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WARRANT AGREEMENT
WARRANT AGREEMENT, dated as of this 11th day of August, 1997, between AIG Latin
America Equity Partners, Ltd., a Bermuda company (the "Fund") and Brazil Fast
Food Corp. (the "Company"). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Stock Purchase
Agreement, dated as of the date hereof, between the Fund and the Company (the
"Stock Purchase Agreement").
WHEREAS, the Fund and the Company are entering into the Stock
Purchase Agreement dated the date hereof; and
WHEREAS, pursuant to the Stock Purchase Agreement, the Fund
has agreed to purchase and the Company has agreed to sell 1,500,000 shares of
common stock, $0.0001 par value per share of the Company (the "Common Stock");
and
WHEREAS, pursuant to the Stock Purchase Agreement, the Company
has agreed to issue to the Fund five-year warrants to purchase 250,000 shares of
Common Stock (the "Warrants") at an exercise price of $4.00 per share, subject
to anti-dilution and other adjustments pursuant to the provisions hereof.
NOW, THEREFORE, in consideration of the Fund executing and
delivering the Stock Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Fund hereby agree as follows:
SECTION 1. Warrants and Issuance of Warrant Certificates The Fund is entitled to
subscribe for and purchase from the Company, at any time or from time to time
subsequent to August _____, 1997 and prior to 5:00 p.m. on August _____, 2002,
New York time (the "Exercise Period") initially an aggregate of 250,000 shares
of fully paid, validly issued and nonassessable shares of Common Stock, at a
purchase price of $4.00 per share, subject to adjustment as provided herein (the
"Exercise Price").
(a) Each Warrant shall initially entitle the person in
whose name such Warrant is registered on the books of
the Company (the "Registered Holder") to purchase at
the Exercise Price therefor, one share of Common
Stock upon
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the exercise thereof, subject to modification and
adjustment as hereinafter provided.
(b) Upon execution of this Agreement, one Warrant
Certificate (substantially in form attached hereto as
Exhibit A) representing 250,000 Warrants to purchase
initially up to an aggregate of 250,000 shares of
Common Stock (subject to modification and adjustment
as hereinafter provided) shall be executed by the
Company and delivered to the Fund.
(c) From time to time, during the Exercise Period, as the
case may be, the Company shall countersign and
deliver Warrant Certificates in required
denominations of one or whole number multiples
thereof to the person entitled thereto in connection
with any transfer or exchange permitted under this
Agreement and the Stockholders' Agreement, dated as
of the date hereof, between the Fund, the Company and
the persons named in Schedule A thereto (the
"Stockholders' Agreement"). Except as provided in
Section 7 hereof, no Warrant Certificates shall be
issued except (i) Warrant Certificates initially
issued pursuant to Section 1(b) hereof, (ii) Warrant
Certificates issued upon any transfer or exchange of
Warrants, and (iii) Warrant Certificates issued to
reflect any adjustment or change in the Exercise
Price and the number of shares of Common Stock
purchasable upon exercise of the Warrants therefor
made pursuant to provisions of this Agreement.
SECTION 2. Form and Execution of Warrant
(a) The Warrant Certificates shall be substantially in
the form annexed hereto as Exhibit A (the provisions
of which are hereby incorporated herein) and may have
such letters, numbers or other marks of
identification or designation and such legends,
summaries or endorsements printed, lithographed or
engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with
any law or with any rule or regulation made pursuant
thereto or to conform to usage. The Warrant
Certificates shall be dated the date of issuance
thereof (whether upon initial issuance, transfer,
exchange or in lieu of mutilated, lost, stolen or
destroyed Warrant Certificates).
(b) Warrant Certificates shall be executed on behalf of
the Company by its Chairman of the Board, President
or any Vice President and by its Treasurer or an
Assistant Treasurer or its Secretary or an Assistant
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Secretary, by manual signatures or by facsimile
signatures printed thereon, and shall have imprinted
thereon a manual or a facsimile of the Company's
seal.
