EXHIBIT 10.8
NO SALE, OFFER TO SELL OR TRANSFER OF THESE SECURITIES SHALL BE MADE WITHOUT (i)
THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, OR
TRANSFER MAY BE MADE WITHOUT REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) SUCH REGISTRATION OR
QUALIFICATION.
BIG BUCK BREWERY & STEAKHOUSE, INC.
COMMON STOCK PURCHASE WARRANT
Big Buck Brewery & Steakhouse, Inc., a Michigan corporation (the
"Company"), hereby agrees that, for value received, COLUMBIA CONSTRUCTION
COMPANY or its assigns, is entitled, subject to the terms set forth below, to
purchase from the Company at any time or from time to time before 5:00 p.m.,
Minneapolis, Minnesota time, on January 18, 2006, Fifty Thousand (50,000) shares
of the Company's Common Stock at an exercise price of One Dollar and Thirty-Two
Cents ($1.32) per share (the "Warrant Shares").
1. EXERCISE OF WARRANT. The purchase rights granted by this
Warrant shall be exercised by the holder surrendering this Warrant, with the
Warrant Exercise Form attached hereto duly executed by such holder, to the
Company at its principal office, accompanied by payment, in cash, by cashier's
check payable to the order of the Company or by wire transfer to an account
specified by the Company, of the purchase price payable in respect of the
Warrant Shares being purchased. If less than all of the Warrant Shares
purchasable hereunder are purchased, the Company will, upon such exercise,
execute and deliver to the holder hereof a new Warrant evidencing the number of
Warrant Shares not so purchased. As soon as practicable after the exercise of
this Warrant and payment of the purchase price, the Company will cause to be
issued in the name of and delivered to the holder hereof a certificate
representing the Warrant Shares purchased upon such exercise. The Company may
require that such certificate contain on the face thereof a legend substantially
as follows:
No sale, offer to sell or transfer of the shares represented by this
certificate shall be made without (i) the opinion of counsel
satisfactory to the Company that such sale, offer, or transfer may be
made without registration or qualification under the Securities Act
and applicable state securities laws or (ii) such registration or
qualification.
2. NEGOTIABILITY AND TRANSFER. This Warrant is issued upon the
following terms, to which the holder hereof consents and agrees:
(a) This Warrant may not be sold, transferred, assigned or
hypothecated without (i) the opinion of counsel satisfactory to the
Company that such sale, offer, or transfer may be made without
registration or qualification under the Securities Act and applicable
state securities laws or (ii) such registration or qualification.
(b) Until this Warrant is duly transferred on the books of the
Company, the Company may treat the registered holder of this Warrant as
absolute owner hereof for all purposes without being affected by any
notice to the contrary.
(c) Each successive holder of this Warrant, or of any portion
of the rights represented hereby, shall be bound by the terms and
conditions set forth herein.
