SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

AIM IMMUNOTECH INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

00901B105

(CUSIP Number)

Todd Deutsch

Ted D. Kellner

c/o Baker & Hostetler LLP

127 Public Square, Suite 2000

Cleveland, Ohio 44114

Attn: John J. Harrington

(216) 621-0200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 17, 2023

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box:  ☐

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).

SCHEDULE 13D

CUSIP No. 00901B105

1.	Names of Reporting Persons   Todd Deutsch
2.	Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.	Citizenship or Place of Organization   United States of America

Number of Shares  Beneficially  Owned by Each Reporting Person With	7.	Sole Voting Power   1,716,100
	8.	Shared Voting Power   0
	9.	Sole Dispositive Power   1,716,100
	10.	Shared Dispositive Power   0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,716,100
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☒
13.	Percent of Class Represented by Amount in Row (11)   3.5%(1)
14.	Type of Reporting Person   IN

(1) Percentage ownership based on 48,408,295 shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2023.

CUSIP No. 00901B105

1.	Names of Reporting Persons   Ted D. Kellner
2.	Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.	Citizenship or Place of Organization   United States of America

Number of Shares  Beneficially  Owned by Each Reporting Person With	7.	Sole Voting Power   394,000
	8.	Shared Voting Power   1,049,000
	9.	Sole Dispositive Power   394,000
	10.	Shared Dispositive Power   1,049,000

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   1,443,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☒
13.	Percent of Class Represented by Amount in Row (11)   3.0%(1)
14.	Type of Reporting Person   IN

(1) Percentage ownership based on 48,408,295 shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2023.

SCHEDULE 13D

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of AIM ImmunoTech Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 2117 SW Highway 484, Ocala, Florida 34473.

Item 2. Identity and Background

(a) - (c), (f) This Schedule 13D is being filed jointly by Todd Deutsch and Ted D. Kellner (the “Reporting Persons”).

Mr. Deutsch’s address is 7 Old Wagon Lane, Old Westbury NY 11568. He is a private investor and entrepreneur. Since 2012, Mr. Deutsch has managed his family office. Mr. Deutsch is a U.S. citizen.

Mr. Kellner’s address is 790 North Water Street, Suite 2175, Milwaukee, WI 53202. He currently manages his personal and family investments after retiring from his career as a portfolio manager at an investment management firm that he founded in 1980. Mr. Kellner is a U.S. citizen.

(d) During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding.

(e) During the last five years, neither of the Reporting Persons was party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

Item 3. Source and Amount of Funds or Other Consideration

Each of the Reporting Persons acquired the shares of Common Stock beneficially owned by them primarily through personal and family funds in the ordinary course of their investment activities. Mr. Deutsch acquired the shares of Common Stock beneficially owned by him for approximately $4.1 million. Mr. Kellner acquired the shares of Common Stock beneficially owned by him for approximately $3.1 million.

Item 4. Purpose of the Transaction

The Reporting Persons each acquired their shares of Common Stock in the ordinary course of their respective personal and family investing activities. The Reporting Persons have had a strong business and personal relationship for the past 25-plus years. The Reporting Persons generally share a common approach in seeking companies that are mispriced by the market and over the years have occasionally shared ideas on the market and specific companies. While each of the Reporting Persons is a sophisticated and experienced investor and each operates independently in making investment decisions, through their long-standing relationship and

sharing of information and ideas, they have invested in the same companies on numerous occasions. In and around early 2021, Mr. Deutsch, who had starting investing in the Company in the prior year, shared his views on the significant potential of the Company’s lead candidate, Ampligen, for multiple indications with Mr. Kellner. Thereafter, Mr. Kellner invested in the Company and the Reporting Persons have continued to communicate from time to time with respect to their investments in the Company.

While both of the Reporting Persons have been passive investors in connection with their past investing activities and have never intended to interfere with any company’s operations, as investors in the Company over the past couple of years, they have witnessed a significant decline in the price of the shares of Common Stock and what they consider to be poor financial and operational performance, inadequate clinical and commercial progress, excessive executive and director compensation, a lack of effective corporate governance and a disregard of the views of the Company’s stockholders.

In addition, rather than constructively engage with stockholders, the Company has attacked them. With respect to the Reporting Persons, this included suing them for alleged violations of Section 13(d) of the Exchange Act and issuing an inflammatory press release replete with false, misleading and irrelevant statements. This Section 13(d) suit has now been dismissed twice, and the Reporting Persons reiterate that these allegations were meritless. It was not until the events described in Item 6 below, precipitated entirely by the Company’s actions and inactions, that the Reporting Persons formed a “group” and thus became required to file this Schedule 13D.