SECTION 3. Election to Exercise The Warrants may be exercised in whole or in
part at any time during the Exercise Period by delivery of the Election to
Exercise attached hereto as Exhibit B duly executed (and, if this Warrant is
being exercised in whole, by the surrender of the Warrant Certificate
representing such Warrant) to the Company at its office at Praia do Flamenco,
200-22 Andar, CEP ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Attention: President, or
such other place as may be designated in writing by the Company, together with a
certified or bank cashier's check payable to the order of the Company in an
amount equal to the Exercise Price multiplied by the number of shares of Common
Stock covered by such exercise.
SECTION 4. Exercise Upon exercise of the Warrants in whole or in part, the
Registered Holder shall be deemed to be the holder of record of the shares of
Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or certificates representing
such shares of Common Stock shall not then have been physically delivered to the
Registered Holder. As soon as practicable after each such exercise of the
Warrants, but not later than five days from the date of such exercise, the
Company shall issue and deliver to the Registered Holder a certificate or
certificates for the shares of Common Stock issuable upon such exercise,
registered in the name of the Registered Holder. The Company shall not be
required to issue stock certificates representing fractions of shares, but
shall, in respect of any final fraction of a share, make a payment in cash in an
amount equal to the same fraction (calculated to the nearest 1/100th of a share)
of the closing sale price per share of the Common Stock on the principal public
trading market on which the Common Stock is then traded, or, if the Common Stock
is not then traded on any public trading market, in an amount determined in good
faith by the Company's Board of Directors.
SECTION 5. Reservation of Shares; Taxes
(a) The Company covenants that it will at all times
reserve and keep available out of its authorized
Common Stock, solely for the purpose of issue upon
exercise of the Warrants, such number of shares of
Common Stock as shall then be issuable upon exercise
of the Warrants. The Company covenants that all
shares of Common Stock which shall be issuable upon
exercise of the Warrants shall, at the time of
delivery thereof and upon payment of the Exercise
Price with respect thereto, be duly and validly
issued and fully paid and non-assessable and free
from all preemptive or similar rights, taxes, liens,
charges and Encumbrances, and that upon issuance such
shares shall be listed on each securities exchange,
if any, on which the other shares of outstanding
Common Stock of the Company are then listed.
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(b) The Company shall pay all documentary, stamp or
similar taxes and other governmental charges that may
be imposed with respect to the issuance of Warrants,
or the issuance or delivery of any shares of Common
Stock upon the exercise of the warrants.
SECTION 6. Exchange and Registration of Transfer
(a) The Warrants are transferable, subject to the
provisions of the Stockholders' Agreement.
(b) Warrant Certificates may be exchanged for other
Warrant Certificates representing an equal aggregate
number of Warrants, or, subject to the limitations
set forth in Section 6(h) hereof, may be transferred
in whole or in part. Warrant Certificates to be so
exchanged shall be surrendered to the Company at its
office at Praia do Flamenco, 200-22 Andar, CEP
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President, and the Company shall execute, issue and
deliver in exchange therefor to the Registered Holder
a new Warrant Certificate or Certificates
representing an equal aggregate number of Warrants.
(c) The Company shall keep, at such office, books in
which, subject to such reasonable regulations as it
may prescribe, it shall register Warrant
Certificates, and the transfer thereof. Upon due
presentment for registration of transfer of any
Warrant Certificate at such office, the Company shall
execute and shall issue and deliver to the Registered
Holder a new Warrant Certificate or Certificates
representing an equal aggregate number of Warrants.
(d) With respect to any Warrant Certificates presented
for registration or transfer, or for exchange or
exercise, the subscription or assignment form
accompanying the Warrant Certificate(s), as the case
may be, attached thereto shall be duly endorsed or be
accompanied by a written instrument or instrument of
transfer or subscription, in form satisfactory to the
Company, duly executed by the Registered Holder
thereof or his attorney duly authorized in writing.
