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 | 1999 |
Lock-Up Letter Agreement [Form]
Lock-Up Letter Agreement [Form] (4K)
Doc #108962: Click preview link for longer preview.
Form Of Lock-Up Letter Agreement
March __, 1999
Diedrich Coffee, Inc.
2144 Michelson Drive
Irvine, CA 92612
Dear Sirs:
In consideration of the Agreement and Plan of Merger, dated as of
March 16, 1999 (together with any amendments thereto, the "MERGER AGREEMENT"),
among Diedrich Coffee, Inc., a Delaware corporation ("PARENT"), CP Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("NEWCO")
and Coffee People, Inc., an Oregon corporation ("COMPANY"), pursuant to which
Newco will be merged with and into Company, with Company continuing as the
surviving corporation (the "MERGER"), The Second Cup Ltd., a corporation
organized under the laws of Ontario, Canada ("SECOND CUP") hereby enters into
this lock-up letter agreement ("LOCK-UP AGREEMENT") with Parent.
The undersigned hereby agrees that it will not (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option to purchase or otherwise transfer
or dispose of any Parent Common Stock issued to Second Cup in the Merger, or
(ii) enter into any swap or other agreement that transfers, in whole or in part,
any of the economic consequences of ownership of any equity securities of Parent
issued to Second Cup in the Merger, whether any such transaction described in
clause (i) or (ii) above is to be settled by delivery of equity securities of
Parent, other securities, cash or otherwise, of which the undersigned is now, or
may in the future become, the beneficial owner within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended.
108962
|
Diedrich Coffee
As referenced in this Lock-Up Letter Agreement [Form]:
Diedrich Coffee, Inc – 6
{SEQUENCE}2
{DESCRIPTION}FORM OF LOCK-UP AGREEMENT
{PAGE} 1
EXHIBIT 4.6
Form Of Lock-Up Letter Agreement
March __, 1999
Diedrich Coffee, Inc .
2144 Michelson Drive
Irvine, CA 92612
Dear Sirs:
In consideration of the Agreement and Plan of Merger, dated as of
March 16,
_____________
Diedrich Coffee, Inc – consideration of the Agreement and Plan of Merger, dated as of
March 16, 1999 (together with any amendments thereto, the "MERGER AGREEMENT"),
among Diedrich Coffee, Inc ., a Delaware corporation ("PARENT"), CP Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("NEWCO")
and Coffee People, Inc.,
_____________
DIEDRICH COFFEE, INC – shall have the defined meanings given under the Merger
Agreement.
Very truly yours,
The Second Cup, Ltd.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ACKNOWLEDGED AND ACCEPTED:
DIEDRICH COFFEE, INC .
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
2
_____________
dt 363167
;
| CP Acquisition Corp.
|
| Preview
Full Doc
| 1998 |
Selling Agent Agreement
Selling Agent Agreement (38K)
Doc #124343: Click preview link for longer preview.
TUMBLEWEED, INC.
COMMON STOCK
1,200,000 SHARES
_____________
SELLING AGENT AGREEMENT
_____________
, 1998
Selling Agent Name
Street
City, State
Gentlemen:
Tumbleweed, Inc., a Delaware corporation (the "Company"), hereby
appoints ____________________________________________________________ as
selling agent (the "Sales Agent"), on a nonexclusive, best efforts . . .
124343
|
Tumbleweed, Inc.
As referenced in this Selling Agent Agreement:
TUMBLEWEED, INC –
{DOCUMENT}
{TYPE}EX-99.4
{SEQUENCE}8
{DESCRIPTION}EXHIBIT 99.4 SELLING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 99.4
TUMBLEWEED, INC .
COMMON STOCK
1,200,000 SHARES
_____________
SELLING AGENT AGREEMENT
_____________
, 1998
Selling Agent Name
Street
City, State
Gentlemen:
Tumbleweed, Inc., a
_____________
Tumbleweed, Inc – 99.4
TUMBLEWEED, INC.
COMMON STOCK
1,200,000 SHARES
_____________
SELLING AGENT AGREEMENT
_____________
, 1998
Selling Agent Name
Street
City, State
Gentlemen:
Tumbleweed, Inc ., a Delaware corporation (the "Company"), hereby
appoints ____________________________________________________________ as
selling agent (the "Sales Agent"), on a nonexclusive, best efforts basis, to
sell
_____________
Tumbleweed, Inc – subscribers will be instructed that remittances
represented by a check must be made payable to "National City Bank of
Kentucky, Escrow Agent for Tumbleweed, Inc ." Upon receipt of a
Subscription
4
{PAGE}
Agreement and subscription proceeds, the Sales Agent shall review the
Subscription Agreement for completeness and
_____________
Tumbleweed, Inc – Agent, and if
remittance is represented by a check, the check must be payable to
"National City Bank of Kentucky, Escrow Agent for Tumbleweed, Inc ."
The Sales Agent will
6
{PAGE}
promptly transmit all completed Subscription Agreements and subscription
proceeds received by the Sales Agent to the
_____________
Tumbleweed, Inc – subscription
proceeds received by the Sales Agent to the Escrow Agent at the
following address:
National City Bank of Kentucky, Escrow Agent for Tumbleweed, Inc .
P.O. Box 36010
Louisville, KY 40233
(c) The Sales Agent agrees, that if the Escrow Agent or the
Company determines any
_____________
dt 488272
;
Tumbleweed, Inc.
As referenced in this Selling Agent Agreement:
TUMBLEWEED, INC –
{DOCUMENT}
{TYPE}EX-99.4
{SEQUENCE}8
{DESCRIPTION}EXHIBIT 99.4 SELLING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 99.4
TUMBLEWEED, INC .
COMMON STOCK
1,200,000 SHARES
_____________
SELLING AGENT AGREEMENT
_____________
, 1998
Selling Agent Name
Street
City, State
Gentlemen:
Tumbleweed, Inc., a
_____________
Tumbleweed, Inc – 99.4
TUMBLEWEED, INC.
COMMON STOCK
1,200,000 SHARES
_____________
SELLING AGENT AGREEMENT
_____________
, 1998
Selling Agent Name
Street
City, State
Gentlemen:
Tumbleweed, Inc ., a Delaware corporation (the "Company"), hereby
appoints ____________________________________________________________ as
selling agent (the "Sales Agent"), on a nonexclusive, best efforts basis, to
sell
_____________
Tumbleweed, Inc – subscribers will be instructed that remittances
represented by a check must be made payable to "National City Bank of
Kentucky, Escrow Agent for Tumbleweed, Inc ." Upon receipt of a
Subscription
4
{PAGE}
Agreement and subscription proceeds, the Sales Agent shall review the
Subscription Agreement for completeness and
_____________
Tumbleweed, Inc – Agent, and if
remittance is represented by a check, the check must be payable to
"National City Bank of Kentucky, Escrow Agent for Tumbleweed, Inc ."