3. ANTIDILUTION ADJUSTMENTS. If the Company shall at any time
hereafter subdivide or combine its outstanding shares of Common Stock, or
declare a dividend payable in Common Stock, the exercise price in effect
immediately prior to the subdivision, combination, or record date for such
dividend payable in Common Stock shall forthwith be proportionately increased,
in the case of combination, or proportionately decreased, in the case of
subdivision or declaration of a dividend payable in Common Stock, and the number
of Warrant
Shares purchasable upon exercise of this Warrant immediately preceding such
event, shall be changed to the number determined by dividing the then current
exercise price by the exercise price as adjusted after such subdivision,
combination, or dividend payable in Common Stock and multiplying the result
of such division against the number of Warrant Shares purchasable upon the
exercise of this Warrant immediately preceding such event, so as to achieve
an exercise price and number of Warrant Shares purchasable after such event
proportional to such exercise price and number of Warrant Shares purchasable
immediately preceding such event. All calculations hereunder shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may
be. No fractional Warrant Shares are to be issued upon the exercise of this
Warrant, but the Company shall pay a cash adjustment in respect of any
fraction of a share which would otherwise be issuable in an amount equal to
the same fraction of the market price per share of Common Stock on the day of
exercise as determined in good faith by the Company. In case of any capital
reorganization or any reclassification of the shares of Common Stock of the
Company, or in the case of any consolidation with or merger of the Company
into or with another corporation, or the sale of all or substantially all of
its assets to another corporation, which is effected in such a manner that
the holders of Common Stock shall be entitled to receive stock, securities,
or assets with respect to or in exchange for Common Stock, then, as a part of
such reorganization, reclassification, consolidation, merger, or sale, as the
case may be, lawful provision shall be made so that the holder of the Warrant
shall have the right thereafter to receive, upon the exercise hereof, the
kind and amount of shares of stock or other securities or property which the
holder would have been entitled to receive if, immediately prior to such
reorganization, reclassification, consolidation, merger, or sale, the holder
had held the number of Warrant Shares which were then purchasable upon the
exercise of the Warrant. In any such case, appropriate adjustment (as
determined in good faith by the Board of Directors of the Company) shall be
made in the application of the provisions set forth herein with respect to
the rights and interest thereafter of the holder of the Warrant, to the end
that the provisions set forth herein (including provisions with respect to
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 exercise of the Warrant.
4. NOTICES. All notices and other communications in connection
with this Warrant must be in writing and, except as otherwise provided herein,
will be deemed to have been duly given (i) when mailed by certified or
registered mail, postage prepaid, return receipt requested, (ii) when sent by
facsimile, with written confirmation of receipt, or (iii) when delivered to the
addressee if sent by a nationally recognized overnight delivery service (receipt
requested). Any notice required or permitted to be given to the holder of this
Warrant shall be mailed, sent or delivered to the registered holder of the
Warrant at his or her last known post office address or facsimile number
appearing on the books of the Company.
5. RESERVATION OF COMMON STOCK. The Company will at all times
reserve and keep available such number of its authorized but unissued shares of
Common Stock as will be sufficient to permit the exercise in full of this
Warrant.
6. MISCELLANEOUS. Whenever reference is made herein to the issue
or sale of shares of Common Stock, the term "Common Stock" shall include any
stock of any class of the Company other than preferred stock that has a fixed
limit on dividends or a payment preference in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company. The Company
will not, by amendment of its Articles of Incorporation or through
reorganization, consolidation, merger, dissolution, or sale of assets, or by any
other voluntary act or deed, avoid or seek to avoid the observance or
performance of any of the covenants, stipulations, or conditions to be observed
or performed hereunder by the Company, but will, at all times in good faith,
assist, insofar as it is able, in the carrying out of all provisions hereof and
in the taking of all other action which may be necessary in order to protect the
rights of the holder hereof against dilution. The representations, warranties,
and agreements herein contained shall survive the exercise of this Warrant.
References to the "holder of" include the immediate holder of Warrant Shares
purchased on the exercise of this Warrant, and the word "holder" shall include
the plural thereof. This Common Stock Purchase Warrant shall be interpreted
under the laws of the State of Michigan. All Warrant Shares or other securities
issued upon the exercise of the Warrant shall be fully paid and nonassessable.
Notwithstanding anything contained herein to
the contrary, the holder of this Warrant shall not be deemed a shareholder of
the Company for any purpose whatsoever until and unless this Warrant is duly
exercised.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be
signed by its duly authorized officer this 18th day of January, 2001.
BIG BUCK BREWERY & STEAKHOUSE, INC.
By /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
WARRANT EXERCISE FORM
To be signed only upon exercise of Warrant.
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, __________ of the Warrant Shares of Big Buck Brewery &
Steakhouse, Inc. to which such Warrant relates and herewith makes payment of
$__________ therefor in cash, by cashier's check payable to the order of the
Company or by wire transfer to an account specified by the Company, and requests
that such Warrant Shares be issued and be delivered to the address set forth
below the signature of the undersigned.
Dated: ____________________
----------------------------------------
(Taxpayer's I.D. Number)
----------------------------------------
(Signature)
----------------------------------------
(Address)
