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EXHIBIT 4.7
NEITHER THIS WARRANT, NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH
REGARD THERETO OR (ii) IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED SALE OR TRANSFER.
COMMON STOCK
PURCHASE WARRANT
For the Purchase of Shares
of
Common Stock of DenAmerica Corp.
(Par Value $0.10 Per Share)
(Incorporated under the Laws of the State of Georgia)
VOID AFTER 5:00 P.M. PST ON April 1, 2002
Date of Original Issuance: July __, 1996
This is to certify that, for value received, BEP HOLDINGS, INC. or
assigns (the "Warrantholder"), is entitled, subject to the terms and conditions
hereinafter set forth, at any time after October 1, 1997 and on or before 5:00
P.M., Pacific Standard Time, on March 31, 2002, but not thereafter, to purchase
the Applicable Number (as defined below) of shares of common stock, par value
$0.10 per share (the "Common Stock"), of DENAMERICA CORP. (the "Company") for
the Warrant Price (as defined below), and to receive a certificate or
certificates for the shares of Common Stock so purchased. As used in this
Warrant, "Applicable Number" means the number obtained by dividing (A) the
product of (i) the total amount of principal and interest outstanding under the
Note (as defined below) on April 1, 1997 times (ii) one-half of one percent
(0.5% or .005) times (iii) the number of issued and outstanding shares of Common
Stock on March 31, 1997 on a fully diluted basis (giving effect to the exercise
of all outstanding options, warrants and other commitments to sell Common Stock
(excluding this Warrant and employee stock options) and the conversion of all
securities convertible into Common Stock by (B) one million dollars
($1,000,000). As used in this Warrant, "Note" shall mean the Senior Subordinated
Promissory Note in the original principal amount of fifteen million dollars
($15,000,000) originally issued by the Company to BEP Holdings, Inc. In the
event that the outstanding principal of the Note and all accrued and unpaid
interest thereon is repaid in full on or prior to March 31, 1997, this Warrant
shall be null and void and of no further force and effect.
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1. REDEMPTION OF WARRANTS.
In the event that all or a portion of the principal amount of the Note
(plus all accrued but unpaid interest thereon) is repaid on or after April 1,
1997 but on or prior to September 30, 1997, then the Company may elect to redeem
all or a portion of this Warrant from the Warrantholder on the following basis:
(a) The Company may elect to repurchase the percentage of this
Warrant which is equal to the percentage of the principal amount of the Note
outstanding on April 1, 1997 which was repaid on or prior to September 30, 1997.
(b) The redemption price to be paid by the Company (the
"Redemption Price") shall equal the product of (i) the percentage of this
Warrant to be redeemed times (ii) the Applicable Number times (iii) $0.25. The
Redemption Price shall be payable in cash.
(c) The Company must exercise its redemption right by
delivering written notice to such effect to the Warrantholder on or prior to
October 1, 1997. The Company's right to exercise its redemption right shall
expire if it is not so exercised on or prior to October 1, 1997. Notice of
redemption of this Warrant shall be given to the Warrantholder pursuant to
Section 8 of this Warrant not less than 10 days prior to the date established by
the Company for redemption (the "Redemption Date"). From and after the
Redemption Date, all rights of the Warrantholder under the redeemed portion of
this Warrant (except for the right to receive the Redemption Price) shall
terminate, but only if on or before the Redemption Date the Company has set
aside funds sufficient to pay the Redemption Price. The Warrantholder shall be
entitled to payment of the Redemption Price upon surrender of this Warrant to
the Company at its principal office or other place designated in the redemption
notice during the 60-day period beginning on the Redemption Date.
(d) Upon the closing of any such redemption, the number of
shares obtainable upon exercise of this Warrant shall be reduced by the
percentage of this Warrant which was redeemed.
