CERTIFICATE OF CHIEF FINANCIAL OFFICER OF RUTHS CHRIS STEAK HOUSE, INC. (formerly Ruth U. Fertel, Inc.) Under Common Stock Purchase Warrant Dated September 17, 1999
Exhibit 10.10
CERTIFICATE
OF
CHIEF FINANCIAL OFFICER
OF
RUTHS CHRIS STEAK HOUSE, INC.
(formerly Ruth U. Fertel, Inc.)
Under Common Stock Purchase Warrant
Dated September 17, 1999
This certificate has been prepared pursuant to Section 6(d)(ii) of Ruth U. Fertel, Inc. Common Stock Purchase Warrant Certificate No. W-2 (the Warrant), dated September 17, 1999, issued in the name of GS Mezzanine Partners, L.P. to purchase 18,413.837 shares (the Aggregate Number, as defined in the first paragraph of the Warrant) of Class A Common Stock, par value $0.01 per share (the Common Stock) of Ruth U. Fertel, Inc., now Ruths Chris Steak House, Inc. (the Company).
On November 8, 2004, the Company issued a total of 56,257 shares (the Shares) of its authorized but previously unissued Common Stock to five of its officers and two of its outside directors at a price of $0.05 per share, payable in cash, which is less than the Closing Fair Market Value Per Share, as defined in Section 7 of the Warrant.
Section 6(a)(iii) of the Warrant requires an adjustment of the Aggregate Number by reason of the sale of the Shares. The new Aggregate Number, after adjustment to reflect the sale of the Shares, is 20,071.730. The new Aggregate Number was calculated by the method set forth in Exhibit A attached hereto.
November 8, 2004
/S/ THOMAS J. PENNISON JR., | ||
Thomas J. Pennison Jr., | ||
Chief Financial Officer | ||
of | ||
Ruths Chris Steak House, Inc. |
EXHIBIT A
TO
CERTIFICATE OF CHIEF FINANCIAL OFFICER
OF
RUTHS CHRIS STEAK HOUSE, INC.
(formerly Ruth U. Fertel, Inc.)
Current Shares Outstanding (1) | 500,000.000 | ||
Shares Issuable Upon Exercise of Warrants, Options, etc. (2) | 121,428.294 | ||
Closing Fair Market Value/Share (3) | $ | 10.000 | |
New Shares Proposed To Be Issued (4) | 56,257.000 | ||
Price/New Share | $ | 0.050 | |
Proceeds From Issuance (5) | $ | 2,812.850 | |
Aggregate Number of GS Mezzanine Partners, L.P. Warrant Shares (6) | 18,413.837 |
Formula For Calculating New Aggregate Number
(6) | x | (1)+(2)+(4) | which equals new Aggregate Number: | 20,071.730 | ||||
(1)+(2)+((5)/(3)) | ||||||||
Additional Shares: | 1,657.893 |