Common use of per Warrant Clause in Contracts

per Warrant. The Warrants are exercisable immediately, provided that a current prospectus relating to the shares of Common Stock issuable upon exercise hereof is in effect and that such shares are qualified for sale or deemed to be exempt from qualification, under applicable state securities laws. All Warrants not theretofore exercised or redeemed shall expire at 5:00 p.m., Utah time on June 30, 2002, and any Warrant not exercised by such time shall become void unless extended by the Company. This Warrant Certificate, with or without other Certificates, upon presentation and surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered, subject to such terms and conditions set forth in the Warrant Agreement. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the Holder pursuant to the Warrant Agreement shall have been paid. This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Except as otherwise above provided, this Warrant Certificate and all rights hereunder are transferable by the registered holder hereof in person or by its duly authorized attorney on the books of the Warrant Agent upon surrender of this Warrant Certificate, properly endorsed, to the Warrant Agent.

per Warrant. The Warrants are exercisable immediately, provided that a current prospectus relating to the shares of Common Stock issuable upon exercise hereof is in effect and that such shares are qualified for sale or deemed to be exempt from qualification, under applicable state securities laws. All Warrants not theretofore exercised or redeemed shall expire at 5:00 p.m., Utah time on June 30, 2002, and any Warrant not exercised by such time shall become void unless extended by the Company. This Warrant Certificate, with or without other Certificates, upon presentation and surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered, subject to such terms and conditions set forth in the Warrant Agreement. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the Holder pursuant to the Warrant Agreement shall have been paid. This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Except as otherwise above providedpermitted by the Company, this Warrant Certificate and all rights hereunder are transferable nontransferable. If and only if permitted by the Company, a transfer by the registered holder hereof in person or by its duly authorized attorney attorney, may be made on the books of the Warrant Agent upon surrender of this Warrant Certificate, properly endorsed, to the Warrant Agent.

per Warrant. The As provided in said Warrant Agreement, the warrant price and any and all applicable taxes due in connection with the exercise of the Warrants, the exchange of the initial Warrants are exercisable immediatelyfor Common Stock and the issuance of the Common Stock is payable, provided that a current prospectus relating upon the exercise of the Warrants, in lawful money of the United States either in cash or by certified check or bank draft to the shares order of Common Stock issuable the Corporation. Upon the exercise of the Warrants, the form of election to purchase on the reverse hereof must be properly completed and executed and this Warrant Certificate surrendered. In the event that less than all of the Warrants represented by this certificate are exercised at any one time, a new Warrant Certificate for the remaining number of unexercised Warrants will be issued upon exercise such surrender. Prior to the due presentment for registration of transfer of this Warrant Certificate, the Corporation and the Warrant Agent may deem and treat the registered holder as the absolute owner hereof is in effect and that such shares are qualified of each Warrant represented hereby (notwithstanding any notation of ownership or other writing herein made by anyone other than a duly authorized officer of the Corporation or the Warrant Agent), for sale or deemed to be exempt from qualification, under applicable state securities laws. All Warrants not theretofore exercised or redeemed shall expire at 5:00 p.m., Utah time on June 30, 2002all purposes, and neither the Corporation nor the Warrant Agent shall be affected by any Warrant not exercised by such time shall become void unless extended by notice to the Companycontrary. This Warrant Certificate is issued under, and the rights represented hereby are subject to, the terms and provisions contained in a Warrant Agreement dated , 2001, by and among the Corporation and Florida Atlantic Stock Transfer, Inc., as Warrant Agent (the "Warrant Agent"), and is further subject to all the terms and provisions of which the registered holder of this Warrant Certificate, with or without other Certificatesby acceptance hereof, upon presentation assents. Reference is hereby made to said Warrant Agreement for a more complete statement of the rights and surrender to limitations of rights of the registered holders hereof, the rights and duties of the Warrant Agent and the rights and obligations of the Corporation thereunder. Copies of said Warrant Agreement are on file at the office of the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered, subject to such terms and conditions set forth in the Warrant Agreement. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. The Company Corporation shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of the Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by to issue fractions of shares of Common Stock. The Warrants are transferable at the Holder pursuant to office of the Warrant Agreement shall have been paid. This Warrant Certificate shall not be valid Agent (or obligatory for any purpose until countersigned by the of its successor as Warrant Agent. Except as otherwise above provided, this Warrant Certificate and all rights hereunder are transferable ) by the registered holder hereof in person or by its attorney duly authorized attorney on in writing but only in the books of manner and subject to the limitations provided in the Warrant Agent Agreement and upon surrender of this Warrant Certificate and the payment of any transfer taxes. Upon any such transfer, a new Warrant Certificate, properly endorsedor new Warrant Certificates of different denomination, of like tenor and representing an equal aggregate number of Warrants will be issued to the transferee in exchange for this Warrant Certificate which shall be canceled. This Warrant Certificate when surrendered at the office of the Warrant Agent (or of its successors as Warrant Agent) by the registered holder hereof in person or by attorney duly authorized in writing may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement for another Warrant Certificate, or other Warrant Certificates of different denominations, of like tenor and representing an equal number of Warrants; provided, however, that in the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such certificate and issue new Warrant Certificates in exchange therefor until the Warrant Agent has received an opinion of counsel for the Corporation stating that such transfer may be made and indicating whether the new Warrant Certificate must also bear a restrictive legend. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Common Stock purchasable upon the exercise of the Warrants are closed for any purpose, the Corporation shall not be required to make delivery of certificates for the Common Stock purchasable upon such exercise until the date of the reopening of said transfer books. The Corporation shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of the Warrants unless a registration statement under the Securities Act of 1933, as amended, is effective with respect to such Common Stock. Warrants shall not be exercisable by the owner in any state where such exercise would be unlawful. The holder of Warrants shall not be entitled to any of the rights of a stockholder of the Corporation prior to the exercise thereof. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of California.

