EXHIBIT 10.58
SHELLS SEAFOOD RESTAURANTS, INC.
INVESTORS RIGHTS AGREEMENT
THIS INVESTORS RIGHTS AGREEMENT (the "Agreement") is entered into
as of January 31, 2002, by and among Shells Seafood Restaurants,
Inc., a Delaware corporation (the "Company"); Shells Investment
Partners, LLC and Banyon Investment, LLC (each a "Purchaser"
and collectively, the "Purchasers"); and the Persons identified in
Schedule I hereto (together with the legal representative(s) of
each, the "Shareholders").
BACKGROUND INFORMATION
The Company and its subsidiaries entered into a Securities
Purchase Agreement dated January 31, 2002 (the "Purchase
Agreement") with the Purchasers pursuant to which the
Purchasers loaned Two Million Dollars ($2,000,000) to the Company.
To induce the Purchasers to execute and deliver the Purchase
Agreement, the Company has agreed to provide certain preemptive
rights to the Purchasers, be governed by a seven person Board of
Directors and cause certain of the Company's Shareholders and
securityholders to execute this Agreement. Accordingly, in
consideration of the mutual promises and covenants hereinafter set
forth, the parties hereto agree as follows:
OPERATIVE PROVISIONS
1. DEFINITIONS; EFFECT; SECURITIES COVERED
1.1 Definitions. All capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them
in the Purchase Agreement. As used herein in this Agreement, the
following terms shall have the following respective meanings:
"Affiliate" shall mean, with respect to any Person, any other
Person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common
control with such Person.
"Common Stock" means the authorized common stock, $.01 par
value per share, of the Company.
"Company Securities" means the Common Stock, the Preferred Stock,
Options and any other equity securities of the Company issued and
outstanding at any time.
"Family Member" means, as applied to any Person, such Person's
spouse, domestic partner, children (including each stepchild or
adopted child), grandchildren, parent(s), brother(s) or sister(s),
the spouse or domestic partner of any of the foregoing, and each
trust created for the exclusive benefit of any one or more of such
Family Members, as well as a corporation or other entity
controlled at all times by such Person or his or her legal
representative and beneficially owned by such Person and his
or her Family Members or any one or more of them.
"Fully Diluted Basis" shall mean (a) with respect to any shares of
capital stock of the Company the aggregate of all of such shares
which consist of Common Stock, and (b) with respect to any other
securities which are not Common Stock, the number of shares of
Common Stock into which such securities are convertible at the
time of determination of such Fully Diluted Basis, and (c) with
respect to any options, warrants or other rights to acquire shares
of Common Stock (or securities convertible into or exchangeable
for Common Stock) the maximum number of shares of Common Stock
issuable at the time of such determination in connection with the
exercise of any such options, warrants or other rights to
subscribe, convert or exchange.
"New Shares" shall mean (a) any shares of Common Stock, Preferred
Stock or other equity securities of the Company whether now
authorized or not, (b) any rights, options or warrants to
purchase such shares, and (c) securities of any type that are, or
may become, convertible into, exercisable, exchangeable or
carrying rights to subscribe for any equity securities of the
Company (collectively with the securities referred to in clause
(b) above, "Options"); provided, that "New Shares" does not
include (i) securities issued pursuant to the acquisition of
another Person by the Company by merger, consolidation, exchange
of shares, the purchase of substantially all of such Person's
assets or otherwise which has been approved by the Purchasers;
(ii) Strategic Investor Shares; (iii) Options issued in conformity
with all applicable provisions of a Company Board of Director
approved stock option plan or grant, as may be amended from time
to time, to one or more of the employees, directors or consultants
of the Company (each an "Option Plan"); (iv) Common Stock issued
to the Company's shareholders in connection with any stock split,
stock dividend or recapitalization by the Company; (v) Common
Stock issued pursuant to the exercise of Options granted under the
Option Plan; (vi) shares issued upon conversion of the shares of
Preferred Stock outstanding as of the date hereof; and (vii) any
securities issued to any Purchaser pursuant to the provisions of
Section 4(h) of the Warrant.
"Notice of Proposed Issuance" shall have the meaning specified in
Section 3.1(a).
"Offered New Shares" shall have the meaning specified in Section
3.1(a).
"Option Plan" shall have the meaning specified within the
definition of "New Shares".