The Sales Agent will
6
{PAGE}
promptly transmit all completed Subscription Agreements and subscription
proceeds received by the Sales Agent to the
_____________
Tumbleweed, Inc – subscription
proceeds received by the Sales Agent to the Escrow Agent at the
following address:
National City Bank of Kentucky, Escrow Agent for Tumbleweed, Inc .
P.O. Box 36010
Louisville, KY 40233
(c) The Sales Agent agrees, that if the Escrow Agent or the
Company determines any
_____________
dt 506273
;
|
 National City
As referenced in this Selling Agent Agreement:
National City Bank
– including
Rule 15c2-8 thereunder.
(c) All subscribers will be instructed to execute a Subscription
Agreement and to make their remittances payable to National City Bank
of Kentucky ("Escrow Agent"), in accordance with the instructions
contained in the Prospectus, the Subscription Agreement, and this
Agreement. All subscribers will
_____________
"National City Bank – Prospectus, the Subscription Agreement, and this
Agreement. All subscribers will be instructed that remittances
represented by a check must be made payable to "National City Bank of
Kentucky, Escrow Agent for Tumbleweed, Inc." Upon receipt of a
Subscription
4
{PAGE}
Agreement and subscription proceeds, the Sales Agent shall review
_____________
"National City Bank – of Shares subscribed for, payable to the Escrow Agent, and if
remittance is represented by a check, the check must be payable to
"National City Bank of Kentucky, Escrow Agent for Tumbleweed, Inc."
The Sales Agent will
6
{PAGE}
promptly transmit all completed Subscription Agreements and subscription
proceeds received
_____________
National City Bank – PAGE}
promptly transmit all completed Subscription Agreements and subscription
proceeds received by the Sales Agent to the Escrow Agent at the
following address:
National City Bank of Kentucky, Escrow Agent for Tumbleweed, Inc.
P.O. Box 36010
Louisville, KY 40233
(c) The Sales Agent agrees, that if the Escrow
_____________
dt 103534
|
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| 2003 |
Account Control Agreement
Account Control Agreement (11K)
Doc #166270: Click preview link for longer preview.
ACCOUNT CONTROL AGREEMENT
This Account Control Agreement ("Agreement") is entered into effective
March 6, 2002, by and among Avado Brands, Inc. ("Secured Party"), Tom E. DuPree,
Jr. ("Pledgor"), and Morgan Keegan & Company, Inc., a Tennessee corporation
having its principal place of business at Memphis, Tennessee ("Morgan Keegan").
The Pledgor is indebted to the Secured Party in accordance with the terms
and provisions of a certain promissory note dated March 6, 2002 in the principal
sum of $14,130,472.99, together with any renewals, extensions, modifications,
and increases thereof.
AGREEMENT
1. THE ACCOUNT
a. Morgan Keegan represents and warrants to Secured Party that Morgan
Keegan maintains a securities account in the name of Tom E. DuPree, Jr.
("Account") for Pledgor. The account is not a margin account and does not have
check-writing privileges. Margin trading shall not be allowed in the account.
b. Exhibit A, attached hereto, is a statement produced by Morgan Keegan in
the ordinary course of its business regarding the property credited to the
Account as of the statement date. Morgan Keegan does not know of any inaccuracy
in the statement.
c. Exhibit A does not reflect any financial assets which are registered in
the name of the Pledgor, payable to the Pledgor's order, or specifically
endorsed to Pledgor, which have not been endorsed to Morgan Keegan or in blank.
2. CONTROL BY SECURED PARTY Morgan Keegan will comply with all
notifications it receives directing it to transfer or redeem any property in the
Account (an "Entitlement Order") originated by Secured Party without further
consent by Pledgor. The Secured Party shall have control over the Account as
contemplated by ss. ss. 9-106 and 8-106 of the Tennessee Uniform Commercial
Code.
3. PLEDGOR'S RIGHTS IN ACCOUNT Except as otherwise provided in this Section
3, Morgan Keegan will comply with Entitlement Orders originated by Pledgor
without further consent by Secured Party. If Secured Party notifies Morgan
Keegan that Secured Party will exercise exclusive control over the Account (a
"Notice of Exclusive Control"), Morgan Keegan will cease:
a. complying with Entitlement Orders or other directions concerning the
Account originated by Pledgor, and
b. distributing to Pledgor interest and dividends on property in the
Account.
Until Morgan Keegan receives a Notice of Exclusive Control, Morgan Keegan
may distribute to Pledgor all interest and regular cash dividends on property in
the Account. Morgan Keegan will not comply with any Entitlement Order originated
by Pledgor that would require Morgan Keegan to make a free delivery to Pledgor
or any other person.
4. PRIORITY OF SECURED PARTY'S SECURITY INTEREST Morgan Keegan subordinates
in favor of Secured Party any security interest, lien, or right of setoff it may
have, now or in the future, against the Account or property in the Account,
except that Morgan Keegan will retain its prior lien on property in the Account
to secure payment for property purchased for the Account and normal commissions,
charges and fees for the Account.
Morgan Keegan further agrees it will not invade the Account to cover margin
debits or calls in any other accounts of Pledgor.
Morgan Keegan will not agree with any third party that Morgan Keegan will
comply with Entitlement Orders originated by the third party.
5. STATEMENTS AND NOTICES OF ADVERSE CLAIMS Morgan Keegan will send copies
of all statements for the Account simultaneously to Pledgor and Secured Party.
Morgan Keegan will use reasonable efforts promptly to notify Secured Party and
166270
|
Avado Brands
As referenced in this Account Control Agreement:
Avado Brands, Inc – AGREEMENT
{TEXT}
EXHIBIT 10.4
ACCOUNT CONTROL AGREEMENT
This Account Control Agreement ("Agreement") is entered into effective
March 6, 2002, by and among Avado Brands, Inc . ("Secured Party"), Tom E. DuPree,
Jr. ("Pledgor"), and Morgan Keegan & Company, Inc., a Tennessee corporation
having its principal place of business at
_____________
dt 361396
;
Avado Brands
As referenced in this Account Control Agreement:
Avado Brands, Inc – AGREEMENT
{TEXT}
EXHIBIT 10.4
ACCOUNT CONTROL AGREEMENT
This Account Control Agreement ("Agreement") is entered into effective
March 6, 2002, by and among Avado Brands, Inc . ("Secured Party"), Tom E. DuPree,
Jr. ("Pledgor"), and Morgan Keegan & Company, Inc., a Tennessee corporation
having its principal place of business at
_____________
dt 488358
;
| Tom E. Dupree, Jr.;
Morgan Keegan & Company, Inc.
|
| Preview
Full Doc
| 2003 |
Placement Agent Agreement
Placement Agent Agreement (50K)
Doc #184076: Click preview link for longer preview.
