Notice

[Form of Notice of Guaranteed Delivery]

by Famous Dave's
December 6th, 2017

Exhibit 4.9

 

[FORM OF NOTICE OF GUARANTEED DELIVERY]

 

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED      , 2018 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE SUBSCRIPTION AGENT.

 

NOTICE OF GUARANTEED DELIVERY

FOR

SUBSCRIPTION RIGHTS CERTIFICATES

ISSUED BY

FAMOUS DAVE’S OF AMERICA, INC.

 

As set forth in Famous Dave’s of America, Inc.’s (the “Company’s”) Prospectus, dated                , 2018, under “The Rights Offering—Payment for Shares,” this form (or one substantially equivalent hereto) may be used as a means of effecting the subscription and payment for shares of common stock, par value $0.01 per share, of the Company subscribed for pursuant to the subscription privilege and the over-subscription privilege. Such form may be delivered or sent by overnight delivery or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., New York City time, on                , 2018, unless extended by the Company (as it may be extended, the “Expiration Date”).

 

The Subscription Agent is:

Broadridge Corporate Issuer Solutions, Inc.

Attention: Famous Dave’s of America, Inc. Rights Offering

 

By Regular Mail Only
(No Overnight/Express Mail):
Broadridge Corporate Issuer
Solutions, Inc.
Attn: BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, NY 11717-0693

 

By Hand or Overnight Delivery:
Broadridge Corporate Issuer
Solutions, Inc.
Attn: BCIS IWS
51 Mercedes Way
Edgewood, NY 11717

 

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

 

The Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended), which may include (i) a commercial bank or trust company, (ii) a member firm of a domestic stock exchange or (iii) a savings bank or credit union, that completes this form must communicate the guarantee and the number of shares of common stock subscribed for pursuant to both the subscription right and the over-subscription right to the Subscription Agent and the Subscription Agent must receive this Notice of Guaranteed Delivery at or prior to the Expiration Date, guaranteeing delivery to the Subscription Agent of (a) full payment for all shares of common stock subscribed for pursuant to the subscription right and the over-subscription right and (b) a properly completed and duly executed Subscription Certificate. The Subscription Certificate and full payment must be received by the Subscription Agent at or prior to 5:00 p.m., New York City time, on             , 2018 (or, if the offer is extended, at or prior to 5:00 p.m., New York City time, on the third business day after the Expiration Date). Failure to timely and properly deliver this Notice of Guaranteed Delivery or to make the delivery guaranteed herein will result in a forfeiture of the rights.

 

This Notice of Guaranteed Delivery shall not be used to guarantee signatures. If a signature on the Subscription Certificate is required to be guaranteed by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended) under the instructions to the Subscription Certificate, the signature guarantee must appear in the applicable space provided in the signature box on the Subscription Certificate.

 



 

GUARANTEE OF DELIVERY

 

The undersigned, an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended) guarantees delivery to the Subscription Agent at or prior to 5:00 p.m., New York City time, on                , 2018 (or, if the offer is extended, by the close of business on the third business day after the Expiration Date) of (i) a properly completed and duly executed Subscription Certificate and (ii) full payment of the estimated subscription price for each share of common stock subscribed for pursuant to the subscription right and the over-subscription right, if applicable, as subscription for such shares is indicated herein and on the Subscription Certificate.

 

 

 

Number of Shares of
Common Stock
Subscribed For

 

Per Share
Subscription
Price

 

Payment

 

 

 

 

 

 

 

 

 

Basic Subscription

 

 

x

$

3.50

=

$

(Line 1)

 

Over-Subscription*

 

 

x

$

3.50

=

$

(Line 2)

 

 

 

 

 

 

 

 

 

 

 

Total Payment Required

 

 

 

 

 

$

 

 

 

 

 

 

 

 

(Sum of Lines 1 and 2)

 

 

Method of Delivery

(Check one):

 

o Through the Depository Trust Company (“DTC”)

 

o Direct to Broadridge Corporate Issuer Solutions, Inc., as the Subscription Agent.

 

Please assign above a unique control number for each guarantee submitted. This number needs to be referenced on any direct delivery or any delivery through DTC.

 

 

Dated:

 

 

 

 

 

 

Address

 

Name of Firm

 

 

 

 

 

 

City, State and Zip Code

 

Signature

 

 

 

 

 

 

Area Code and Telephone Number (Contact)

 

Name of Authorized Signatory

 

 

 

 

 

 

Contact Name

 

DTC Participant Number

 

The institution that completes this form must communicate the guarantee to the Subscription Agent and must deliver the Subscription Rights Certificate to the Subscription Agent within three business days following the Expiration Date of the Rights Offering as described in the Prospectus.  Failure to do so could result in a financial loss to such institution.