual meeting of stockholders and when their successors are elected or appointed, at which
the term of the class to which he or she has been elected expires, or until his or her earlier resignation or removal.


 


Advance Notice Procedures. Stockholders seeking
to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders
must provide advance and timely notice in writing, and also specify requirements as to the form and content of a stockholder’s
notice.


 


No Cumulative Voting Rights. Our articles of incorporation
and bylaws do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock
entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose).


 


Action by Written Consent; Special Meetings of Stockholders.
Stockholder action can only be taken at an annual or special meeting of stockholders called and noticed in the manner required
by the bylaws. The stockholders may not in any circumstance take action by written consent.


 


Authorized but Unissued Shares. Our authorized
but unissued shares of common stock will be available for future issuance without stockholder approval. These additional shares
may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions
and employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or discourage
an attempt to obtain control of a majority of our common stock by means of a proxy contest, tender offer, merger or otherwise.


 


 


 






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Exclusive Forum. To the fullest extent permitted
by law, and unless the Company consents in writing to the selection of an alternative forum, the Eighth Judicial District Court
of Clark County, Nevada, will, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following:


 


		·	any derivative action or proceeding brought in the name or right of
the Company or on its behalf,
		·	any action asserting a claim for breach of any fiduciary duty owed
by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders,
		·	any action arising or asserting a claim arising pursuant to any provision
of NRS Chapters 78 or 92A or any provision of our articles of incorporation or bylaws, or
		·	any action asserting a claim governed by the internal affairs doctrine,
including, without limitation, any action to interpret, apply, enforce or determine the validity of our articles of incorporation
or bylaws.



 






However, our bylaws provide that the exclusive forum provisions
do not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any
other claim for which the federal courts have exclusive jurisdiction. We note that there is uncertainty as to whether a court would
enforce the provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Nevada law
in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors
and officers.


 


Transfer Agent and Registrar



 


The transfer agent and registrar for our common stock is Computershare
Trust Company, N.A.


 Listing


 




Our common stock is listed on The Nasdaq Capital Market under
the symbol “AEMD”.


 


 


 


 


 


 


 


 


 






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