THIS WARRANT AND THE SHARES OF COMMON STOCK OF GRILL CONCEPTS, INC. TO BE ISSUED
UPON ANY EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS
WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
WARRANT NO. 1
to Purchase Shares
of
Common Stock (.00001 par value)
of
GRILL CONCEPTS, INC.
July 11, 2000
This certifies that, for value received, Michael S. Weinstock, Trustee of
the Michael S. Weinstock Living Trust("Holder"), is entitled to purchase,
subject to the provisions of this Warrant, from Grill Concepts, Inc., a Delaware
corporation (the "Issuer"), at any time or from time to time on or before four
(4) years from the date hereof (the AExpiration Date@), seventy-five thousand
(75,000) fully paid and nonassessable shares of common stock, $.00001 par value
(the "Common Stock"), of the Issuer at an exercise price equal to $1.40625 per
share, subject to adjustment pursuant to the terms hereunder (the "Exercise
Price") (such shares of Common Stock and other securities issued and issuable
upon exercise of this Warrant, the "Warrant Shares"). Holder has guaranteed a
loan from Wells Fargo Bank to Issuer in the principal amount of Seven Hundred
Fifty Thousand Dollars ($750,000.00) (the ALoan Guarantee@). Notwithstanding the
foregoing, in the event, on or before the expiration of forty five (45) days
from the date hereof (the AInitial Forty Five Day Period@), the Loan Guarantee
is terminated, the number of Warrant shares shall be reduced from seventy five
thousand (75,000) to thirty seven thousand five hundred (37,500).
Section 1. Exercise of Warrant.
(a) Subject to the provisions hereof, this Warrant may be exercised,
in whole or in part, but not as to a fractional share, at any time or from
time to time on or after the date hereof and on or before the Expiration
Date, by presentation and surrender hereof to the Issuer at the address
which, in accordance with the provisions of Section 9 hereof, is then
effective for notices to the Issuer, with the Election to Purchase Form
annexed hereto as Schedule One, duly executed , for the account of the
Issuer, of the Exercise Price for the number of Warrant Shares specified in
such form. If this Warrant should be exercised in part only, the Issuer
shall, upon surrender of this Warrant, execute and deliver a new Warrant
evidencing the rights of the Holder hereof to purchase the balance of the
Warrant Shares purchasable hereunder. The Issuer shall maintain at its
principal place of business a register for the registration of this Warrant
and registration of transfer of the Warrant. Notwithstanding the foregoing,
Holder expressly agrees that during the Initial Forty Five Day Period, this
Warrant may be exercised to a maximum of thirty seven thousand five hundred
(37,500) Warrant Shares.
<PAGE>
(b) The Exercise Price for the number of Warrant Shares specified in
the Election to Purchase Form shall be payable in United States Dollars by
(1) certified or official bank check payable to the order of the Issuer or
by wire transfer of immediately available funds to an account specified by
the Issuer for that purpose, (2) an election by the Holder to have the
Issuer withhold shares of Common Stock issuable upon exercise (a ACashless
Exercise@), (3) certificates representing shares of Common Stock
theretofore owned by the Holder duly endorsed for transfer to the Issuer,
or (4) any combination of the preceding, equal in value to the aggregate
Exercise Price. For purposes hereof, a Cashless Exercise shall be effected
by surrendering the Warrant, in part or in whole, in exchange for a number
of Warrant Shares equal to the product of (x) the number of Warrant Shares
as to which the Warrant is being exercised multiplied by (y) a fraction,
the numerator of which is the Market Price of the Warrant Shares less the
Exercise Price and the denominator of which is such Market Price. Solely
for purposes of this paragraph, Market Price shall be the average closing
bid price of the Common Stock over the five (5) trading day period
preceding the date on which the Election to Purchase is sent to the
Company.
