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EXHIBIT 10.2
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "SECURITIES
ACT"). THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
REGISTRATION UNDER THE SECURITIES ACT OR SUCH OFFER, SALE OR TRANSFER IS
EXEMPT FROM SUCH REGISTRATION.
COMMON STOCK PURCHASE WARRANT CERTIFICATE
Dated: August 26, 1996
Warrants
to Purchase 65,000 Shares
of Common Stock, No Par Value Per Share
JERRY'S FAMOUS DELI, INC., a California corporation (the "Company"),
hereby certifies that Yucaipa Waterton Deli Investors, L.L.C., its permissible
transferees, designees, successors and assigns (collectively, the "Holder"),
for value received, is entitled to purchase from the Company at any time
commencing on August 22, 1996, and expiring on the third anniversary of such
date, up to Sixty Five Thousand (65,000) shares (the "Shares") of the Company's
common stock, par value $0.10 per share (the "Common Stock"), at $1.00 per
share (the "Exercise Price").
1. Exercise of Warrants. Upon presentation and surrender of this
Common Stock Purchase Warrant Certificate ("Warrant Certificate" or "this
Certificate"), with the attached Purchase Form duly executed, at the principal
office of the Company at 12711 Ventura Boulevard, Suite 400, Studio City, CA
91604, together with a check payable to the Company in the amount of the
Exercise Price multiplied by the number of Shares being purchased, the Company,
or the Company's Transfer Agent as the case may be, shall deliver to the holder
hereof, certificates of Common Stock which in the aggregate represent the
number of Shares being purchased. All or less than all of the Warrants
represented by this Certificate may be exercised and, in case of the exercise
of less than all, the Company, upon surrender hereof, will deliver to the
holder a new Warrant Certificate or Certificates of like tenor and dated the
date hereof entitling said holder to purchase the number of Shares represented
by this Certificate which have not been exercised and to receive Registration
Rights with respect to such Shares.
2. Exchange and Transfer. This Certificate at any time prior to the
exercise hereof, upon presentation and surrender to the Company, may be
exchanged, alone or with other Certificates of like tenor registered in the
name of the same holder, for another Certificate or Certificates of like tenor
in the name of such holder exercisable for the aggregate number of Shares as
the Certificate or Certificates surrendered.
3. Rights and Obligations of Holders of this Certificate. (a) The
Holder of this Certificate shall not, by virtue hereof, be entitled to any
rights of a stockholder in the Company, either at law or in equity; provided,
however, that in the event any certificate
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Common Stock Purchase Warrant Certificate
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representing shares of Common Stock or other securities is issued to the holder
hereof upon exercise of some or all of the Warrants, such holder shall, for all
purposes, be deemed to have become the holder of record of such Common Stock on
the date on which this Certificate, together with a duly executed Purchase
Form, was surrendered and payment of the aggregate Exercise Price was made,
irrespective of the date of delivery of such share certificate.
(b) In case the Company shall (i) pay a dividend in Common Stock or
make a distribution in Common Stock, (ii) subdivide its outstanding Common
Stock into a greater number of shares, or (iii) combine its outstanding Common
Stock into a smaller number of shares (including a recapitalization in
connection with a consolidation or merger in which the Company is the
continuing corporation), then (x) the Exercise Price on the record date of such
division or the effective date of such action shall be adjusted by multiplying
such Exercise Price by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately before such event and the
denominator of which is the number of shares of Common Stock outstanding
immediately after such event and (y) the number of shares of Common Stock for
which this Warrant Certificate may be exercised immediately before such event
shall be adjusted by multiplying such number by a fraction, the numerator of
which is the Exercise Price immediately before such event and the denominator
of which is the Exercise Price immediately after such event.
(c) In case of any consolidation or merger of the Company with or
into another corporation (other than any consolidation or merger in which the
Company is the continuing corporation and which does not result in any
reclassification of the outstanding shares of Common Stock or the conversion of
such outstanding shares of Common Stock into shares or other stock or other
securities or property), or the sale or transfer of the property of the Company
as an entirety or substantially as an entirety, there shall be deliverable upon
exercise of the Warrant Certificate (in lieu of the number of shares of Common
Stock theretofore deliverable) the number of shares of stock or other
securities or property to which a holder of the number of shares of Common
Stock which would otherwise have been deliverable upon the exercise of this
Warrant Certificate would have been entitled upon such action if this Warrant
Certificate had been exercised immediately prior to such action.
4. Common Stock. (a) The Company covenants and agrees that all
shares of Common Stock issuable upon exercise of this Warrant Certificate will,
upon delivery, be duly and validly authorized and issued, fully-paid and
non-assessable.
(b) The Company covenants and agrees that it will at all times
reserve and keep available an authorized number of shares of its Common Stock
and other applicable securities sufficient to permit the exercise in full of
all outstanding options, warrants and rights, including the Warrants.
