ex10-2.htm


    
      
        

      
Exhibit 10.2

     

    
      THIS
WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF
SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS
WARRANT

      


      No. of
Shares of Common Stock:     454,000


      WARRANT

      


      To
Purchase Shares of Common Stock of

      


      TURBOCHEF
TECHNOLOGIES, INC.

      


      


      THIS
WARRANT (referred to herein as this “Warrant”) IS TO CERTIFY THAT MARTHA STEWART
LIVING OMNIMEDIA, INC. (the “Initial Holder”) is entitled, at any time prior to
the Expiration Date (as hereinafter defined), to purchase from TURBOCHEF
TECHNOLOGIES, INC., a Delaware corporation (the “Company”), up to 454,000 shares
of Common Stock (as hereinafter defined and subject to adjustment as provided
herein), in whole or in part, at the Current Warrant Price (as defined herein),
all on the terms and conditions and pursuant to the provisions hereinafter set
forth.

      


      WHEREAS,
the Company and Initial Holder have entered into a Product Integration and
License Agreement of even date herewith, the terms of which include the issuance
of this Warrant to purchase shares of Common Stock, subject to adjustment as
provided in Section 4 herein;

      


      NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set
forth, the Company hereby issues this Warrant on the following terms and
conditions:

      
 

      1.           DEFINITIONS

      


      As used
in this Warrant, the following terms have the respective meanings set forth
below:

       

      "Business
Day" shall mean any day that is not a Saturday or Sunday or a day on
which banks are required or permitted to be closed in the State of New
York.

       

      "Common
Stock" shall mean (except where the context otherwise indicates) the
Common Stock, $0.01 par value, of the Company as constituted on the Issue Date,
and any capital stock into which such Common Stock may thereafter be changed,
and shall also include (i) capital stock of the Company of any other class
(regardless of how denominated) issued to the holders of shares of Common Stock
upon any reclassification thereof which is not preferred as to dividends or
assets over any other class of stock of the Company and which is not subject to
redemption and (ii) shares of common stock of any successor or acquiring
corporation (as defined in Section 4.2) received by or distributed to the
holders of Common Stock of the Company in the circumstances contemplated by
Section 4.2.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Commission" shall
mean the Securities and Exchange Commission or any other federal agency then
administering the Securities Act and other federal securities laws.

       

      "Current Market Price"
shall mean, in respect of any share of Common Stock on any date herein
specified, the closing price per share of Common Stock on such
date.  If the Common Stock is listed or admitted to trading on a
national securities exchange, the closing price shall be the last sale price
during regular trading hours, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices during regular trading hours, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the NASDAQ
Global Select Market or NASDAQ Global Market, as the case may be, or, if the
Common Stock is not listed or admitted to trading on the NASDAQ Global Select
Market or NASDAQ Global Market, as the case may be, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading.  If Common Stock is not listed or admitted to
trading on any national securities exchange, the closing price for each day
shall be the closing last sale price or, if not so quoted, the average of the
high bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc., Automated Quotation System or
such other system then in use, or, if on any such date the Common Stock or such
other securities are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the Common Stock selected by the Board of Directors of the
Company.  In connection with an exercise (or partial exercise) of this
Warrant through the surrender of all or a portion of a Warrant, the “Current
Market Price” shall be increased by the fair market value of any property, cash
or securities that would be received by Holder pursuant to Section 4.3 in
connection with the exercise of this Warrant for one share of Common
Stock.

       

      "Current Warrant
Price" as of any date shall mean, in respect of a share of Common
Stock at any date herein specified, $8.26, as such price shall have been
adjusted in accordance with Section 4 hereof.

       

      "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, or
any successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to
time.  Reference to a particular section of the Exchange Act shall
include reference to the comparable section, if any, of such successor federal
statute.

       

      “Exercise Date” shall
have the meaning ascribed in Section 2.1.

       

      "Expiration
Date" shall mean April 28, 2014.