HEALTH EXPRESS USA, INC.
PLACEMENT AGENT AGREEMENT
Dated as of: March 13, 2003
TN Capital Equities, Ltd.
14 East 60th Street, Suite 701
New York, New York 10022
Ladies and Gentlemen:
The undersigned, Health Express USA, Inc., a Florida corporation (the
"Company"), hereby agrees with TN Capital Equities, Ltd., a New York Corporation
(the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited
Partnership (the "Investor") as follows:
1. Offering. The Company hereby engages the Placement Agent to act as
its exclusive placement agent in connection with the Equity Line of Credit
Agreement dated the date hereof, (the "Equity Line of Credit Agreement")
pursuant to which the Company shall issue and sell to the Investor, from time to
time, and the Investor shall purchase from the Company (the "Offering") up to
Five Million Dollars ($5,000,000) of the Company's common stock (the "Commitment
Amount"), par value $0.001 per share (the "Common Stock"), at price per share
equal to the Purchase Price, as that term is defined in the Equity Line of
Credit Agreement. Pursuant to the terms hereof, the Placement Agent shall render
consulting services to the Company with respect to the Equity Line of Credit
Agreement and shall be available for consultation in connection with the
advances to be requested by the Company pursuant to the Equity Line of Credit
Agreement
All capitalized terms used herein and not otherwise defined herein
shall have the same meaning ascribed to them as in the Equity Line of Credit
Agreement. The Investor will be granted certain registration rights with respect
to the Common Stock as more fully set forth in the Registration Rights Agreement
between the Company and the Investor dated the date hereof (the "Registration
Rights Agreement"). The documents to be executed and delivered in connection
with the Offering, including, but not limited, to this Agreement, the Equity
Line of Credit Agreement, the Registration Rights Agreement, and the Escrow
Agreement dated the date hereof (the "Escrow Agreement"), are referred to
sometimes hereinafter collectively as the "Offering Materials." The Company's
Common Stock is sometimes referred to hereinafter as the "Securities." The
Placement Agent shall not be obligated to sell any Securities."
2. Compensation.
A. Upon the execution of this Agreement the Company shall
issue to the Placement Agent or its designee shares of the Company's Common
Stock in an amount equal to Ten Thousand Dollars ($10,000) divided by the
Closing Bid Price of the Company's Common Stock on the date hereof
{PAGE}
(collectively, the "Placement Agent's Shares "). The Placement Agent shall be
entitled to "piggy-back" registration rights triggered upon registration of any
shares of Common Stock by the Investor with respect to the Placement Agent's
Shares pursuant to the Registration Rights Agreement dated the date hereof.
3. Representations, Warranties and Covenants of the Placement Agent.
A. The Placement Agent represents, warrants and covenants as
follows:
(i) The Placement Agent has the necessary power to
enter into this Agreement and to consummate the transactions contemplated
hereby.
(ii) The execution and delivery by the Placement
Agent of this Agreement and the consummation of the transactions contemplated
herein will not result in any violation of, or be in conflict with, or
constitute a default under, any agreement or instrument to which the Placement
Agent is a party or by which the Placement Agent or its properties are bound, or
any judgment, decree, order or, to the Placement Agent's knowledge, any statute,
rule or regulation applicable to the Placement Agent. This Agreement when
executed and delivered by the Placement Agent, will constitute the legal, valid
and binding obligations of the Placement Agent, enforceable in accordance with
their respective terms, except to the extent that (a) the enforceability hereof
or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws from time to time in effect and affecting the rights of
creditors generally, (b) the enforceability hereof or thereof is subject to
general principles of equity, or (c) the indemnification provisions hereof or
thereof may be held to be in violation of public policy.
(iii) Upon receipt and execution of this Agreement
the Placement Agent will promptly forward copies of this Agreement to the
Company or its counsel and the Investor or its counsel.
(iv) The Placement Agent will not intentionally take
any action that it reasonably believes would cause the Offering to violate the
provisions of the Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and
regulations promulgated there under (the "Rules and Regulations") or applicable
"Blue Sky" laws of any state or jurisdiction.
(v) The Placement Agent will use all reasonable
efforts to determine (a) whether the Investor is an Accredited Investor and (b)
that any information furnished by the Investor is true and accurate. The
Placement Agent shall have no obligation to insure that (x) any check, note,
draft or other means of payment for the Common Stock will be honored, paid or
enforceable against the Investor in accordance with its terms, or (y) subject to
the performance of the Placement Agent's obligations and the accuracy of the
Placement Agent's representations and warranties hereunder, (1) the Offering is
exempt from the registration requirements of the 1933 Act or any applicable
state "Blue Sky" law or (2) the Investor is an Accredited Investor.
(vi) The Placement Agent is a member of the National
Association of Securities Dealers, Inc., and is a broker-dealer registered as
such under the 1934 Act and under the securities laws of the states in which the
2
{PAGE}
Securities will be offered or sold by the Placement Agent unless an exemption
for such state registration is available to the Placement Agent. The Placement
Agent is in compliance with all material rules and regulations applicable to the
Placement Agent generally and applicable to the Placement Agent's participation
in the Offering.
184076
|
Health Express
As referenced in this Placement Agent Agreement:
HEALTH EXPRESS USA, INC –
{DOCUMENT}
{TYPE}EX-10.26
{SEQUENCE}14
{FILENAME}placementagrmnt-1026.txt
{DESCRIPTION}PLACEMENT AGENT AGREEMENT
{TEXT}
EXHIBIT 10.26
-------------
HEALTH EXPRESS USA, INC .
PLACEMENT AGENT AGREEMENT
Dated as of: March 13, 2003
TN Capital Equities, Ltd.
14 East 60th Street, Suite 701
New York, New
_____________
Health Express USA, Inc – March 13, 2003
TN Capital Equities, Ltd.
14 East 60th Street, Suite 701
New York, New York 10022
Ladies and Gentlemen:
The undersigned, Health Express USA, Inc ., a Florida corporation (the
"Company"), hereby agrees with TN Capital Equities, Ltd., a New York Corporation
(the "Placement Agent") and Cornell Capital
_____________
Health Express USA, Inc – confirmation of receipt received by the sending party), addressed as
follows:
13
{PAGE}
If to Placement Agent, to:
If to the Company, to: Health Express USA, Inc .
1761 W. Hillsboro Blvd., Suite 203
Deerfield Beach, FL 33442
Attention: Douglas Baker, CEO
Telephone: (954) 570-5900
Facsimile: (954) 570-5917
_____________
HEALTH EXPRESS USA, INC – INTENTIONALLY LEFT BLANK]
15
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
COMPANY:
HEALTH EXPRESS USA, INC .