2. TERMS AND EXERCISE OF WARRANTS.
(a) Exercise Period. Subject to the terms of this Warrant, the
Warrantholder shall have the right, at any time during the period (the "Exercise
Period") commencing on October 1, 1997 and ending at 5:00 P.M., Pacific Standard
Time, on March 31, 2002 (the "Termination Date"), or if such date is a day on
which banking institutions are authorized by law to close, then on the next
succeeding day which shall not be such a day, to purchase from the Company up to
the number of fully paid and nonassessable shares of Common Stock which the
Warrantholder may at the time be entitled to purchase pursuant to this Warrant
Certificate. Such shares of Common Stock and any other securities that the
Company may be required by the operation of Section 4 to issue upon the exercise
hereof are referred to hereinafter as the "Warrant Shares."
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(b) Method of Exercise. This Warrant shall be exercised by
surrender of this Warrant to the Company, at its principal office in Scottsdale,
Arizona, or at such other address as the Company may designate by notice in
writing to the Warrantholder at the address of the Warrantholder appearing on
the books of the Company or such other address as the Warrantholder may
designate in writing, together with the form of Election to Purchase, included
as Exhibit "A" hereto, duly completed and signed, and upon payment to the
Company of the Warrant Price multiplied by the number of Warrant Shares being
purchased upon such exercise (the "Aggregate Warrant Price"). Payment of the
Aggregate Warrant Price shall be made either by (1) cash, certified check or
cashier's check payable to the Company in an amount equal to the Aggregate
Warrant Price, (2) the surrender to the Company of debt or equity securities of
the Company having a Market Price (as defined below) equal to the Aggregate
Warrant Price or (3) a written notice to the Company that the Warrantholder is
exercising the Warrant (or a portion thereof) by authorizing the Company to
withhold from issuance a number Warrant Shares issuable upon such exercise of
the Warrant which when multiplied by the Market Price of the Common Stock is
equal to the Aggregate Warrant Price (and such withheld Warrant Shares shall no
longer be issuable under this Warrant). For purposes of this paragraph, (x) if,
at the time of exercise of this Warrant, the Common Stock is listed on a
national securities exchange or quoted on the Nasdaq National Market, the
"Market Price" of the Common Stock shall be valued for purposes of exercise as
the average of the high and low sales prices reported by such exchange or the
Nasdaq National Market on the day prior to the exercise date, or, if such day is
not a business day, then on the immediately preceding day when the Common Stock
was traded; (y) if, at the time of exercise of this Warrant, the Common Stock is
not listed or quoted as set forth in clause (x) above, the "Market Price" of the
Common Stock shall be the fair market value for such Common Stock on the date of
exercise, as determined by the Board of Directors of the Company in its good
faith judgment; and (z) the "Market Price" of any note or other debt security or
any preferred stock shall be deemed to be equal to the aggregate outstanding
principal amount or liquidation value thereof plus all accrued and unpaid
interest thereon or accrued or declared and unpaid dividends thereon.
(c) Partial Exercise. This Warrant shall be exercisable, at
the election of the Warrantholder, either in full or from time to time in part,
during the Exercise Period.
(d) Share Issuance Upon Exercise. Upon such surrender of this
Warrant certificate and payment of such Warrant Price as aforesaid, the Company
shall issue and cause to be delivered with all reasonable dispatch to the
Warrantholder in such name or names as the Warrantholder may designate in
writing, a certificate or certificates for the number of full Warrant Shares so
purchased upon the exercise of the Warrant, together with cash, as provided in
Section 5 hereof, with respect to any fractional Warrant Shares otherwise
issuable upon such surrender and, if applicable, the Company shall issue and
deliver a new Warrant to the Warrantholder for the number of shares not so
exercised. Such certificate or certificates shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have become
a holder of such Warrant Shares as of the close of business on the
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date of the surrender of the Warrant and payment of the Warrant Price, as
aforesaid, notwithstanding that the certificates representing such Warrant
Shares shall not actually have been delivered or that the stock transfer books
of the Company shall then be closed.
3. WARRANT PRICE.
The price per share at which Warrant Shares shall be purchasable on the
exercise of this Warrant shall be 80% of the lesser of (i) the Market Price (as
defined in Section 2(b)) of the Common Stock on the Date of Original Issuance or
(ii) the Market Price of the Common Stock on the date which is five (5) business
days following publication by the Company of the Company's earnings release for
the period ending March 31, 1997 (or, if no earnings release is made, the public
availability of the Company's financial results for such period), subject to
adjustment pursuant to Section 4 hereof (originally and as adjusted, the
"Warrant Price").
4. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.
The Company agrees to reserve and shall keep reserved for issuance the
number of shares of Common Stock issuable upon exercise of this Warrant. The
number and kind of securities purchasable upon the exercise of this Warrant and
the Warrant Price shall be subject to adjustment from time to time upon the
happening of certain events, as follows:
(a) If and whenever on or after the determination of the
Warrant Price under Section 3 above, the Company issues or sells, or in
accordance with paragraph 4(b) is deemed to have issued or sold, any shares of
Common Stock for a consideration per share less than the Warrant Price in effect
immediately prior to such time, then immediately upon such issue or sale the
Warrant Price shall be reduced to the Warrant Price determined by dividing (1)
the sum of (x) the product derived by multiplying the Warrant Price in effect
immediately prior to such issue or sale times the number of shares of Common
Stock Deemed Outstanding (as defined below) immediately prior to such issue or
sale, plus (y) the consideration, if any, received by the Company upon such
issue or sale, by (2) the number of shares of Common Stock Deemed Outstanding
immediately after such issue or sale. Upon each such adjustment of the Warrant
Price hereunder, the number of Warrant Shares acquirable upon exercise of this
Warrant shall be adjusted to the number of shares determined by multiplying the
Warrant Price in effect immediately prior to such adjustment by the number of
Warrant Shares acquirable upon exercise of this Warrant immediately prior to
such adjustment and dividing the product thereof by the Warrant Price resulting
from such adjustment. "Common Stock Deemed Outstanding" means, at any given
time, the number of shares of Common Stock actually outstanding at such time,
plus the number of shares of Common Stock deemed to be outstanding pursuant to
paragraphs 4(b)(i) and 4(b)(ii) hereof regardless of whether the Options (as
defined below) or Convertible Securities (as defined below) are actually
exercisable at such time. Notwithstanding the foregoing, there shall be no
adjustment to the Warrant Price or the number of Warrant Shares obtainable upon
exercise of this Warrant with respect to issuance of
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shares of Common Stock (or the grant of options to purchase shares of Common
Stock) (A) to employees, directors or officers of the Company and its
Subsidiaries pursuant to arrangements approved by the Company's Board of
Directors or (B) to third parties not affiliated with the Company in full or
partial payment of the purchase price for assets useful in the restaurant
business or the stock of another company primarily engaged in the restaurant
business.
(b) For purposes of determining the adjusted Warrant Price
under paragraph 4(a), the following shall be applicable:
(i) If the Company in any manner grants any rights or
options to subscribe for or to purchase Common Stock or any stock,
units or other securities convertible into or exchangeable for Common
Stock (such rights or options being herein called "Options" and such
convertible or exchangeable stock, units or securities being herein
called "Convertible Securities") and the price per share for which
Common Stock is issuable upon the exercise of such Options or upon
conversion or exchange of such Convertible Securities is less than the
Warrant Price in effect immediately prior to the time of the granting
of such Options, then the number of shares of Common Stock issuable
upon the exercise of such Options or upon conversion or exchange of the
amount of such Convertible Securities issuable upon the exercise of
such Options shall be deemed to be outstanding and to have been issued
and sold by the Company for such price per share. For purposes of this
paragraph, the "price per share for which Common Stock is issuable upon
exercise of such Options or upon conversion or exchange of such
Convertible Securities" is determined by dividing (A) the total amount,
if any, received or receivable by the Company as consideration for the
granting or sale of such Options, plus the amount of additional
consideration payable to the Company upon the exercise of all such
Options, plus in the case of such Options which relate to Convertible
Securities, the amount of additional consideration, if any, payable to
the Company upon the issuance or sale of such Convertible Securities
and the conversion or exchange thereof, by (B) the number of shares of
Common Stock issuable upon exercise of such Options or upon the
conversion or exchange of all such Convertible Securities issuable upon
the exercise of such Options. No further adjustment of the Warrant
Price shall be made upon the actual issuance of such Common Stock or of
such Convertible Securities upon the exercise of such Options or upon
the actual issuance of such Common Stock upon conversion or exchange of
such Convertible Securities.
(ii) If the Company in any manner issues or sells any
Convertible Securities and the price per share for which Common Stock
is issuable upon conversion or exchange thereof is less than the
Warrant Price in effect immediately prior to the time of such issue or
sale, then the number of shares of Common Stock issuable upon
conversion or exchange of such Convertible Securities shall be deemed
to be outstanding and to have been issued and sold by the Company for
such price per share. For the purposes of this paragraph, the "price
per share for which Common Stock is issuable upon
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conversion or exchange thereof" is determined by dividing (A) the total
amount received or receivable by the Company as consideration for the
issue or sale of such Convertible Securities, plus the aggregate amount
of additional consideration, if any, payable to the Company upon the
conversion or exchange thereof, by (B) the number of shares of Common
Stock issuable upon the conversion or exchange of all such Convertible
Securities. No further adjustment of the Warrant Price shall be made
upon the actual issue of such Common Stock upon conversion or exchange
of such Convertible Securities, and if any such issue or sale of such
Convertible Securities is made upon exercise of any Options for which
adjustments of the Warrant Price had been or are to be made pursuant to
other provisions of this paragraph 4(b), no further adjustment of the
Warrant Price shall be made by reason of such issue or sale.
(iii) If the purchase price provided for in any
Options, the additional consideration, if any, payable upon the issue,
conversion or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exchangeable
for Common Stock change at any time, the Warrant Price in effect at the
time of such change shall be readjusted to the Warrant Price which
would have been in effect at such time had such Options or Convertible
Securities still outstanding provided for such changed purchase price,
additional consideration or changed conversion rate, as the case may
be, at the time initially granted, issued or sold and the number of
Warrant Shares issuable hereunder shall be correspondingly readjusted.
For purposes of this paragraph 4(b), if the terms of any Option or
Convertible Security which was outstanding as of the date of issuance
of this Warrant are changed in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the
Common Stock deemed issuable upon exercise, conversion or exchange
thereof shall be deemed to have been issued as of the date of such
change.
(iv) Upon the expiration of any Option or the
termination of any right to convert or exchange any Convertible
Securities without the exercise of such Option or right, the Warrant
Price then in effect and the number of Warrant Shares acquirable
hereunder shall be adjusted immediately to the Warrant Price and the
number of shares which would have been in effect at the time of such
expiration or termination had such Option or Convertible Securities, to
the extent outstanding immediately prior to such expiration or
termination, never been issued. For purposes of this paragraph 4(b),
the expiration or termination of any Option or Convertible Security
which was outstanding as of the date of issuance of this Warrant shall
not cause the Warrant Price hereunder to be adjusted unless, and only
to the extent that, a change in the terms of such Option or Convertible
Security caused it to be deemed to have been issued after the date of
issuance of this Warrant.
(v) If any Common Stock, Options or Convertible
Securities are issued or sold or deemed to have been issued or sold for
cash, the consideration received therefor shall be deemed to be the
gross amount received by the
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Company therefor. In case any Common Stock, Options or Convertible
Securities are issued or sold for a consideration other than cash, the
amount of the consideration other than cash received by the Company
shall be the fair value of such consideration, except where such
consideration consists of securities, in which case the amount of
consideration received by the Company shall be the Market Price thereof
as of the date of receipt. In case any Common Stock, Options or
Convertible Securities are issued to the owners of the nonsurviving
entity in connection with any merger in which the Company is the
surviving entity the amount of consideration therefor shall be deemed
to be the fair value of such portion of the net assets and business of
the non-surviving entity as is attributable to such Common Stock,
Options or Convertible Securities, as the case may be. The fair value
of any consideration other than cash or securities shall be reasonably
determined by the Company's Board of Directors in good faith.
(vi) In case any Option is issued in connection with
the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific
consideration is allocated to such Options by the parties thereto, the
Options shall be deemed to have been issued for a consideration to be
reasonably determined by the Company's Board of Directors in good
faith.
(vii) The number of shares of Common Stock
outstanding at any given time does not include shares owned or held by
or for the account of the Company or any Subsidiary, and the
disposition of any shares so owned or held shall be considered an issue
or sale of Common Stock.
(c) In case the Company shall (1) pay a dividend, or make a
distribution, in shares of its Common Stock, (2) subdivide its outstanding
Common Stock into a greater number of shares, (3) combine its outstanding Common
Stock into a smaller number of shares, or (4) issue by reclassification of its
Common Stock any shares of capital stock of the Company (other than a change in
par value, or from par value to no par value, or from no par value to par
value), the Warrant Price and the number of shares of Common Stock or other
securities issuable upon exercise of this Warrant in effect immediately prior
thereto shall be adjusted so that the Warrantholder, by operation of Section
4(f) hereof, shall be entitled to receive the number of shares which he would
have owned or have been entitled to receive immediately following the happening
of any of the events described above, had this Warrant been exercised
immediately prior to the record or effective date thereof.
An adjustment made pursuant to subparts 4(c)(1)-(4) above shall become
effective immediately after the record date in the case of a dividend or
distribution (provided, however, that such adjustments shall be reversed if such
dividends or distributions are not actually paid) and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. If, as a result of an adjustment made pursuant to this
paragraph, the Warrantholder shall become entitled to receive shares of two or
more classes of capital stock of the
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Company, the Board of Directors (whose determination shall be conclusive and
shall be evidenced by a resolution) shall determine the allocation of the
adjusted Warrant Price between or among the shares of such classes of capital
stock.
Whenever the Warrant Price is adjusted as provided in this Section
4(c), the number of shares of Common Stock or other securities issuable upon
exercise of this Warrant shall be adjusted simultaneously, by multiplying the
number of shares previously issuable by a fraction, of which the numerator shall
be the Warrant Price in effect immediately prior to such adjustment, and of
which the denominator shall be the Warrant Price as so adjusted.
(d) In case of any reclassification of the outstanding Common
Stock (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision, combination or
stock dividend), or in case of any consolidation of the Company with, or merger
of the Company into, another corporation wherein the Company is not the
surviving entity, or in case of any sale of all, or substantially all, of the
property, assets, business and goodwill of the Company, the Company, or such
successor or purchasing corporation, as the case may be, shall provide, by a
written instrument delivered to the Warrantholder, that the Warrantholder shall
thereafter be entitled, upon exercise of this Warrant, to the kind and amount of
shares of stock or other equity securities, or other property or assets which
would have been receivable by such Warrantholder upon such reclassification,
consolidation, merger or sale, if this Warrant had been exercised immediately
prior thereto. Such corporation, which thereafter shall be deemed to be the
"Company" for purposes of this Warrant, shall provide in such written instrument
for adjustments to the Warrant Price which shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Section 4.
(e) No adjustment in the number of securities purchasable
hereunder shall be required unless such adjustment would require an increase or
decrease of at least one percent (1%) in the number of securities (calculated to
the nearest full share or unit thereof) then purchasable upon the exercise of
this Warrant.
(f) For the purpose of this Section 4, the term "Common Stock"
shall mean (i) the class (or classes) of stock designated as Common Stock of the
Company at March 31, 1997, or (ii) any other class of stock resulting from
successive changes or reclassifications of such Common Stock consisting solely
of changes in par value, or from par value to no par value, or from no par value
to par value. In the event that at any time, as a result of an adjustment made
pursuant to this Section 4, the Warrantholder shall become entitled to purchase
any shares of the Company's capital stock other than Common Stock, thereafter
the number of such other shares so purchasable upon the exercise of this Warrant
and the Warrant Price of such shares shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the shares contained in this Section 4.
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(g) Whenever the number of shares of Common Stock and/or other
securities purchasable upon the exercise of this Warrant or the Warrant Price is
adjusted as herein provided, the Company shall give the Warrantholder notice of
such adjustment and a certificate of the Company's chief financial officer
setting forth the number of shares of Common Stock and/or other securities
purchasable upon the exercise of this Warrant, the Warrant Price after such
adjustment, a brief statement of the facts requiring such adjustment and the
computation by which such adjustment was made.