       

      “Governmental
Authority” means the government of any nation, state, city, locality or
other political subdivision of any thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government or any international regulatory body having or asserting
jurisdiction over a Person, its business or its properties.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Holder" shall
mean the Initial Holder or any Person in whose name this Warrant is registered
on the books of the Company maintained for such purpose after a transfer by the
Initial Holder or, collectively, each Holder of a Warrant, in the event of any
division of this Warrant.

       

      “Initial Holder” shall
mean Martha Stewart Living Omnimedia, Inc.

       

      "Issue Date" shall
mean April 28, 2008.

       

      "Majority
Holders" shall mean the holders of Warrants exercisable for in
excess of 50% of the aggregate number of shares of Common Stock then purchasable
upon exercise of all Warrants.

       

      "Person" shall
mean any individual, firm, corporation, partnership or other entity, and shall
include any successor by merger or otherwise of such entity.

       

      "Securities
Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

       

      "Warrants" shall mean
this Warrant and all warrants issued upon transfer, division or combination of,
or in substitution for, any thereof. All Warrants shall at all times be
identical as to terms and conditions and date, except as to the number of shares
of Common Stock for which they may be exercised.

      


      "Warrant Stock" shall
mean the shares of Common Stock purchased by Holder upon the exercise of this
Warrant.

       

      2.           EXERCISE OF
WARRANT

      


      2.1.           Manner of
Exercise.  At any time or from time to time until 5:00 P.M.,
New York time, on the Expiration Date, Holder may exercise this Warrant, on any
Business Day, for all or any part of the number of shares of Common Stock
purchasable hereunder.

       

      In order
to exercise this Warrant, in whole or in part, Holder shall deliver to the
Company at its principal office, currently at Six Concourse Parkway, Suite 1900,
Atlanta, Georgia 30328 (i) a written notice of Holder's election to exercise
this Warrant, which notice shall specify the number of shares of Common Stock to
be purchased, (ii) payment of the Current Warrant Price and (iii) this
Warrant.  Such notice shall be substantially in the form appearing at
the end of this Warrant as Exhibit A, duly executed by Holder.  Upon
receipt of the items specified in the second preceding sentence, the Company
shall execute or cause to be executed and deliver or cause to be delivered to
Holder as soon as practicable a certificate or certificates representing the
aggregate number of full shares of Common Stock issuable upon such exercise,
together with cash in lieu of any fraction of a share, as hereinafter
provided.  The stock certificate or certificates so delivered shall be
in such denomination or denominations as Holder shall request in the notice and
shall be registered in the name of Holder. This Warrant shall be deemed to have
been exercised and such certificate or certificates shall be deemed to have been
issued, and Holder shall be deemed to have become a holder of record of such
shares for all purposes, as of the date the notice, together with the Current
Warrant Price and this Warrant, are received by the Company as described above
(the “Exercise
Date”).  If this Warrant shall have been exercised in part,
appropriate notation may be made on this Warrant and the same returned to
Holder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Payment
of the Current Warrant Price shall be made at the option of Holder by certified
or official bank check or wire transfer of immediately available
funds.  If at the time of exercise the shares of Warrant Stock
issuable upon such exercise are not then the subject of an effective resale
registration under applicable federal and state securities laws, then payment of
the Current Warrant Price also may be made at the option of Holder (i) by
delivering to the Company certificates representing the number of shares of
Common Stock to be surrendered, duly endorsed by or accompanied by appropriate
instruments of transfer duly executed by Holder, (ii) cancellation as of the
date of exercise of a portion of this Warrant or (iii) any combination of the
foregoing.  For the purposes of making payment of the Warrant Price,
shares of Common Stock being surrendered shall have a value equal to the Current
Market Price as of the last trading day immediately preceding the Exercise Date.
If a portion of this Warrant is cancelled in payment of the Current Warrant
Price, the value of the portion of this Warrant so cancelled shall be equal to
the product of (x) the number of shares of Common Stock purchasable under this
Warrant as to which this Warrant is being cancelled, multiplied by (y) the
excess of the Current Market Price as of the last trading day immediately
preceding the Exercise Date over the Current Warrant Price as adjusted at the
Exercise Date.  If Holder surrenders shares of Common Stock in payment
of the Current Warrant Price and less than all of the shares of Common Stock
represented by any certificate are being surrendered, the Company shall deliver
to Holder a new certificate or certificates representing the shares of Common
Stock not applied to payment of the Current Warrant Price; provided, however, that in lieu
of any fractional share of Common Stock which such Holder would otherwise be
entitled to receive, the Company shall pay to Holder an amount of cash equal to
such fraction multiplied by the Current Market Price as of the last trading day
immediately preceding the Exercise Date.