(e) No service charge shall be made for any exchange of,
registration or transfer of Warrant Certificates.
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(f) All Warrant Certificates surrendered for exercise or
for exchange shall be promptly canceled by the
Company.
(g) Prior to due presentment for registration or transfer
thereof, the Company may deem and treat the
Registered Holder of any Warrant Certificate as the
absolute owner of each Warrant represented thereby
(notwithstanding any notations of ownership or
writing thereon made by anyone other than the
Company) for all purposes and shall not be affected
by any notice to the contrary.
(h) The Warrants represented by the Warrant Certificates
may not be exercised nor may any interest in the
Warrants represented by the Warrant Certificates be
sold, assigned, pledged, hypothecated, encumbered or
in any other manner transferred or disposed of, in
whole or in part, except in compliance with
applicable United States federal and state securities
or Blue Sky laws and the terms and conditions hereof.
Each Warrant Certificate shall bear the legend set
forth in Section 11 hereof. Each share of Common
Stock issued upon exercise of the Warrants shall bear
a legend substantially in the form set forth in
Section 11 hereof. Any Warrant Certificate issued at
any time in exchange or substitution for any Warrant
Certificate bearing such legend shall also bear such
legend unless, in the opinion of legal counsel for
the Company, the Warrants represented thereby need no
longer be subject to the restriction contained
herein. The provisions of this Section 6(h) shall be
binding upon all subsequent Registered Holders of the
Warrant Certificates.
SECTION 7. Loss or Mutilation. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of any Warrant
Certificate and (in the case of loss, theft or destruction) of indemnity
satisfactory to it, and (in case of mutilation) upon surrender and cancellation
thereof, the Company shall execute and deliver in lieu thereof a new Warrant
Certificate to the Registered Holder thereof representing an equal aggregate
number of Warrants.
SECTION 8. Adjustment of Purchase Price
(a) Adjustments to Exercise Price for Diluting Issues.
(i) Special definitions. For purposes of this
Subsection 8(a), the following definitions shall
apply:
(A) "Option" shall mean rights, options or warrants to
subscribe for, purchase or otherwise acquire Common Stock or Convertible
Securities, excluding (x) rights or options granted to employees, directors or
consultants of the Company pursuant to the currently existing stock option plan
(the "Stock Option Plan") and (y) outstanding warrants evidencing the
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right of the holders thereof to purchase an aggregate of 5,379,250 shares of
Common Stock, as more fully described in Schedule 4.3 of the Stock Purchase
Agreement (provided that, for purposes of this Subsection 8(a)(i)(A), all shares
of Common Stock issuable upon exercise of options granted or available for grant
under the Stock Option Plan and the warrants described in this subparagraph (A),
shall be deemed to be outstanding).
(B) "Original Issue Date" shall mean the date on which the
Warrants are first issued.
(C) "Convertible Securities" shall mean any evidences of
indebtedness, shares or other securities directly or indirectly convertible into
or exchangeable for Common Stock.
(D) "Additional Shares of Common Stock" shall mean all shares
of Common Stock issued (or, pursuant to Subsection 8(a)(iii) below, deemed to be
issued) by the Company after the Original Issue Date, other than shares of
Common Stock issued or issuable upon the exercise of options excluded from the
definition of "Option" in Subsection 8(a)(i)(A).
(E) "Rights to Acquire Common Stock" (or "Rights") shall mean
all rights issued by the Company to acquire common stock whether by exercise of
a warrant, option or similar call or conversion of any existing instruments, in
either case for consideration fixed, in amount or by formula, as of the date of
issuance.
(ii) No Adjustment of Exercise Price. No adjustment in the number of
shares of Common Stock into which the warrants are convertible shall be made, by
adjustment in the applicable Exercise Price thereof: (a) unless the
consideration per share (determined pursuant to Subsection 8(a)(v) below) for an
Additional Share of Common Stock issued or deemed to be issued by the Company is
less than the applicable Exercise Price in effect on the date of, and
immediately prior to, the issue of such additional shares, or (b) if prior to
such issuance, the Company receives written notice from the Registered Holders
of at least sixty-six and two-thirds percent (66-2/3%) of the then outstanding
Warrants agreeing that no such adjustment shall be made as the result of the
issuance of Additional Shares of Common Stock.