"Options" shall have the meaning specified within the definition
of "New Shares".
"Person" means an individual, corporation, limited liability
company, association, partnership, joint venture, trust,
unincorporated organization and any government, governmental
department or agency or political subdivision thereof.
"Preferred Stock" means the 2,000,000 shares of Preferred Stock
presently authorized for issuance by the Company and, as the
context permits, all shares of the Company's Common Stock
issued in respect thereof or upon the conversion thereof.
"Purchase Agreement" shall mean that certain Securities Purchase
Agreement dated as of January 31,2002 between, among others, the
Company and the Purchasers.
"Purchasers" shall mean Shells Investment Partners, LLC, a Florida
limited liability company and Banyon Investment, LLC..
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Shareholders" shall have the meaning given such term in the
preamble to this Agreement.
"Shares" shall have the meaning given such term in Section 1.3 of
this Agreement.
"Strategic Investor Shares" shall mean securities of any kind,
including, without limitation, debt securities, equity securities,
convertible or exchangeable securities, options, warrants, or
Shares, issued to an investor ("Strategic Investor") who is
capable of materially contributing, directly or indirectly (other
than by the mere investment of capital), to the Company's business
prospects or value and who is approved as such in advance of its
investment by the Purchasers. The Purchasers shall have approved
a proposed issuance of Strategic Investor Shares in the event that
(i) the Company gives notice of the proposed issuance of such
shares to Purchasers, and (ii) and neither Purchaser indicates its
disapproval in writing within seven (7) business days of receipt
of such notice.
"Thirty Day Period" shall have the meaning specified in Section
3.1(b).
"Transfer" shall mean, with respect to any Company Securities, any
transfer, sale, gift, exchange, assignment, pledge or other
disposition by a Shareholder.
1.2 Effect. This Agreement shall be deemed effective on the date
it is executed by all Shareholders.
1.3 Shares Covered. Shares covered by this Agreement ("Shares")
shall include the following Shares held by the Shareholders who
are or become parties to this Agreement: (i) the shares of Common
Stock presently issued and outstanding, (ii) shares of Common
Stock issued in respect of such shares (including, but not limited
to, stock splits, stock dividends, reclassifications,
recapitalizations, or similar events), and (iii) any shares of
Common Stock issued upon the exercise of any Options held by any
party hereto, whether such Options are granted and issued by the
Company or by any Shareholder, including, but not limited to, any
as may be identified on Schedule I hereto.
2. AFFIRMATIVE COVENANTS OF THE COMPANY AND THE SHAREHOLDERS.
2.1 Transfers to Affiliates. Each and every transferee or
assignee of the Shares from any Shareholder or Purchaser who is an
Affiliate of the transferor or assignor shall be bound by and
subject to all the terms and conditions of this Section 2. So
long as its provisions are in effect, the Company shall require,
as a condition precedent to the transfer of any Shares covered by
this Section to an Affiliate of the transferor, that the
transferee Affiliate agree in writing to be bound by, and subject
to, the terms and conditions of this Section 2 and to ensure that
each transferee of the Shares shall be likewise bound.
Each of the parties acknowledges that all other parties hereto
will be irreparably damaged in the event that the provisions of
this Section are not specifically enforced. Accordingly, should
any dispute arise pursuant to Section 2 of this Agreement, the
parties agree that an order of injunction to restrain, enjoin and
prevent each breach of this Agreement by any other party(ies) and
to enforce specifically all terms and provisions of this Agreement
shall be an appropriate remedy. Such remedy shall be cumulative
and shall be in addition to any other remedies which any party may
have at law or in equity.
Notwithstanding the foregoing and the provisions of Sections 4
and 7 hereof, each Shareholder, Purchaser and his, her or its
respective transferee Affiliates, can dispose of the Options and
Shares to an unaffiliated third party (whether through private
transactions or in market transactions) free of the restrictions
set forth in this Agreement.
2.2 Additional Security. The Company shall, as soon as
possible after the closing of the Purchase Agreement, use its good
faith effort to grant to the Purchasers a mortgage on all of its
real estate and collaterally assign all of its rights under its
real property lease agreements, subject to existing liens and to
obtaining the necessary consents. The Company will use its good
faith efforts to obtain such consents, provided however, with
regard to the collateral assignments of leases, the Board of
Directors of the Company shall determine whether or not to
approach various landlords under such leases. Notwithstanding the
foregoing, no such mortgage, lien or assignment of rights shall be
made with respect to the Winterhaven location or facility, to the
extent that the Company is successful in its efforts to refinance
the facility within the one hundred eighty day period following
the date of this Agreement.