The Reporting Persons also observed the Company’s waste of significant corporate resources in an aggressive attempt to avoid a contested director election at last year’s annual meeting of stockholders and a continued lack of accountability from the board and management in the face of the clearly expressed views of stockholders. At the 2022 annual meeting, the two nominally independent directors received “for” votes from less than 10% of outstanding shares eligible to vote and almost twice as many “withhold” votes as “for” votes, and the say-on-pay vote failed for the third consecutive year, with less than 20% of votes cast supporting the proposal for the second consecutive year. Despite statements to the contrary from the Company following last year’s annual meeting, the Reporting Persons have not seen any meaningful improvements in governance or compensation practices or any other evidence to indicate that the board of directors is sincerely and appropriately taking into account the views of its stockholders.    

Against this backdrop, the Reporting Persons intend to consider and take whatever actions they deem necessary to hold the Company’s board of directors accountable to stockholders, which the Reporting Persons believe is necessary to improve the Company’s future prospects and unlock the potential of Ampligen.

Specifically, Mr. Kellner intends to provide notice to the Company of his intent to nominate directors for election at the 2023 annual meeting of stockholders and the Reporting Persons, together with Robert L. Chioini pursuant to the Group Agreement described in Item 6 below, intend to work together to advance the nominees and their election. The nominees are expected to include all or some of the Reporting Persons and Mr. Chioini, but the Reporting Persons will finalize their proposed slate of directors shortly and notify the Company in a timely manner. The

Reporting Persons intend to fully comply with the advance notice requirements of the Company’s bylaws and all applicable securities laws in connection with their efforts. The Reporting Persons are also willing to engage in good faith discussions with the board of directors if they believe they can be productive. However, the Reporting Persons note that the board of directors amended the advance notice provisions in March 2023 in order to make the requirements more burdensome, ambiguous and complex. The Reporting Persons believe this was done for the purpose of making it difficult for a stockholder to comply with the requirements, and in particular to give the Company as much of a pretext as possible to deny a nomination from the Reporting Persons or others like them. If the Company does reject the nomination, the Reporting Persons intend to pursue all available legal recourse.

In addition, the Reporting Persons are considering making a demand to inspect certain books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law. The demand would be to allow the Reporting Persons to investigate potential wrongdoing related to certain actions taken by the Company’s board of directors and management related to board composition and nominations, executive and director compensation and other governance matters. This would be in addition to customary demands for stockholder records.

It is not the Reporting Persons’ intention, either alone or acting together with any other persons or group of persons, to acquire a control stake in the shares of Common Stock.

Beyond the foregoing, the Reporting Persons will review their investments in the Company on a continuing basis and may in the future determine (1) to acquire additional securities of the Company, through open market purchases, private agreements or otherwise, (2) to dispose of all or a portion of the securities of the Company owned by them or (3) to take any other available course of action. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the actions of the Company’s board and whether the Reporting Persons believe it is acting in the best interests of the Company’s stockholders; the Company’s business and prospects; other developments concerning the Company and its businesses generally; other business opportunities available to Company and the Reporting Persons; developments with respect to the businesses of the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Company.

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Company, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) Mr. Deutsch is the beneficial owner of 1,716,100 shares of Common Stock, or 3.5% of the Company’s outstanding shares. Mr. Kellner is the beneficial owner of 1,443,000 shares of Common Stock, or 3.0% of the Company’s outstanding shares. The Group consisting of Mr. Deutsch and Mr. Kellner owns an aggregate of 3,159,100 shares of Common Stock, or 6.5% of the Company’s outstanding shares. All of the foregoing are outstanding shares of Common Stock and neither of the Reporting Persons has rights to acquire additional shares. The ownership percentages above are based on 48,408,295 shares of Common Stock outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2023.

Certain of Mr. Kellner’s family members are or may be deemed the beneficial owners of an aggregate of 479,000 additional shares of Common Stock. These shares of Common Stock are generally held in trusts or a family foundation over which Mr. Kellner’s wife, brother and/or adult children and in-laws have voting and dispositive power. Although Mr. Kellner could be deemed to beneficially own these additional shares of Common Stock (210,000 of which are beneficially owned by his wife), Mr. Kellner disclaims beneficial ownership of these additional shares of Common Stock.

Mr. Deutsch’s parents are the beneficial owners of an aggregate of 60,000 additional shares of Common Stock. Mr. Deutsch disclaims beneficial ownership of these additional shares of Common Stock.

