EXHIBIT 1.03
THESE SECURITIES MAY NOT BE PUBLICLY OFFERED OR SOLD UNLESS AT THE TIME OF
SUCH OFFER OR SALE, THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A
PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF
1933 FORMING A PART OF A REGISTRATION STATEMENT, OR POST-EFFECTIVE AMENDMENT
THERETO, WHICH IS EFFECTIVE UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL
TO THE COMPANY SUCH OFFER AND SALE IS EXEMPT FROM THE PROVISIONS OF SECTION 5
OF SAID ACT.
WARRANT
For the Purchase of Shares of Common Stock
of
ORGANIC FOOD PRODUCTS
Void After 5 P.M. , 2002
----------------
No. 1
Warrant to Purchase One Hundred Twenty Thousand (120,000) Shares of
Common Stock
THIS IS TO CERTIFY, that, for value received, Sentra Securities
Corporation (the "Underwriter") or registered assigns, is entitled, subject
to the terms and conditions hereinafter set forth, on or after ____________,
1998 and at any time prior to 5 P.M., Pacific Standard Time ("PST"), on
_______________, 2002, but not thereafter, to purchase such number of shares
of Common Stock (the "Shares") of Organic Food Products, a California
corporation (the "Company"), from the Company as is set forth above and upon
payment to the Company of $6.00 per Share (the "Purchase Price"), if and to
the extent this Warrant is exercised, in whole or in part, during the period
this Warrant remains in force, subject in all cases to adjustment as provided
in Section 2 hereof, and to receive a certificate or certificates
representing the Shares so purchased, upon presentation and surrender to the
Company of this Warrant, with the form of subscription attached hereto,
including changes thereto reasonably requested by the Company, duly executed,
and accompanied by payment of the Purchase Price of each Share.
SECTION 1.
TERMS OF THIS WARRANT
1.1 TIME OF EXERCISE. Subject to the provisions of Sections 1.5 and
3.1 hereof, this Warrant may be exercised at any time and from time to time
after 9:00 A.M., PST, on __________, 1998 (the "Exercise Commencement Date"),
but no later than 5:00 P.M., _________, 2002 (the "Expiration Time") at which
it shall become void, and all rights hereunder shall thereupon cease.
1.2 MANNER OF EXERCISE.
1.2.1 The holder of this Warrant (the "Holder") may exercise this
Warrant, in whole or in part, upon surrender of this Warrant with the form of
subscription attached hereto duly executed, to the Company at its corporate
office in Morgan Hill, California, together with the full Purchase Price for
each Share to be purchased in lawful money of the United States, or by
certified check, bank draft or postal or express money order payable in
United States dollars to the order of the Company, and upon compliance with
and subject to the conditions set forth herein.
1.2.2 Upon receipt of this Warrant with the form of subscription
duly executed and accompanied by payment of the aggregate Purchase Price for
the Shares for which this Warrant is then being exercised, the Company shall
cause to be issued certificates for the total number of whole Shares for
which this Warrant is being exercised in such denominations as are required
for delivery to the Holder, and the Company shall thereupon deliver such
certificates to the Holder or its nominee.
1.2.3 In case the Holder shall exercise this Warrant with respect
to less than all of the Shares that may be purchased under this Warrant, the
Company shall execute a new Warrant for the balance of the Shares that may be
purchased upon exercise of this Warrant and deliver such new Warrant to the
Holder.
1.2.4 The Company covenants and agrees that it will pay when due
and payable any and all taxes which may be payable in respect of the issue of
this Warrant, or the issue of any Shares upon the exercise of this Warrant.
The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issuance or delivery of
this Warrant or of the Shares in a name other than that of the Holder at the
time of surrender, and until the payment of such tax the Company shall not be
required to issue such Shares.
1.3 EXCHANGE OF WARRANT. This Warrant may be split-up, combined or
exchanged for another Warrant or Warrants of like tenor to purchase a like
aggregate number of Shares. If the Holder desires to split-up, combine or
exchange this Warrant, he shall make such request in writing delivered to the
Company at its corporate office and shall surrender this Warrant and any
other Warrants to be so split-up, combined or exchanged, the Company shall
execute and deliver to the person entitled thereto a Warrant or Warrants, as
the case may be, as so requested. The Company shall not be required to
effect any split-up, combination or exchange which will result in the
issuance of a Warrant entitling the Holder to purchase upon exercise a
fraction of a Share. The Company may require the Holder to pay a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any split-up, combination or exchange of Warrants.