(iii) Issue of Securities Deemed Issue of Additional Shares of Common
Stock. If the Company at any time or from time to time after the Original Issue
Date shall issue any Options or Convertible Securities or other Rights to
Acquire Common Stock, then the maximum number of shares of Common Stock (as set
forth in the instrument relating thereto without regard to any provision
contained therein for a subsequent adjustment of such number) issuable upon the
exercise of such Options, Rights or, in the case of Convertible Securities, the
conversion or exchange of such Convertible Securities, shall be deemed to be
Additional Shares of Common Stock issued as of the time of such issue, provided
that Additional Shares of Common Stock shall not be deemed to have been issued
unless the consideration per share (determined pursuant to Subsection 8(a) (v)
hereof) of such Additional Shares of Common Stock would be less than the
applicable Exercise Price in effect on the date of and immediately prior to such
issue, or such record date, as the case may be, and provided further that in any
such case in which Additional Shares of Common Stock are deemed to be issued:
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(A) No further adjustment in the Exercise Price shall be made
upon the subsequent issue of shares of Common Stock upon the exercise of such
Rights or conversion or exchange of such Convertible Securities;
(B) Upon the expiration or termination of any unexercised
Option or Right, the Exercise Price shall not be readjusted, but the Additional
Shares of Common Stock deemed issued as the result of the original issue of such
Option or Right shall not be deemed issued for the purposes of any subsequent
adjustment of the Exercise Price; and
(C) In the event of any change in the number of shares of
Common Stock issuable upon the exercise, conversion or exchange of any Option,
Right or Convertible Security, including, but not limited to, a change resulting
from the anti-dilution provisions thereof, the Exercise Price then in effect
shall forthwith be readjusted to such Exercise Price as would have been obtained
had the adjustment that was made upon the issuance of such Option, Right or
Convertible Security not exercised or converted prior to such change been made
upon the basis of such change, but no further adjustment shall be made for the
actual issuance of Common Stock upon the exercise or conversion of any such
Option, Right or Convertible Security.
(iv) Adjustment of Exercise Price upon Issuance of Additional Shares
of Common Stock. If the Company shall at any time after the Original Issue Date
issue Additional Shares of Common Stock (including Additional Shares of Common
Stock deemed to be issued pursuant to Subsection 8(a)(iii), but excluding
shares issued as a dividend or distribution as provided in Subsection 8(c) or
upon a stock split or combination as provided in Subsection 8(b)), without
consideration or for a consideration per share less than the applicable
Exercise Price in effect on the date of and immediately prior to such issue,
then and in such event, such Exercise Price shall be reduced, concurrently with
such issue to a price (calculated to the nearest cent) determined by
multiplying such Exercise Price by a fraction, (a) the numerator of which shall
be (1) the number of shares of Common Stock outstanding immediately prior to
such issue plus (2) the number of shares of Common Stock which the aggregate
consideration received by the Company for the total number of Additional Shares
of Common Stock so issued would purchase at such Exercise Price; and (b) the
denominator of which shall be (1) the number of shares of Common Stock
outstanding immediately prior to such issue plus (2) the number of such
Additional Shares of Common Stock so issued.
Notwithstanding the foregoing, the applicable Exercise Price
shall not be reduced if the amount of such reduction would be an amount less
than $.01, but any such amount shall be carried forward and reduction with
respect thereto made at the time of and together with any subsequent reduction
which, together with such amount and any other amount or amounts so carried
forward, shall aggregate $.01 or more.