By:
---------------------------------
Name: Douglas Baker
Title: Chief Executive Officer
PLACEMENT AGENT:
TN CAPITAL EQUITIES, LTD.
By:
---------------------------------
Name: John Steinmetz
Title: President
INVESTOR:
CORNELL
_____________
dt 363251
;
 Kirkpatrick
As referenced in this Placement Agent Agreement:
Kirkpatrick & Lockhart, – Douglas Baker, CEO
Telephone: (954) 570-5900
Facsimile: (954) 570-5917
With a copy to: Kirkpatrick & Lockhart, LLP
Miami Center - 20th Floor
201 South Biscayne Boulevard
Miami, Florida 33131-2399
Attention:
dt 37960
;
| TN Capital Equities, Ltd.;
Cornell Capital Partners, LP
|
| Preview
Full Doc
| 2001 |
Warrant to Purchase Common Stock
Warrant to Purchase Common Stock (33K)
Doc #384722: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.2
{SEQUENCE}4
{FILENAME}a72616ex4-2.txt
{DESCRIPTION}EXHIBIT 4.2
{TEXT}
{PAGE} 1
EXHIBIT 4.2
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION
STATEMENT COVERING SUCH OFFER, SALE OR TRANSFER OR (II) THERE IS AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS FOR SUCH OFFER, SALE OR TRANSFER IS AVAILABLE.
WARRANT TO PURCHASE COMMON STOCK
OF
DIEDRICH COFFEE, INC.
VOID AFTER MAY 8, 2011
May 8, 2001
No. [Warrant No.]
This certifies that [Name of Investor] (the "Holder") is entitled, subject
to the terms and conditions of this Warrant, to purchase from Diedrich Coffee,
Inc. a Delaware corporation (the "Company"), all or any part of an aggregate of
[Number of Shares] shares of the Company's authorized and unissued Common Stock,
par value $0.01 per share (the "Warrant Stock"), at the Warrant Price (as
defined herein), upon surrender of this Warrant at the principal offices of the
Company, together with a duly executed subscription form in the form attached
hereto as Exhibit A and simultaneous payment of the Warrant Price for each share
of Warrant Stock so purchased in lawful money of the United States, unless
exercised in accordance with the provisions of section 2.6 of this Warrant. The
Holder may exercise the Warrant at any time after the date of this Warrant and
prior to May 8, 2011 (the "Expiration Date").
The Warrant is one of a series of warrants issued pursuant to that certain
Common Stock and Warrant Purchase Agreement, dated as of March 14, 2001 (the
"Purchase Agreement"), by and among the Company, the Holder and certain of the
other investors listed on the Schedule of Investors attached to the Purchase
Agreement.
1. Definitions. The following definitions shall apply for purposes of this
Warrant:
1.1 "Acquisition" means any consolidation, merger or reorganization of
the Company with or into any other corporation or other entity or person, or any
other corporate reorganization, in which the stockholders of the Company
immediately prior to such consolidation, merger or reorganization, own less than
fifty percent of the Company's voting power immediately after such
consolidation, merger or reorganization, or any transaction or series of related
transactions to which the Company is a party in which in excess of fifty percent
of the Company's voting power is transferred, excluding any consolidation,
merger, reorganization or the like effected exclusively to change the domicile
of the Company.
{PAGE} 2
1.2 "Asset Transfer" means a sale, lease or other disposition of all or
substantially all of the assets of the Company.
1.3 "Company" means the "Company" as defined above and includes any
corporation or other entity that succeeds to or assumes the obligations of the
Company under this Warrant.
1.4 "Fair Market Value" of a share of Warrant Stock means (i) the Common
Stock is traded on a securities exchange, the average of the closing price each
day over the thirty consecutive day period ending three days before the date on
which the fair market value of the securities is being determined, (ii) if the
Common Stock is actively traded over-the counter, the average of the closing bid
and asked prices quoted on the NASDAQ system (or similar system) each day over
the thirty consecutive day period ending three days before the date on which the
fair market value of the securities is being determined, or (iii) if at any time
the Common Stock is not listed on any securities exchange or quoted in the
NASDAQ System or the over-the-counter market, then as determined by the board of
directors of the Company in good faith.
1.5 "Holder" means the "Holder" as defined above and includes any
transferee who shall at the time be the registered holder of this Warrant.
1.6 "Registration Rights Agreement" means that certain Registration
Rights Agreement, dated as of the date hereof, by and among the Company, the
Holder and certain other investors listed on the Schedule of Investors attached
to the Registration Rights Agreement.
1.7 "Registration Statement" shall have the meaning ascribed to the
term, "registration statement," as it is used in the Registration Rights
Agreement.
1.8 "SEC" means the Securities and Exchange Commission.
1.9 "Securities Act" means the Securities Act of 1933, as amended.
1.10 "Warrant" means this Warrant and any warrant(s) delivered in
substitution or exchange therefor, as provided herein.
1.11 "Warrant Price" means $1.20 per share of Warrant Stock, as the same
may be adjusted pursuant to the terms of section 4 hereof and/or section 1.7 of
the Registration Rights Agreement.
1.12 "Warrant Stock" means the Common Stock of the Company. The number
and character of shares of Warrant Stock are subject to adjustment as provided
in section 4 hereof and the term "Warrant Stock" shall include stock and other
securities and property at any time receivable or issuable upon exercise of this
Warrant in accordance with its terms.
2. Exercise.
2.1 Method of Exercise. Subject to the terms and conditions of this
Warrant, the Holder may exercise the purchase rights represented by this Warrant
in whole or in part, at any time or from time to time, on or after the date
hereof and before the Expiration Date, by surrendering this Warrant at the
principal offices of the Company, together with the subscription form attached
hereto, duly completed and executed by the Holder, and payment of an amount
equal to the product obtained by multiplying (a) the number of shares of Warrant
384722
|
Diedrich Coffee
As referenced in this Warrant to Purchase Common Stock:
DIEDRICH COFFEE, INC – AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS FOR SUCH OFFER, SALE OR TRANSFER IS AVAILABLE.
WARRANT TO PURCHASE COMMON STOCK
OF
DIEDRICH COFFEE, INC .
VOID AFTER MAY 8, 2011
May 8, 2001
No. [Warrant No.]
This certifies that [Name of Investor] (the "Holder") is entitled, subject
to the terms and conditions of this
_____________
Diedrich Coffee,
Inc – 8, 2011
May 8, 2001
No. [Warrant No.]
