Contract
Exhibit
4.10
THE
REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
THAT
IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
A
PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO
ANYONE OTHER THAN (I) AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH
THE
OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE HOLDER OR OF ANY SUCH
UNDERWRITER OR SELECTED DEALER.
THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO
AUGUST , 2008. VOID AFTER
5:00 P.M. NEW YORK CITY LOCAL TIME,
FEBRUARY ,
2013.
FORM
OF UNIT PURCHASE OPTION
FOR
THE PURCHASE OF
170,000
UNITS
OF
PACIFIC
RESTAURANT HOLDINGS, INC.
1. Purchase
Option.
THIS
CERTIFIES THAT, in consideration of a total of $100.00 duly paid by or on behalf
of Jesup & ▇▇▇▇▇▇ Securities Corporation (the “Holder”),
as
registered owner of this Purchase Option, to Pacific Restaurant Holdings, Inc.
(“Company”), Holder is entitled, at any time or from time to time after February
, 2008 (“Commencement
Date”),
and
at or before 5:00 p.m., New York City local time, February ,
2013
(“Expiration
Date”),
but
not thereafter, to subscribe for, purchase and receive, in whole or in part,
up
to a total of one hundred seventy thousand (170,000) units (“Units”)
of the
Company, each Unit consisting of one share of common stock of the Company,
par
value $0.001 per share (“Common
Stock”),
and
one warrant (“Warrant(s)”)
expiring five years from the effective date (“Effective
Date”)
of the
registration statement (“Registration
Statement”)
pursuant to which Units are offered for sale to the public (“Offering”).
Each
Warrant shall be substantially the same as the warrants included in the Units
being registered for sale to the public by way of the Registration Statement
(“Public
Warrants”).
If
the Expiration Date is a day on which banking institutions are authorized by
law
to close, then this Purchase Option may be exercised on the next succeeding
day
which is not such a day in accordance with the terms herein. During the period
ending on the Expiration Date, the Company agrees not to take any action that
would terminate this Purchase Option. This Purchase Option is initially
exercisable at $7.20 per Unit so purchased; provided, however, that upon the
occurrence of any of the events specified in Section 6 hereof, the rights
granted by this Purchase Option, including the exercise price per Unit and
the
number of Units (and shares of Common Stock and Warrants) to be received upon
such exercise, shall be adjusted as therein specified. The term “Exercise
Price”
shall
mean the initial exercise price or the adjusted exercise price, depending on
the
context.
2. Exercise.
2.1 Exercise
Form. In
order
to exercise this Purchase Option, the exercise form attached hereto must be
duly
executed and completed and delivered to the Company, together with this Purchase
Option and payment of the Exercise Price for the Units being purchased payable
in cash or by certified check or official bank check. If the subscription rights
represented hereby shall not be exercised at or before 5:00 p.m., New York
City
local time, on the Expiration Date this Purchase Option shall become and be
void
without further force or effect, and all rights represented hereby shall cease
and expire.
2.2 Legend.
Each
certificate for the securities purchased under this Purchase Option shall bear
a
legend as follows unless such securities have been registered under the
Securities Act of 1933, as amended (“Act”):
“The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (“Act”),
or
applicable state law. The securities may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration statement
under the Act, or pursuant to an exemption from registration under the Act
and
applicable state law.”
2.3 No
Obligation to Net Cash Settle. Notwithstanding
anything to the contrary contained in this Purchase Option, in no event will
the
Company net cash settle the exercise of the Purchase Option or the Warrants
underlying the Purchase Option. The holder of the Purchase Option and the
Warrants underlying the Purchase Option may not exercise the Purchase Option
or
the Warrants underlying such Purchase Option unless a registration statement
is
effective with respect to the Common Stock underlying the Public Warrants and,
if the holder is not able to exercise the Purchase Option or underlying Warrants
prior to their expiration, the Purchase Option and/or the underlying Warrants,
as applicable, will expire worthless.