(v) Determination of Consideration. For purposes of this
Subsection 8(a), the consideration received by the Company for the issue of any
Additional Shares of Common Stock shall be computed as follows:
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(A) Cash and Property: Such consideration shall:
(1.) insofar as it consists of cash, be computed at
the aggregate amount of cash received by the
Company, excluding amounts paid or payable for
accrued interest or accrued dividends;
(2.) insofar as it consists of property other than
cash, be computed at the fair market value
thereof at the time of such issue, as
determined in good faith by the Board of
Directors; and
(3.) in the event Additional Shares of Common Stock
are issued together with other shares or
securities or other assets of the Company for
consideration which covers both, be the
proportion of such consideration so received,
computed as provided in clauses (1.) and (2.)
above, as determined in good faith by the
Board of Directors.
(B) Options, Rights and Convertible Securities. The
consideration per share received by the Company for Additional Shares of Common
Stock deemed to have been issued pursuant to Subsection 8(a)(iii), relating to
Options, Rights and Convertible Securities, shall be determined by dividing
- the total amount, if any, received or receivable by
the Company as consideration for the issue of such
Options, Rights or Convertible Securities, plus the
minimum aggregate amount of additional consideration
(as set forth in the instruments relating thereto,
without regard to any provision contained therein for
a subsequent adjustment of such consideration)
payable to the Company upon the exercise of such
Options, Rights or the conversion or exchange of such
Convertible Securities, by
- the maximum number of shares of Common Stock (as set
forth in the instruments relating thereto, without
regard to any provision contained therein for a
subsequent adjustment of such number) issuable upon
the exercise of such Options or the conversion or
exchange of such Convertible Securities.
(b) Adjustment for Stock Splits and Combinations. If the Company shall at any
time or from time to time after the Original Issue Date effect a subdivision of
the outstanding Common Stock, the Exercise Price then in effect immediately
before that subdivision shall be proportionately decreased. If the Company shall
at any time or from time to time after the Original Issue Date combine the
outstanding shares of Common Stock, the Exercise Price then in effect
immediately
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before the combination shall be proportionately increased. Any adjustment under
this paragraph shall become effective at the close of business on the date the
subdivision or combination becomes effective.
(c) Adjustment for Certain Dividends and Distributions. In the event the Company
at any time, or from time to time after the Original Issue Date shall make or
issue, a dividend or other distribution payable in Additional Shares of Common
Stock, then and in each event the Exercise Price shall be decreased as of the
time of such issuance, by multiplying the Exercise Price by a fraction:
- the numerator of which shall be the total number of
shares of Common Stock issued and outstanding
immediately prior to the time of such issuance, and
- the denominator of which shall be the total number of
shares of Common Stock issued and outstanding
immediately prior to the time of such issuance plus
the number of shares of Common Stock issuable in
payment of such dividend or distribution.
(d) Adjustments for Other Dividends and Distributions. In the event the Company
at any time or from time to time after the Original Issue Date shall make or
issue a dividend or other distribution payable in securities of the Company
other than shares of Common Stock, then and in each such event provision shall
be made so that the Registered Holders of the Warrants shall receive upon
conversion thereof in addition to the number of shares of Common Stock
receivable thereupon, the amount of securities of the Company that they would
have received had their Warrants been converted into Common Stock on the date of
such event and had thereafter, during the period from the date of such event to
and including the conversion date, retained such securities receivable by them
as aforesaid during such period given application to all adjustments called for
during such period, under this paragraph with respect to the rights of the
Registered Holders of the Warrants.