This certifies that [Name of Investor] (the "Holder") is entitled, subject
to the terms and conditions of this Warrant, to purchase from Diedrich Coffee,
Inc . a Delaware corporation (the "Company"), all or any part of an aggregate of
[Number of Shares] shares of the Company's authorized and unissued Common Stock,
par value $0.
_____________
Diedrich Coffee, Inc – to the
other party hereto, designate any other address in substitution of the an
address established pursuant to the foregoing. All correspondence to the Company
shall be addressed as follows:
Diedrich Coffee, Inc .
2144 Michelson Drive
Irvine, California 92612
Fax: (949) 756-1144
12. Amendment; Waiver. Any term of this Warrant may be amended, and the
observance of any term of this
_____________
DIEDRICH COFFEE, INC – LEFT BLANK; SIGNATURE PAGE FOLLOWS.]
8
{PAGE} 9
IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the
date and year set forth below.
Dated: May 8, 2001 DIEDRICH COFFEE, INC .
By:
-----------------------------
Name: Matthew C. McGuinness
Title: Senior Vice President
and Chief Financial
Officer
[SIGNATURE PAGE TO WARRANT]
9
{PAGE} 10
EXHIBIT A
FORM OF SUBSCRIPTION
(To be signed only
_____________
Diedrich Coffee, Inc – McGuinness
Title: Senior Vice President
and Chief Financial
Officer
[SIGNATURE PAGE TO WARRANT]
9
{PAGE} 10
EXHIBIT A
FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant)
To: Diedrich Coffee, Inc .
(1) Check the box that applies and then provide the necessary information:
[ ] Exercise. The undersigned Holder hereby elects to purchase _________
shares of Common Stock of Diedrich Coffee, Inc. (
_____________
dt 1319506
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Securities Subscription Agreement
Securities Subscription Agreement (23K)
Doc #384846: Click preview link for longer preview.
SECURITIES SUBSCRIPTION AGREEMENT
THIS SECURITIES SUBSCRIPTION AGREEMENT dated as of October 1, 1999 (the
"Agreement"), is executed in reliance upon the exemption from registration
afforded by Rule 505 of Regulation D ("Regulation D") as promulgated by the
Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as
amended. Capitalized terms used herein and not defined shall have the meanings
given to them in Regulation D.
This Agreement has been executed by the undersigned "Buyer" . . .
384846
| |
Nasdaq Stock Market Inc.
As referenced in this Securities Subscription Agreement:
Nasdaq
Stock Market, Inc – any action which would require Seller to seek
shareholder approval of such issuance unless such shareholder approval is
required by law or regulatory body (including but not limited to the Nasdaq
Stock Market, Inc .) as a result of the issuance of the Securities hereunder.
11. Miscellaneous.
(a) Except as specifically referenced herein, this Agreement
constitutes the entire contract between the parties, and neither
_____________
dt 1009253
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| 2001 |
Securities Subscription Agreement
Securities Subscription Agreement (24K)
Doc #384982: Click preview link for longer preview.
SECURITIES SUBSCRIPTION AGREEMENT
THIS SECURITIES SUBSCRIPTION AGREEMENT dated as of October 1, 1999 (the
"Agreement"), is executed in reliance upon the exemption from registration
afforded by Rule 505 of Regulation D ("Regulation D") as promulgated by the
Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as
amended. Capitalized terms used herein and not defined shall have the meanings
given to them in Regulation D.
This Agreement has been executed by the undersigned "Buyer" . . .
384982
| |
Nasdaq Stock Market Inc.
As referenced in this Securities Subscription Agreement:
Nasdaq
Stock Market, Inc – any action which would require Seller to seek
shareholder approval of such issuance unless such shareholder approval is
required by law or regulatory body (including but not limited to the Nasdaq
Stock Market, Inc .) as a result of the issuance of the Securities hereunder.
11. Miscellaneous.
-------------
(a) Except as specifically referenced herein, this Agreement
constitutes the entire contract between the parties, and neither
_____________
dt 1009254
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| 2003 |
Placement Agent Agreement
Placement Agent Agreement (50K)
Doc #411990: Click preview link for longer preview.
HEALTH EXPRESS USA, INC.
PLACEMENT AGENT AGREEMENT
Dated as of: March 13, 2003
TN Capital Equities, Ltd.
14 East 60th Street, Suite 701
New York, New York 10022
Ladies and Gentlemen:
The undersigned, Health Express USA, Inc., a Florida corporation (the
"Company"), hereby agrees with TN Capital Equities, Ltd., a New York Corporation
(the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited
Partnership (the "Investor") as follows:
1. Offering. The Company hereby engages the Placement Agent to act as
its exclusive placement agent in connection with the Equity Line of Credit
Agreement dated the date hereof, (the "Equity Line of Credit Agreement")
pursuant to which the Company shall issue and sell to the Investor, from time to
time, and the Investor shall purchase from the Company (the "Offering") up to
Five Million Dollars ($5,000,000) of the Company's common stock (the "Commitment
Amount"), par value $0.001 per share (the "Common Stock"), at price per share
equal to the Purchase Price, as that term is defined in the Equity Line of
Credit Agreement. Pursuant to the terms hereof, the Placement Agent shall render
consulting services to the Company with respect to the Equity Line of Credit
Agreement and shall be available for consultation in connection with the
advances to be requested by the Company pursuant to the Equity Line of Credit
Agreement
All capitalized terms used herein and not otherwise defined herein
shall have the same meaning ascribed to them as in the Equity Line of Credit
Agreement. The Investor will be granted certain registration rights with respect
to the Common Stock as more fully set forth in the Registration Rights Agreement
between the Company and the Investor dated the date hereof (the "Registration
Rights Agreement"). The documents to be executed and delivered in connection
with the Offering, including, but not limited, to this Agreement, the Equity
Line of Credit Agreement, the Registration Rights Agreement, and the Escrow
Agreement dated the date hereof (the "Escrow Agreement"), are referred to
sometimes hereinafter collectively as the "Offering Materials." The Company's
Common Stock is sometimes referred to hereinafter as the "Securities." The
Placement Agent shall not be obligated to sell any Securities."
2. Compensation.
A. Upon the execution of this Agreement the Company shall
issue to the Placement Agent or its designee shares of the Company's Common
Stock in an amount equal to Ten Thousand Dollars ($10,000) divided by the
Closing Bid Price of the Company's Common Stock on the date hereof
{PAGE}
(collectively, the "Placement Agent's Shares "). The Placement Agent shall be
entitled to "piggy-back" registration rights triggered upon registration of any
shares of Common Stock by the Investor with respect to the Placement Agent's
Shares pursuant to the Registration Rights Agreement dated the date hereof.
3. Representations, Warranties and Covenants of the Placement Agent.
A. The Placement Agent represents, warrants and covenants as
follows:
(i) The Placement Agent has the necessary power to
enter into this Agreement and to consummate the transactions contemplated
hereby.
(ii) The execution and delivery by the Placement
Agent of this Agreement and the consummation of the transactions contemplated
herein will not result in any violation of, or be in conflict with, or
constitute a default under, any agreement or instrument to which the Placement
Agent is a party or by which the Placement Agent or its properties are bound, or
any judgment, decree, order or, to the Placement Agent's knowledge, any statute,
rule or regulation applicable to the Placement Agent. This Agreement when
executed and delivered by the Placement Agent, will constitute the legal, valid
and binding obligations of the Placement Agent, enforceable in accordance with
their respective terms, except to the extent that (a) the enforceability hereof
or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws from time to time in effect and affecting the rights of
creditors generally, (b) the enforceability hereof or thereof is subject to
general principles of equity, or (c) the indemnification provisions hereof or
thereof may be held to be in violation of public policy.
(iii) Upon receipt and execution of this Agreement
the Placement Agent will promptly forward copies of this Agreement to the
Company or its counsel and the Investor or its counsel.
(iv) The Placement Agent will not intentionally take
any action that it reasonably believes would cause the Offering to violate the
provisions of the Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and
regulations promulgated there under (the "Rules and Regulations") or applicable
"Blue Sky" laws of any state or jurisdiction.
(v) The Placement Agent will use all reasonable
efforts to determine (a) whether the Investor is an Accredited Investor and (b)
that any information furnished by the Investor is true and accurate. The
Placement Agent shall have no obligation to insure that (x) any check, note,
draft or other means of payment for the Common Stock will be honored, paid or
enforceable against the Investor in accordance with its terms, or (y) subject to
the performance of the Placement Agent's obligations and the accuracy of the
Placement Agent's representations and warranties hereunder, (1) the Offering is
exempt from the registration requirements of the 1933 Act or any applicable
state "Blue Sky" law or (2) the Investor is an Accredited Investor.
(vi) The Placement Agent is a member of the National
Association of Securities Dealers, Inc., and is a broker-dealer registered as
such under the 1934 Act and under the securities laws of the states in which the
2
{PAGE}
Securities will be offered or sold by the Placement Agent unless an exemption
for such state registration is available to the Placement Agent. The Placement
Agent is in compliance with all material rules and regulations applicable to the
Placement Agent generally and applicable to the Placement Agent's participation
in the Offering.
411990
|
Health Express
As referenced in this Placement Agent Agreement:
HEALTH EXPRESS USA, INC – {DOCUMENT}
{TYPE}EX-10.26
{SEQUENCE}14
{FILENAME}placementagrmnt-1026.txt
{DESCRIPTION}PLACEMENT AGENT AGREEMENT
{TEXT}
EXHIBIT 10.26
-------------
HEALTH EXPRESS USA, INC .
PLACEMENT AGENT AGREEMENT
Dated as of: March 13, 2003
TN Capital Equities, Ltd.
14 East 60th Street, Suite 701
New York, New York 10022
Ladies and Gentlemen:
The undersigned,
_____________
Health Express USA, Inc – INC.
PLACEMENT AGENT AGREEMENT
Dated as of: March 13, 2003
TN Capital Equities, Ltd.
14 East 60th Street, Suite 701
New York, New York 10022
Ladies and Gentlemen:
The undersigned, Health Express USA, Inc ., a Florida corporation (the
"Company"), hereby agrees with TN Capital Equities, Ltd., a New York Corporation
(the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited
Partnership (the "
_____________
Health Express USA, Inc – received if personally delivered or
faxed (upon confirmation of receipt received by the sending party), addressed as
follows:
13
{PAGE}
If to Placement Agent, to:
If to the Company, to: Health Express USA, Inc .
1761 W. Hillsboro Blvd., Suite 203
Deerfield Beach, FL 33442
Attention: Douglas Baker, CEO
Telephone: (954) 570-5900
Facsimile: (954) 570-5917
With a copy to: Kirkpatrick & Lockhart, LLP
_____________
HEALTH EXPRESS USA, INC – provision of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
15
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
COMPANY:
HEALTH EXPRESS USA, INC .
By:
---------------------------------
Name: Douglas Baker
Title: Chief Executive Officer
PLACEMENT AGENT:
TN CAPITAL EQUITIES, LTD.
By:
---------------------------------
Name: John Steinmetz
Title: President
INVESTOR:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
_____________
dt 1379896
;
|
Kirkpatrick
As referenced in this Placement Agent Agreement:
Kirkpatrick & Lockhart, – Health Express USA, Inc.
1761 W. Hillsboro Blvd., Suite 203
Deerfield Beach, FL 33442
Attention: Douglas Baker, CEO
Telephone: (954) 570-5900
Facsimile: (954) 570-5917
With a copy to: Kirkpatrick & Lockhart, LLP
Miami Center - 20th Floor
201 South Biscayne Boulevard
Miami, Florida 33131-2399
Attention: Clayton E. Parker, Esq.
Telephone: (305) 539-3306
Facsimile: (305) 358-7095
If to the
_____________
dt 1524552
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Stock Redemption Agreement
Stock Redemption Agreement (26K)
Doc #923939: Click preview link for longer preview.
3
riley13dex99.htm
STOCK REDEMPTION AGREEMENT
Exhibit 99
STOCK REDEMPTION
AGREEMENT
THIS
STOCK REDEMPTION AGREEMENT (the or this “Agreement”), is made this 10th day of
September 2003 by and among MERITAGE HOSPITALITY GROUP INC., a Michigan corporation whose
address is 1971 East Beltline Ave., N.E., Suite 200, Grand Rapids, Michigan 49525
(“Meritage”), and ROBERT E. RILEY (“Riley”) and PAULA R. RILEY,
husband and wife, whose address is 6752 Turnberry Dr., S.E., . . .
923939
|
Meritage
As referenced in this Stock Redemption Agreement:
MERITAGE HOSPITALITY GROUP INC. –
Exhibit 99
STOCK REDEMPTION
AGREEMENT
THIS
STOCK REDEMPTION AGREEMENT (the or this “Agreement”), is made this 10th day of
September 2003 by and among MERITAGE HOSPITALITY GROUP INC. , a Michigan corporation whose
address is 1971 East Beltline Ave., N.E., Suite 200, Grand Rapids, Michigan 49525
(“Meritage”), and ROBERT E. RILEY (“Riley”) and
_____________
MERITAGE HOSPITALITY
GROUP INC. – valid and enforceable to the fullest extent permitted by law.
[SIGNATURES FOLLOW ON
NEXT PAGE]
IN
WITNESS WHEREOF, the undersigned executed this Agreement as of the date first written
above.
MERITAGE HOSPITALITY
GROUP INC.
/s/Robert E. Schermer,
Jr.