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1.4 HOLDER AS OWNER. Prior to due presentment for registration of
transfer of this Warrant, the Company may deem and treat the Holder as the
absolute owner of this Warrant (notwithstanding any notation of ownership or
other writing hereon) for the purpose of any exercise hereof and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
1.5 TRANSFER AND ASSIGNMENT. Prior to one year from the date hereof,
this Warrant may not be sold, hypothecated, exercised, assigned or
transferred, except to individuals who are officers of the Underwriter or any
successor to its business or pursuant to the laws of descent and
distribution, and thereafter and until its expiration shall be assignable and
transferable in accordance with and subject to the provisions of the
Securities Act of 1933 and applicable state securities laws; provided,
however, that if not exercised immediately upon such transfer, this Warrant
shall lapse.
1.6 METHOD OF ASSIGNMENT. Any assignment permitted hereunder shall be
made by surrender of this Warrant to the Company at its principal office with
the form of assignment attached hereto duly executed and funds sufficient to
pay any transfer tax. In such event, the Company shall, without charge,
execute and deliver a new Warrant in the name of the assignee named in such
instrument of assignment and this Warrant shall promptly be canceled. This
Warrant may be divided or combined with other Warrants which carry the same
rights upon presentation thereof at the corporate office of the Company
together with a written notice signed by the Holder, specifying the names and
denominations in which such new Warrants are to be issued.
1.7 RIGHTS OF HOLDER. Nothing contained in this Warrant shall be
construed as conferring upon the Holder the right to vote or to consent or to
receive notice as a shareholder in respect of any meetings of shareholders
for the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. If, however, at any time prior
to the expiration of this Warrant and prior to its exercise, any of the
following shall occur:
(a) the Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend
or distribution payable otherwise than out of current or retained earnings;
as indicated by the accounting treatment of such dividend or distribution on
the books of the Company; or
(b) the Company shall offer to the holders of its Common
Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company,
or any option, right or warrant to subscribe therefor; or
(c) there shall be proposed any capital reorganization or
reclassification of the Common Stock, or a sale of all or substantially all
of the assets of the Company, or a consolidation or merger of the Company
with another entity; or
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(d) there shall be proposed a voluntary or involuntary
dissolution, liquidation or winding up of the Company;
then, in any one or more of said cases, the Company shall cause to be mailed
to the Holder, at the earliest practicable time (and, in any event, not less
than twenty (20) days before any record date or other date set for definitive
action), written notice of the date on which the books of the Company shall
close or a record shall be taken to determine the shareholders entitled to
such dividend, distribution, convertible or exchangeable securities or
subscription rights, or entitled to vote on such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up, as the case may be. Such notice shall also set forth such facts
as shall indicate the effect of such action (to the extent such effect may be
known at the date of such notice) on the Purchase Price and the kind and
amount of the Shares and other securities and property deliverable upon
exercise of this Warrant. Such notice shall also specify the date as of
which the holders of the Common Stock of record shall participate in said
distribution or subscription rights or shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the
Company, the right to exercise this Warrant shall terminate).
Without limiting the obligation of the Company to provide notice to the
holder of actions hereunder, it is agreed that failure of the Company to give
notice shall not invalidate such action of the Company.
1.8 LOST CERTIFICATES. If this Warrant is lost, stolen, mutilated or
destroyed, the Company shall, on such reasonable terms as to indemnity or
otherwise as it may impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination and
tenor as, and in substitution for, this Warrant, which shall thereupon become
void. Any such new Warrant shall constitute an additional contractual
obligation of the Company, whether or not the Warrant so lost, stolen,
destroyed or mutilated shall be at any time enforceable by anyone.
1.9 COVENANTS OF THE COMPANY. The Company covenants and agrees as
follows:
1.9.1 At all times it shall reserve and keep available for the
exercise of this Warrant such number of authorized shares of Common Stock as
are sufficient to permit the exercise in full of this Warrant.
1.9.2 Prior to the issuance of any Shares upon exercise of this
Warrant, the Company shall secure the listing of such Shares upon any
securities exchange or automated quotation system upon which the Company's
Common Stock is listed for trading.
1.9.3 The Company covenants that all Shares when issued upon the
exercise of this Warrant will be validly issued, fully paid, non-assessable
and free of preemptive rights.
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SECTION 2.
