aei_ex4-4





 







EXHIBIT 4.4

 


 

 



DESCRIPTION OF CAPITAL STOCK

 



Our authorized capital stock consists of 20,000,000 shares of
common stock, $0.001 par value per share, and 5,000,000 shares of
blank check preferred stock, $0.001 par value per share. As of
April 14, 2021, there are 8,580,000 shares of common stock and 0
shares of preferred stock outstanding.

 



This description is intended as a summary, and is qualified in its
entirety by reference to our amended and restated articles of
incorporation and amended and restated by-laws, which are filed, or
incorporated by reference, as exhibits to our filings with the
Securities and Exchange Commission.

 



Common Stock

 



Holders of our common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the
stockholders, and do not have cumulative voting rights. Subject to
preferences that may be applicable to any outstanding shares of
preferred stock, holders of common stock are entitled to receive
ratably such dividends, if any, as may be declared from time to
time by our Board of Directors out of funds legally available for
dividend payments. All outstanding, shares of common stock are
fully paid and nonassessable. The holders of common stock have no
preferences or rights of cumulative voting, conversion, or
pre-emptive or other subscription rights. There are no redemption
or sinking fund provisions applicable to the common stock. In the
event of any liquidation, dissolution or winding-up of our affairs,
holders of common stock will be entitled to share ratably in any of
our assets remaining after payment or provision for payment of all
of our debts and obligations and after liquidation payments to
holders of outstanding shares of preferred stock, if
any.

 



Warrants

 



The following is a summary of certain terms and provisions of our
warrants (the “Warrants”).

 



The Warrants entitle the registered holder to purchase one share of
our common stock at a price equal to $9.80 per share, subject to
adjustment as discussed below, immediately following the issuance
of such warrant and terminating at 5:00 p.m., New York City time,
on November 27, 2023.

 



The exercise price and number of shares of common stock issuable
upon exercise of the Warrants may be adjusted in certain
circumstances, including in the event of a stock dividend or
recapitalization, reorganization, merger or consolidation. However,
the warrants will not be adjusted for issuances of common stock at
prices below its exercise price.

 



Exercisability. The
Warrants are exercisable at any time after their original issuance
and at any time up to the date that is three (3) years after their
original issuance. The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the
offices of the Company, with the exercise form on the reverse side
of the warrant certificate completed and executed as indicated,
accompanied by full payment of the exercise price, by certified or
official bank check payable to us, for the number of Warrants being
exercised.

 



Exercise Limitation. A holder
may not exercise any portion of a Warrant to the extent that the
holder, together with its affiliates and any other person or entity
acting as a group, would own more than 4.99% of the outstanding
common stock after exercise, as such percentage ownership is
determined in accordance with the terms of the Warrant, except that
upon prior notice from the holder to us, the holder may waive such
limitation up to a percentage not in excess of
9.99%.

 




 








 





 






Exercise Price. The
exercise price per whole share of common stock purchasable upon
exercise of the Warrants is $9.80 per share. The exercise price is
subject to appropriate adjustment in the event of certain stock
dividends and distributions, stock splits, stock combinations,
reclassifications or similar events affecting our common stock and
also upon any distributions of assets, including cash, stock or
other property to our stockholders.

 



Fractional Shares. No
fractional shares of common stock will be issued upon exercise of
the Warrants. If, upon exercise of the Warrant, a holder would be
entitled to receive a fractional interest in a share, we will, upon
exercise, pay a cash adjustment in respect of such fraction in an
amount equal to such fraction multiplied by the exercise price. If
multiple Warrants are exercised by the holder at the same time, we
shall pay a cash adjustment in respect of such final fraction in an
amount equal to such fraction multiplied by the exercise
price.

 



Transferability. Subject
to applicable laws, and the restrictions set forth under the Form
of Warrant, the Warrants shall not be offered for sale, sold,
transferred or assigned for one hundred eighty (180) days following
the Effective Date, the lock-up period.

 



Fundamental Transactions. In
the event of a fundamental transaction, as described in the
Warrants and generally including any reorganization,
recapitalization or reclassification of our common stock, the sale,
transfer or other disposition of all or substantially all of our
properties or assets, our consolidation or merger with or into
another person, the acquisition of more than 50% of our outstanding
common stock, or any person or group becoming the beneficial owner
of 50% of the voting power represented by our outstanding common
stock, the holders of the Warrants will be entitled to receive the
kind and amount of securities, cash or other property that the
holders would have received had they exercised the warrants
immediately prior to such fundamental
transaction.

 



Rights as a Stockholder. The Warrant holders do not have the rights or
privileges of holders of common stock or any voting rights until
they exercise their Warrants and receive shares of common stock.
After the issuance of shares of common stock upon exercise of the
Warrants, each holder will be entitled to one vote for each share
held of record on all matters to be voted on by
stockholders.

 



Preferred Stock

 



Our certificate of incorporation authorizes our board of directors
to issue 5,000,000 Preferred Stock, par value $0.001 per share and
to fix the rights, preferences, privileges and restrictions,
including voting rights, of these shares, without further
stockholder approval. Our Board of Directors has the authority,
without further stockholder authorization, to issue from time to
time shares of preferred stock in one or more series and to fix the
terms, limitations, relative rights and preferences and variations
of each series. Currently there are no outstanding shares of
preferred stock, or plans to issue any such shares in the
future.