EXHIBIT 4.4
VOID AFTER , 2003
REDEEMABLE WARRANT CERTIFICATE TO PURCHASE COMMON STOCK OF
NUMBER WARRANTS
TRW
TAM RESTAURANTS, INC.
CUSIP 874835 11 9
THIS IS TO CERTIFY THAT,
or registered assigns, is the owner of the number of warrants set forth above.
Each Warrant (subject to adjustments as hereinafter referred to) entitles the
owner hereof to purchase at any time commencing _____ __, 1999 (or such earlier
date as to which Paragon Capital Corporation shall consent) (the "Exercise
Date") until 5:00 p.m., Eastern Time on _____, 2003 one fully paid and
non-assessable share of common stock (the "Common Stock") of TAM Restaurants,
Inc., a Delaware corporation (the "Company") (such shares of Common Stock being
hereinafter referred to as the "Shares" or a "Share"), upon payment of the
warrant price (as hereinafter described), provided, however, that under certain
conditions set forth in the Warrant Agreement hereinafter mentioned, the number
of Shares purchasable upon the exercise of this Warrant may be increased or
reduced and the warrant price may be adjusted. Subject to adjustment as
aforesaid, the warrant price per Share (hereinafter called the "Warrant Price")
shall be $6.00 per Share if exercised on or before 5:00 p.m., Eastern Time on
_____, 2003. As provided in said Warrant Agreement, the Warrant Price is payable
upon the exercise of the Warrant, either in cash or by certified check or bank
draft to the order of the Company.
Under certain conditions set forth in the Warrant Agreement, this Warrant
may be called for redemption on or after the Exercise Date at a redemption price
of $0.10 per Warrant upon 30 days' written notice.
Upon the exercise of this Warrant, the form of election to purchase on the
reverse hereof must be properly completed and executed. In the event that this
Warrant is exercised in respect to less than all of such Shares, a new Warrant
for the remaining number of Shares will be issued on such surrender.
This Warrant is issued under and the rights represented hereby are subject
to the terms and provisions contained in a Warrant Agreement dated as of
__________, 1998, by and among the Company, Continental Stock Transfer & Trust
Company, as Warrant Agent (the "Warrant Agent") and Paragon Capital Corporation,
all the terms and provisions of which the registered holder of this Warrant, by
acceptance hereof, assents. Reference is hereby made to said Warrant Agreement
for a more complete statement of the rights and limitations of rights of the
registered holders hereof, the rights and duties of the Warrant Agent and the
rights and obligations of the Company thereunder. Copies of said Warrant
Agreement are on file at the office of the Warrant Agent.
The Company shall not be required upon the exercise of this Warrant to
issue fractions of Shares, but shall make adjustment therefor in cash on the
basis of the current market value of any fractional interest as provided in the
Warrant Agreement.
This Warrant is transferable at the office of the Warrant Agent (or of its
successor as Warrant Agent) by the registered holder hereof in person or by
attorney duly authorized in writing, but only in the manner and subject to the
limitations provided in the Warrant Agreement and upon surrender of this Warrant
and the payment of any transfer taxes. Upon any such transfer, a new Warrant, or
new Warrants of different denominations, of this tenor and representing in the
aggregate the right to purchase a like number of Shares will be issued to the
transferee in exchange for this Warrant.
This Warrant, when surrendered at the office of the Warrant Agent (or its
successor as Warrant Agent) by the registered holder hereof in person or by
attorney duly authorized in writing, may be exchanged in the manner and subject
to the limitations provided in the Warrant Agreement, for another Warrant, or
other Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Shares equal to the number of
such Warrants.
If this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Company's Common Stock or other
securities purchasable upon the exercise of the Warrants are closed for any
purpose, the Company shall not be required to make delivery of certificates for
the securities purchasable upon such exercise until the date of the reopening of
said transfer books.
The holder of this Warrant shall not be entitled to any of the rights of a
shareholder of the Company prior to the exercise hereof.
This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.
WITNESS the facsimile seal of the Company and the facsimile signature of
its duly authorized officers.
Dated:
TAM RESTAURANTS, INC.
CORPORATE
SEAL
1996
DELAWARE
PRESIDENT SECRETARY
COUNTERSIGNED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(JERSEY CITY, N.J.)
AS WARRANT AGENT
BY:
AUTHORIZED OFFICER
TAM RESTAURANTS, INC.
ELECTION TO PURCHASE
To be executed by the Registered Holder in order to
exercise the Warrant.
The undersigned hereby irrevocably elects to exercise the right to purchase
represented by the within Warrant(s) for and to purchase thereunder,
_______________________________ shares of Common Stock provided for therein and
tenders herewith payment of the purchase price in full to the order of the
Corporation and requests that certificates for such shares be issued in the name
of and delivered to:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________
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________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
If such number of shares shall not be all the shares purchasable thereunder, a
new Warrant Certificate for the balance remaining of the shares purchasable
under the within Warrant shall be registered in the name of and delivered to:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________
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|_______________________________________|
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
The undersigned represents that the exercise of the within Warrant was solicited
by a member of the National Association of Securities Dealers, Inc. If not
solicited by an NASD member, please write "unsolicited" in the space below.
Unless otherwise indicated by listing the name of another NASD member firm, it
will be assumed that the exercise was solicited by Paragon Capital Corporation.
Dated: ____________________________
___________________________________ ________________________________________
Signature Print Name
(Signature must conform in all respects to name of holder as specified on the
face of this Warrant Certificate)
Signature Guaranteed:*
ASSIGNMENT
To be executed by the Registered Holder in order
to transfer the Warrant
FOR VALUE RECEIVED, __________________________________________ hereby
sells, assigns and transfers unto ______________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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Name: _________________________________________________________________________
(Please typewrite or print in block letters)
Address: ______________________________________________________________________
(________) Warrants represented by this Warrant Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint _______________________________________________________________________
____________________________________, ttorney to transfer said Warrant on the
books of the within named Company, with ull power of substitution in the
premises.
Dated: _______________________________ X _____________________________________
______________________________________ Signature Guaranteed*
Print name
______________________________________ ______________________________________
Print address Notice: The signature to the
foregoing assignment must correspond
to the name as written upon the face
of this Warrant Certificate in every
particular, without alteration or
enlargement, or any change whatsoever
and must be guaranteed by an Eligible
Institution (as defined in Rule
17Ad-15 under the Securities Exchange
Act of 1934) which may include a
commercial bank or trust company,
savings association, credit union or
a member firm of the American Stock
Exchange, New York Stock Exchange,
Pacific Stock Exchange or Midwest
Stock Exchange.
*In case of assignment, or if the Common Stock issued upon exercise is to be
registered in the name of a person other than the holder, the holder's signature
must be guaranteed by a commercial bank, trust company or an NASD member firm.