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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICAN ASSET MANAGEMENT CORP.
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(Name of Issuer)
COMMON STOCK (WITHOUT PAR VALUE)
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(TITLE OF CLASS OF SECURITIES)
024010308
-----------------------------
(CUSIP Number)
Kenneth Koch, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue, New York, NY 10176
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 16, 1998
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(Date of event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES,
AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE
DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE
ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF
THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE
THE NOTES).
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CUSIP No. 024010308
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1 Name of Reporting Person Nathan Low
S.S. or I.R.S. Identification No.
of Above Person
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2 Check the Appropriate Box if (a) [X]
a Member of a Group (b) [ ]
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3 SEC Use Only
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4 Source of Funds PF
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5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization U.S.A.
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7 Sole Voting Power 61,000 including
30,000 underlying
warrants
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8 Shared Voting Power 118,000
Number of Shares
Beneficially Owned by -------------------------------------------------
Reporting Person With
9 Sole Dispositive Power 61,000 including
30,000 underlying
warrants
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10 Shared Dispositive Power 118,000
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11 Aggregate Amount Beneficially
Owned By Each Reporting Person 179,000
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12 Check box if the aggregate Amount
in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented
Amount in Row (11) 14.8%
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14 Type of Reporting Person IN
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CUSIP No. 024010308
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1 Name of Reporting Person Sunrise Foundation Trust
S.S. or I.R.S. Identification No.
of Above Person
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2 Check the Appropriate Box if (a) [X]
a Member of a Group (b) [ ]
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3 SEC Use Only
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4 Source of Funds WC
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5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization U.S.A.
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7 Sole Voting Power 0
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Number of Shares 8 Shared Voting Power 68,000
Beneficially Owned by ____________________________________________
Reporting Person With
9 Sole Dispositive Power 0
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10 Shared Dispositive Power 68,000
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11 Aggregate Amount Beneficially
Owned By Each Reporting Person 68,000
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12 Check box if the aggregate Amount
in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented
Amount in Row (11) 5.8%
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14 Type of Reporting Person IN
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CUSIP No. 024010398
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1 Name of Reporting Person Individual Retirement Account f/b/o
S.S. or I.R.S. Identification No. Nathan Low
of Above Person
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2 Check the Appropriate Box if (a) [X]
a Member of a Group (b) [ ]
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3 SEC Use Only
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4 Source of Funds PF
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5 Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization U.S.A.
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7 Sole Voting Power 0
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Number of Shares 8 Shared Voting Power 50,000
Beneficially Owned by ____________________________________________
Reporting Person With
9 Sole Dispositive Power 0
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10 Shared Dispositive Power 50,000
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11 Aggregate Amount Beneficially
Owned By Each Reporting Person 50,000
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12 Check box if the aggregate Amount
in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented
Amount in Row (11) 4.2%
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14 Type of Reporting Person IN
<PAGE>
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is the common stock, without par value (the "Common Stock"), of
American Asset Management Corporation, a New Jersey corporation (the
"Company"). The principal executive offices of the Company are located at 150
Morristown Road, Bernardsville, New Jersey 07924.
Item 2. Identity and Background.
(a) The name of the persons filing (the "Filing Persons") this
Schedule are Nathan Low ("Low"), Individual Retirement
Account f/b/o Low, (the "IRA") and Sunrise Foundation Trust
(the "Trust").
(b) The business address of each of the Filing Persons is c/o
Sunrise Securities Corp., 135 East 57th Street, 11th Floor,
New York, New York 10022.
(c) Mr. Low is the sole stockholder of, and his principal
occupation is serving as President of, Sunrise Securities
Corp., a registered broker-dealer, and Sunrise Financial
Group, Inc., a public relations firm.
(d) Mr. Low has not been convicted during the past five years in
a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Mr. Low has not been, during the last five years, a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and has not and is not subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Low is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds used for purchase made by (a) Low and the IRA
were personal funds and (b) the Trust were endowment funds.
Item 4. Purpose of Transaction.
On June 16, 1998, the IRA purchased 50,000 shares of Common Stock and
the Trust purchased 30,000 shares of Common Stock at $3.00 per share from the
Company in a private placement. Such purchases were made for investment.
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Except as provided herein, the Filing Persons have no plans or
proposals which would relate to or would result in:
(a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(c) a sale or transfer of a material amount of assets of the
Company;
(d) any change in the present board of directors or
management of the Company;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any other material change in the Company's business or
corporate structure;
(g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) causing a class of securities of the Company to be
delisted from a national securities exchange or cease to be authorized to be
quoted on an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1933; or
(j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The equity securities to which this statement relates
consists of 179,000 shares of Common Stock, including (i) 31,000 shares of
Common Stock owned by Mr. Low (ii) 30,000 shares of Common Stock issuable upon
the exercise of warrants (the "Warrants") held by Mr. Low at an exercise price
of $4.00 per share, (iii) 68,000 shares of Common Stock owned by the Trust, of
which Mr. Low is a trustee, and (iv) 50,000 shares of Common Stock owned by the
IRA, of which Mr. Low is the beneficiary. These equity securities represent
approximately 14.8% of the outstanding shares of Common Stock. The Warrants are
currently exercisable and expire on May 20, 2001.
(b) Mr. Low has the sole power to vote and dispose of the
Common Stock owned by him and shares such power with the co-trustees of the
Trust and with the Custodian of the IRA.