(c) Certificates representing Warrant Shares shall bear the following
restrictive legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE
SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF
COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
Section 2. Reservation of Shares; Preservation of Rights of Holder. The
Issuer hereby agrees that there shall be reserved for issuance and/or delivery
upon exercise of this Warrant, such number of Warrant Shares as shall be
required for issuance or delivery upon exercise of this Warrant. The Warrant
surrendered upon exercise shall be canceled by the Issuer. After the Expiration
Date no shares of Common Stock shall be subject to reservation in respect of
this Warrant. The Issuer further agrees (i) that it will not, by amendment of
its Articles of Incorporation or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act, avoid or seek to
avoid the observation or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by the Issuer, and (ii)
promptly to take all action as may from time to time be required in order to
permit the Holder to exercise this Warrant and the Issuer duly and effectively
to issue shares of its Common Stock or other securities as provided herein upon
the exercise hereof. Without limiting the generality of the foregoing, should
the Warrant Shares at any time consist in whole or in part of shares of capital
stock having a par value, the Issuer agrees that before taking any action which
would cause an adjustment of the Exercise Price so that the same would be less
than the then par value of such Warrant Shares, the Issuer shall take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of such Common Stock at the Exercise Price as so adjusted. The Issuer
further agrees that it will not establish a par value for its Common Stock while
this Warrant is outstanding in an amount greater than the Exercise Price.
<PAGE>
Section 3. Exchange, Transfer, Assignment or Loss of Warrant. This Warrant
is not transferable or assignable except with the prior written consent of the
Issuer.
Upon receipt by the Issuer of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Issuer will
execute and deliver a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute a separate contractual obligation on the
part of the Issuer, whether or not the Warrant so lost, stolen destroyed or
mutilated shall be at any time enforceable by anyone.
Section 4. Rights of Holder. Neither a Holder nor his transferee by the
laws of descent and distribution or otherwise shall be, or have any rights or
privileges of, a shareholder of the Issuer with respect to any Warrant Shares,
unless and until this Warrant has been exercised.
Section 5. Adjustments in Exercise Price and Warrant Shares. The Exercise
Price and Warrant Shares shall be subject to adjustment from time to time as
provided in this Section 5.
(a) If the Issuer is recapitalized through the subdivision or
combination of its outstanding shares of Common Stock into a larger or
smaller number of shares, the number of shares of Common Stock for which
this Warrant may be exercised shall be increased or reduced, as of the
record date for such recapitalization, in the same proportion as the
increase or decrease in the outstanding shares of Common Stock, and the
Exercise Price shall be adjusted so that the aggregate amount payable for
the purchase of all Warrant Shares issuable hereunder immediately after the
record date for such recapitalization shall equal the aggregate amount so
payable immediately before such record date.
<PAGE>
(b) If the Issuer declares a dividend on Common Stock, or makes a
distribution to holders of Common Stock, and such dividend or distribution
is payable or made in Common Stock or securities convertible into or
exchangeable for Common Stock, or rights to purchase Common Stock or
securities convertible into or exchangeable for Common Stock, the number of
shares of Common Stock for which this Warrant may be exercised shall be
increased, as of the record date for determining which holders of Common
Stock shall be entitled to receive such dividend or distribution, in
proportion to the increase in the number of outstanding shares (and shares
of Common Stock issuable upon conversion of all such securities convertible
into Common Stock) of Common Stock as a result of such dividend or
distribution, and the Exercise Price shall be adjusted so that the
aggregate Exercise Price for the purchase of all the Warrant Shares
issuable hereunder immediately after the record date for such dividend or
distribution shall equal the aggregate Exercise Price so payable
immediately before such record date.
(c) If the Issuer declares a dividend on Common Stock (other than a
dividend covered by subsection (b) above) or distributes to holders of its
Common Stock, other than as part of its dissolution or liquidation or the
winding up of its affairs, any shares of its capital stock, any evidence of
indebtedness or any cash or other of its assets (other than for Common
Stock), the Holder shall receive notice of such event as set forth in
Section 7 below.