(b) Mr. Deutsch has sole voting and dispositive power over all of the shares of Common Stock he beneficially owns. Mr. Kellner has sole voting and dispositive power over 394,000 shares of Common Stock and shared voting and dispositive power over 1,049,000 shares of Common Stock. The latter are held by the Kellner, Ted D. Revocable Trust, of which Mr. Kellner and his wife, Mary T. Kellner, are co-trustees. Ms. Kellner’s address is also 790 North Water Street, Suite 2175, Milwaukee, WI 53202. Ms. Kellner is president of the Kelben Foundation, a family foundation focused on education and health programs. Mrs. Kellner is a U.S. citizen. None of the events described in Item 2(d) or (e) above has occurred with respect to Ms. Kellner.

(c) Mr. Deutsch engaged in the following transactions in the past 60 days (each of which was an open market transaction):

Date	Action		Quantity		Price
7/26/2023		SELL		4,800		0.5868	*
7/25/2023		SELL		100		0.6826
7/21/2023		SELL		100		0.74
7/20/2023		SELL		2,000		0.7042	*
7/19/2023		SELL		4,437		0.6864	*
6/30/2023		BUY		100		0.66
6/30/2023		SELL		1000		0.6942
6/26/2023		BUY		400		0.5259
4/20/2023		SELL		1000		0.55
4/19/2023		SELL		594		0.54
4/18/2023		SELL		406		0.54

* Represents ranges of $0.68 to $0.69 (7/19/2023), $0.69 to $0.7199 (7/20/2023) and $0.5731 to $0.73 (7/26/2023). The Reporting Persons will provide the staff of the Commission full information upon request.

In addition to the foregoing, on July 24, 2023, Mr. Deutsch transferred 1,396,100 shares of Common Stock into his own name from a trading account that was solely funded and controlled by him at a limited liability company that he used primarily for his personal and family investments. This transfer did not result in a change in beneficial ownership and following the transfer no shares of Common Stock remain in such limited liability company.

On July 19, 2023, Mr. Kellner initiated the transfer of 1,000 shares from the Kellner, Ted D. Revocable Trust into his own name as record holder on the books of the Company’s transfer agent.

(d) Not applicable.    

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On July 26, 2023, the Reporting Persons and Mr. Chioini entered into a Group Agreement reflecting their agreement to act together with respect to the Company and defining their obligations to each other. The Group Agreement generally provides that each of the parties will coordinate their activities and communications relating to the Company and all parties agreed not take specified actions without the agreement of all parties. In addition, each party made representations as to their respective beneficial ownership of Company securities and agreed not to buy, sell, pledge or otherwise acquire or dispose of any Company securities without the consent of the other parties. Finally, the Group Agreement established how the parties would share and allocate expenses incurred by them in connection with their coordinated activities with respect to the Company. The foregoing summary is qualified by reference in its entirety by the terms and conditions of the Group Agreement, a copy of which is attached hereto as Exhibit 2.

Previously, on July 17, 2023, the Reporting Persons, together with Mr. Chioini, engaged counsel to collectively represent them in matters with respect to the Company, including the activities described under Item 4 above.

Mr. Chioini is not a Reporting Person because he does not beneficially own any shares of Common Stock and the Group Agreement does not give him voting or dispositive power with respect to the shares of Common Stock beneficially owned by the Reporting Persons. For this reason, the Reporting Persons do not believe he is part of the “group” within the meaning of Section 13(d) and applicable precedent.

Item 7. Material to be Filed as Exhibits.

Exhibit No.	Name
1.	Joint Filing Agreement of the Reporting Persons
2.	Group Agreement among the Reporting Persons and Mr. Chioini

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: July 27, 2023

TODD DEUTSCH
By:	/s/ Todd Deutsch
TED D. KELLNER
By:	/s/ Ted D. Kellner

EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of the Common Stock of the Company and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 27^th day of July, 2023.

TODD DEUTSCH
By:	/s/ Todd Deutsch
TED D. KELLNER
By:	/s/ Ted D. Kellner

EX-2

EXHIBIT 2

Group Agreement

THIS AGREEMENT (the “Agreement”), dated as of July 26, 2023 (the “Effective Date”), is by and among Robert L. Chioini (“Chioini”), Todd Deutsch (“Deutsch”) and Ted D. Kellner (“Kellner”) (each, a “Party” and, collectively, the “Parties”).

WHEREAS, each of the Parties desire to enter into this Agreement for the purposes of making and advancing nominations (the “Nominations”) of directors at the next annual meeting of stockholders of AIM Immunotech Inc. (the “Company”) and soliciting proxies in support of the Nominations as provided herein and to otherwise coordinate certain efforts with respect to the Company and its shares of common stock, par value $0.001 per share (the “Common Stock”), or other interests in respect of such shares (including any securities or instruments exchangeable for or convertible into equity or debt securities of the Company, options to purchase or sell equity or debt securities of the Company, and swaps, synthetics and other derivative securities or instruments, the value of which is related to equity or debt securities of the Company, whether or not settled in such securities) (collectively, “Company Securities”).

NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Representations. Each Party and its respective controlled affiliates (as such terms are defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and any investment funds, managed accounts, trusts or other investment vehicles managed or advised by them or their controlled affiliates (such controlled affiliates and funds, accounts, trusts or other vehicles are referred to as “Covered Persons”) is the beneficial owner of the Company Securities set forth on Exhibit A hereto. Each Party, on behalf of itself and its respective Covered Persons, represents and warrants that it is not the record or beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act) of any Company Securities other than as set forth on Exhibit A hereto and does not, directly or indirectly, have the right to acquire any Company Securities (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, other rights, warrants or options, or otherwise.

2. Securities Transactions. During the term of this Agreement, no Party shall, directly or indirectly, including, without limitation, through any of their respective Covered Persons, buy, sell, pledge or otherwise acquire or dispose of any Company Securities without the consent of the other Parties, with such other Parties’ consent not to be unreasonably withheld, delayed or conditioned.

3. Coordinated Activities. The following matters shall require the agreement of each of the Parties (which agreement shall not be unreasonably withheld, delayed or conditioned): (i) the submission of the Nominations or the advance notice (the “Notice”) with respect thereto, including any modifications or supplements thereto; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, directors, governing instruments, stockholders, policies or affairs of the Company and the solicitation of any proxies or consents in connection therewith; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisors with respect thereto; (v) the manner, form, content and timing of any communications with the Company; (vi) the manner, form, content and timing of any public disclosures, public statements or other communications relating to the Company, the Company Securities, this Agreement or the activities contemplated by this Agreement (except that, if such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Parties, provided that such Party has provided prior notice thereof to the other Parties); (vii) the admission of any additional members to any group (within the meaning of Section 13 of the Exchange Act) with respect to the Company Securities and including any of the Parties, whether formed by this Agreement or otherwise; (viii) entering into any agreement, arrangement or understanding (whether or not in writing) with any third party in connection with the acquisition, holding, voting or disposition of Company Securities; (ix) entering into any settlement or cooperation agreement with the Company; (x) initiating a lawsuit or other legal action against the Company; and (xi) incurring any expenses in connection with the activities delineated herein (collectively, the “Coordinated Activities”).

4. Expenses. The Parties shall be responsible for expenses, including but not limited to, legal expenses, proxy solicitation fees, litigation costs, public relations fees, printing and distribution fees and fees paid to other advisors, consultants and service providers in connection with the Coordinated Activities as follows: (i) each of the Parties shall bear an equal responsibility for the first $250,000 of expenses incurred; (ii) for up to the next $1,300,000 of expenses incurred, if applicable, Kellner shall be responsible for up to $1,000,000, Deutsch shall be responsible for up to $200,000 and Chioini shall be responsible for up $100,000, with each responsible for their proportionate share of such expenses as incurred and paid; (iii) for up to the next $200,000 of expenses incurred, if applicable, Kellner shall be responsible; (iv) for up to the next $300,000 of expenses incurred, if applicable, Deutsch shall be responsible for up to $200,000 and Chioini shall be responsible for up $100,000, with each responsible for their proportionate share of such expenses as incurred and paid (provided that Chioini may request that Deutsch pay up to $50,000 such expenses on his behalf, in which case Chioini will pay Deutsch such amount if and when his expenses at least up to such amount are reimbursed by the Company (which amount would be in addition to the direct reimbursement to Deutsch for such expenses paid on Chioini’s behalf in accordance with the priority set forth below)); and (v) for all amounts in excess of the foregoing, Kellner shall be responsible. The foregoing expense allocation shall be binding on the Parties and control their respective obligations to each other notwithstanding any inconsistent language in any third-party agreement. Notwithstanding the foregoing sentence, a Party will be responsible for any expense or liability arising out of such Party’s or its affiliates’ fraud, willful misconduct, gross negligence, or any liability or expense relating specifically to such Party that is not in connection with the Coordinated Activities, except as otherwise explicitly set forth herein. Any reimbursement from the Company regarding the expenses paid by the Parties under this Agreement shall be allocated to each of the respective Parties as follows: (i) first, to Kellner for all his expenses in excess of $283,333; (ii) second, to Deutsch for all of his expenses (including any expenses paid on behalf of Chioini as described above) in excess of $283,333; and (iii) third, ratably among the Parties for their expenses up to $283,333 (for the avoidance of doubt, in the case of Chioini, not including any expenses paid by Deutsch on his behalf). Notwithstanding that the foregoing sentence contemplates the possibility of a partial reimbursement of expenses, the Parties agree, and intend to disclose in the Notice and the proxy solicitation materials with respect to the Nominations, that they intend to seek full reimbursement from the Company of all expenses they incur in connection with the solicitation, as well as expenses incurred by the “ASFV Committee” and related participants in connection with their nominations and proxy solicitation (including related litigation costs) in connection with the Company’s 2022 annual meeting of stockholders, and that they do not intend to submit the question of such reimbursement to a vote of security holders of the Company (provided that nothing herein shall limit or interfere with a Party’s ability to comply, if nominated and elected as a director of the Company, with such Party’s fiduciary duties under applicable law).