(c) During the 60 days preceding the filing of this report,
the only transaction involving Common Stock were the acquisitions from the
Company by the Trust (30,000 shares) and IRA (50,000 shares) at $3.00 per share
in private placement (the "Private Placement") which was
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consummated on June 16, 1998 and the purchase by Mr. Low of 1,000 shares of
Common Stock at $5 3/8 per share on the open market on June 18, 1998.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer. On March 26, 1998,
Sunrise Financial Group ("SFG") entered into a Public
Relations Retainer Agreement (the "PRR Agreement") with the
Company pursuant to which SFG agreed over the sixth-month
term of the agreement to provide certain financial public
relations services to the Company in exchange for the
Warrants. The PRR Agreement provides for certain "piggyback"
registration rights as to the common stock underlying the
Warrants. In connection with the Private Placement, the IRA
and the Trust each entered into (i) Subscription Agreements
pursuant to which they agreed to purchase shares of Common
Stock in the Private Placement and (ii) Registration Rights
Agreements pursuant to which they received certain
"piggyback" registration rights as to such shares.
Item 7. Materials to be Filed as Exhibits.
1. Joint Filing Agreement
2. Public Relations Retainer Agreement
3. Warrants
4. Subscription Agreement
5. Registration Rights Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, correct and complete.
Dated: June __, 1998 /s/ Nathan Low
-----------------------------------
Nathan Low
SUNRISE FOUNDATION TRUST
By: /s/ Nathan Low
--------------------------------
Nathan Low, Trustee
Individual Retirement Account
f/b/o Nathan Low
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By: /s/ Nathan Low
--------------------------------
Nathan Low
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<PAGE>
Exhibit 1
The Undersigned agree that this Statement on Schedule 13D with respect
to the Common Stock, without par value, of American Asset Management
Corporation, to which this agreement is attached and any amendments thereto are
filed on behalf of them.
This agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one instrument.
Dated: June __, 1998 /s/ Nathan Low
------------------------------
Nathan Low
SUNRISE FOUNDATION TRUST
By: /s/ Nathan Low
---------------------------
Nathan Low, Trustee
Individual Retirement Account
f/b/o Nathan Low
By: /s/ Nathan Low
---------------------------
<PAGE>
COMMON STOCK SUBSCRIPTION AGREEMENT
May , 1998
American Asset Management Corp.
150 Morristown Road
Bernardsville, New Jersey 07924
Gentlemen:
The undersigned ("Subscriber") hereby tenders this Common Stock
Subscription Agreement ("Agreement") subject to the terms and conditions set
forth herein. If you are in agreement, please indicate your acceptance by
executing this Agreement in the space provided and returning one executed
counterpart to Subscriber.
1. Subscription.
-------------
Subscriber hereby subscribes for the purchase of 50,000 shares (the
"Shares") of Common Stock, no par value ("Common Stock"), of American Asset
Management Corp., a New Jersey corporation ("Issuer"), for an aggregate
purchase price of $ 150,000, to be paid to Issuer by Subscriber in the manner
set forth in Section 2 hereof.
2. Payment for and Delivery of Shares.
-----------------------------------
2.1. In payment of the purchase price for the Shares by Subscriber
will be made by check payable to the Issuer or by wire transfer in accordance
with instructions provided to the Subscriber by the Issuer.
2.2. Upon the payment in full of the purchase price of the Shares the
Issuer will instruct the transfer agent for the Common Stock to issue a
certificate representing the Shares to Subscriber to be delivered to the
Subscriber's address set forth below.
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3. Restrictions on Transfer.
-------------------------
3.1. Subscriber agrees that it will not sell, assign or transfer any
of the Shares in violation of the Securities Act of 1933, as amended (the
"Act"), or any other applicable state securities laws ("Other Securities Laws")
unless such Shares are registered under the Act and Other Securities Laws or an
exemption from such registration is applicable to such transfer. It shall be a
condition to any such transfer that Issuer shall be furnished with an opinion
of counsel, reasonably satisfactory to Issuer, to the effect that the proposed
transfer would be in compliance with the Act and Other Securities Laws.
3.2. Subscriber understands that the certificate(s) representing the
Shares will bear a restrictive legend thereon substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE
SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS
AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER,
IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE
WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION."
3.3. Subscriber understands that Issuer will direct the Transfer Agent
for the Common Stock to place a stop transfer instruction against the
certificate(s) representing the Shares issued pursuant to this Agreement and
will instruct the Transfer Agent to refuse to effect any transfer thereof in
the absence of a Registration Statement declared effective by the Securities
and Exchange Commission ("SEC") with respect to the Shares or a favorable
opinion of counsel, satisfactory to Issuer, that such transfer is exempt from
registration under the Act and any Other Securities Laws.
3.4. Subscriber understands that it has no rights whatsoever to
request, and that the Issuer is under no obligation whatsoever to furnish, a
registration of the Shares under the Act or any Other Securities Laws, except
under the terms of the Registration Rights Agreement, in the form of Exhibit A
attached hereto (the "Registration Rights Agreement"), between the Issuer and
Subscriber.
4. Subscriber's Representations and Warranties.
--------------------------------------------
In order to induce Issuer to execute this Agreement and to consummate
the transactions set
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<PAGE>
forth herein, Subscriber and Nathan A. Low, the beneficiary of the Subscriber
(the "Beneficiary") hereby represent and warrant with and covenant to Issuer as
follows:
4.1. The Subscriber has all requisite power and authority to enter
into this Agreement and the Registration Rights Agreement and subscriber for
the Shares pursuant hereto.