(d) In case of any consolidation of the Issuer with, or merger of the
Issuer into, any other corporation (other than a consolidation or merger in
which the Issuer is the continuing corporation and in which no change
occurs in its outstanding Common Stock), or in case of any sale or transfer
of all or substantially all of the assets of the Issuer, or in the case of
any statutory exchange of securities with another corporation (including
any exchange effected in connection with a merger of a third corporation
into the Issuer, except where the Issuer is the surviving entity and no
change occurs in its outstanding Common Stock), the corporation formed by
such consolidation or the corporation resulting from such merger or the
corporation which shall have acquired such assets or securities of the
Issuer, as the case may be, shall execute and deliver to the Holder
simultaneously therewith a new Warrant, satisfactory in form and substance
to the Holder, together with such other documents as the Holder may
reasonably request, entitling the Holder thereof to receive upon exercise
of such Warrant the kind and amount of shares of stock and other securities
and property receivable upon such consolidation, merger, sale, transfer, or
exchange of securities, or upon the dissolution following such sale or
other transfer, by a holder of the number of shares of Common Stock
purchasable upon exercise of this Warrant immediately prior to such
consolidation, merger, sale, transfer, or exchange. Such new Warrant shall
contain the same basic other terms and conditions as this Warrant and shall
provide for adjustments which, for events subsequent to the effective date
of such written instrument, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 5. The above
provisions of this paragraph (d) shall similarly apply to successive
consolidations, mergers, exchanges, sales or other transfers covered
hereby.
<PAGE>
(e) If the Issuer shall, at any time before the expiration of this
Warrant dissolve, liquidate or wind up its affairs other than as covered by
Section 5(d), the Holder shall, upon exercise of this Warrant have the
right to receive, in lieu of the shares of Common Stock of the Issuer that
the Holder otherwise would have been entitled to receive, the same kind and
amount of assets as would have been issued, distributed or paid to the
Holder upon any such dissolution, liquidation or winding up with respect to
such shares of Common Stock of the Issuer had the Holder been the holder of
record of such shares of Common Stock receivable upon exercise of this
Warrant on the date for determining those entitled to receive any such
distribution. If any such dissolution, liquidation or winding up results in
any cash distribution in excess of the aggregate Exercise Price provided by
this Warrant for the shares of Common Stock receivable upon exercise of
this Warrant, the Holder may, at the Holder's option, exercise this Warrant
without making payment of the Exercise Price and, in such case, the Issuer
shall, upon distribution to the Holder, consider the Exercise Price to have
been paid in full and, in making settlement to the Holder, shall obtain
receipt of the Exercise Price by deducting an amount equal to the Exercise
Price for the shares of Common Stock receivable upon exercise of this
Warrant from the amount payable to the Holder. For purposes of this
paragraph, at Holder=s option, the sale of all or substantially all of the
assets of the Issuer and distribution of the proceeds thereof to the
Issuer's shareholders shall be deemed liquidation.
(f) If an event occurs which is similar in nature to the events
described in this Section 5, but is not expressly covered hereby, the Board
of Directors of the Issuer shall make or arrange for an equitable
adjustment to the number of Warrant Shares and the Exercise Price.
(g) The term "Common Stock" shall mean the Common Stock, $.00001 par
value, of the Issuer as the same exists at the date of issuance of this
Warrant or as such stock may be constituted from time to time, except that
for the purpose of this Section 5, the term "Common Stock" shall include
any stock of any class of the Issuer which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Issuer and which
is not subject to redemption by the Issuer.
<PAGE>
(h) The Issuer shall retain a firm of independent public accountants
of recognized standing (who may be any such firm regularly employed by the
Issuer) to make any computation required under this Section 5, and a
certificate signed by such firm shall be conclusive evidence of the
correctness of any computation made under this Section 5 absent manifest
error.
(i) Whenever the number of Warrant Shares or the Exercise Price shall
be adjusted as required by the provisions of this Section 5, the Issuer
forthwith shall file in the custody of its secretary or an assistant
secretary, at its principal office, and furnish to each Holder hereof, a
certificate prepared in accordance with paragraph (h) above, showing the
adjusted number of Warrant Shares and the Exercise Price and setting forth
in reasonable detail the circumstances requiring the adjustments.