per Warrant. The Warrants are exercisable immediately, provided that a current prospectus relating to the shares of Common Stock issuable upon exercise hereof is in effect and that such shares are qualified for sale or deemed to be exempt from qualification, under applicable state securities laws. All Warrants not theretofore exercised or redeemed shall expire at 5:00 p.m., Utah time on June 30December 31, 20022001, and any Warrant not exercised by such time shall become void unless extended by the Company. This Warrant Certificate, with or without other Certificates, upon presentation and surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered, subject to such terms and conditions set forth in the Warrant Agreement. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the Holder pursuant to the Warrant Agreement shall have been paid. This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Except as otherwise above providedpermitted by the Company, this Warrant Certificate and all rights hereunder are transferable nontransferable. If and only if permitted by the Company, a transfer by the registered holder hereof in person or by its duly authorized attorney attorney, may be made on the books of the Warrant Agent upon surrender of this Warrant Certificate, properly endorsed, to the Warrant Agent.

per Warrant. The Warrants are exercisable immediately, provided that a current prospectus relating to the shares of Common Stock issuable upon exercise hereof is in effect and that such shares are qualified for sale or deemed to be exempt from qualification, under applicable state securities laws. All Warrants not theretofore exercised or redeemed shall expire at 5:00 p.m., Utah California time on June 30__________, 2002, and any Warrant not exercised by such time shall become void unless extended by the Company. This Warrant Certificate, with or without other Certificates, upon presentation and surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered, subject to such terms and conditions set forth in the Warrant Agreement. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the Holder pursuant to the Warrant Agreement shall have been paid. This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Except as otherwise above provided, this Warrant Certificate and all rights hereunder are transferable by the registered holder hereof in person or by its duly authorized attorney on the books of the Warrant Agent upon surrender of this Warrant Certificate, properly endorsed, to the Warrant Agent.