3. PREEMPTIVE RIGHTS.
3.1 Right to Purchase. The Company shall only issue New
Shares in accordance with the following terms:
(a) In the event the Company desires to issue any New Shares,
it shall first deliver to the Purchasers notice (the "Notice of
Proposed Issuance") specifying the type and total number of such
New Shares which the Company then desires to issue (the "Offered
New Shares"), all of the terms, including the price, upon which
the Company proposes to issue the Offered New Shares, and stating
the Purchasers shall have the right to purchase the Offered New
Shares in the manner specified in this Section 3.1 at the price
and in accordance with the terms and provisions specified in such
Notice of Proposed Issuance.
(b) During the 30 consecutive day period commencing on the
date the Notice of Proposed Issuance has been delivered to the
Purchasers (the "Thirty Day Period"), the Purchasers shall have
the option to purchase all of the Offered New Shares at the price
and terms specified in the Notice of Proposed Issuance. If either
Purchaser elects to purchase Offered New Shares it must give
notice of its election to the Company during such Thirty Day
Period.
(c) If all of the Offered New Shares have not been purchased
by the Purchasers, then the Company shall have the right, until
the expiration of 180 consecutive days commencing on the first day
immediately following the expiration of the Thirty Day Period
(subject to Section 3(e) below), to issue the Offered New Shares
at not less, and on terms no more favorable to the purchaser, than
the price and terms specified in the Notice of Proposed Issuance.
If for any reason the Offered New Shares are not issued within
such period and at such price and on such terms, the right to
issue in accordance with the Notice of Proposed Issuance shall
expire and the provisions of this Agreement shall continue to be
applicable to the Offered New Shares.
(d) The Purchasers shall set the place, time and date for the
closing of the purchase of the Offered New Shares, which closing
shall not be more than 20 days after the first day immediately
following the expiration of the Thirty Day Period.
(e) The Purchasers shall each be entitled to purchase fifty
percent (50%) of the Offered New Shares. In the event that one of
the Purchasers elects not to purchase all of the Offered New
Shares it is entitled to purchase, the other Purchaser shall have
the right, during the succeeding ten day period to purchase all or
a portion of such shares.
3.2 Purchase Price Payment Form. The purchase price for the
Offered New Shares shall, unless otherwise agreed in writing by
the parties to such transaction, be paid in cash or by certified
check at the date of the closing, provided that at the election of
each buyer, made prior thereto, such buyer shall have the right to
purchase such Offered New Shares on the terms set forth in the
Notice of Proposed Issuance.
3.3 Closing. At the closing, the buyers shall deliver the
consideration required by Section 3.2 and the Company shall
deliver certificates representing the Offered New Shares purchased
3.4 Termination. The rights granted to the Purchasers pursuant to
this Section 3 shall terminate with respect to a Purchaser when
such Purchaser owns less than 13% of the Company's Securities on a
Fully Diluted Basis, or if earlier on the date that all amounts
due and payable under the Notes have been paid in full.
4. COMPOSITION OF BOARD. From and after the date hereof, each
Shareholder (and if applicable, each Purchaser) shall vote all of
the voting Company Securities over which such Person has voting
control, and shall take all other actions as a shareholder, within
his, her or its control, reasonably requested by the Company or
any other Shareholder or Purchaser (whether in his, her or its
capacity as a shareholder, director, member of a board committee
or officer of the Company and including, without limitation,
attendance at meetings in person or by proxy for purposes of
obtaining a quorum or voting on a particular issue, and execution
of written consents or resolutions in lieu of meetings), and the
Company shall take all actions within its control reasonably
requested by any Shareholder or Purchaser (including, without
limitation, calling special board and shareholders' meetings) so
that:
(1) At all times the Company is in compliance with all of its
obligations under the Purchase Agreement and the Transaction
Documents.