5. Regulatory Reporting. In connection with the Coordinated Activities, the Parties will jointly prepare and timely file all filings required by Section 14 of the Exchange Act and Deutsch and Kellner will jointly prepare and timely file all filings required by Section 13 of the Exchange Act after review, comment and consent by Chioini. Each Party will cooperate with the other, including by providing all necessary information, in order to facilitate the timely and accurate filing of all joint and individual filings.

6. Termination. This Agreement will terminate at 11:59 p.m. (New York time) on the first anniversary of the Effective Date, or upon the earlier of the (i) mutual written agreement of the Parties; provided that if one Party provides the other Parties with written notice of its desire for mutual written termination of the Agreement, such other Parties’ consent to such mutual written termination shall not be unreasonably withheld, delayed or conditioned, (ii) execution by each Party of a settlement or cooperation agreement with the Company, or (iii) completion of the Company’s next annual meeting of stockholders. In the event of termination, the Parties shall cooperate to take such actions as may be necessary or required publicly to disclose such termination and/or the consequences thereof, including, without limitation, amending any prior filings under the Exchange Act concerning the Company, Company Securities and/or the relationship between the Parties. Sections 4 and 11 shall survive any termination of this Agreement.

7. Relationship of the Parties. Nothing in this Agreement shall be construed as creating (including, without limitation, for U.S. income tax purposes) any agency relationship, nor shall any Party, except as expressly set forth in this Agreement, (i) have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other Parties or (ii) have any fiduciary or other duties to the other Parties. The relationship of the Parties pursuant to this Agreement shall be limited to carrying out the activities described in accordance with the terms of this Agreement.

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8. Limitations on Liability. Except as provided herein, in no event shall any Party be liable to the other Parties for any actions or activities undertaken by such other Parties or their affiliates pursuant to this Agreement; provided, however, that a Party shall be liable for any such actions or activities arising out of such Party’s or its affiliates’ fraud, willful misconduct, gross negligence, or activities or actions prior to the date hereof or any liability or expense relating specifically to such Party.

9. Notices. All notices permitted or required hereunder shall be in writing and delivered personally or sent by overnight express mail or courier or sent by electronic mail to the Parties at the addresses below (or at such other address as a Party shall designate in writing to the other Parties in the manner specified herein) and shall be effective at the earlier of the date received or, if by electronic mail, upon sender’s receipt of electronic confirmation of receipt if within normal business hours at the place notice was sent or, if thereafter, on the following business day.

If intended for Chioini:

If intended for Deutsch:

If intended for Kellner:

10. Further Assurances. Each Party hereby agrees to execute and deliver, or cause to be executed and delivered, such other documents, instruments and agreements, and take such other actions consistent with the terms of this Agreement us may be reasonably necessary in order to accomplish the transactions contemplated by this Agreement.

11. Miscellaneous. This Agreement (i) shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles, (ii) may not be assigned, amended, waived or modified except by a writing signed by each Party, (iii) may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument, (iv) is solely for the benefit of the Parties hereto and no other person shall have any rights hereunder and (v) represents the entire agreement between the Parties with respect to the subject matter of this Agreement. In addition, any legal action or proceeding arising out of the provisions of this Agreement or the Parties’ investment in the Company shall be brought and determined in the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

3

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

By:	/s/ Robert L. Chioini
	Name:	Robert L. Chioini
By:	/s/ Todd Deutsch
	Name:	Todd Deutsch
By:	/s/ Ted D. Kellner
	Name:	Ted D. Kellner

4

EXHIBIT A

Beneficial Ownership of Company Securities

Robert L. Chioini and Covered Persons:

None

Todd Deutsch and Covered Persons:

1,716,100 shares of Common Stock

Ted D. Kellner and Covered Persons:

1,443,000 shares of Common Stock

5