ADJUSTMENT OF PURCHASE PRICE
AND NUMBER OF SHARES PURCHASABLE UPON EXERCISE
2.1 STOCK SPLITS. If the Company at any time or from time to time
after the issuance date of this Warrant effects a subdivision of the
outstanding Common Stock, the Purchase Price then in effect immediately
before that subdivision shall be proportionately decreased, and conversely,
if the Company at any time or from time to time after the issuance date of
this Warrant combines the outstanding shares of Common Stock, the Purchase
Price then in effect immediately before the combination shall be
proportionately increased. Any adjustment under this subsection 2.1 shall
become effective at the close of business on the date the subdivision or
combination becomes effective.
2.2 DIVIDENDS AND DISTRIBUTIONS. In the event the Company at any time,
or from time to time after the issuance date of this Warrant makes, or fixes
a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of
Common Stock, then and in each such event the Purchase Price then in effect
shall be decreased as of the time of such issuance or, in the event such a
record date is fixed, as of the close of business on such record date, by
multiplying the Purchase Price then in effect by a fraction (i) the numerator
of which is the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on
such record date, and (ii) the denominator of which shall be the total number
of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the
date fixed therefor, the Purchase Price shall be recomputed accordingly as of
the close of business on such record date and thereafter the Purchase Price
shall be adjusted pursuant to this subsection 2.2 as of the time of actual
payment of such dividends or distributions.
2.3 RECAPITALIZATION OR RECLASSIFICATION. If the Shares issuable upon
the exercise of the Warrant are changed into the same or a different number
of shares of any class or classes of stock, whether by recapitalization,
reclassification or otherwise (other than a subdivision or combination of
shares or stock dividend or a reorganization, merger, consolidation or sale
of assets, provided for elsewhere in this Section 2, then and in any such
event each holder of Warrants shall have the right thereafter to exercise
such Warrant as to the kind and amount of stock and/or other securities and
property receivable upon such reclassification or other change, by the holder
of the number of shares of Shares as to which such Warrant might have been
exercised immediately prior to such reclassification or exchange, all subject
to further adjustment as provided herein.
2.4 SALE OF THE COMPANY. If at any time or from time to time there is
a capital reorganization of the Common Stock (other than a recapitalization,
subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this Section 2 or a merger or
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consolidation of the Company with or into another Company, or the sale of all
or substantially all of the Company's properties and assets to any other
person, then, as a part of such reorganization, merger, consolidation or
sale, provision shall be made so that the holders of the Warrants shall
thereafter be entitled to receive upon exercise of the Warrants, the number
of shares of stock or other securities or property of the Company, or of the
successor Company resulting from such merger or consolidation or sale, to
which a holder of Shares deliverable upon exercise would have been entitled
on such capital reorganization, merger, consolidation, or sale. In any such
case, appropriate adjustment shall be made in the application of the
provisions of this Section 2 with respect to the rights of the holders of the
Warrants after the reorganization, merger, consolidation or sale to the end
that the provisions of this Section (including adjustment of the Purchase
Price then in effect and number of shares purchasable upon exercise of the
Warrants) shall be applicable after that event and be as nearly equivalent to
the provisions hereof as may be practicable.
2.5 OBSERVANCE OF DUTIES. The Company will not, by amendment of its
Certificate of Incorporation 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 to be observed or performed hereunder by the
Company but will at all times in good faith assist in the carrying out of all
the provisions of this section 2 and in the taking of all such action as may
be necessary or appropriate in order to protect the Exercise Rights of the
holders of the Warrants against dilution or other impairment.
SECTION 3.
REGISTRATION UNDER THE SECURITIES ACT OF 1933
3.1 REGISTRATION AND LEGENDS. This Warrant and the Shares issuable
upon exercise of this Warrant have not been registered under the Securities
Act of 1933, as amended ("the Act"). Upon exercise, in part or in whole, of
this Warrant, the certificates representing the Shares shall bear the
following legend:
THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933 ("ACT") OR THE SECURITIES OR BLUE SKY LAWS
OF ANY STATE AND MAY NOT BE OFFERED AND SOLD UNLESS REGISTERED
AND/OR QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL
AND STATE SECURITIES OR BLUE SKY LAWS OR AN EXEMPTION FROM SUCH
REGISTRATION OR QUALIFICATION APPLICABLE. THEREFORE, NO SALE OR
TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR
TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO
GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION
SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR
APPROVED UNDER APPROPRIATE STATE OR BLUE SKY LAWS, OR (B) THE
ISSUER SHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL
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SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR
APPROVAL IS NOT REQUIRED.