4.2. Each of this Agreement and the Registration Rights Agreement has
been duly authorized, executed and delivered by or on behalf of the Subscriber
and constitutes the valid and binding obligation of the Subscriber enforecable
against the Subscriber in accordance with its terms.
4.3. Subscriber acknowledges that its representatives and the
Beneficiary have had the opportunity to ask questions of and receive answers
from qualified representatives of the Issuer concerning the business of the
Issuer and the terms and conditions of this Agreement, and all of such
questions have been answered to such representatives' and the Beneficiary's
satisfaction. Subscriber's representatives and the Beneficiary have reviewed
the Issuer's Annual Report on Form 10-K for the year ended December 31, 1996, a
copy of which is attached hereto as Exhibit B, the Issuer's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1997, a copy of which is
attached hereto as Exhibit C, the Issuer's audited financial statements as of
December 31, 1997 and for the years ended December 31, 1996 and 1997 a copy of
which is attached hereto as Exhibit D and the Company's May 8, 1998 press
release relating to earnings for its fiscal year ended December 31, 1997 and
the quarter ended March 31, 1998, a copy of which is attached hereto as Exhibit
E. In addition, the Subscriber acknowledges that as a result of the Company's
being subject to the reporting requirements of the Securities Exchange Act of
1934 (the "Exchange Act"), the Subscriber's representatives and the Beneficiary
have had access to, and an opportunity to review all other periodic and other
reports filed by the Company with the SEC pursuant to the Exchange Act.
4.4. Subscriber represents that its representatives and the
Beneficiary are sophisticated investors familiar with the type of risks
inherent in the acquisition of securities such as the Shares and that, by
reason of their knowledge and experience in financial and business matters in
general, and investments of this type in particular, they are each capable of
evaluating the merits and risks of an investment by Subscriber in the Shares,
including, but not limited to the risks enumerated in Exhibit F attached
hereto. Such representatives and the Beneficiary have performed their own due
diligence investigation in connection with Subscriber's subscription for the
Shares.
4.5 Subscriber's and the Beneficiary's financial condition are such
that they are under no present need, in order to satisfy any existing or
contemplated agreement, understanding or indebtedness, to dispose of any
portion of the Shares which Subscriber is purchasing hereunder. Subscriber and
the Beneficary are each able to bear the economic risk of an investment in the
Shares, including, without limiting the generality of the foregoing, the risk
of losing part or all of its investment in the Shares and Subscriber's probable
inability to sell or transfer the Shares for an indefinite period of time.
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4.6. Subscriber and the Beneficiary are acquiring the Shares for
Subscriber's own account and for the purpose of investment and not with a view
to, or for resale in connection with, any distribution within the meaning of
the Act or Other Securities Laws.
4.7. Subscriber and the Beneficiary are aware that any sales of the
Shares which may be made in reliance upon Rule 144 promulgated under the Act,
may be made only if Issuer is in compliance with the reporting and other
requirements under Rule 144, and then only in limited amounts, after the
required holding periods, and otherwise in accordance with the terms and
conditions of Rule 144.
4.8. Subscriber and the Beneficiary understand that Issuer is not
obligated to Subscriber or the Beneficary to remain current, under the
reporting requirements of Section 13 of the Exchange Act.
4.9. Subscriber and the Beneficiary represent that they each are an
"accredited investor" within the meaning of Rule 501(a) of Regulation D
promulgated under the Act.
4.10. Subscriber and the Beneficiary each acknowledges that Issuer has
relied on the representations contained herein and that the statutory basis for
exemption from the requirements of Section 5 of the Act may not be present if,
notwithstanding such representations, Subscriber and the Beneficiary were
acquiring the Shares for resale or distribution upon the occurrence or
non-occurrence of some predetermined event.
5. Issuer's Representations and Warranties.
----------------------------------------
In order to induce Subscriber to execute this Agreement and to
consummate the transactions set forth therein, Issuer hereby represents and
warrants with and covenants to Subscriber as follows:
5.1. The Issuer is a corporation duly organized, validly existing and
in good standing under the laws of the State of New Jersey.
5.2. Each of this Agreement and the Registration Rights Agreement has
been duly authorized, executed and delivered by or on behalf of the Issuer and
constitutes the valid and binding obligation of the Issuer enforecable against
the Issuer in accordance with its terms.
5.3. The Shares have been duly and validly authorized, and their
issuance and sale to the Subscriber pursuant to this Agreement have been duly
authorized by the Board of Directors of the Issuer.
6. Miscellaneous.
--------------
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6.1. The representations and warranties contained herein shall be true
at and as of the respective dates of delivery of the Shares to Subscriber as
though such representations and warranties were made at and as of such
respective dates.
6.2. This Agreement shall be construed in accordance with and governed
by the internal laws of the State of New Jersey.
6.3. Each party hereto agrees to use its best efforts to take any
action which may be reasonably requested by the other party hereto in order to
effectuate or implement the provisions of this Agreement.
6.4. The rights and obligations of the parties under this Agreement
shall bind and inure to the benefit of the parties and their respective
successors.
6.5. This Agreement may be executed in separate counterparts, all of
which shall constitute one agreement.
