FORM OF FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENTFinancial Advisory and Investment Banking Agreement • February 8th, 2008 • Passport Restaurants, Inc. • Retail-eating places • New York
This Agreement is made and entered into as of the _____ day of February, 2008 by and between Pacific Restaurant Holdings, Inc., a Delaware corporation (the “Company”), and Jessup & Lamont Securities Corporation, a New York corporation (the “Advisor”).
FORM OF UNDERWRITING AGREEMENT BETWEEN PACIFIC RESTAURANT HOLDINGS, INC. AND JESUP & LAMONT SECURITIES CORPORATION DATED: ____________, 2008Underwriting Agreement • February 8th, 2008 • Passport Restaurants, Inc. • Retail-eating places • New York
The undersigned, Pacific Restaurant Holdings, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Jesup & Lamont Securities Corporation (being referred to herein variously as “you,” “Jesup” or the “Representative”) and the other underwriters named on Schedule I hereto for which Jesup is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ContractPurchase Option Agreement • February 8th, 2008 • Passport Restaurants, Inc. • Retail-eating places • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE HOLDER OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