(h) Irrespective of any adjustments in the Warrant Price or
the number or kind of securities purchasable upon the exercise of this Warrant,
the Warrant certificate or certificates theretofore or thereafter issued may
continue to express the same price or number or kind of securities stated in
this Warrant initially issuable hereunder.
5. FRACTIONAL INTEREST.
The Company shall not be required to issue fractional shares upon
exercise of this Warrant but shall pay an amount in cash equal to the Market
Price of the Company's Common Stock on the date of the surrender of the Warrant
pursuant to Section 2(b) hereof, or if there is no public market, cash equal to
the then fair market value of the shares as reasonably determined by the
Company, multiplied by such fraction.
6. TRANSFER AND EXCHANGE.
(a) Subject to the transfer conditions referred to in the
legend endorsed hereon, this Warrant and all rights hereunder are transferable,
in whole or in part, without charge to the Warrantholder, upon surrender of this
Warrant with a properly executed Assignment (in the form of Exhibit "B" hereto)
at the principal office of the Company in Scottsdale, Arizona.
(b) This Warrant is exchangeable, upon the surrender hereof by
the Warrantholder at the principal office of the Company in Scottsdale, Arizona,
for a new Warrant of like tenor representing in the aggregate the purchase
rights hereunder, and each of such new Warrants shall represent such portion of
such rights as is designated by the Warrantholder at the time of such surrender.
The date the Company initially issues this Warrant shall be deemed to be the
"date of issuance" hereof regardless of the number of times new certificates
representing the unexpired and unexercised rights formerly represented by this
Warrant shall be issued. All Warrants representing portions of the rights
hereunder are referred to herein as the "Warrant."
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7. NO RIGHTS AS SHAREHOLDER: NOTICES TO WARRANTHOLDER.
Nothing contained in this Warrant shall be construed as conferring upon
the Warrantholder or its transferee any rights as a shareholder of the Company,
either at law or in equity, including the right to vote, receive dividends,
consent or receive notices as a shareholder with respect to any meeting of
shareholders for the election of directors of the Company or for any other
matter.
8. NOTICES.
Any notice given pursuant to this Warrant by the Company or by the
Warrantholder shall be in writing and shall be deemed to have been duly given
upon (a) transmitter's confirmation of the receipt of a facsimile transmission
or (b) confirmed delivery by a standard overnight carrier postage prepaid at the
following addresses:
If to the Company:
DenAmerica Corp.
7373 N. Scottsdale Road
Suite D120
Scottsdale, Arizona 85253
If to the Warrantholder, then to the address of the Warrantholder in
the Company's books and records.
Each party hereto may, from time to time, change the address to which
notices to it are to be transmitted, delivered or mailed hereunder by notice in
accordance herewith to the other party.
9. GENERAL PROVISIONS.
(a) Successors. All covenants and provisions of this Warrant
shall bind and inure to the benefit of the respective executors, administrators,
successors and assigns of the parties hereto.
(b) Choice Of Law. This Warrant and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of Delaware, including all matters of construction, validity, performance,
and enforcement, and without giving effect to the principles of conflict of
laws.
(c) Entire Agreement. Except as provided herein, this Warrant,
including exhibits, contains the entire agreement of the parties, and supersedes
all existing negotiations, representations or agreements and all other oral,
written, or other communications between them concerning the subject matter of
this Warrant.
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(d) Severability. If any provision of this Warrant is
unenforceable, invalid, or violates applicable law, such provision shall be
deemed stricken and shall not affect the enforceability of any other provisions
of this Warrant.
(d) Captions. The captions in this Warrant are inserted only
as a matter of convenience and for reference and shall not be deemed to define,
limit, enlarge, or describe the scope of this Warrant or the relationship of the
parties, and shall not affect this Warrant or the construction of any provisions
herein.
* * * * * * * *
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IN WITNESS WHEREOF, the Company caused this Warrant to be duly executed
as of the date first above written.
DENAMERICA CORP.,
a Georgia corporation
By:_____________________________________
Its:____________________________________