ContractWarrant Agreement • May 27th, 2005 • Shells Seafood Restaurants Inc • Retail-eating places • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 27th, 2005 • Shells Seafood Restaurants Inc • Retail-eating places • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), is made and entered into as of __________ ___, 2005, by and among Shells Seafood Restaurants, Inc. a Delaware corporation (the “Company”), and the undersigned prospective investor (the “Investor”) who is subscribing for units (the “Units”), each Unit consisting of one share of the Company’s Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), which is initially convertible into 20 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and a warrant to purchase ten shares of Common Stock at an exercise price of $1.30 per full share (the “Warrants”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 27th, 2005 • Shells Seafood Restaurants Inc • Retail-eating places
This Amendment No. 1 (“Amendment No. 1”) to that certain Loan and Security Agreement dated as of March 23, 2005 (the “Agreement”) is made as of May 23, 2005, by and among Shells Seafood Restaurants, Inc., a Delaware corporation (the “Company”), and the Lenders (as defined in the Agreement) parties thereto. Capitalized terms not herein defined shall have the meaning given to them in the Agreement.
