THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SUCH ACT.
LA SALSA HOLDING CO.
WARRANT TO PURCHASE SHARES OF SERIES D
CONVERTIBLE PREFERRED STOCK
This Warrant is issued to Casual Dining Ventures, Inc.
("Warrantholder") by La Salsa Holding Co., a Delaware corporation (the
"Company"), as of this 12th day of January, 1996, in connection with the
issuance and sale of shares of the Series D Convertible Preferred Stock of the
Company to Warrantholder pursuant to that certain Series D Convertible Preferred
Stock and Warrant Purchase Agreement, of even date herewith, by and between the
Company and Warrantholder (the "Purchase Agreement").
1. Purchase of Shares. Subject to the terms and conditions
hereinafter set forth, the holder of this Warrant is entitled, upon surrender of
this Warrant at the principal office of the Company (or at such other place as
the Company shall notify the holder hereof in writing), to purchase 4,729,470
shares of Series D Convertible Preferred Stock of the Company. The shares of
Series D Convertible Preferred Stock issuable pursuant to this Section 1 (the
"Shares") shall be subject to adjustment pursuant to Section 7 hereof.
2. Purchase Price. The purchase price for the Shares is $1.50
per share. Such price shall be subject to adjustment pursuant to Section 7
hereof (such price, as adjusted from time to time, is herein referred to as the
"Exercise Price").
3. Exercise Period. This Warrant is exercisable beginning
April 12, 1997 and shall remain so exercisable until and including July 12,
1997.
4. Method of Exercise. While this Warrant remains outstanding
and exercisable in accordance with Section 3 above, the holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
(i) the surrender of the Warrant, together with a duly executed copy of the
form of subscription attached hereto, to the Secretary of the Company at
its principal offices; and
(ii) the payment to the Company of an amount equal to the aggregate Exercise
Price for the number of Shares being purchased.
5. Certificates for Shares. Upon the exercise of the purchase
rights evidenced by this Warrant, one or more certificates for the number of
Shares so purchased shall be issued as soon as practicable thereafter, and in
any event within thirty (30) days of the delivery of the subscription notice.
6. Reservation of Shares. The Company covenants that it will
at all times keep available such number of authorized shares of its Series D
Convertible Preferred Stock, free from all preemptive rights with respect
thereto, which will be sufficient to permit the exercise of this Warrant for the
full number of Shares specified herein. The Company further covenants that such
Shares, when issued pursuant to the exercise of this Warrant, will be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens, and
charges with respect to the issuance thereof.
7. Adjustment of Exercise Price and Number of Shares. The
number of and kind of securities purchasable upon exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances.
If the Company shall at any time prior to the expiration of this Warrant
subdivide its Series D Convertible Preferred Stock, by split-up or otherwise, or
combine its Series D Convertible Preferred Stock or issue additional securities
as a dividend with respect to any shares of its Series D Convertible Preferred
Stock, the number of Shares issuable on the exercise of this Warrant shall
forthwith be proportionately increased in the case of a subdivision or stock
dividend, or proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the purchase price payable per share, but the
aggregate purchase price payable for the total number of Shares purchasable
under this Warrant (as adjusted) shall remain the same. Any adjustment under
this Section 7(a) shall become effective at the close of business on the date
the subdivision or combination becomes effective, or as of the record date of
such dividend, or in the event that no record date is fixed, upon the making of
such dividend.
(b) Reclassification, Reorganization, and
Consolidation. In case of any reclassification, capital reorganization or change
in the Series D Convertible Preferred Stock of the Company (other than as a
result of a subdivision, combination or stock dividend provided for in Section
7(a) above), then, as a condition of such reclassification, reorganization or
change, lawful provision shall be made, and duly executed documents evidencing
the same from the Company or its successor shall be delivered to the holder of
this Warrant, so that the holder of this Warrant shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant, the kind and amount of shares
of stock and other securities and property receivable in connection with such
reclassification, reorganization or change by a holder of the same number of
shares of Series D Convertible Preferred Stock as were purchasable by the holder
of this Warrant immediately prior to such reclassification, reorganization or
change. In any such case appropriate provisions shall be made with respect to
the rights and interest of the holder of this Warrant so that the provisions
hereof shall thereafter be applicable with respect to any shares of stock or
other securities and property deliverable upon exercise hereof, and appropriate
adjustments shall be made to the purchase price per share payable hereunder,
provided the aggregate purchase price shall remain the same.
(c) Notice of Adjustment. When any adjustment is
required to be made in the number or kind of shares purchasable upon exercise of
the Warrant, or in the Warrant Price, the Company shall promptly notify the
holder of such event and of the number of shares of Series D Convertible
Preferred Stock or other securities or property thereafter purchasable upon
exercise of the Warrant.
8. No Fractional Shares or Scrip. No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Warrant Price then in effect.
9. No Stockholder Rights. Prior to exercise of this Warrant,
the holder shall not be entitled to any rights of a stockholder with respect to
the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, exercise preemptive rights or
be notified of stockholder meetings, and such holder shall not be entitled to
any notice or other communication concerning the business or affairs of the
Company.
10. Successors and Assigns. The terms and provisions of this
Warrant and the Purchase Agreement shall inure to the benefit of, and be binding
upon, the Company and the holders hereof and their respective successors and
assigns.
11. Amendments and Waivers. Any term of this Warrant may be
amended and the observance of any term of this Warrant may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and Warrantholder. Any
waiver or amendment effected in accordance with this section shall be binding
upon Warrantholder, any future holder of the Shares, and the Company.
12. Governing Law. This Warrant shall be governed by the laws
of the State of California as applied to agreements among California residents
made and to be performed entirely within the State of California.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officers thereunto duly authorized.
LA SALSA HOLDING CO.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxx
President
Accepted and Agreed:
WARRANTHOLDER:
CASUAL DINING VENTURES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx, Xx.
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, Xx.
Title: Senior Vice President and General Counsel
SUBSCRIPTION
La Salsa Holding Co.
Attention: Corporate Secretary
The undersigned hereby elects to purchase, pursuant to the provisions of
the Warrant to Purchase Shares of Series D Convertible Preferred Stock issued by
La Salsa Holding Co. and held by the undersigned, ____________ shares of Series
D Convertible Preferred Stock of La Salsa Holding Co.
Payment of the exercise price per share required under such Warrant
accompanies this Subscription.
The undersigned hereby represents and warrants that the undersigned is
acquiring such shares for its own account for investment purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.
Date:
Name:
By:
Title:
Address:
Name in which shares should be registered:
