EXHIBIT 10.11
WARRANT EXERCISE AGREEMENT
WARRANT EXERCISE AGREEMENT dated effective November 22, 1999, by and
between BREWING VENTURES LLC, a Minnesota limited liability company ("BV") and
FOUNDERS FOOD & XXXXXXX LTD., a Minnesota corporation ("FFFL").
WHEREAS, as consideration for the transfer by BV of its business plans,
concepts, ideas and certain cash payments to FFFL in connection with the
organization of FFFL, FFFL issued a stock purchase warrant (the "Warrant") to BV
for the purchase of 1,000,000 shares of common stock at an exercise price of
$.75 per share, and
WHEREAS, FFFL desires to file a registration statement with the Securities
and Exchange Commission relating to the sale of its common stock to the public,
in an offering to be underwritten by Equity Securities Investments, Inc.
("Equity"); and
WHEREAS, Equity has recommended, that to ensure the success of such public
offering and as a condition to such underwriting, that the Warrant be exercised;
and
WHEREAS, BV and FFFL have agreed that the exercise of 1,000,000 shares
purchasable upon exercise of BV's warrant may be accomplished by BV tendering to
FFFL 187,500 previously-owned shares of FFFL common stock as payment of the
exercise price of the shares.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
1. EXERCISE OF WARRANT. Subject to Section 2, BV agrees to exercise
the Warrant by tendering 187,500 shares of BV's previously-owned common stock of
FFFL as and for the warrant exercise price; and FFFL agrees to accept such
tendered shares as payment in full of the exercise price of 1,000,000 shares of
the Warrant, and to cause the issuance of 1,000,000 shares of common stock to
BV. FFFL shall issue a warrant of like tenor to the Warrant with respect to the
unexercised portion of the Warrant. Upon receipt of the shares tendered by BV,
such shares shall be redeemed and canceled by FFFL.
2. EXERCISE CONTINGENT. BV's exercise of the Warrant, and FFFL's
acceptance of the shares tendered in connection therewith, is contingent upon a
registration statement of FFFL being declared effective by the Securities and
Exchange Commission on or before December 31, 2000. If a registration statement
of FFFL is not so declared effective on or before December 31, 2000, this
Agreement shall be null and void.
3. MISCELLANEOUS.
3.1 This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns.
3.2 This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Minnesota.
1
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
date first above written.
BREWING VENTURES LLC
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxxx
Chief Manager
FOUNDERS FOOD & XXXXXXX LTD.
By /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxxx
Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
Chief Financial Officer
2