       

      2.2.           Conditions to
Exercise.  Notwithstanding anything contained herein to the
contrary, if the sale of the Warrant Stock to be received upon exercise of this
Warrant has not been registered under the Securities Act, the issuance of such
Warrant Stock shall be conditioned upon delivery to the Company of a written
certification in substantially the form of the certification attached hereto as
Exhibit B, or, at the Holder’s election, the delivery to the Company of an
opinion of counsel, which opinion and counsel shall be reasonably satisfactory
to the Company, that such Warrant Stock may be issued without registration under
the Securities Act.

       

      2.3.           Payment of
Taxes.  All shares of Common Stock when issued upon the
exercise of this Warrant shall be validly issued, fully paid and nonassessable
and without any preemptive rights.  The Company shall pay all expenses
in connection with, and all taxes and other governmental charges that may be
imposed with respect to, the issue or delivery thereof, other than income taxes
payable by Holder or any of its affiliates.

       

      2.4.           Fractional
Shares.  The Company shall not be required to issue a
fractional share of Common Stock upon exercise of this Warrant. As to any
fraction of a share which Holder would otherwise be entitled to receive upon
such exercise, the Company shall pay a cash adjustment in respect of such
fraction in an amount equal to the same fraction of the Current Market Price per
share of Common Stock on the date of exercise.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.           TRANSFER,
DIVISION AND COMBINATION

       

      3.1.           Transfers.  Holder
shall have the right to effect transfers of this Warrant in whole or in part
from time to time subject to compliance with applicable state and federal
securities laws upon written notice to the Company.  Any transfer of
this Warrant and of rights hereunder, in whole or in part, shall be registered
on the books of the Company to be maintained for such purpose upon surrender of
this Warrant at the principal office of the Company referred to in Section 2.1
together with a written assignment of this Warrant substantially in the form of
Exhibit C hereto duly executed by Holder and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denomination specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be canceled. A Warrant, if properly assigned,
may be exercised by a new Holder for the purchase of shares of Common Stock
without having a new Warrant issued.

       

      3.2.           Division and
Combination.  This Warrant may be divided into multiple
Warrants or combined with other Warrants upon presentation hereof at the
aforesaid office or agency of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by Holder. Subject to compliance with Section 3.1, as to any transfer
which may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to
be divided or combined in accordance with such notice.

       

      4.           ADJUSTMENTS

       

      The
number of shares of Common Stock for which this Warrant is exercisable and/or
the price at which such shares may be purchased upon exercise of this Warrant,
shall be subject to adjustment from time to time as set forth in this Section
4.  The Company shall give Holder notice of any event described below
which requires an adjustment pursuant to this Section 4 at the time of such
event.

       

      4.1.           Stock Dividends,
Subdivisions and Combinations.  If at any time the Company
shall:

       

      (a)           take
a record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend payable in, or other distribution of, additional shares of
Common Stock,

       

      (b)           subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or

       

      (c)           combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock,

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      then (i)
the number of shares of Common Stock for which this Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event would own or be entitled to receive after the
happening of such event, and (ii) the Current Warrant Price per share shall be
adjusted to equal (A) the Current Warrant Price multiplied by the number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the adjustment divided by (B) the number of shares for which this Warrant is
exercisable immediately after such adjustment.