(e) Adjustment for Merger or Reorganization, etc. in case of any consolidation
or merger of the Company with or into another corporation or the sale of all or
substantially all of the assets of the Company to another corporation,
1. if the surviving entity shall consent in writing to
the following provisions, then each Warrant shall
thereafter be convertible into the kind and amount of
shares of stock or other securities or property to
which a holder of the number of shares of Common
Stock of the Company deliverable upon conversion of
the Warrants would have been entitled upon such
consolidation, merger or sale; and, in such case,
appropriate adjustment (as determined in good faith
by the Board of Directors) shall be made in the
application of the provisions of this Section 8 with
respect to the rights and interest thereafter of the
Registered Holders of the Warrants, to the end that
the provisions of this Section 8 (including
provisions
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with respect to changes in and other adjustments of
the Exercise Price) shall thereafter be applicable,
as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter
deliverable upon the conversion of the Warrants; or
2. if the surviving corporation shall not so consent, the each
registered Holder of the Warrants, may, after receipt of the
notice specified in subsection (g), elect to convert the
Warrants into shares of Common Stock as provided in Section 4
hereof.
(f) Adjustment for Reclassification, Exchange, or Substitution. If the Common
Stock issuable upon the conversion of the Warrants shall be changed into the
same or a different number of shares of any class or classes of stock, whether
by capital reorganization, reclassification, or otherwise (other than a
subdivision or combination of shares or stock dividend provided for above, or a
reorganization, merger, consolidation, or sale of assets for above), then and in
each such event the Registered Holders of each Warrant shall have the right
thereafter to convert such Warrant into the kind and amount of shares of stock
and other securities and property receivable upon such reorganization,
reclassification, or other change, by holders of the number of shares of Common
Stock into which such Warrants might have been converted immediately prior to
such reorganization, reclassification, or change, all subject to further
adjustment as provided herein.
(g) Notice of Record Date. In the event:
1. that the Company declares a dividend (or any other
distribution) on its Common Stock payable in Common
Stock or other securities of the Company;
2. that the Company subdivides or combines its
outstanding shares of Common Stock;
3. of any reclassification of the Common Stock of the
Company (other than a subdivision or combination of
its outstanding shares of Common Stock or a stock
dividend or stock distribution thereon), or of any
consolidation or merger of the Company into or with
another corporation, or of the sale of all or
substantially all of the assets of the Company; or
4. of the involuntary or voluntary dissolution,
liquidation or winding-up of the Company;
then the Company shall cause to be filed at its principal office, and shall
cause to be mailed to the Registered Holders of the Warrants at their last
addresses as shown on the records of the
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Company, at least ten days prior to the record date specified in (A) below or
twenty days before the date specified in (B) below, a notice stating
(A) the record date of such dividend, distribution,
subdivision or combination, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend,
distribution, subdivision or combination are to be determined, or
(B) the date on which such reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up is expected to become
effective, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, dissolution or winding-up.
(h) In addition to the foregoing, the Exercise Price of the Warrants shall be
subject to an aggregate adjustment of $0.75 per share as follows:
(i) If the Company fails to achieve 85% of projected
EBITDA for the three year period January 1, 1997
through December 31, 1999, as set forth in Schedule A
hereto, the Exercise Price shall be reduced by $0.25
per share; provided, however that if the average per
share price of the Common Stock for the thirty
trading days ending on December 31, 1999 is $6.00 or
higher, the exercise price of the Warrants shall not
be adjusted under this Section h(i).
(ii) If the Company fails to achieve 85% of projected
EBITDA for the one year period January 1, 2000
through December 31, 2000, as set forth in Schedule A
hereto, the Exercise Price shall be reduced by an
additional $0.25 per share; provided, however that if
the average per share price of the Common Stock for
the thirty trading days ending on December 31, 2000
is $7.00 or higher, the exercise price of the
Warrants shall not be adjusted under this Section
h(ii).
(iii) If the Company fails to achieve 85% of projected
EBITDA for the one year period January 1, 2001
through December 31, 2001, as set forth in Schedule A
hereto, the Exercise Price shall be reduced by an
additional $0.25 per share; provided, however that if
the average per share price of the Common Stock for
the thirty trading days ending on December 31, 2001
is $8.00 or higher, the exercise price of the
Warrants shall not be adjusted under this Section
h(iii).
