EXHIBIT 1
XXXXXX X. XXXXXX
000 Xxxxx Xxxxxx Xxxx
Xxxx Xxxxx, XX 00000
June 16, 1997
VIA TELECOPY (832-4737)
and HAND DELIVERY
L & L Foods, Inc.
000 0xx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000
Attn: Xxx, Xxxx and Xxxxxx Xxxxxx
Re: Capital Stock Purchase Agreement dated May 24, 1997, executed May 25, 1997
(the "May 25 Agreement)
Dear Messrs. Xxxxxx:
The undersigned, Xxxxxx X. Xxxxxx ("Purchaser") hereby exercises Purchaser's
option to purchase 479,600 shares (the "Option Shares") of the common stock of
Shells Seafood Restaurants, Inc. (the "Company") granted to the Purchaser
pursuant to the May 25 Agreement. Such exercise is made subject to the
satisfaction of the conditions to closing set forth in the May 25 Agreement.
Pursuant to the May 25 Agreement, L & L Foods, Inc. ("Seller") is obligated to
use its best efforts to satisfy the conditions to purchase of the Option Shares,
including the delivery of appropriate opinions to the Purchaser and counsel for
the Company with respect to the free tradability of the Option Shares upon
transfer to the Purchaser. Demand is hereby made for the Seller to undertake the
efforts to satisfy such conditions.
Purchaser has made arrangements for the funds necessary to complete the purchase
of the Option Shares, subject to the satisfaction of the conditions set forth in
the May 25 Agreement. Upon the acknowledgment by Seller that it has arranged for
the satisfaction of such conditions, the Purchaser is prepared to close the
transaction and deliver the purchase funds promptly and in a reasonable time.
Purchaser believes that such funds will be available within five business days
of the delivery of the required opinions. The Purchaser believes that the Seller
should be in a position to satisfy such requirements immediately, in which event
the Purchaser would be in a position to close and provide the funds on or before
June 24, 1997.
Please be advised that Purchaser presently intends to dispose of a substantial
amount of the shares purchased pursuant to this exercise of the option.
Accordingly, in the event of any delay on the part of Seller in fulfilling its
obligations and proceeding to closing could result in substantial damages.
Please provide the Purchaser with prompt confirmation of your efforts to satisfy
such conditions and the name of the counsel you have selected for the purpose of
issuing the required opinions. Also, please authorize such counsel to provide
drafts of such opinions and related supporting material to Purchaser's counsel,
Xxxxxxx & Xxxxxx, as well as counsel for the Company, for purposes of assuring
that such opinions will meet the requirements of the May 25 Agreement.
Very truly yours,
Xxxxxx X. Xxxxxx
cc: Xxxx Xxxxxxxx
Xxxxxxxx X. Xxxx