(j) Notwithstanding any other provision, this Warrant shall be binding
upon and inure to the benefit of any successors and assigns of the Issuer.
(k) No adjustment in the Exercise Price in accordance with the
provisions of this Section 5 need be made if such adjustment would amount
to a change in such Exercise Price of less than $.01 provided however, that
the amount by which any adjustment is not made by reason of the provisions
of this paragraph (k) shall be carried forward and taken into account at
the time of any subsequent adjustment in the Exercise Price.
(l) If an adjustment is made under this Section 5 and the event to
which the adjustment relates does not occur, then any adjustments in
accordance with this Section 5 shall be readjusted to the Exercise Price
and the number of Warrant Shares which would be in effect had the earlier
adjustment not been made.
Section 6. Taxes on Issue or Transfer of Common Stock and Warrant. The
Issuer shall pay any and all documentary stamp or similar issue or transfer
taxes payable solely in respect of the issue or delivery of shares of Common
Stock or other securities on the exercise of this Warrant. The Issuer shall not
be required to pay any tax which may be payable in respect of any transfer of
this Warrant or in respect of any transfers involved in the issue or delivery of
shares or the exercise of this Warrant in a name other than that of the Holder
and the person requesting such transfer, issue or delivery shall be responsible
for the payment of any such tax (and the Issuer shall not be required to issue
or deliver said shares until such tax has been paid or provided for).
Section 7. Notice of Adjustment. So long as this Warrant shall be
outstanding, (a) if the Issuer shall propose to pay any dividends or make any
distribution upon the Common Stock, or (b) if the Issuer shall offer generally
to the holder of Common Stock the right to subscribe to or purchase any shares
of any class of Common Stock or securities convertible into Common Stock or any
other similar rights, or (c) if there shall be any proposed capital
reorganization of the Issuer in which the Issuer is not the surviving entity,
recapitalization of the capital stock of the Issuer, consolidation or merger of
the Issuer with or into another corporation, sale, lease or other transfer of
all or substantially all of the property and assets of the Issuer, or voluntary
or involuntary dissolution, liquidation or winding up of the Issuer, or (d) if
the Issuer shall give to its stockholders any notices, report or other
communication respecting any significant or special action or event, then in
such event, the Issuer shall give to the Holder, at least twenty (20) days prior
to the relevant date described below (or such shorter period as is reasonably
possible if twenty (20) days is not reasonably possible due to no fault of the
Issuer), a notice containing a description of the proposed action or event and
stating the date or expected date on which a record of the Issuer's stockholders
is to be taken for any of the foregoing purposes, and the date or expected date
on which any such dividend, distribution, subscription, reclassification,
reorganization, consolidation, combination, merger, conveyance, sale, lease or
transfer, dissolution, liquidation or winding up is to take place and the date
or expected date, if any is to be fixed, as of which the holders of Common Stock
for securities or other property deliverable upon such event.
<PAGE>
Section 8. Registration Rights.
(a) Piggyback Registration Rights. The Issuer covenants and agrees with any
holder of the Warrants and Warrant Shares that if, at any time within the period
commencing on the date hereof and ending on the date which is one year after the
Expiration Date, it proposes to file a registration statement with respect to
any class of equity or equity-related security (other than in connection with an
offering to the Issuer's employees or in connection with an acquisition, merger
or similar transaction) under the Securities Act in a primary registration on
behalf of the Issuer and/or in a secondary registration on behalf of holders of
such securities and the registration form to be used may be used for
registration of the Warrant Shares, the Issuer will give prompt written notice
(which, in the case of a registration statement pursuant to the exercise of
demand registration rights shall be within ten (10) business days after the
Issuer's receipt of notice of such exercise and, in any event, shall be at least
30 days prior to such filing) to the holders of Warrants and Warrant Shares at
the addresses appearing on the records of the Issuer of its intention to file a
registration statement and will offer to include in such registration statement,
subject to paragraphs i and ii of this Section 8(b) such number of Warrant
Shares with respect to which the Issuer has received written requests for
inclusion therein within twenty (20) days after the giving of notice by the
Issuer. All registrations requested pursuant to this Section 8(b) are referred
to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to
this Section 8 will be made solely at the Issuer's expense. This Section is not
applicable to a registration statement filed by the Issuer on Forms S-4 or S-8
or any successor forms.