3. Transfer.
3.1 General
Restrictions. The
registered Holder of this Purchase Option, by its acceptance hereof, agrees
that
it will not sell, transfer, assign, pledge or hypothecate this Purchase Option
for a period of one year following the Effective Date to anyone other
than (i) an underwriter or a selected dealer in connection with the Offering
or
(ii) a bona fide officer or partner of the Holder or of any such underwriter
or
selected dealer. On and after the first anniversary of the Effective Date,
transfers to others may be made subject to compliance with or exemptions from
applicable securities laws. In order to make any permitted assignment, the
Holder must deliver to the Company the assignment form attached hereto duly
executed and completed, together with this Purchase Option and payment of all
transfer taxes, if any, payable in connection therewith. The Company shall
within five business days transfer this Purchase Option on the books of the
Company and shall execute and deliver a new Purchase Option or Purchase Options
of like tenor to the appropriate assignee(s) expressly evidencing the right
to
purchase the aggregate number of Units purchasable hereunder or such portion
of
such number as shall be contemplated by any such assignment.
2
3.2 Restrictions
Imposed by the Act. The
securities evidenced by this Purchase Option shall not be transferred unless
and
until (i) the Company has received the opinion of counsel for the Holder that
the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which
is
established to the reasonable satisfaction of the Company (the Company hereby
agreeing that the opinion of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP shall be deemed
satisfactory evidence of the availability of an exemption), or (ii) a
registration statement or a post-effective amendment to the Registration
Statement relating to such securities has been filed by the Company and declared
effective by the Securities and Exchange Commission (the “Commission”)
and
compliance with applicable state securities law has been established. The
Company agrees that prior to the Commencement Date, it shall file with the
Commission a post-effective amendment to the Registration Statement, or a new
registration statement, for the registration, under the Act, of, and it shall
take such action as is necessary to qualify for sale, in those states in which
the Warrants were initially offered by the Company, the Common Stock issuable
upon exercise of the Warrants. In either case, the Company will use its best
efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement until the expiration or redemption of the
Warrants in accordance with the provisions of this Agreement. The provisions
of
this paragraph may not be modified, amended or deleted without the prior written
consent of the Holder.
4. New
Purchase Options to be Issued.
4.1 Partial
Exercise or Transfer. Subject
to the restrictions in Section 3 hereof, this Purchase Option may be exercised
or assigned in whole or in part. In the event of the exercise or assignment
hereof in part only, upon surrender of this Purchase Option for cancellation,
together with the duly executed exercise or assignment form and funds sufficient
to pay any Exercise Price and/or transfer tax, the Company shall cause to be
delivered to the Holder without charge a new Purchase Option of like tenor
to
this Purchase Option in the name of the Holder evidencing the right of the
Holder to purchase the number of Units purchasable hereunder as to which this
Purchase Option has not been exercised or assigned.
4.2 Lost
Certificate. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Purchase Option and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Option of like tenor and date. Any such new Purchase Option
executed and delivered as a result of such loss, theft, mutilation or
destruction shall constitute a substitute contractual obligation on the part
of
the Company.
5. Warrant
Redemption.
Notwithstanding
anything to the contrary contained herein or in that certain Warrant Agreement,
dated as of February , 2008, between the Company and American Stock Transfer
& Trust Company, as Warrant Agent (the “Warrant
Agreement”),
(i)
this Purchase Option shall, to the extent not earlier exercised in full, be
automatically exercised, immediately prior to a redemption of the Company’s
outstanding warrants pursuant to Section 6 of the Warrant Agreement (provided
that notice is provided to the Holder on the same terms as provided to the
holders of Warrants pursuant to the Warrant Agreement), and (ii) each Warrant
that is part of a Unit issued hereunder upon such automatic conversion shall
be
redeemed by the Company as part of such redemption for the Redemption
Price.
3
As
provided in the Warrant Agreement, the Company may not issue or deliver any
securities pursuant to the exercise of a Warrant and may not settle the Warrant
exercise unless a registration statement under the Act with respect to the
Common Stock underlying the Public Warrants is effective. In the event that
a
registration statement with respect to the Common Stock underlying the Public
Warrants is not effective under the Act, no holder of any Warrant shall be
entitled to exercise such Warrant and such Warrant may have no value and expire
worthless. In no event may the Company net cash settle the warrant exercise.
Warrants may not be exercised by, or securities issued to, any registered holder
in any state in which such exercise would be unlawful. In the event that a
registration statement is not effective for the exercised Warrants, the
purchaser of a unit containing such Warrant will have paid the full purchase
price for the unit solely for the shares included in such unit.
6. Adjustments.
6.1 Adjustments
to Exercise Price and Number of Securities. The
Exercise Price and the number of Units underlying this Purchase Option shall
be
subject to adjustment from time to time as hereinafter set forth:
6.1.1 Stock
Dividends—Split-Ups.