(b). At all times until the termination of this Agreement:
(i) the authorized number of directors of the Company's
Board of Directors (the "Board") shall be established and
maintained at seven and the Board shall act by majority vote;
(ii) the Chief Executive Officer of the Company shall be on the
Board of Directors and the Purchasers shall have the right to
designate the remaining six nominees for election as the remaining
six members. Currently, the Chief Executive Officer is Xxxxx
Xxxx. Each Purchaser shall be entitled to designate three members
to serve on the Board of Directors of the Company: Banyon
Investment, LLC appoints Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx and
Xxxxxxxxxxx X. Xxxxxx to serve as its representatives. Shells
Investment Partners, LLC selects Xxxxxx X. Xxxxxxx, J. Xxxxxxx
Xxxxxxx and Xxxx X. Xxxxxxxx to serve as its representatives.
Each Purchaser shall designate from time to time, the persons it
desires elected to the Board at each election of directors during
the term of this Agreement and the Shareholders will vote their
Shares in favor of that slate and will use their good faith
efforts to cause such persons to be elected to the Company's Board
of Directors.
5. REMOVAL OF BOARD REPRESENTATIVES. Any director designated
hereunder by a Purchaser shall be removed from the Board at the
written request of that Purchaser.
6. BOARD OF DIRECTOR MEETINGS; OBSERVER RIGHTS.
6.1 Board Meetings. The Company agrees to hold a meeting of its
Board of Directors at least 4 times per Fiscal Year and not less
frequently than once per 120 days (the "Company's Quarterly
Meeting"). Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxxx (the
"Designated Observers") shall have the right to attend all
meetings of the Board of Directors of the Company in a non-voting
observer capacity; provided, however, that in the case of
telephonic meetings conducted in accordance with the governing
documents of such Company and applicable law, the Designated
Observers shall be given the opportunity to listen to such
telephonic meetings; provided, however, that (i) the members of
the Board of Directors and the Designated Observers shall be given
at least 10 days prior written notice of each Quarterly Meeting of
Company, and (ii) the Designated Observers shall be given all
written materials and other information provided by Company to the
members of its Board of Directors in connection with such eetings.
Company shall notify the Designated Observers, as promptly as
practicable, of the proposed taking of any material action by
written consent of its Board of Directors in lieu of a meeting
thereof and a copy of such written consent shall be provided to
the Designated Observers as soon as practicable.
6.2 Expenses. The Company shall promptly reimburse the Designated
Observers, as well as members of Company's Board of Directors, for
any and all reasonable out-of-pocket expenses incurred by such
individuals in connection with both attendance at meetings of the
Board of Directors and other Board-related activities.
6.3 Indemnification. The Designated Observers shall be
entitled to indemnification to the fullest extent permissible
under applicable law and to the extent available, if at all, under
Company's Directors' and Officers' insurance policy.
6.4 Termination The rights set forth in this Section 6 shall
not be transferable and only shall be available for so long as
the Purchasers or any legal successor(s) in interest thereto
collectively own of record, in the aggregate, more than thirteen
percent (13%) of the Company Securities on a Fully Diluted Basis,
or if earlier, the date that all amounts due and payable under the
Notes have been paid in full. Notwithstanding the foregoing, the
Purchasers may jointly agree to rescind the observer status
granted to any one or more of the Designated Observers.
7. QUALIFYING PERCENTAGE. The rights of either Purchaser
to designate any Board nominees or representatives shall expire in
the event such Purchaser or any legal successor(s) in interest
thereto collectively own of record, in the aggregate, less than
thirteen percent (13%) of the Company Securities on a Fully
Diluted Basis, or if earlier, the date that all amounts due and
payable under the Notes have been paid in full. The obligation of
a Purchaser to vote shares provided hereunder shall terminate upon
the other Purchaser or any legal successor in interest thereto
collectively owning of record, in the aggregate, less than 13% of
the Company's Securities on a Fully Diluted Basis or, if earlier
the date all amounts due and payable under the Notes have been
paid in full. Notwithstanding the foregoing, once the Notes have
been paid in full, Shells Investment Partners, LLC shall, as long
as it owns at least thirteen percent (13%) of the Company
Securities on a Fully Diluted Basis, be entitled to designate one
nominee to the Board of Directors and the Shareholders and Banyon
Investment, LLC will vote any Shares that they or their affiliates
own at such time in favor of that person and will use their good
faith efforts to cause such person to be elected to the Company's
Board of Directors.