       

                             4.2.           Reorganization,
Reclassification, Merger, Consolidation or Disposition of
Assets.  In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then Holder shall have the right thereafter to receive, upon
exercise of this Warrant and payment of the Current Warrant Price, the number of
shares of common stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and Other Property receivable upon
or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event. In case of
any such reorganization, reclassification, merger, consolidation or disposition
of assets, the successor or acquiring corporation (if other than the Company)
shall expressly assume the due and punctual observance and performance of each
and every covenant and condition of this Warrant to be performed and observed by
the Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed in good faith to be reasonably appropriate (as
determined by resolution of the Board of Directors of the Company) in order to
provide for adjustments of shares of the Common Stock for which this Warrant is
exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 4.  For purposes of this
Section 4.2, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock.  The foregoing
provisions of this Section 4.2 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.

       

                            4.3.     Distributions.
Without duplication of any adjustment pursuant to Section 4.1 or 4.2 hereof, if
while this Warrant, or any portion hereof, remains outstanding and unexpired,
the holders of shares of Common Stock shall have received, or, on or after the
record date fixed for the determination of eligible stockholders, shall have
become entitled to receive, without payment therefor, other or additional stock
or other securities or property (including cash) of the Company by way of
dividend or distribution, then, and in each case, this Warrant shall represent
the right to acquire upon exercise hereof, in addition to the number of shares
of Common Stock then receivable upon exercise of this Warrant, and without
payment of any additional consideration therefor, the amount of such other or
additional stock or other securities or property (including cash) that Holder
would have received had it been the holder of record of the shares of Common
Stock receivable as of such record date upon exercise of this Warrant and all
other dividends and distributions  receivable with respect to such
additional stock or other securities or property after such record date and
prior to the date of such exercise of this Warrant, giving effect to all
adjustments called for during such period by the provisions of this Section
4.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.           RIGHTS
OF HOLDER

       

      5.1           No
Impairment.  The Company shall not by any action, including,
without limitation, amending its Certificate of Incorporation or comparable
governing instruments or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder against
impairment.

       

      Upon the
request of Holder, the Company will at any time during the period this Warrant
is outstanding acknowledge in writing, in form reasonably satisfactory to
Holder, the continuing validity of this Warrant and the obligations of the
Company hereunder.

       

      
        	
                6.

              	
                RESERVATION
      AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF ANY
      GOVERNMENTAL AUTHORITY

              


      

       

      From and
after the Issue Date, the Company shall at all times reserve and keep available
for issue upon the exercise of Warrants such number of its authorized but
unissued shares of Common Stock as will be sufficient to permit the exercise in
full of this Warrant.  All shares of Common Stock which shall be so
issuable, when issued upon exercise of any Warrant and payment therefor in
accordance with the terms of such Warrant, shall be duly and validly issued and
fully paid and nonassessable, and not subject to preemptive rights.

       

      7.           REPORTS
UNDER SECURITIES EXCHANGE ACT OF 1934.

       

      With a view to making available to
Holder the benefits of Rule 144 promulgated under the Securities Act or any
other similar rule or regulation of the Commission that may at any time permit
Holder to sell shares of Warrant Stock to the public without registration, the
Company agrees, at all times when Holder may need to rely on Rule 144 to sell
such securities to the public without registration, to furnish to Holder such
information as Holder may reasonably request as necessary to permit Holder to
sell shares of Warrant Stock without registration under Rule 144.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8.           MISCELLANEOUS

       

      8.1.           Notice
Generally.  Any notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder to be made pursuant to
the provisions of this Warrant shall be sufficiently given or made if in writing
and either delivered in person with receipt acknowledged or sent by registered
or certified mail, return receipt requested, postage prepaid, or by electronic
delivery and confirmed by electronic answerback, addressed as
follows:

       

      
        	
                 
      

              	
                (a)  

              	
                If
      to Holder,
at:

              

        

      
        
          	
                	
                   

                	
                  Martha
      Stewart Living Omnimedia, Inc.

                
	 	 	11
      West 42nd
      Street
	 	 	New
      York, NY  10036
	 	 	Attention:
      Gregory Barton, General Counsel
	 	 	Telecopy
      Number: (212) 827-8188


        

      

                 

      
        	
                 
      

              	
                (b)

              	
                If
      to the Company, at

              


      

       

      TurboChef
Technologies, Inc..

      Suite
1900

      Six
Concourse Parkway

      Atlanta,
GA  30328

      Attention:  General
Counsel

      Telecopy Number: (678) 987-1744

      


       

      or at
such other address as may be substituted by notice given as herein
provided.  The giving of any notice required hereunder may be waived
in writing by the party entitled to receive such notice.  Every
notice, demand, request, consent, approval, declaration, delivery or other
communication hereunder shall be deemed to have been duly given or served on the
date on which personally delivered, with receipt acknowledged, electronically
delivered and confirmed by electronic answerback, or three (3) Business Days
after the same shall have been deposited in the United States
mail.  Failure or delay in delivering copies of any notice, demand,
request, approval, declaration, delivery or other communication to the person
designated above to receive a copy shall in no way adversely affect the
effectiveness of such notice, demand, request, approval, declaration, delivery
or other communication.

       

      8.2.           Remedies.  Each
holder of a Warrant, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under the terms of this Warrant.  The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate and to waive the requirement that a holder post
a bond or other security in connection with seeking such relief.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8.3.           Successors and
Assigns.  Subject to the provisions of Sections 3.1, this
Warrant and the rights evidenced hereby shall inure to the benefit of and be
binding upon the successors of the Company and the successors and assigns of
Holder.

       

      8.4.           Amendment.  This
Warrant may be modified or amended or the provisions hereof waived only with the
written consent of the Company and the Majority Holders.

       

      8.5.           Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Warrant.

       

      8.6.           Headings.  The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.

       

      8.7.              Governing
Law.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF
OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed.

       

      


      


      Dated:  April
28, 2008

       

      
        
          	 	TURBOCHEF
      TECHNOLOGIES, INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 /s/
      Richard E. Perlman	 
	 	Name:	 Richard
      E. Perlman	 
	 	Title:  	 Chairman	 
	 	 	 	 


        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Exhibit
A – Exercise Notice

      


      TurboChef
Technologies, Inc.

      Suite
1900

      Six
Concourse Parkway

      Atlanta,
GA  30328

      Attention:  General
Counsel

      


      


      Date:                                ,
20__

      


      The
undersigned hereby elects to exercise his/its Warrant and to purchase ________
shares of Common Stock of TurboChef Technologies, Inc., as provided
below.

      


      The
undersigned further elects:

      


      
        	
                 
      

              	
                ·

              	
                to
      acquire ________ shares through the payment of $ _______ (by wire
      transfer, certified or bank cashier’s check tendered
    herewith)

              


      

      


      
        	
                 
      

              	
                ·

              	
                to
      acquire ________ shares through the delivery of ______ shares of Common
      Stock (valued at $ _______ pursuant to the third paragraph of Section 2.1
      of the Warrant)

              


      

      


      
        	
                 
      

              	
                ·

              	
                to
      acquire ________ shares through the cancellation of a portion of the
      Warrant (which portion is valued at $ ________ pursuant to the third
      paragraph of Section 2.1 of the
Warrant)

              


      

      


      Please
issue the shares as to which this Warrant is exercised in accordance with the
instructions given below.

      


      The
undersigned also makes the representations and warranties set forth on the
Certification Form attached as Exhibit B of the Warrant.

      


       

      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                   

                	______________________	 
	 	 	Signature	 
	 	 	 	 
	 	 	 	 


        
                                                                

      


      


      INSTRUCTIONS
FOR REGISTRATION OF SECURITIES

      


      Name:  ___________________________________________

                            (Print
in block letters)

      


      Address:
__________________________________________

      


      Breakdown
of Certificates: ___________________________

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
B – Certification Form

      


      


      In
connection with the exercise of his/its Warrant, the undersigned hereby
certifies to TurboChef Technologies, Inc., that he/it:

      


      
        	
                 
      

              	
                a.

              	
                is
      an “accredited investor” within the meaning of that term as defined in
      Rule 501(a) promulgated under the Securities Act, and is aware that the
      Warrant (and the Warrant Stock) have not been registered for initial
      issuance under the Securities Act or state securities laws and are being,
      or will be, issued in reliance upon exemptions from registration based in
      part upon its representations
herein.

              


      

       

      
        	
              	
                b.
    

              	
                

                  has a
      financial condition such that he/it is able to bear the risk of
      holding the Warrant or the Warrant Stock for an indefinite period of time
      and can bear the loss of its entire investment in the Warrant or the
      Warrant Stock.

                

              


      

       

      
        	
                 
      

              	
                c.

              	
                has
      such knowledge and experience in financial and business matters and in
      making investments of this type that he/it is capable of evaluating the
      merits and risks of any investment in the Company and has the capacity to
      protect his/its own interests.

              


      

       

      
        	
                 
      

              	
                d.

              	
                will
      acquire the Warrant (and the Warrant Stock) for investment for his/its own
      account and not with a view to any unlawful distribution of any part
      thereof and does not have any contract, undertaking, agreement or
      arrangement with any Person to sell, transfer, or grant participations to
      such Person or to any third person, with respect to the Warrant or the
      Warrant Stock, except for such contract,
      undertakings, agreements or arrangements which would not require
      registration under the Securities Act.

              


      

       

      
        	
              	
                e.

              	
                

                  understands
      that the Warrant and the Warrant Stock may not be sold, transferred, or
      otherwise disposed of without registration under the Securities Act, or an
      exemption therefrom, and that in the absence of an effective registration
      statement covering the Warrant or the Warrant Stock or an available
      exemption from registration under the Securities Act, the Warrant and the
      Warrant Stock must be held indefinitely.  In the absence of an
      effective registration statement covering the Warrant or Warrant Stock,
      he/it will sell, transfer, or otherwise dispose of the Warrant or the
      Warrant Stock only in a manner consistent with its representations and
      agreements set forth herein. He/it has been advised or is aware of the
      provisions of Rule 144 promulgated under Securities Act as in effect from
      time to time, which permits limited resale of shares purchased in a
      private placement subject to the satisfaction of certain conditions,
      including, among other things: the availability of certain current public
      information about the Company, the resale occurring following the required
      holding period under Rule 144 and the number of shares being sold during
      any three month period not exceeding specified
      limitations.  He/it understands and agrees that there will be
      placed on the certificate(s) for the Warrant Stock, or any substitution
      therefor, a securities law restrictive legend in the event that the
      Warrant Stock is not subject of an effective registration
      statement.

                

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
      

       

      
        	
                 
      

              	
                f.

              	
                has
      been furnished access to the business records of the Company and such
      additional information and documents as he/it has requested and has been
      afforded an opportunity to ask questions of and receive answers from
      representatives of the Company concerning the terms and conditions of this
      Warrant, the Company's business, operations, market potential,
      capitalization, financial condition and prospects, and all other matters
      he/it deemed relevant.

              


      

      


       

       

      


                 IN
WITNESS WHEROF, the undersigned has executed this CERTIFICATION this ___ day of
____________, ____.

       

      
        
          	 	 	 
	 	Signature	______________________________	 
	
                   

                	
                   

                	______________________________	 
	 	 	(Print
      Name) 	 
	 	 	______________________________	 
	 	 	(Street
      Address)	 
	 	 	______________________________	 
	 	 	(City)  (State)  (Zip
      Code)	 


        

      

       

      Signed in
the Presence of:

       

      __________________________

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
C – Notice of Transfer

      


      TurboChef
Technologies, Inc.

      Suite
1900

      Six
Concourse Parkway

      Atlanta,
GA  30328

      Attention:  General
Counsel

      


      


      Date:                                ,
20__

      


      The
undersigned hereby notifies TurboChef Technologies, Inc. (the “Company”) that it
intends to transfer the portion of the Holder’s Warrant representing the right
to purchase ________ shares of the Company’s Common Stock as provided
below.  The undersigned represents and warrants to the Company that
such transfer will not cause a violation of applicable state or federal
securities laws.

      


      


      Identity
of
Transferee:         [Name]/[Broker’s
Sale]

      


      Address
of Transferee:       
___________________

      


      Date of
Proposed Transfer:  ___________________

      


      


      


      


                                                            
                                       ____________________________

      


                                                                                                   
Signature