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SECTION 9. Other Dilutive Events. In case any event shall occur as to which the
provisions of Sections 8 are not strictly applicable but the failure to make any
adjustment would not fairly protect the purchase rights represented by the
Warrants in accordance with the essential intent and principles of such Section,
then, in each such case, the Company shall make a good faith adjustment to the
Exercise Price and to the number of shares of Common Stock into which the
Warrants are exercisable in accordance with the intent of Section 8 hereof and,
upon the written request of the Registered Holder(s), shall appoint a firm of
independent certified public accountants of recognized national standing (which
may be the regular auditors of the Company), which shall give their opinion upon
the adjustment, if any, on a basis consistent with the essential intent and
principles established in Section 8 hereof, necessary to preserve, without
dilution, the purchase rights represented by the Warrants. Upon receipt of such
opinion, the Company shall promptly mail a copy thereof to the Registered
Holder(s) and shall make the adjustments described therein.
SECTION 10. Covenants The Company will not, by amendment to its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Agreement. Without limiting the generality of the foregoing, the Company
(a) will not increase the par value of any shares of
stock receivable upon the exercise of the Warrants
above the amount payable therefor upon such exercise,
(b) will take all such action as may be necessary or
appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of
stock upon the exercise of the Warrants from time to
time outstanding, and
(c) without the prior written consent of the Registered
Holder(s), will not issue any security providing for
anti-dilution protection of such security.
SECTION 11. Legend. The Warrants and the shares of Common Stock issuable upon
exercise of the Warrants have not been registered under the Act as of the date
hereof. Subject to the provisions of Section 12 hereof, if on the date of
exercise of the Warrants, the Common Stock underlying the Warrants shall not
have been registered under the Securities Act, then upon such exercise, in part
or in whole, of the Warrants, certificates representing the shares of Common
Stock underlying the Warrants and any of the other securities issuable upon
exercise of the Warrants shall bear the following legend:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR, UNLESS, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, OR TRANSFER IS EXEMPT FROM
REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS.
SECTION 12. Registration Rights The Company and the Fund acknowledge and agree
that the Warrants and the shares of Common Stock underlying the Warrants are
subject to a Registration Rights Agreement between the Fund and the Company,
dated as of the date hereof.
SECTION 13. Notices All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or mailed by certified or registered mail, postage prepaid, return receipt
requested, or delivered to a nationally recognized next business day courier for
delivery on the next business day, or by facsimile, with a copy sent as
aforesaid and in any instance addressed as follows:
(i) if to the Fund
AIG Latin America Equity Partners, Ltd.
c/o Latin America Investment Advisors, Inc.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇▇▇▇▇▇, Colt & Mosle
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
(ii) if to the Company
Brazil Fast Food Corp.
Praia do Flamenco
200-22: Andar
CEP ▇▇▇▇▇-▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Vader
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with a copy to:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇, Esq.
SECTION 14. Modification of Agreement This Agreement may not be modified,
supplemented or altered in any respect except with the consent in writing of the
Registered Holders representing not less than 51% of the Warrants and the
Company; provided, further, that no change in the number or nature of the
securities purchasable upon the exercise of any Warrant, or the Exercise Price
therefor shall be made without the consent in writing of the Registered Holder
of the affected Warrant, other than such changes as are specifically prescribed
by this Agreement as originally executed.
SECTION 15. Binding Effect This Agreement shall be binding upon and shall inure
to the benefit of, the parties hereto and their respective heirs, legal
representatives, successors, and permitted assigns and any transferee of any of
the Warrants or the Common Stock issuable upon exercise thereof.
SECTION 16. Governing Law This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of laws principles thereof.
SECTION 17. Counterparts This Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed an original, but
all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
BRAZIL FAST FOOD CORP.
By: /s/ ▇. ▇▇▇ ▇▇▇▇▇▇ Vader
--------------------------------------
Name: ▇. ▇▇▇ ▇▇▇▇▇▇ Vader
Title: Chief Executive Officer
AIG LATIN AMERICA EQUITY PARTNERS, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer
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EXHIBIT A
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS,
WHICH, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER, IS AVAILABLE.