6.6. All notices required or permitted to be given hereunder shall be
personally delivered, sent by courier service or mailed by certified or
registered mail, postage prepaid, to the respective parties at the addresses
set forth herein and shall be deemed given upon receipt.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SUBSCRIBER:
NATHAN LOW IRA
By: /s/ Nathan Low
-----------------------------
Name:Nathan Low
Title:
Address: c/o Bear Stearns/Sunrise
Foundation
135 East 57th Street-11th Floor
New York, New York 10022
ISSUER:
AMERICAN ASSET MANAGEMENT CORP.
By: /s/ Richard G. Gagliardi
------------------------
/s/ Nathan Low
-----------------------------------------------
NATHAN LOW (as to the representations contained
in Section 4 of this Agreement)
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<PAGE>
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of May___,
1998, between American Asset Management Corp., a New Jersey corporation (the
"Company"), and the person whose name and address appear on the signature page
of this Agreement ( the "Holder").
RECITALS
WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Company has accepted the subscription of the Holder in
connection with the offering by the Company (the "Offering") to certain
"accredited" investors, including the Holder, of an aggregate of 200,000 shares
of common stock, no par value, of the Company (the "Common Stock").
WHEREAS, the Company has agreed to grant to the Holder certain
registration rights with respect to the 50,000 shares of Common Stock (the
"Shares") being purchased by the Holder in the Offering, upon the terms and
conditions herein set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. PIGGYBACK REGISTRATION.
(a) If at any time any time prior to the fifth (5th) year
anniversary of the final closing of the Offering, the Company proposes to
prepare and file with the Securities and Exchange Commission a registration
statement covering equity or debt securities of the Company, or any such
securities of the Company held by its stockholders, other than in connection
with a merger, acquisition or pursuant to a registration statement on Form S-4
or Form S-8 or any successor form (for purposes of this Section 1,
collectively, a "Piggyback Registration Statement"), the Company will give
written notice of its intention to do so by registered or certified mail
("Notice"), at least 15 days prior to the filing of each such Piggyback
Registration Statement, to Holder. Upon the written request of Holder, made
within 5 days after receipt of the Notice, that the Company include any of the
Registrable Shares (as herinafter defined) in the Piggyback Registration
Statement, the Company shall, as to Holder, use reasonable efforts to effect
the registration under the Securities Act of 1933, as amended (the "Act"), of
the Registrable Shares which it has been so requested to register ("Piggyback
Registration"), at the Company's sole cost and expense and at no cost or
expense to Holder (other than any underwriting or other commissions, discounts
or fees of any counsel or advisor to the Holder which shall be payable by the
Holder, as further provided in Section 3(b) hereof); provided, however, that
if, the Piggyback Registration is in connection with an underwritten
<PAGE>
public offering and in the written opinion of the Company's underwriter or
managing underwriter of the underwriting group, if any, for such offering, the
inclusion of all or a portion of the Registrable Shares requested to be
registered, when added to the securities being registered by the Company or the
selling stockholder(s), if any, will exceed the maximum amount of the Company's
securities which can be marketed (i) at a price reasonably related to their
then current market value, or (ii) without otherwise having a material adverse
effect on the entire offering, then the Company may, subject to the allocation
priority set forth in the next paragraph, exclude from such offering all or a
portion of the Registrable Shares which it has been requested to register.
Without limiting the generality of the foregoing, such underwriter or managing
underwriter may condition its consent to the inclusion of all or a portion of
the Registrable Shares requested to be registered upon the participation by
Holder in the underwritten public offering on the terms and conditions thereof.
(b) If securities are proposed to be offered for sale
pursuant to such Piggyback Registration Statement by other security holders of
the Company and the total number of the Registrable Shares to be offered by
Holder and such other selling security holders is required to be reduced
pursuant to a request from the underwriter or managing underwriter (which
request shall be made only for the reasons and in the manner set forth above),
the aggregate number of Registrable Shares to be offered by Holder pursuant to
such Piggyback Registration Statement shall equal the number which bears the
same ratio to the maximum number of securities that the underwriter or managing
underwriter believes may be included for all the selling security holders
(including Holder) as the original number of securities proposed to be sold by
Holder bears to the total original number of securities proposed to be offered
by Holder and the other selling securityholders.
(c) Notwithstanding the preceding provisions of this Section
1, the Company shall have the right at any time after it shall have given
written notice pursuant to this Section 1 (irrespective of whether any written
request for inclusion of such securities shall have already been made) to elect
not to file any proposed Piggyback Registration Statement filed pursuant to
this Section 1, or to withdraw the same after the filing but prior to the
effective date thereof.
2. REGISTRABLE SHARES. For purposes of this Agreement, the term
"Registrable Shares" shall mean each of the shares of Common Stock of the
Company acquired and beneficially owned by Holder in connection with the
Offering and any securities issued or issuable with respect to such shares of
Common Stock by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise. Once issued, any such securities shall cease to be
Registrable Shares registerable hereunder upon the earlier of (a) the sale of
such securities pursuant to an effective registration statement under the Act,
(b) the distribution thereof to the public pursuant to Rule 144 (or any
successor provision) under the Act, (c) a transfer pursuant to which new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent disposition of them shall not
require registration or qualification of them under the Act or any similar
state law then in force, (d) they shall have ceased to be outstanding, or (e)
any and all legends restricting transfer thereof may
<PAGE>
been removed in accordance with the provisions of Rule 144(k) (or any successor
provision) under the Act.
3. COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION. The Company
hereby covenants and agrees as follows:
(a) Following the effective date of a registration statement
covering Registrable Shares, the Company shall, upon the request of Holder,
forthwith supply such reasonable number of copies of the Registration
Statement, preliminary prospectus and prospectus meeting the requirements of
the Act, and other documents necessary or incidental to the public offering of
the Registrable Shares as shall be reasonably requested by Holder to permit
Holder to make a public distribution of the Registrable Shares. The obligations
of the Company hereunder with respect to the Registrable Shares are expressly
conditioned on Holder's furnishing to the Company such appropriate information
concerning Holder, the Registrable Shares and the terms of Holder's offering of
such shares as the Company may request.
(b) The Company will pay all costs, fees and expenses in
connection with all Registration Statements filed pursuant to this Agreement,
including, without limitation, the Company's legal and accounting fees,
printing expenses and blue sky fees and expenses; provided, however, that
Holder shall be solely responsible for the fees of any counsel or advisor
retained by Holder in connection with such registration and any transfer taxes
or underwriting discounts, selling commissions or selling fees applicable to
the Registrable Shares sold by Holder pursuant thereto.
(c) The Company will use reasonable efforts to qualify or
register the Registrable Shares included in a Registration Statement for
offering and sale under the securities or blue sky laws of such states as are
reasonably requested by Holder, provided that the Company shall not be
obligated to execute or file any general consent to service of process (unless
the Company is already then subject to service in such jurisdiction) or to
qualify as a foreign corporation to do business under the laws of any such
jurisdiction.
(d) Notwithstanding anything contained in this Agreement to
the contrary, the Company shall not be obligated to register the Registrable
Shares under the Act or maintain the effectiveness of any registration
statement filed under Section 1 or 2 hereof if it receives an opinion of
counsel to the Company that any of the Registrable Shares may be freely traded
without registration under the Act, under Rule 144 of the Act or otherwise.
Nothing contained in this Agreement shall require the Company to undergo an
audit, other than in the ordinary course of business.
4. COVENANT OF HOLDER.
(a) Holder, upon receipt of notice from the Company that an
event has occurred which requires a post-effective amendment to any
registration statement covering Registrable Shares
-3-
<PAGE>
or a supplement to the prospectus included therein, shall promptly discontinue
the sale of the Registrable Shares until Holder receives a copy of a
supplemented or amended prospectus from the Company, which the Company shall
provide as soon as practicable after such notice.
(b) Holder agrees to fully cooperate with the Company and to
furnish to the Company such information regarding Holder as the Company may
from time to time deem reasonably necessary in connection with the preparation
and filing of any registration statement covering the Registrable Shares.
5. INDEMNIFICATION.
(a) In the event of any registration of any the Registrable
Shares under the Act, the Company shall indemnify and hold harmless the holder
of the Registrable Shares covered by such registration statement, its directors
and officers, against any losses, claims, damages or liabilities to which such
holder or any such director or officer may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities caused by or
arising out of any untrue statement of a material fact contained in any
registration statement under which such securities were registered under the
Act, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, provided that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished or required to be furnished to the Company
by such holder for use in the preparation thereof.
(b) As a condition to including any of the Registrable Shares
in any registration statement filed pursuant to this Agreement, the Holder of
the Registrable Shares, as a prospective seller of the Registrable Shares
hereby agrees to indemnify and hold harmless (in the same manner and to the
same extent as set forth in subdivision (a) of this Section 5) the Company,
each director of the Company, each officer, employee or agent of the Company
and each underwriter of the Registrable Shares and each other person or entity,
if any, which controls the Company or such underwriter within the meaning of
the Act, with respect to any statement or alleged statement in, or omission or
alleged omission from, such registration statement, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by the Holder for use in the preparation
of such registration statement, preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement. Any such indemnity shall remain in
full force and effect, regardless of any investigation made by or on behalf of
the Company or any such director, officer or controlling person and shall
survive the transfer of such securities by Holder.
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<PAGE>
(c) Promptly after receipt by an indemnified party of notice
of the commencement of any action or proceeding involving a claim referred to
in the preceding subdivisions of this Section 5, such indemnified party will,
if a claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action, provided that
the failure of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 5, except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice. In case any such
action is brought against an indemnified party, unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified, to the extent that the
indemnifying party may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement of any such action which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability, or a
covenant not to sue, in respect to such claim or litigation. No indemnified
party shall consent to entry of any judgment or enter into any settlement of
any such action without the consent of the indemnifying party.
6. AMENDMENTS. This Agreement may only be amended by a written
instrument executed by the Company and the Holder.
7. NOTICES. Except as otherwise provided in this Agreement, all
notices, requests and other communications to any person provided for hereunder
shall be in writing and shall be given to such person (a) in the case of the
Holder, addressed to such party at the address set forth on the signature page
of this Agreement or such other address as the Holder shall specify to the
Company in writing, or (b) in the case of the Company, at the address set forth
on the signature page hereto, to the attention of its President, or at such
other address, or to the attention of such other officer, as the Company shall
have furnished to the Holder in writing with a copy to: Tenzer Greenblatt LLP,
405 Lexington Avenue, New York, New York 10174, Attention: Ethan Seer, Esq. Each
such notice, request or other communication shall be effective (i) if given by
mail, 48 hours after such communication is deposited in the mails (except as
otherwise provided in Section 1) by first class postage prepaid, addressed as
aforesaid or (ii) if given by any other means (including, without limitation,
by fax or air courier), when delivered at the address specified above, provided
that any such notice, request or communication shall not be effective until
received.
8. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto. In addition, and whether
or not any express assignment shall have been made, the provisions of this
Agreement which are for the benefit of Holder shall also be
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<PAGE>
for the benefit of and enforceable by any subsequent holder of the Registrable
Shares. Holder agrees, by accepting any portion of the Registrable Shares after
the date hereof, to the provisions of this Agreement.
9. GOVERNING LAW.
(a) THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS
OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF
LAWS.
(b) Each of the Company and Holder hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of the State of New York and of the United States located in the County of New
York, State of New York (the " NY Courts") for any litigation arising out of or
relating to this Agreement and the transactions contemplated hereby (and agrees
not to commence any litigation relating thereto except in such courts), waives
any objection to the laying of venue of any such litigation in the NY Courts
and agrees not to plead or claim that such litigation brought in any NY Courts
has been brought in an inconvenient forum.
10. COUNTERPARTS. This Agreement may be executed by facsimile and may
be signed simultaneously in any number of counterparts, each of which shall be
deemed an original, but all such counterparts shall together constitute one and
the same instrument.
11. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the Company and each other party hereto relating to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.
12. SEVERABILITY. If any provision of this Agreement, or the
application of such provisions to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.
AMERICAN ASSET MANAGEMENT CORP.
By: /s/ Richard G. Gagliardi
----------------------------
Richard Gagliardi, President
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<PAGE>
Address: 150 Morristown Road,
Bernardsville, N.J. 07924
Telephone: (908) 766-1701
Telecopier:(908) 766-1851
HOLDER: NATHAN LOW IRA
By: /s/ Nathan Low
------------------
Name: Nathan Low
Title:
Address:
--------------------------
--------------------------
--------------------------
--------------------------
--------------------------
Telephone: ( )
----------------
Telecopier: ( )
----------------
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<PAGE>
SUNRISE FINANCIAL GROUP, INC.
135 East 57th Street, 11th Floor
New York, New York 10022
(212) 421-1616
March 26, 1998
Mr. Richard Gagliardi, Chairman and CEO
American Asset Management Corp.
150 Morristown Road,
Bernardsville, NJ 07924
Re: Public Relations Retainer Agreement
Gentlemen:
As we discussed, American Asset Management Corp. (the "Company") is
interested in retaining Sunrise Financial Group, Inc. ("Sunrise") as its
consultant for financial public relations.
Services
The services Sunrise will provide include the following: performance
of public relations and corporate communications projects as are mutually
agreed on; planning meetings with institutional investors, research analysts
and retail brokers.
As full compensation for Sunrise's services pursuant to this
agreement, the Company will pay Sunrise the following fees:
Issue to Nathan A. Low, the sole stockholder of Sunrise a
warrant to purchase up to 30,000 shares of the outstanding
stock of the Company at $4 per share.
Warrants
The Warrants shall be exercisable for three years from issuance. The
Company further agrees that during the term of the warrant, if the Company
intends to file a Registration Statement for the public sale of its securities
(other than a Form S-8, S-4 or comparable Registration Statement), it will
notify Sunrise and if so requested will include in that Registration Statement
the common stock underlying the warrant, at Company expense (excluding prorated
SEC registration fees, Sunrise's counsel's fees and any underwriting or selling
commissions). The number of shares and exercise price per share subject to the
warrant shall be adjusted in the case of any dividend, stock split or other
recapitalization or reorganization so that the warrant shall not be diminished
or diluted. The warrant may also be assigned.
Expense Reimbursement
In addition to the fees payable hereunder, the Company shall reimburse
Sunrise, upon request from time to time, for all reasonable out-of-pocket
expenses incurred by Sunrise (including but not limited to printing and graphic
design, travel, postage, copying, secretarial, and phone expenses) in
connection with Sunrise's services pursuant to this agreement upon submission
of proper documentation to the Company. Individual out-of-pocket expenses will
not exceed $100.00 without the written consent of the Company.
<PAGE>
Term
This agreement shall be for a term of six months from the date of this
agreement.
Relationship
Nothing herein shall constitute Sunrise as an employee or agent of the
Company, except to such extent as might hereinafter be agreed upon for a
particular purpose. Except as might hereinafter be expressly agreed, Sunrise
shall not have the authority to obligate or commit the Company in any manner
whatsoever.
Confidentiality
Except in the course of the performance of its duties hereunder,
Sunrise agrees that it shall not disclose any trade secrets, know-how, or other
proprietary information not in the public domain learned as a result of this
Agreement unless and until such information becomes generally known.
Assignment and Termination
This Agreement shall not be assignable by any party except to
successors to all or substantially all of the business of either party for any
reason whatsoever without the prior written consent of the other party, which
consent may be arbitrarily withheld by the party whose consent is required.
Miscellaneous
The benefits of this agreement shall inure to the respective
successors and assigns of the parties, and the obligations and liabilities
assumed in this agreement by the parties shall be binding upon their respective
successors and permitted assigns.
The validity and interpretation of this agreement shall be governed by
the laws of the State of New York as applied to agreements made and to be fully
performed therein. The parties agree that neither shall commence any litigation
against the other arising out of this Agreement or its termination except in a
court located in the City of New York. Each party consents to the in personem
jurisdiction over it by such a court and consents to the service of process of
such a court on it by mail.
If the foregoing correctly sets forth our agreement, please sign, date
and return to us the enclosed copy of this letter, whereupon this letter shall
constitute a binding agreement between us. Sunrise is looking forward to
working with you in making American Asset Management Corp. highly successful
and prosperous.