If
after the date hereof, and subject to the provisions of Section 6.3 below,
the
number of outstanding shares of Common Stock is increased by a stock dividend
payable in shares of Common Stock or by a split-up of shares of Common Stock
or
other similar event, then, on the effective date thereof, the number of shares
of Common Stock underlying each of the Units purchasable hereunder shall be
increased in proportion to such increase in outstanding shares. In such case,
the number of shares of Common Stock, and the exercise price applicable thereto,
underlying the Warrants underlying each of the Units purchasable hereunder
shall
be adjusted in accordance with the terms of the Warrants (even though such
Warrants shall not yet have been issued). For example, if the Company declares
a
two-for-one stock dividend and at the time of such dividend this Purchase Option
is for the purchase of one Unit at $7.20 per whole Unit (and each Warrant
underlying the Units is exercisable for $8.64 per share), upon effectiveness
of
the dividend, this Purchase Option will be adjusted to allow for the purchase
of
one Unit at $7.20 per Unit, each Unit entitling the holder to receive two shares
of Common Stock and two Warrants (each Warrant exercisable for $4.32 per
share).
6.1.2 Aggregation
of Shares.
If
after the date hereof, and subject to the provisions of Section 6.3, the number
of outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of shares of Common Stock or other similar
event, then, on the effective date thereof, the number of shares of Common
Stock
underlying each of the Units purchasable hereunder shall be decreased in
proportion to such decrease in outstanding shares. In such case, the number
of
shares of Common Stock, and the exercise price applicable thereto, underlying
the Warrants underlying each of the Units purchasable hereunder shall be
adjusted in accordance with the terms of the Warrants (even though such Warrants
shall not yet have been issued).
4
6.1.3 Replacement
of Securities upon Reorganization, etc.
In case
of any reclassification or reorganization of the outstanding shares of Common
Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that
solely affects the par value of such shares of Common Stock, or in the case
of
any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company
as an
entirety or substantially as an entirety in connection with which the Company
is
dissolved, the Holder of this Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of shares of
Common Stock of the Company obtainable upon exercise of this Purchase Option
and
the underlying Warrants immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered
by
Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.
6.1.4 Changes
in Form of Purchase Option.
This
form of Purchase Option need not be changed because of any change pursuant
to
this Section, and Purchase Options issued after such change may state the same
Exercise Price and the same number of Units as are stated in the Purchase
Options initially issued pursuant to this Agreement. The acceptance by any
Holder of the issuance of new Purchase Options reflecting a required or
permissive change shall not be deemed to waive any rights to an adjustment
occurring after the Commencement Date or the computation thereof.
6.2 Substitute
Purchase Option. In
case
of any consolidation of the Company with, or merger of the Company with, or
merger of the Company into, another corporation (other than a consolidation
or
merger which does not result in any reclassification or change of the
outstanding Common Stock), the corporation formed by such consolidation or
merger shall execute and deliver to the Holder a supplemental Purchase Option
providing that the holder of each Purchase Option then outstanding or to be
outstanding shall have the right thereafter (until the stated expiration of
such
Purchase Option) to receive, upon exercise of such Purchase Option, the kind
and
amount of shares of stock and other securities and property receivable upon
such
consolidation or merger, by a holder of the number of shares of Common Stock
of
the Company for which such Purchase Option might have been exercised immediately
prior to such consolidation, merger, sale or transfer. Such supplemental
Purchase Option shall provide for adjustments which shall be identical to the
adjustments provided in Section 6. The above provision of this Section shall
similarly apply to successive consolidations or mergers.
5
6.3 Elimination
of Fractional Interests. The
Company shall not be required to issue certificates representing fractions
of
shares of Common Stock or Warrants upon the exercise of this Purchase Option,
nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up or down to the nearest whole
number of Warrants, shares of Common Stock or other securities, properties
or
rights.
7. Reservation
and Listing.