<PAGE>
i. Priority on Primary Registrations. If a Piggyback Registration
includes an underwritten primary registration on behalf of the Issuer and
the underwriter(s) for such offering determines in good faith and advises
the Issuer in writing that in its/their opinion the number of Warrant
Shares requested to be included in such registration exceeds the number
that can be sold in such offering without materially adversely affecting
the distribution of such securities by the Issuer, the Issuer will include
in such registration (A) first, the securities that the Issuer proposes to
sell and (B) second, the Warrant Shares requested to be included in such
registration, apportioned pro rata among the holders of the Warrant Shares
and holders of other securities requesting registration.
ii. Priority on Secondary Registrations. If a Piggyback Registration
consists only of an underwritten secondary registration on behalf of
holders of securities of the Issuer, and the underwriter(s) for such
offering advises the Issuer in writing that in its/their opinion the number
of Warrant Shares requested to be included in such registration exceeds the
number which can be sold in such offering without materially adversely
affecting the distribution of such securities, the Issuer will include in
such registration (A) first, the securities requested to be included
therein by the holders requesting such registration, and (B) second, the
Warrant Shares requested to be included in such registration and securities
of holder of other securities requested to be included in such registration
statement, pro rata among all such holders on the basis of the number of
shares requested to be included by each such holder, provided, however, the
Issuer will use its best efforts to include not less than 20% of the
Warrant Shares.
Notwithstanding the foregoing, if any such underwriter shall determine in
good faith and advise the Issuer in writing that the distribution of the Warrant
Shares requested to be included in the registration concurrently with the
securities being registered by the Issuer would materially adversely affect the
distribution of such securities by the Issuer, then the holders of such Warrant
Shares shall delay their offering and sale for such period ending on the
earliest of (1) 90 days following the effective date of the Issuer's
registration statement, (2) the day upon which the underwriting syndicate, if
any, for such offering shall have been disbanded or, (3) such date as the
Issuer, managing underwriter and holders of Warrant Shares shall otherwise
agree. In the event of such delay, the Issuer shall file such supplements,
post-effective amendments and take any such other steps as may be necessary to
permit such holders to make their proposed offering and sale for a period of 120
days immediately following the end of any such period of delay. If any party
disapproves the terms of any such underwriting, it may elect to withdraw
therefrom at any time prior to the effective date of such underwriting by
written notice to the Issuer, the underwriter, and the holder. Notwithstanding
the foregoing, the Issuer shall not be required to file a registration statement
to include shares pursuant to this Section 8 if independent counsel, reasonably
satisfactory to the Issuer and the Holder, renders an opinion to the Issuer and
the Holder that all of the Warrant Shares proposed to be disposed of may be
transferred pursuant to the provisions of Rule 144 under the Securities Act or
otherwise without registration under the Securities Act. The Issuer hereby
undertakes and covenants to take all steps reasonably necessary to facilitate
the resale of Warrant Shares pursuant to Rule 144. Neither the failure of the
Holder to exercise its Piggyback Registration Rights hereunder on any one or
more occasions nor the Holder=s election to withdraw from an underwriting shall
be deemed to waive or modify the Holder=s Piggyback Registration Rights
hereunder in the future.