By: Robert E. Schermer, Jr.
Its: Chief Executive Officer
/s/Robert E. Riley
/s/Paula R. Riley
Robert E. Riley
Paula R. Riley
EXHIBIT
_____________
Meritage
Hospitality Group Inc. – common shares
===================
EXHIBIT B
RELEASE
Release.
A.
For consideration received, Robert E. Riley and Paula R. Riley (together the
“Riley’s”) hereby release, waive and forever discharge Meritage
Hospitality Group Inc. (“Meritage”), its affiliates, employees,
directors, officers, successors, assigns or subsidiaries (including but not
limited to Meritage affiliated companies: WM Limited Partnership – 1998
(d/b/a Wendy&#
_____________
Meritage Hospitality Group Inc. – s understand that any revocation, to be effective, must be in writing and
either (a) mailed and postmarked within seven (7) days of execution of this Release and
addressed to Meritage Hospitality Group Inc. , c/o Secretary, 1971 East Beltline Ave.,
N.E., Suite 200, Grand Rapids, Michigan 49525, or (b) hand delivered within seven (7) days
of execution of this Release to
_____________
Meritage Hospitality Group Inc. – Inc., c/o Secretary, 1971 East Beltline Ave.,
N.E., Suite 200, Grand Rapids, Michigan 49525, or (b) hand delivered within seven (7) days
of execution of this Release to Meritage Hospitality Group Inc. , c/o Secretary, 1971 East
Beltline Ave., N.E., Suite 200, Grand Rapids, Michigan 49525. The Riley’s understand
that if revocation is made by mail, mailing by
_____________
dt 1440312
;
|
Meritage
As referenced in this Stock Redemption Agreement:
MERITAGE HOSPITALITY GROUP INC –
Exhibit 99
STOCK REDEMPTION
AGREEMENT
THIS
STOCK REDEMPTION AGREEMENT (the or this “Agreement”), is made this 10th day of
September 2003 by and among MERITAGE HOSPITALITY GROUP INC ., a Michigan corporation whose
address is 1971 East Beltline Ave., N.E., Suite 200, Grand Rapids, Michigan 49525
(“Meritage”), and ROBERT E. RILEY (“Riley”) and
_____________
MERITAGE HOSPITALITY
GROUP INC – valid and enforceable to the fullest extent permitted by law.
[SIGNATURES FOLLOW ON
NEXT PAGE]
IN
WITNESS WHEREOF, the undersigned executed this Agreement as of the date first written
above.
MERITAGE HOSPITALITY
GROUP INC .
/s/Robert E. Schermer,
Jr.
By: Robert E. Schermer, Jr.
Its: Chief Executive Officer
/s/Robert E. Riley
/s/Paula R. Riley
Robert E. Riley
Paula R. Riley
EXHIBIT
_____________
Meritage
Hospitality Group Inc – common shares
===================
EXHIBIT B
RELEASE
Release.
A.
For consideration received, Robert E. Riley and Paula R. Riley (together the
“Riley’s”) hereby release, waive and forever discharge Meritage
Hospitality Group Inc . (“Meritage”), its affiliates, employees,
directors, officers, successors, assigns or subsidiaries (including but not
limited to Meritage affiliated companies: WM Limited Partnership – 1998
(d/b/a Wendy&#
_____________
Meritage Hospitality Group Inc – s understand that any revocation, to be effective, must be in writing and
either (a) mailed and postmarked within seven (7) days of execution of this Release and
addressed to Meritage Hospitality Group Inc ., c/o Secretary, 1971 East Beltline Ave.,
N.E., Suite 200, Grand Rapids, Michigan 49525, or (b) hand delivered within seven (7) days
of execution of this Release to
_____________
Meritage Hospitality Group Inc – Inc., c/o Secretary, 1971 East Beltline Ave.,
N.E., Suite 200, Grand Rapids, Michigan 49525, or (b) hand delivered within seven (7) days
of execution of this Release to Meritage Hospitality Group Inc ., c/o Secretary, 1971 East
Beltline Ave., N.E., Suite 200, Grand Rapids, Michigan 49525. The Riley’s understand
that if revocation is made by mail, mailing by
_____________
dt 1318762
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Investment Agreement
Investment Agreement (70K)
Doc #1115137: Click preview link for longer preview.
INVESTMENT AGREEMENT
This Investment Agreement (this "Agreement") is made and entered into as
of August 5, 2003, among ZAM Holdings, L.P., a Delaware limited partnership
("ZAM Holdings"), Eric J. Gleacher, an individual ("Gleacher"), Charles G.
Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a limited
company ("LJCB" and, collectively with ZAM Holdings, Gleacher and Phillips,
the "Funding Parties") and Cosi, Inc., a Delaware corporation (the "Company").
. . .
1115137
|
Cosi
As referenced in this Investment Agreement:
Cosi, Inc – Gleacher, an individual ("Gleacher"), Charles G.
Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a limited
company ("LJCB" and, collectively with ZAM Holdings, Gleacher and Phillips,
the "Funding Parties") and Cosi, Inc ., a Delaware corporation (the "Company").
WITNESSETH
WHEREAS, the Funding Parties delivered funding letters, dated as of
March 31, 2003 (the "Funding Letters"), to the Company pursuant to which they
_____________
Cosi, Inc – 249-7855
(d) If to LJCB, to:
LJCB Nominees Pty Ltd.
161 Collins Street
Melbourne, Australia 3000
Attention: President
Telecopy No.: +61 414-814524
(e) If to the Company, to:
Cosi, Inc .
Attn: William D. Forrest
242 West 36th Street, 11th Floor
New York, NY 10018
Telecopy No.: (212) 739-7334
with a copy (which shall not constitute notice) to:
William
_____________
COSI, INC – GLEACHER
/s/ Eric J. Gleacher
--------------------------------
CHARLES G. PHILLIPS
/s/ Charles G. Phillips
--------------------------------
LJCB NOMINEES PTY. LTD.
by its Director, Greg Woolley
By: /s/ Greg Woolley
----------------------------
Name: Greg Woolley
Title: Director
COSI, INC .
By: /s/ William D. Forrest
----------------------------
Name: William D. Forrest
Title: Executive Chairman
_____________
dt 1704188
;
|
Cosi
As referenced in this Investment Agreement:
Cosi, Inc – Gleacher, an individual ("Gleacher"), Charles G.
Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a limited
company ("LJCB" and, collectively with ZAM Holdings, Gleacher and Phillips,
the "Funding Parties") and Cosi, Inc ., a Delaware corporation (the "Company").
WITNESSETH
WHEREAS, the Funding Parties delivered funding letters, dated as of
March 31, 2003 (the "Funding Letters"), to the Company pursuant to which they
_____________
Cosi, Inc – 249-7855
(d) If to LJCB, to:
LJCB Nominees Pty Ltd.