per Warrant. The If notice of redemption shall have been given as provided in the Warrant Agreement and cash sufficient for the redemption be deposited by the Company for that purpose, the exercise rights of the Warrants are exercisable immediately, provided that a current prospectus relating to the shares of Common Stock issuable upon exercise hereof is in effect and that such shares are qualified identified for sale or deemed to be exempt from qualification, under applicable state securities laws. All Warrants not theretofore exercised or redeemed redemption shall expire at 5:00 p.m., Utah time the close of business on June 30, 2002, and any Warrant not exercised by such time shall become void date of redemption unless extended by the Company. This Warrant Certificate, with or without other Certificates, upon presentation and surrender Certificate shall not entitle the holder hereof to any of the Warrant Agent, any successor warrant agent or, in the absence rights of any successor warrant agent, at the corporate offices a holder of Common Stock of the Company, may be exchanged for another Warrant Certificate including, without limitation, the right to vote, to receive dividends and other distributions, to exercise any preemptive right, or Certificates evidencing in to receive any notice of, or to attend meetings of holders of Common Stock or any other proceedings of the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered, subject to such terms and conditions set forth in the Warrant AgreementCompany. If the Warrants evidenced by this This Warrant Certificate shall be void and the Warrants and any rights represented hereby shall cease unless exercised in parton or before 5:00 p.m. Minneapolis time on October 21, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof 2000, unless extended by the Holder pursuant to the Warrant Agreement shall have been paidCompany. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. Except WITNESS the facsimile signatures of the Company's duly authorized officers. FAMOUS DAVE'S OF AMERICA, INC. By ----------------------------------- Chairman of the Board By ----------------------------------- Secretary COUNTERSIGNED AND REGISTERED: as otherwise above providedWarrant Agent FIRSTAR TRUST COMPANY By ----------------------------------- Authorized Officer [REVERSE OF WARRANT CERTIFICATE] THE CORPORATION WILL FURNISH ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE, A COPY OF THE ARTICLES OF INCORPORATION AND A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES. TO: Famous Dave's of America, Inc. c/o Firstar Trust Company Warrant Agent PURCHASE FORM (To be Executed by the Registered Holder in Order to Exercise of Warrant Certificates) The undersigned hereby irrevocably elects to exercise ________________* of the Warrants represented by the Warrant Certificate and to purchase for cash the Shares issuable upon the exercise of said Warrants and requests that certificates for such Shares shall be issued in the name of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF REGISTERED HOLDER OF CERTIFICATE ______________________________________________________________________________ (Print Name) ______________________________________________________________________________ (Address) ______________________________________________________________________________ Dated: __________________________ Signature: ______________________________ * Insert here the number of Warrants evidenced on the face of this Warrant Certificate and all rights hereunder are transferable by (or, in the registered holder hereof case of a partial exercise, the portion thereof being exercised), in person either case without making any adjustment for additional Common Stock or by its duly authorized attorney on any other securities or property or cash which, pursuant to the books of the Warrant Agent upon surrender of adjustment provisions referred to in this Warrant Certificate, properly endorsedmay be deliverable upon exercise. ASSIGNMENT FORM (To be Executed by the Registered Holder in Order to Transfer Warrant Certificates) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers ____________________________________ of the Warrants to purchase shares of Common Stock represented by this Warrant Certificate unto ______________________________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) ______________________________________________________________________________ ______________________________________________________________________________ and does hereby irrevocably constitute and appoint ____________________________________ Attorney to transfer this Warrant Certificate on the records of the Company with full power of substitution in the premises. Dated:________________________ Signature(s) ______________________________ SIGNATURE(S) GUARANTEED: _____________________________ NOTICE The signature(s) to the Purchase Form or the Assignment Form must correspond to the name as written upon the face of this Warrant AgentCertificate in every particular without alteration or enlargement or any change whatsoever.

per Warrant. If the Company shall elect to redeem Warrants as permitted by this Section 14, notice of redemption shall be given to the holders of all outstanding Warrants to whom the redemption shall apply by mailing by first-class mail a notice of such redemption, not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption, to their last addresses as they shall appear upon the registry books, but failure to give such notice by mailing to the holder of any Warrants, or any defect therein, shall not affect the legality or validity of the proceedings for the redemption of any other Warrants. The notice of redemption to each holder of Warrants shall specify the date fixed for redemption and the redemption price at which Warrants are exercisable immediately, provided that a current prospectus relating to the shares of Common Stock issuable upon exercise hereof is in effect and that such shares are qualified for sale or deemed to be exempt from qualification, under applicable state securities laws. All Warrants not theretofore exercised or redeemed shall expire at 5:00 p.m., Utah time on June 30, 2002redeemed, and any Warrant not exercised by such time shall become void unless extended by state that payment of the Company. This Warrant Certificate, with or without other Certificates, upon presentation and surrender to redemption price of the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, Warrants will be made at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered, subject to such terms and conditions set forth in the Warrant Agreement. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the Holder pursuant to the Warrant Agreement shall have been paid. This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Except as otherwise above provided, this Warrant Certificate and all rights hereunder are transferable by the registered holder hereof in person or by its duly authorized attorney on the books office of the Warrant Agent upon presentation and surrender of such Warrants, and shall also state that the right to exercise the Warrants so redeemed will terminate as provided in this Agreement (stating the date of such termination) and shall state the then current Warrant CertificatePrice. If the giving of notice of redemption shall have been completed as above provided, properly endorsed, to and if funds sufficient for the redemption of the Warrants shall have been deposited with the Warrant AgentAgent for such purpose, the right to exercise the Warrants shall terminate at the close of business on the business day proceeding the date fixed for redemption, and the holder of each Warrant shall thereafter be entitled upon surrender of his Warrants only to receive the redemption price thereof, without interest.