5. Registration Rights. In the event the Company files a
Registration Statement with the Securities and Exchange Commission for
registration of any shares of the Company's Common Stock, the Company agrees to
include the number of shares of
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Common Stock Purchase Warrant Certificate
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Common Stock represented by this Warrant Certificate in any such Registration
Statement.
6. Issuance of Certificates. As soon as possible after full or
partial exercise of this Warrant, but in any event not more than three (3)
business days, the Company, at its expense, will cause to be issued in the name
of and delivered to the holder of this Warrant, a certificate or certificates
for the number of fully paid and non-assessable shares of Common Stock to which
that holder shall be entitled on such exercise. No fractional shares will be
issued on exercise of this Warrant. If on any exercise of this Warrant a
fraction of a share results, the Company will pay the cash value of that
fractional share, calculated on the basis of the Exercise Price. Prior to
registration of the shares of Common Stock underlying this Warrant Certificate,
as provided in Section 5 hereof, all such certificates shall bear a restrictive
legend to the effect that the Shares represented by such certificate have not
been registered under the Securities Act of 1933, as amended, and the Shares
may not be sold or transferred in the absence of such registration or an
exemption therefrom, such legend to be substantially in the form of the bold
face language appearing on Page 1 of this Warrant Certificate.
7. Disposition of Warrants or Shares. The holder of this Warrant
Certificate, each transferee hereof and any holder and transferee of any
Shares, by his or its acceptance thereof, agrees that no public distribution of
Warrants or Shares will be made in violation of the provisions of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (collectively, the "Act"). Furthermore, it shall be a condition to
the transfer of the Warrants that any transferee thereof deliver to the Company
his or its written agreement to accept and be bound by all of the terms and
conditions contained in this Warrant Certificate.
8. Notices. Except as otherwise specified herein to the contrary,
all notices, requests, demands and other communications required or desired to
be given hereunder shall only be effective if given in writing by certified or
registered mail, return receipt requested, postage prepaid, or by U. S. express
mail service or private overnight mail service (e.g. Federal Express). Any
such notice shall be deemed to have been given (a) on the business day
immediately subsequent to mailing, if sent by U. S. express mail service or
private overnight mail service, or (b) three (3) business days following the
mailing thereof, if mailed by certified or registered mail, postage prepaid,
return receipt requested, and all such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have advised
the other in the manner provided in this Section 8):
If to the Company:
Mr. Isaac Starkman
Jerry's Famous Deli, Inc.
12711 Ventura Boulevard
Suite 400
Studio City, CA 91604
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Common Stock Purchase Warrant Certificate
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If to the Holder:
Kenneth J. Abdalla
Waterton Management LLC
10000 Santa Monica Blvd, 5th Flr.
(Century Park E./Prime Sports Bldg)
Los Angeles, CA 90067
9. Governing Law. This Warrant Certificate and all rights and
obligations hereunder shall be deemed to be made under and governed by the laws
of the State of California without giving effect to the conflicts of laws
provisions. The Holder hereby irrevocably consents to the venue and
jurisdiction of the State and Federal Courts located in the State of
California, County of Los Angeles.
10. Successors and Assigns. This Warrant Certificate shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
11. Headings. The headings of various sections of this Warrant
Certificate have been inserted for reference only and shall not be a part of
this Certificate.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or by facsimile, by one of its officers thereunto
duly authorized.
Jerry's Famous Deli, Inc.
Date: August 30, 1996 By:/s/ ISAAC STARKMAN
---------------------------------
Isaac Starkman,
Chairman and CEO
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ELECTION TO PURCHASE
To Be Executed by the Holder
in Order to Exercise the Common Stock
Purchase Warrant Certificate
The undersigned Holder hereby irrevocably elects to exercise _______
of the Warrants represented by this Common Stock Warrant Certificate, and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants
and requests that certificates for securities be issued in the name of:
_________________________________________________
(Please type or print name and address)
_________________________________________________
_________________________________________________
_________________________________________________
(Social Security or tax identification number)
and delivered to _____________________________________________________________
______________________________________________________________________________
(Please type or print name and address
and, if such number of Warrants shall not be all the Warrants evidenced by this
Common Stock Warrant Certificate, that a new Common Stock Warrant Certificate
for the balance of such Warrants be registered in the name of, and delivered
to, the Holder at the address stated below.
In full payment of the purchase price with respect to the Warrants exercised
and trans-fer taxes, if any, the undersigned hereby tenders payment of
$__________ by check or money order payable in United States currency to the
order of Jerry's Famous Deli, Inc.
[HOLDER]
Dated:___________________ By:_________________________________
Name:
Title:
____________________________________
(Address)
____________________________________
____________________________________
(Social Security or tax
identification number)