<PAGE>
(b) Actions to be taken by the Issuer. In connection with the registration
of Warrant Shares hereunder, the Issuer agrees to (i) bear the expenses of any
registration; provided, however, that in no event shall the Issuer be obligated
to pay (A) any fees and disbursements of any special or other counsel for
holders of Warrant Shares, (B) any underwriters' discount or commission in
respect of such Warrant Shares, and (C) any stock transfer taxes attributable to
the sale of the Warrant Shares; (ii) use its best efforts to register or qualify
the Warrant Shares for offer or sale under state securities or Blue Sky laws of
such jurisdictions in which such holders shall reasonably request, provided,
however, that no qualification shall be required in any jurisdiction where, as a
result thereof, the Issuer would be subject to service of general process or to
taxation as a foreign corporation doing business in such jurisdiction to which
it is not then subject; and (iii) enter into a cross-indemnity agreement, in
customary form, with each underwriter, if any, and each holder of securities
included in such registration statement; (iv) prepare and file with the SEC a
registration statement with respect to such Warrant Shares and use commercially
reasonable efforts to cause such registration statement to become effective as
soon thereafter as possible, and promptly notify Holder in writing, (a) when
such registration statement becomes effective, (b) when any post-effective
amendment to such registration statement becomes effective, and (c) of any
request by the SEC for any amendment or supplement to such registration
statement or any final prospectus relating thereto or for additional
information; (v) prepare and file with the SEC such amendments and supplements
to such registration statement and the final prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
at least 120 days or until the Holder has completed the distribution described
in the registration statement relating thereto, whichever occurs first, and to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by Holders set forth in such
registration statement; (vi) furnish to Holder such number of copies of such
registration statement and of each such amendment and supplement thereto, as
well as such number of copies of the prospectus included in such registration
statement (including each preliminary prospectus and summary prospectus), in
conformity with the requirements of the Securities Act, and such other documents
as Holder may reasonably request in order to facilitate the sale or distribution
of the Warrant Shares by Holder; and (vii) promptly notify Holder, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of Issuer becoming aware that the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing; and, at the request of Holder, promptly prepare and
furnish to Holder a reasonable number of copies of an amended or supplemental
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Warrant Shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing.
<PAGE>
(c) Action to be Taken by the Holders. The Issuer's obligations under this
Section 8 shall be conditioned upon a timely receipt by the Issuer in writing
of: (i) information as to the terms of such public offering furnished by or on
behalf of each holder of Warrant Shares intending to make a public offering of
his, her or its Warrant Shares, and (ii) such other information as the Issuer
may reasonably require from such holders, or any underwriter for any of them,
for inclusion in such registration statement.
(d) Exclusive Rights. The Holder shall have no registration rights except
as expressly set forth herein.
Section 9. Notices. All communications hereunder shall be in writing, and,
if sent to the Holder shall be sufficient in all respects if delivered, sent by
registered mail, or by facsimile and confirmed to the Holder at:
Michael S. Weinstock Living Trust
Michael S. Weinstock, Trustee
11661 San Vicente Blvd. Suite 404
Los Angeles, CA 90049
Telephone: (310) 820-5559
Telecopier: (310) 820-6530
or if to any other Holder, addressed to such Holder at such address as it shall
have specified to the Issuer in writing, or, if sent to the Issuer, shall be
delivered, sent by registered mail or by facsimile and confirmed to the Issuer
at:
<PAGE>
Grill Concepts, Inc.
11661 San Vicente Blvd.
Suite 404
Los Angeles, CA 90019
Attention: Robert Spivak, President
Telephone: (310) 820-5559
Facsimile: (310) 820-6530
Section 10. Governing Law. This Warrant shall be governed by, and
interpreted in accordance with, the laws of the State of California.
Dated: July 11, 2000
GRILL CONCEPTS, INC.
By:
Name:
Title:
<PAGE>
Schedule One
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise this Warrant and to
purchase shares of Grill Concepts, Inc. Common Stock issuable upon the exercise
of this Warrant, and requests that certificates for such shares be issued in the
name of:
(Name)
(Address)
(United States Social Security or other taxpayer
identifying number, if applicable)
and, if different from above, be delivered to:
(Name)
(Address)
and, if the number of Warrant Shares so purchased are not all of the Warrant
Shares issuable upon exercise of this Warrant, that a Warrant to purchase the
balance of such Warrant Shares be registered in the name of, and delivered to,
the undersigned at the address stated below.
Date: , 2000
Name of Registered Owner:
Address:
Signature:
