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

Contract Categories: Business Finance - Warrant Agreements
EX-10.10 11 dex1010.htm CERTIFICATE OF CHIEF FINANCIAL OFFICER Certificate of Chief Financial Officer

Exhibit 10.10

 

CERTIFICATE

OF

CHIEF FINANCIAL OFFICER

OF

RUTH’S 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 Ruth’s 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

   

Ruth’s Chris Steak House, Inc.


EXHIBIT A

TO

CERTIFICATE OF CHIEF FINANCIAL OFFICER

OF

RUTH’S 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