The
Company shall at all times reserve and keep available out of its authorized
shares of Common Stock, solely for the purpose of issuance upon exercise of
this
Purchase Option or the Warrants underlying this Purchase Option, such number
of
shares of Common Stock or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that,
upon
exercise of this Purchase Option and payment of the Exercise Price therefor,
all
shares of Common Stock and other securities issuable upon such exercise shall
be
duly and validly issued, fully paid and non-assessable and not subject to
preemptive rights of any stockholder. The Company further covenants and agrees
that upon exercise of the Warrants underlying this Purchase Option and payment
of the respective Warrant exercise price therefor, all shares of Common Stock
and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights
of
any stockholder. As long as this Purchase Option shall be outstanding, the
Company shall use its best efforts to cause all (i) Units issuable upon exercise
of this Purchase Option, (ii) shares of Common Stock included in the Units
issuable upon exercise of this Purchase Option, (iii) Warrants included in
the
Units issuable upon exercise of this Purchase Option and (iv) shares of Common
Stock issuable upon exercise of the Warrants included in the Units issuable
upon
exercise of this Purchase Option to be listed (subject to official notice of
issuance) on all securities exchanges (or, if applicable on the Nasdaq National
Market, SmallCap Market, OTC Bulletin Board or any successor trading market)
on
which the Units, the Common Stock or the Public Warrants issued to the public
in
connection herewith may then be listed and/or quoted.
8. Certain
Notice Requirements.
8.1 Holder’s
Right to Receive Notice. Nothing
herein shall be construed as conferring upon the Holders the right to vote
or
consent as a stockholder for the election of directors or any other matter,
or
as having any rights whatsoever as a stockholder of the Company. If, however,
at
any time prior to the expiration of this Purchase Option and its exercise,
any
of the events described in Section 8.2 shall be proposed, then, in one or more
of said events, the Company shall give written notice of such event at least
fifteen days prior to the date fixed as a record date or the date of closing
the
transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on (or notice of) such proposed dissolution,
liquidation, winding up or sale, or entitled to such notice of redemption
pursuant to Section 5 hereof. Such notice shall specify such record date or
the
date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice
given to the other stockholders of the Company at the same time and in the
same
manner that such notice is given to the stockholders.
6
8.2 Events
Requiring Notice. The
Company shall be required to give the notice described in this Section 8 upon
one or more of the following events: (i) if the Company shall take a record
of
the holders of its shares of Common Stock for the purpose of entitling them
to
receive a dividend or distribution payable otherwise than in cash, or a cash
dividend or distribution payable otherwise than out of retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the
books of the Company, (ii) the Company shall offer to all the holders of its
Common Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company,
or
any option, right or warrant to subscribe therefor, (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a
consolidation or merger) or a sale of all or substantially all of its property,
assets and business shall be proposed, (iv) if the Company shall delivery a
notice to holders of the warrants of a redemption pursuant to Section 6.2 of
the
Warrant Agreement or (v) if the Company shall deliver a notice to the Holder
pursuant to Section 5 of this Purchase Option.
8.3 Notice
of Change in Exercise Price. The
Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and
change (“Price
Notice”).
The
Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the
Company’s President and Chief Executive Officer.
8.4 Transmittal
of Notices. All
notices, requests, consents and other communications under this Purchase Option
shall be in writing and shall be deemed to have been duly made when hand
delivered, or mailed by express mail or private courier service:
(i)
if to
the registered Holder of this Purchase Option, to the address of such Holder
as
shown on the books of the Company, with a copy to:
▇▇▇▇▇▇▇
▇▇▇▇▇▇ LLP
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇.
New
York,
NY 10022
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
or
(ii)
if to the Company, to the following address or to such other address as the
Company may designate by notice to the Holders:
Pacific
Restaurant Holdings, Inc.
▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
Oceanside,
California 92054
Attention:
▇▇▇▇ ▇. ▇▇▇▇▇
With
a
copy to:
Pillsbury
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇▇▇
▇▇▇▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Esq.
7
9. Miscellaneous.
9.1 Amendments.
The
Company and the Holder may from time to time supplement or amend this Purchase
Option without the approval of any of the Holders in order to cure any
ambiguity, to correct or supplement any provision contained herein that may
be
defective or inconsistent with any other provisions herein, or to make any
other
provisions in regard to matters or questions arising hereunder that the Company
and the Holder may deem necessary or desirable and that the Company and the
Holder deem shall not adversely affect the interest of the Holders. All other
modifications or amendments shall require the written consent of and be signed
by the party against whom enforcement of the modification or amendment is
sought.
9.2 Headings.
The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any
of
the terms or provisions of this Purchase Option.
9.3 Entire
Agreement. This
Purchase Option (together with the other agreements and documents being
delivered pursuant to or in connection with this Purchase Option) constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of the parties,
oral and written, with respect to the subject matter hereof.
9.4 Binding
Effect. This
Purchase Option shall inure solely to the benefit of and shall be binding upon,
the Holder and the Company and their permitted assignees, respective successors,
legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or
by virtue of this Purchase Option or any provisions herein
contained.
