Abandonment and Cancellation of Warrants Agreement between Shells Seafood Restaurants, Inc. and Various Holders

Summary

This agreement documents that the Adler Children Trust, 2001 Partners, L.P., and Longview Partners, L.P. have each formally abandoned and cancelled all warrants they held to purchase shares of Shells Seafood Restaurants, Inc. The warrants are declared worthless and are no longer valid. Shells Seafood Restaurants, Inc., through its CEO, acknowledges the cancellation, making the warrants null and void. The agreement is effective upon signature and confirmation by the company.

EX-10.47 12 dex1047.txt ABANDONMENT OF WARRANTS DATED 11/01 Exhibit 10.47 Catherine R. Adler 1520 South Ocean Blvd. Palm Beach, Florida VIA FACSIMILE and MAIL - ---------------------- November 9, 2001 Shells Seafood Restaurants, Inc. 16313 North Dale Mabry Highway Suite 100 Tampa, FL 33618 Attn: Mr. David Head, President and CEO RE: Abandonment of Warrants - ---------------------------- Dear Mr. Head: Please accept this letter as notice that the Adler Children Trust hereby abandons all of the warrants to purchase shares of Shells Seafood Restaurants, Inc. ("Shells") that it presently holds. We deems these warrants to be worthless. Specifically, the warrants are as follows: Warrant To Buy Exercise Number # Shares Price ----------------------------------------------------------- 1 175,000 $3.15/share 4B 100,000 $3.50/share 6 75,000 $3.50/share These warrants are held by Sheldon Nussbaum, Fulbright & Jaworski, LLP. Please acknowledge the cancellation of the above described warrants by signing below and returning by facsimile to ###-###-#### this letter. Sincerely, /s/ CATHERINE ADLER - ------------------------------------- Catherine Adler Trustee Adler Children Trust The above described warrants are hereby acknowledged as cancelled and are therefore worthless, null and void: By: /s/ DAVID HEAD 11/20/01 -------------------------------- -------- David Head, CEO Date cc: Warren Nelson Sheldon Nussbaum Elizabeth A. Wertheimer 124 East 93rd Street New York, New York 10128 VIA FACSIMILE and MAIL - ---------------------- November 8, 2001 Shells Seafood Restaurants, Inc. 16313 North Dale Mabry Highway Suite 100 Tampa, FL 33618 Attn: Mr. David Head, President and CEO RE: Abandonment of Warrants - --------------------------- Dear Mr. Head: Please accept this letter as notice that 2001 Partners, L.P. hereby abandons all of the warrants to purchase shares of Shells Seafood Restaurants, Inc. ("Shells") that it presently holds. We deem these warrants to be worthless. Specifically, the warrants are as follows: Warrant To Buy Exercise Number # Shares Price ----------------------------------------------------------- 2 175,000 $3.15/share 3 75,000 $3.75/share 7 75,000 $3.50/share These warrants are held by Sheldon Nussbaum, Fulbright & Jaworksi, LLP. Please acknowledge the cancellation of the above described warrants by signing below and returning by facsimile to ###-###-#### this letter. Sincerely, /s/ ELIZABETH A. WERTHEIMER - ------------------------------------- Elizabeth A. Wertheimer General Partner 2001 Partners, L.P. The above described warrants are hereby acknowledged as cancelled and are therefore worthless, null and void: By: /s/ DAVID HEAD 11/26/01 -------------------------------- -------- David Head, CEO Date cc: Warren Nelson Sheldon Nussbaum Longview Partners, L.P. c/o Susan R.Chapman 175 E 64th Street New York, NY 10021 VIA FACSIMILE and MAIL - ---------------------- November 30, 2001 Shells Seafood Restaurants, Inc. 16313 North Dale Mabry Highway Suite 100 Tampa, FL 33618 Attn: Mr. David Head, President and CEO RE: Abandonment of Warrants - --------------------------- Dear Mr. Head: Please accept this letter as notice that Longview Partners, L.P. hereby abandons all of the warrants to purchase shares of Shells Seafood Restaurants, Inc. ("Shells") that it presently holds. We deem these warrants to be worthless. Specifically, the warrants are as follows: Warrant To Buy Exercise Number # Shares Price 4A 73,333 $3.50/share These warrants are held by Sheldon Nussbaum, Fulbright & Jaworski, LLP. Please acknowledge the cancellation of the above described warrants by signing below and returning by facsimile to ###-###-#### this letter. Sincerely, /s/ SUSAN R. CHAPMAN - ------------------------------------- Susan R. Chapman General Partner Longview Partners, L.P. The above described warrants are hereby acknowledged as cancelled and are therefore worthless, null and void: By: /s/ DAVID HEAD 12/12/01 -------------------------------- -------- David Head, CEO Date cc: Warren Nelson Sheldon Nussbaum