Sincerely,
SUNRISE FINANCIAL GROUP, INC.
By:
----------------------------
Nathan A. Low, President
Confirmed and Agreed to this
____ day of _____________, 1998
American Asset Management Corp.
By:
-----------------------------------
Mr. Richard Gagliardi, Chairman
<PAGE>
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT
APPLICABLE PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER
SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE
DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT IS AVAILABLE.
EXERCISABLE FROM MAY , 1998 UNTIL ON OR BEFORE
5:00 P.M., NEW YORK TIME, MAY , 2001
No. AAM-1 30,000 Warrants
AMERICAN ASSET MANAGEMENT CORP.
WARRANT
This warrant certificate (the "Warrant Certificate") certifies that
Nathan A. Low, or registered assigns, is the registered holder of warrants
to purchase from American Asset Management Corp., a New Jersey corporation
(the "Company") at any time from May 20, 1998 until 5:00 P.M. New York City
time on May 20, 2001, up to 30,000 fully-paid and non-assessable shares,
subject to adjustment in accordance with Article 5 hereof (the "Warrant
Shares"), of the common stock (the "Common Stock"), no par value, of the
Company, subject to the terms and conditions set forth herein. The warrants
represented by this Warrant Certificate and any warrants resulting from a
transfer or subdivision of the warrants represented by this Warrant Certificate
shall sometimes hereinafter be referred to, individually, as a "Warrant" and,
collectively, as the "Warrants."
<PAGE>
This Warrant is being issued to Nathan A. Low, the initial holder of the
Warrant, as sole stockholder of Sunrise Financial Group, Inc. ("Sunrise"),
pursuant to the public relations retainer agreement dated as of even date
between the Company and Sunrise.
1. Exercise of Warrants. Each Warrant is initially exercisable to purchase
one Warrant Share at an initial exercise price per Warrant Share of $4.00,
subject to adjustment as set forth in Article 5 hereof, payable in cash or by
check to the order of the Company, or any combination of cash or check. Upon
surrender of this Warrant Certificate with the annexed Form of Election to
Purchase duly executed, together with payment of the Exercise Price (as
hereinafter defined) for the Warrant Shares purchased, at the Company's
principal offices (presently located at 150 Morristown Road, Bernardsville,
New Jersey 07924), the registered holder of the Warrant Certificate ("Holder"
or "Holders") shall be entitled to receive a certificate or certificates for
the Warrant Shares so purchased. The purchase rights represented by this
Warrant Certificate are exercisable at the option of the Holder hereof, in
whole or in part (but not as to fractional shares). In the case of the
purchase of less than all the Warrant Shares purchasable under this Warrant
Certificate, the Company shall cancel this Warrant Certificate upon the
surrender thereof and shall execute and deliver a new Warrant Certificate of
like tenor for the balance of the Warrant Shares purchasable hereunder.
<PAGE>
2. Issuance of Certificates. Upon the exercise of the Warrants, the
issuance of certificates for the Warrant Shares purchased pursuant to such
exercise shall be made forthwith without charge to the Holder thereof
including, without limitation, any tax which may be payable in respect of the
issuance thereof, and such certificates shall (subject to the provisions of
Article 3 hereof) be issued in the name of, or in such names as may be
directed by, the Holder thereof; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificates in a name other
than that of the Holder and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has
been paid.
The Warrant Certificates and, upon exercise of the Warrants, the
certificates representing the Warrant Shares shall be executed on behalf of
the Company by the manual or facsimile signature of those officers required
to sign such certificates under applicable law.
This Warrant Certificate and, upon exercise of the Warrants, in part or
in whole, certificates representing the Warrant Shares shall bear a legend
substantially similar to the following:
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<PAGE>
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended ("Act"), and may not be offered or sold except
(i) pursuant to an effective registration statement
under the Act, (ii) to the extent applicable, pursuant
to Rule 144 under the Act (or any similar rule under
such Act relating to the disposition of securities), or
(iii) upon the delivery by the holder to the Company of
an opinion of counsel, reasonably satisfactory to counsel
to the issuer, stating that an exemption from registration
under such Act is available."
3. Restriction on Transfer of Warrants. The Holder of this Warrant
Certificate, by its acceptance thereof, covenants and agrees that the Warrants
and the Warrant Shares issuable upon exercise of the Warrants are being
acquired as an investment and not with a view to the distribution thereof and
that the Warrants and the Warrant Shares may not be transferred unless such
securities are either registered under the Act and any applicable state
securities law or an exemption from such registration is available. The Holder
of this Warrant Certificate acknowledges that the Holder is an "accredited
investor" within the meaning of Regulation D promulgated under the Act who has
been provided with an opportunity to ask questions of representatives of the
Company concerning the Company and that all such questions were answered to
the satisfaction of the Holder. In connection with any purchase of Warrant
Shares the Holder agrees to execute any documents which may be reasonably
required by counsel to the Company to comply with the provisions of the Act
and applicable state securities laws.
4. Price.
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<PAGE>
4.1 Initial and Adjusted Exercise Price. The initial exercise price
of each Warrant shall be that price as determined in Article 1 hereof. The
adjusted exercise price shall be the price which shall result from time to
time from any and all adjustments of the initial exercise price in accordance
with the provisions of Article 5 hereof.
4.2 Exercise Price. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, depending upon the
context.
5. Adjustments of Exercise Price and Number of Warrant Shares.
5.1 Subdivision and Combination. In case the Company shall at any
time subdivide or combine the outstanding Common Shares, the Exercise Price
shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.
5.2 Adjustment in Number of Warrant Shares. Upon each adjustment of
the Exercise Price pursuant to the provisions of this Article 5, the number
of Warrant Shares issuable upon the exercise of each Warrant shall be adjusted
to the nearest full Common Share by multiplying a number equal to the Exercise
Price in effect immediately prior to such adjustment by the number of Warrant
Shares issuable upon exercise of the Warrants immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.
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<PAGE>
5.3 Reclassification, Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding Common Shares (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination), or in the case of
any consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the outstanding Common Shares, except a change as a result of a
subdivision or combination of such shares or a change in nominal value, as
aforesaid), or in the case of a sale or conveyance to another corporation of
the property of the Company as an entirety, the Holder shall thereafter have
the right to purchase the kind and number of shares of stock and other
securities and property receivable upon such reclassification, change,
consolidation, merger, sale or conveyance as if the Holder were the owner of
the Warrant Shares issuable upon exercise of the Warrants immediately prior to
any such events at a price equal to the product of (x) the number of Warrant
Shares issuable upon exercise of the Warrants and (y) the Exercise Price in
effect immediately prior to the record date for such reclassification, change,
consolidation, merger, sale or conveyance as if such Holder had exercised the
Warrants.
5.4 Determination of Outstanding Shares. The number of Common Shares
at any one time outstanding shall include
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<PAGE>
the aggregate number of shares issued or issuable upon the exercise of
outstanding options, rights, warrants and upon the conversion or exchange of
outstanding convertible or exchangeable securities.
6. Exchange and Replacement of Warrant Certificates. This Warrant
Certificate is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant Certificate, and,
in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrants, if
mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu thereof.
7. Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of Common Shares and
shall not be required to issue scrip or pay cash in lieu of fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by
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<PAGE>
rounding any fraction up to the nearest whole number of Common Shares.
8. Reservation of Shares. The Company covenants and agrees that it
will at all times reserve and keep available out of its authorized share
capital, solely for the purpose of issuance upon the exercise of the Warrants,
such number of shares of Common Stock as shall be equal to the number of
Warrant Shares issuable upon the exercise of the Warrants, for issuance upon
such exercise, and that, upon exercise of the Warrants and payment of the
Exercise Price therefor, all Warrant Shares issuable upon such exercise shall
be duly and validly issued, fully paid, nonassessable and not subject to the
preemptive rights of any shareholder.
9. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to a registered Holder of the Warrants, to the address of such
Holder as shown on the books of the Company; or
(b) If to the Company, to the address set forth in Article 1 of this
Agreement or to such other address as the Company may designate by notice to
the Holders.
10. Successors. All the covenants and provisions of this Agreement by
or for the benefit of the Company and the Holder
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<PAGE>
inure to the benefit of their respective successors and assigns hereunder.
11. Governing Law.
11.1 Choice of Law. This Agreement shall be deemed to have been made
and delivered in the State of New Jersey and shall be governed as to validity,
interpretation, construction, effect and in all other respects by the internal
laws of the State of New Jersey.
11.2 Jurisdiction and Service of Process. The Company and the Holder
each (a) agrees that any legal suit, action or proceeding arising out of or
relating to this Warrant Certificate, or any other agreement entered into
between the Company and the Holder pursuant to the Offering shall be instituted
exclusively in the appropriate state court of the State of New York, County of
New York, or in the United States District Court for the Southern District of
New York (b) waives any objection which the Company or such Holder may have now
or hereafter to the venue of any such suit, action or proceeding, and (c)
irrevocably consents to the jurisdiction of the applicable state court of the
State of New York, County of New York and the United States District Court for
the Southern District of New York in any such suit, action or proceeding. The
Company and the Holder each further agrees to accept and acknowledge service of
any and all process which may be served in any such suit, action or proceeding
in the applicable state court of the State of New York,
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<PAGE>
County of New York or in the United States District Court for the Southern
District of New York and agrees that service of process upon the Company or the
Holder mailed by certified mail to their respective addresses shall be deemed
in every respect effective service of process upon the Company or the Holder,
as the case may be, in any suit, action or proceeding.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the 20 day of May 1998.
AMERICAN ASSET MANAGEMENT CORP.
By: /s/ Richard G. Gagliardi
-------------------------------------
Name:
Title:
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<PAGE>
[FORM OF ELECTION TO PURCHASE]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase Warrant Shares and
herewith tenders in payment for such Warrant Shares cash or a check payable to
the order of American Asset Management Corp. in the amount of $ , all in
accordance with the terms hereof. The undersigned requests that a certificate
for such Warrant Shares be registered in the name of ,
whose address is , and
that such certificate be delivered to ,
whose address is .
Dated: Signature:
------------------------------------
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant Certificate.)
---------------------------------
---------------------------------
(Insert Social Security or Other
Identifying Number of Holder)
<PAGE>
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED hereby
sells, assigns and transfers unto
(Please print name and address of transferee) this Warrant Certificate,
together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint , Attorney, to
transfer the within Warrant Certificate on the books of the within-named
Company, with full power of substitution.
Dated: Signature:
------------------------------------
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant Certificate.)
- ---------------------------------
- ---------------------------------
(Insert Social Security or Other
Identifying Number of Assignee)