9.5 Governing
Law; Submission to Jurisdiction. This
Purchase Option shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of
laws. The Company hereby agrees that any action, proceeding or claim against
it
arising out of, or relating in any way to this Purchase Option may be brought
and enforced in the courts of the State of New York or of the United States
of
America for the Southern District of New York, and irrevocably submits to such
jurisdiction. Any process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
8 hereof. Such mailing shall be deemed personal service and shall be legal
and
binding upon the Company in any action, proceeding or claim. The Company and
the
Holder agree that the prevailing party(ies) in any such action shall be entitled
to recover from the other party(ies) all of its reasonable attorneys’ fees and
expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor.
8
9.6 Waiver,
Etc. The
failure of the Company or the Holder to at any time enforce any of the
provisions of this Purchase Option shall not be deemed or construed to be a
waiver of any such provision, nor to in any way affect the validity of this
Purchase Option or any provision hereof or the right of the Company or any
Holder to thereafter enforce each and every provision of this Purchase Option.
No waiver of any breach, non-compliance or non-fulfillment of any of the
provisions of this Purchase Option shall be effective unless set forth in a
written instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver
of
any other or subsequent breach or non-compliance.
9.7 Execution
in Counterparts. This
Purchase Option may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which shall be deemed
to be an original, but all of which taken together shall constitute one and
the
same agreement, and shall become effective when one or more counterparts has
been signed by each of the parties hereto and delivered to each of the other
parties hereto.
9.8 Exchange
Agreement. As
a
condition of the Holder’s receipt and acceptance of this Purchase Option, ▇▇▇▇▇▇
agrees that, at any time prior to the complete exercise of this Purchase Option
by Holder, if the Company and the Holder enter into an agreement (“Exchange
Agreement”)
pursuant to which they agree that all outstanding Purchase Options will be
exchanged for securities or cash or a combination of both, then Holder shall
agree to such exchange and become a party to the Exchange
Agreement.
[Remainder
of this page intentionally left blank; signature page
follows.]
9
IN
WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
its
duly authorized officer as of the day
of
February, 2008.
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PACIFIC
RESTAURANT HOLDINGS, INC.
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||
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By:
|
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Name:
▇▇▇▇ ▇. ▇▇▇▇▇
Title:
Chief Executive Officer and
Director
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[Unit
Purchase Option]
Form
to be used to exercise Purchase Option:
Pacific
Restaurant Holdings, Inc.
▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
Oceanside,
California 92054
Attention:
▇▇▇▇ ▇. ▇▇▇▇▇
Date:
____________,
20__
The
undersigned hereby elects irrevocably to exercise all or a portion of the within
Purchase Option and to purchase _________Units of Pacific Restaurant Holdings,
Inc. and hereby makes payment of $____________
(at the
rate of $7.20 per Unit) in payment of the Exercise Price pursuant thereto.
Please issue the Common Stock and Warrants as to which this Purchase Option
is
exercised in accordance with the instructions given below.
or
The
undersigned hereby elects irrevocably to convert its right to purchase
_________Units purchasable under the within Purchase Option by surrender of
the
unexercised portion of the attached Purchase Option (with a “Value” based of
$____________ based on a “Market Price” of $____________).
Please issue the securities comprising the Units as to which this Purchase
Option is exercised in accordance with the instructions given
below.
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NOTICE:
The signature to this assignment must correspond with the name as
written
upon the face of the purchase option in every particular, without
alteration or enlargement or any change whatever.
|
|
|
Signature(s)
Guaranteed:
|
THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15).
INSTRUCTIONS
FOR REGISTRATION OF SECURITIES
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Name
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(Print
in Block Letters)
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|
Address
|
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Form
to be used to assign Purchase Option:
ASSIGNMENT
(To
be
executed by the registered Holder to effect a transfer of the within Purchase
Option):
FOR
VALUE
RECEIVED, _____________________ does hereby sell, assign and transfer unto
the
right to purchase ____________Units of Pacific Restaurant Holdings, Inc.
(“Company”)
evidenced by the within Purchase Option and does hereby authorize the Company
to
transfer such right on the books of the Company.
Dated:
____________,
200__
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Signature
|
||
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NOTICE:
The signature to this assignment must correspond with the name as
written
upon the face of the purchase option in every particular, without
alteration or enlargement or any change whatever.
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||
|
Signature(s)
Guaranteed:
|
||
THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15).