NO. _____ VOID AFTER August __, 2002
WARRANT CERTIFICATE TO PURCHASE _____ SHARES OF COMMON STOCK
of
BRAZIL FAST FOOD CORP.
THIS CERTIFIES THAT, FOR VALUE RECEIVED
______________________________ or registered assigns (the "Registered Holder")
are the owners of the number of Common Stock Purchase Warrants (the "Warrants")
specified above. Each Warrant initially entitles the Registered Holder to
purchase, subject to the terms and conditions set forth in this Certificate and
the Warrant Agreement (as hereinafter defined), one fully paid and nonassesable
share of Common Stock, $.0001 par value per share, of Brazil Fast Food Corp., a
Delaware corporation (the "Company"), at any time beginning on August__, 1997,
and prior to the Expiration Date (as hereinafter defined) upon the presentation
and surrender of this Warrant Certificate with the Election to Exercise Form on
the reverse hereof duly executed, at the corporate office of the Company,
accompanied by payment of $4.00, subject to adjustment (the "Exercise Price"),
in lawful money of the United States of America in cash or by check made payable
to the Company.
This Warrant Certificate and each Warrant represented hereby
are issued pursuant to and are subject in all respects to the terms and
conditions set forth in the Warrant Agreement
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(the "Warrant Agreement"), dated as of August __, 1997, by and between the
Company and the holder thereof.
In the event of certain contingencies provided for in the
Warrant Agreement, the Exercise Price and the number of shares of Common Stock
subject to purchase upon the exercise of each Warrant represented hereby are
subject to modification or adjustment.
Each Warrant represented hereby is exercisable at the option
of the Registered Holder, but no fractional interests will be issued. In the
case of the exercise of less than all the Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate or Certificates of like
tenor for the balance of such Warrant.
The term "Expiration Date" shall mean 5:00 p.m. (New York
time) on August __, 2002. If such date shall in the state of New York be a
holiday or a day on which the banks are authorized to close, then the Expiration
Date shall mean 5:00 p.m. (New York time) the next following day which in the
state of New York is not a holiday or a day on which banks are authorized to
close.
This Warrant shall not be exercisable by a Registered Holder
in any state where such exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender
hereof by the Registered Holder at the corporate office of the Company, for a
new Warrant Certificate or Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment of this Warrant Certificate, for
registration of transfer a new Warrant Certificate representing an equal
aggregate number of Warrants will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Warrant Agreement.
Except as provided in the Warrant Agreement, prior to the
exercise of any Warrant represented hereby, the registered Holder shall not be
entitled to any rights of a stockholder of the Company, including, without
limitation, the right to vote or receive any notice of any proceedings of the
Company.
Prior to the due presentment for registration of transfer
hereof, the Company may deem and treat the Registered Holder as the absolute
owner hereof and each Warrant represented hereby (notwithstanding any notations
of ownership or writing hereon made by anyone other than a duly authorized
officer of the Company) for all purposes and shall not be affected by any notice
to the contrary, except as provided in the Warrant Agreement.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the state of new York, without giving effect to
conflicts of law.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed as of the date hereof.
Dated: ▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇ FAST FOOD CORP.
/s/ ▇. ▇▇▇ ▇▇▇▇▇▇ Vader
--------------------------------------
Name: ▇. ▇▇▇ ▇▇▇▇▇▇ Vader
Title: Chief Executive Officer
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EXHIBIT B
TO: Brazil Fast Food Corp.
ELECTION TO EXERCISE
The undersigned hereby exercises its right to subscribe for
and purchase from Brazil Fast Food Corp. ____ fully paid, validly issued and
nonassessable shares of Common Stock covered by the within Warrant and tenders
payment herewith in the amount of $______ in accordance with the terms thereof,
and requests that certificates for such shares be issued in the name of and
delivered to:
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Date:
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By:
----------------------------
Name:
Title:
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