8. JURISDICTION, VENUE AND ARBITRATION
8.1 Consent to the Exclusive Jurisdiction of the Courts of
Florida
Except as otherwise provided in, and subject to the provisions of,
Section 12 of the Purchase Agreement:
(a) Each of the parties hereto hereby consents to the exclusive
jurisdiction of the state courts of Hillsborough County, Florida
and the United States District Court for the Middle District of
Florida, as well as to the jurisdiction of all courts to which an
appeal may be taken from any such court, for the purpose of any
suit, action or other proceeding arising out of, or in connection
with, this agreement or any of the transactions contemplated
hereby or thereby, including, without limitation, any proceeding
relating to ancillary measures in aid of arbitration, provisional
remedies and interim relief, or any proceeding to enforce any
arbitral decision or award.
(2) Each party hereby expressly waives any and all rights to
bring any suit, action or other proceeding in or before any court
or tribunal other than the courts of Hillsborough County, Florida
and the United States District Court for the Middle District of
Florida, as well as to the jurisdiction of all courts to which an
appeal may be taken from such courts, and covenants that it shall
not seek in any manner to resolve any dispute other than as set
forth in this Section 8 or to challenge or set aside any decision,
award or judgment obtained in accordance with the provisions
hereof.
(3) Each of the parties hereto hereby expressly waives any
and all objections it may have to venue, including, without
limitation, the inconvenience of such forum, in any of such
courts.
In addition, each of the parties consents to the service of
process by personal service or any manner in which notices may be
delivered hereunder in accordance with Section 9.5.
8.2 Waiver Of Jury Trial. Each of the parties hereto hereby
voluntarily and irrevocably waives trial by jury in any action or
other proceeding brought in connection with this Agreement or any
of the transactions contemplated hereby or thereby.
8.3 Equitable Remedies. The parties hereto agree that
irreparable harm will occur in the event that any of the
agreements, covenants and provisions of this Agreement are not
fully performed in accordance with their specific terms or
conditions or are otherwise breached, and that money damages are
an inadequate remedy for breach of the Agreement because of the
difficulty of ascertaining and quantifying the amount of damage
that will be suffered by a particular party upon such non-
performance or other breach. It is therefore agreed that each
party shall be entitled to injunctive relief to restrain, enjoin
and prevent each breach of this Agreement by any other party(ies)
and to enforce specifically its terms and provisions in any court
of the United States or of any state having jurisdiction
hereunder, such remedy being in addition to, and not in lieu of,
any other rights and remedies to which each party is otherwise
entitled to at law or in equity.
9. MISCELLANEOUS
9.1 Waivers and Amendments. The rights and obligations of
each party to this Agreement may not be waived (either generally
or in a particular instance, either retroactively or
prospectively, and either for a specified period of time or
indefinitely) or amended without the written consent of the
Purchasers, the Company and the Shareholders holding a majority of
the Shares owned by all Shareholders. Upon the effectuation of
each such waiver or amendment, the Company shall promptly give
notice thereof to the holders of the Shares who have not
previously consented thereto.
9.2 Governing Law. This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its
terms and by the laws of the State of Florida.
9.3 Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit
of, and be binding upon, the successors, assigns, devisees, heirs
and personal representatives of the parties hereto.
9.4 Entire Agreement. This Agreement constitutes the full
and entire understanding and agreement between the parties with
regard to the subjects hereof and thereof.
9.5 Notices. All demands, notices, requests, consents and other
communications required or permitted under this Agreement shall be
in writing and shall be personally delivered or sent by facsimile
machine (with a confirmation copy sent by one of the other methods
authorized in this Section), commercial courier or United States
Postal Service overnight delivery service, or, deposited with the
United States Postal Service and mailed by first class, registered
or certified mail, postage prepaid, as set forth below:
If to the Company:
Shells Seafood Restaurants, Inc.
00000 Xxxxx Xxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Telecopier Number: (000) 000-0000
Attention: Chief Executive Officer
with a copy to:
Xxxxxxx X. Xxxxxxxx, Esq.
Fulbright & Xxxxxxxx L.L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier Number: 000-000-0000
If to the Purchasers:
Shells Investment Partners, LLC
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Telecopier Number: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
and
Banyon Investment, LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Telecopier No.:(000) 000-0000
Attention: Xxxxxx Xxxxxxx
in each case, with a copy to:
Xxxx X. Xxxxxxxx, Esq.
