SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 2007 • Passport Restaurants, Inc. • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 23, 2007 among Passport Restaurants, Inc., a Texas corporation whose principal place of business is located at 804 Pier View Way, Oceanside, CA 92054 (the “Company”), and each of the Purchaser(s) identified on the signature pages hereto (including their successors and assigns, the “Purchaser(s)”).
Warrant AgreementWarrant Agreement • December 12th, 2007 • Passport Restaurants, Inc. • Retail-eating places • New York
This Agreement made as of , 2007 between Pacific Restaurant Holdings, Inc., a Delaware corporation, with offices at 509 Madison Avenue, Suite 1510, New York, New York 10022 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2007 • Passport Restaurants, Inc. • Retail-eating places
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 23, 2007, between Passport Restaurants, Inc., a Texas corporation (the “Company”), and the purchasers signatory hereto (the “Purchasers”).
Form Of WarrantWarrant Agreement • December 12th, 2007 • Passport Restaurants, Inc. • Retail-eating places • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
COMMON STOCK PURCHASE WARRANT To Purchase ____________ Shares of Common Stock of Passport Restaurants, Inc.Security Agreement • December 12th, 2007 • Passport Restaurants, Inc. • Retail-eating places
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 1, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on March 23, 2012, the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Passport Restaurants, Inc., a Texas corporation (the “Company”), _____________ shares (the “Warrant Shares”) of Common Stock, no par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
THIS WARRANT WILL BE VOID IF REDEEMED OR NOT EXERCISED PRIOR TOWarrant Agreement • December 12th, 2007 • Passport Restaurants, Inc. • Retail-eating places
THIS CERTIFIES THAT, for value received ____________________________ is the registered holder of a Warrant or Warrants expiring , 2012 or earlier upon redemption (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $0.001 per share ("Shares"), of Pacific Restaurant Holdings, Inc., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company such number of Shares of the Company at the price of $7.20 per share (the “Warrant Price”), upon surrender of this Warrant Certificate accompanied by the annexed duly executed exercise form and payment of the Warrant Price at the office or agency of American Stock Transfer & Trust Company (the "Warrant Agreement") (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent, a
September 15, 2007Securities Purchase Agreement • December 12th, 2007 • Passport Restaurants, Inc. • Retail-eating places
FORM OF FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENTFinancial Advisory and Investment Banking Agreement • February 8th, 2008 • Passport Restaurants, Inc. • Retail-eating places • New York
This Agreement is made and entered into as of the _____ day of February, 2008 by and between Pacific Restaurant Holdings, Inc., a Delaware corporation (the “Company”), and Jessup & Lamont Securities Corporation, a New York corporation (the “Advisor”).
FORM OF UNDERWRITING AGREEMENT BETWEEN PACIFIC RESTAURANT HOLDINGS, INC. AND JESUP & LAMONT SECURITIES CORPORATION DATED: ____________, 2008Underwriting Agreement • February 8th, 2008 • Passport Restaurants, Inc. • Retail-eating places • New York
The undersigned, Pacific Restaurant Holdings, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Jesup & Lamont Securities Corporation (being referred to herein variously as “you,” “Jesup” or the “Representative”) and the other underwriters named on Schedule I hereto for which Jesup is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ContractPurchase Option Agreement • February 8th, 2008 • Passport Restaurants, Inc. • Retail-eating places • New York
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.