161 Collins Street
Melbourne, Australia 3000
Attention: President
Telecopy No.: +61 414-814524
(e) If to the Company, to:
Cosi, Inc .
Attn: William D. Forrest
242 West 36th Street, 11th Floor
New York, NY 10018
Telecopy No.: (212) 739-7334
with a copy (which shall not constitute notice) to:
William
_____________
COSI, INC – GLEACHER
/s/ Eric J. Gleacher
--------------------------------
CHARLES G. PHILLIPS
/s/ Charles G. Phillips
--------------------------------
LJCB NOMINEES PTY. LTD.
by its Director, Greg Woolley
By: /s/ Greg Woolley
----------------------------
Name: Greg Woolley
Title: Director
COSI, INC .
By: /s/ William D. Forrest
----------------------------
Name: William D. Forrest
Title: Executive Chairman
_____________
dt 1787028
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Investment Agreement
Investment Agreement (71K)
Doc #1115213: Click preview link for longer preview.
INVESTMENT AGREEMENT
This Investment Agreement (this "Agreement") is made and entered into
as of August 5, 2003, among ZAM Holdings, L.P., a Delaware limited
partnership ("ZAM Holdings"), Eric J. Gleacher, an individual ("Gleacher"),
Charles G. Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a
limited company ("LJCB" and, collectively with ZAM Holdings, Gleacher and
Phillips, the "Funding Parties") and Cosi, Inc., a Delaware corporation (the
"Company").
. . .
1115213
|
Cosi
As referenced in this Investment Agreement:
Cosi, Inc – Gleacher, an individual ("Gleacher"),
Charles G. Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a
limited company ("LJCB" and, collectively with ZAM Holdings, Gleacher and
Phillips, the "Funding Parties") and Cosi, Inc ., a Delaware corporation (the
"Company").
WITNESSETH
WHEREAS, the Funding Parties delivered funding letters, dated as of March
31, 2003 (the "Funding Letters"), to the Company pursuant to which they
_____________
Cosi, Inc – 249-7855
(d) If to LJCB, to:
LJCB Nominees Pty Ltd.
161 Collins Street
Melbourne, Australia 3000
Attention: President
Telecopy No.: +61 414-814524
(e) If to the Company, to:
Cosi, Inc .
Attn: William D. Forrest
242 West 36th Street, 11th Floor
New York, NY 10018
Telecopy No.: (212) 739-7334
with a copy (which shall not constitute notice) to:
William
_____________
COSI, INC – GLEACHER
/s/ Eric J. Gleacher
--------------------------------
CHARLES G. PHILLIPS
/s/ Charles G. Phillips
--------------------------------
LJCB NOMINEES PTY. LTD.
by its Director, Greg Woolley
By: /s/ Greg Woolley
----------------------------
Name: Greg Woolley
Title: Director
COSI, INC .
By: /s/ William D. Forrest
----------------------------
Name: William D. Forrest
Title: Executive Chairman
20
_____________
dt 1704189
;
|
Cosi
As referenced in this Investment Agreement:
Cosi, Inc – Gleacher, an individual ("Gleacher"),
Charles G. Phillips, an individual ("Phillips"), LJCB Nominees Pty. Ltd., a
limited company ("LJCB" and, collectively with ZAM Holdings, Gleacher and
Phillips, the "Funding Parties") and Cosi, Inc ., a Delaware corporation (the
"Company").
WITNESSETH
WHEREAS, the Funding Parties delivered funding letters, dated as of March
31, 2003 (the "Funding Letters"), to the Company pursuant to which they
_____________
Cosi, Inc – 249-7855
(d) If to LJCB, to:
LJCB Nominees Pty Ltd.
161 Collins Street
Melbourne, Australia 3000
Attention: President
Telecopy No.: +61 414-814524
(e) If to the Company, to:
Cosi, Inc .
Attn: William D. Forrest
242 West 36th Street, 11th Floor
New York, NY 10018
Telecopy No.: (212) 739-7334
with a copy (which shall not constitute notice) to:
William
_____________
COSI, INC – GLEACHER
/s/ Eric J. Gleacher
--------------------------------
CHARLES G. PHILLIPS
/s/ Charles G. Phillips
--------------------------------
LJCB NOMINEES PTY. LTD.
by its Director, Greg Woolley
By: /s/ Greg Woolley
----------------------------
Name: Greg Woolley
Title: Director
COSI, INC .
By: /s/ William D. Forrest
----------------------------
Name: William D. Forrest
Title: Executive Chairman
20
_____________
dt 1787029
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| 2001 |
Subscription Agreement
Subscription Agreement (105K)
Doc #1216524: Click preview link for longer preview.
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of May 16, 2001, between
GRILL CONCEPTS, INC., a corporation organized and existing under the laws of the
State of Delaware ("ISSUER"); and STARWOOD HOTELS AND RESORTS WORLDWIDE, INC., a
corporation organized and existing under the laws of the State of Maryland
("INVESTOR");
W I T N E S S E T H:
WHEREAS, Issuer wishes to issue and sell to Investor, and
Investor wishes to purchase from Issuer, 666,667 shares (the . . .
1216524
|
Grill Concepts, Inc.
As referenced in this Subscription Agreement:
GRILL CONCEPTS, INC – FILENAME>p65372ex1.txt
<DESCRIPTION>EX-99.1
<TEXT>
<PAGE> 1
EXHIBIT 1
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of May 16, 2001, between
GRILL CONCEPTS, INC ., a corporation organized and existing under the laws of the
State of Delaware ("ISSUER"); and STARWOOD HOTELS AND RESORTS WORLDWIDE, INC., a
corporation organized and existing under the laws
_____________
GRILL CONCEPTS, INC – 23
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 24
IN WITNESS WHEREOF, each party hereto has executed and
delivered this Agreement as of the date first written above.
GRILL CONCEPTS, INC .
By:
Name:
Title:
STARWOOD HOTELS AND RESORTS WORLDWIDE, INC.
By:
Name:
Title:
<PAGE> 25
SCHEDULE II
CERTAIN DEFINED TERMS
"ACTION" means any claim (including, without limitation, any
_____________
Grill Concepts, Inc – generally accepted accounting
principles and practices as in effect from time to time and applied consistently
throughout the periods involved.
<PAGE> 33
ADDRESSES FOR NOTICES
If to Issuer: Grill Concepts, Inc .
11661 San Vicente Blvd., Suite 404
Los Angeles, California 90049
Attention: Michael Weinstock, Chairman
Telephone: (310)
Telecopier: (310) 820-6530
with copies to: Herzog, Fisher, Grayson & Wolfe
9460
_____________
dt 1413509
;
| |