Xxxx Xxxx Xxxxxxx Xxxxxx & Xxxx, P.A.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Telecopier Number: (000) 000-0000
and if to any Shareholder, addressed to him, her, it or them at
the addresses set forth on Schedule I, or as hereafter provided in
the manner contemplated by this Agreement.
Notices shall be deemed given upon the earlier to occur of (i)
actual receipt by the party to whom such notice is directed; (ii)
if sent by facsimile machine, on the day (other than a Saturday,
Sunday or legal holiday in the jurisdiction to which such notice
is directed) such notice is sent if sent (as evidenced by the
facsimile confirmed receipt) prior to 5:00 p.m. local time, and,
if sent after 5:00 p.m. local time, on the day (other than a
Saturday, Sunday or legal holiday in the jurisdiction to
which such notice is directed) after which such notice is sent;
(iii) on the first business day (other than a Saturday, Sunday or
legal holiday in the jurisdiction to which such notice is
directed) following the day the same is deposited with the
commercial carrier if sent by commercial overnight delivery
service; or (iv) the fifth day (other than a Saturday, Sunday or
legal holiday in the jurisdiction to which such notice is
directed) following deposit thereof with the United States Postal
Service as aforesaid. Each party, by notice duly given in
accordance therewith may specify a different address for the
giving of any notice hereunder.
9.6 Severability. If any term or other provision of this
Agreement is held to be invalid, illegal or incapable of being
enforced in any particular respect or under any particular
circumstance, such term or provision shall nevertheless remain in
full force and effect in all other respects and under all other
circumstances, and all other terms, conditions and provisions of
this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner, to the end
that the transactions contemplated hereby are fulfilled to the
fullest extent possible.
9.7 Headings, Gender, Number. The headings of this Agreement are
inserted for convenience and identification only, and are in no
way intended to describe, interpret, define or limit the scope,
extent or intent hereof. Words of gender used herein may be read
as masculine, feminine, or neuter, as required by context, and
words of number may be read as singular or plural, as similarly
required.
9.8 Counterparts. This Agreement may be executed in any number
of counterparts, by means of multiple signature pages each
containing less than all required signatures, and by means of
facsimile signatures, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
9.9 Legal Fees and Costs. If a legal action is initiated by any
party to this Agreement against another, arising out of or
relating to the alleged performance or non-performance of any
right or obligation established hereunder, or any dispute
concerning the same, any and all fees, costs and expenses
reasonably incurred by each successful party or his, her or its
legal counsel in investigating, preparing for, prosecuting,
defending against, or providing evidence, producing documents or
taking any other action in respect of, such action shall be the
obligation of and shall be paid or reimbursed by the unsuccessful
party(ies).
The foregoing Investors Rights Agreement is hereby executed as of
the date first above written.
Shells Seafood Restaurants, Inc.
By: /s/
Xxxxxx X. Xxxxxx, Executive Vice President
And Chief Financial Officer
Shells Investment Partners, LLC.
By: /s/
Xxxxxx X. Xxxxxxx, Managing Member
Banyon Investment, LLC.
By: /s/
Xxxxxx X. Xxxxxxx, Co-Managing Member
By: /s/
Xxxxxxxxx X. Xxxxx, Co-Managing Member
Shareholders
/s/
Xxxxxxxxx X. Xxxxx
/s/
Xxxxxx Xxxxxxx
/s/
Xxxxxxx X. Xxxxxxxx, solely with regard to his or his
affiliates agreement to vote the shares that he or his
affiliates own in accordance with the provisions of
Section 4 and 7 of this Agreement.
Shells Seafood Restaurants, Inc.
Investors Right Agreement
January 31, 2002
Schedule I - Shareholder List
Number of
Shareholder Shares Owned
Xxxxxxxxx X. Xxxxx
0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Telecopier No.:(000) 000-0000 1,194,326
Xxxxxx X. Xxxxxxx
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Telecopier No.:(000) 000-0000 30,000
Banyon Investments, LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx, 00000
Telecopier No.:(000) 000-0000
Attention: Xxxxxx X. Xxxxxxx *
Shells Investment Partners, LLC
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Telecopier Number: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx *
* No shares currently owned.