3.2 NO ACTION LETTER. The Company agrees that it shall be satisfied
that no post-effective amendment or new registration is required for the
public sale of the Shares if it shall be presented with a letter from the
Staff of the Securities and Exchange Commission (the "Commission") stating in
effect that, based upon stated facts which the Company shall have no reason
to believe are not true in any material respect, the Staff will not recommend
any action to the Commission if such shares are offered and sold without
delivery of a prospectus, and that, therefore, no post-effective amendment to
the Registration Statement under which such Shares are to be registered or
new registration statement is required to be filed.
3.3 DEMAND REGISTRATION RIGHTS. On one occasion at any time after the
Exercise Commencement Date and before the Expiration Time, the Company shall,
upon the demand of the holders of a majority of the Shares, register the
Shares, file a new Registration Statement, and file all necessary
undertakings with the Commission so as to permit the Underwriter, or any
assignee of the Underwriter, the right to sell publicly the Shares issued on
exercise of this Warrant. The Company will bear all expenses attendant to
registering the securities (subject to Section 3.5(e)).
3.4 PIGGYBACK REGISTRATION RIGHTS. In the event that the Underwriter
does not exercise its right to demand that the Shares be registered, the
Company agrees to include any appropriate Shares issuable upon exercise of
the Warrants in any Registration Statement filed by the Company at any time
within five (5) years from the effective date of the Company's first
Registration Statement as filed in 1997 (except for any registration on Forms
S-4 or S-8 or similar forms).
3.5 COVENANTS REGARDING REGISTRATION. In connection with any
registration under Section 3.3 or 3.4 hereof, the Company covenants and
agrees as follows:
(a) The Company will, within twenty days after written
request from the Representative, take all steps necessary to effectuate
preparation and filing with the Securities and Exchange Commission of the
registration statement as required by and in compliance with the Act.
(b) The Company shall keep such registration statement
effective for the lesser of (i) one hundred twenty (120) days, or (ii) the
period of time in which the Holders of such securities have effected the
distribution of their Shares. During such period the Company shall prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of the Act with
respect to the disposition of all securities covered by such registration
statement.
(c) The Company shall notify each Holder of Shares covered
by such registration statement at any time when a prospectus relating thereto
is required to be delivered under the Act of the happening of any event as a
result of which the prospectus included in such
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registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing.
(d) The Company shall furnish to the Holders such numbers
of copies of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Act, and such other documents as they may
reasonably request in order to facilitate the disposition of the Shares owned
by them.
(e) The Company shall pay all costs, fees, and expenses in
connection with new registration statements under Section 3.3 (excluding the
costs attendant to a second demand registration) and Section 3.4 hereof
including, without limitation, the Company's legal and accounting fees,
printing expenses, blue sky fees and expenses, except that the Company shall
not pay for any of the following costs and expenses: (i) underwriting
discounts and commissions allocable to the Shares, (ii) state transfer taxes,
(iii) brokerage commissions, (iv) fees and expenses of counsel and
accountants for the holders of this Warrant or the Shares.
(f) The Company will take all necessary action which may be
required in qualifying or registering the Shares included in any Registration
Statement or post-effective amendment or new registration statement for
offering and sale under the securities or blue sky laws of such states as are
reasonably requested by the holders of such Shares, provided that the Company
shall not be obligated to execute or file any general consent to service or
process or to qualify as a foreign corporation to do business under the laws
of any such jurisdiction.
(g) The Holder shall be entitled to pay the Purchase Price
for the Shares purchasable upon the exercise of this Warrant out of the
proceeds of any sale of the Shares purchasable upon its exercise.
3.6 INDEMNITY.
3.6.1 The Company shall indemnify and hold harmless each person
registering securities pursuant to this Section (the "Seller") and each
underwriter, within the meaning of the Act, who may purchase from or sell for
any Seller any of the Common Stock from and against any and all losses,
claims, damages, and liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in any new registration
statement or any supplemented prospectus under the Act included therein
required to be filed or furnished by reason of this Section, or caused by any
omission or alleged omission to state therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or alleged untrue
statement or omission or alleged omission based upon information furnished or
required to be furnished in writing to the Company by such Seller or
underwriter within the meaning of such Act; provided, however, that the
indemnity agreement set forth in this Section 3.6 with respect to any
prospectus which shall be subsequently amended prior to the written
confirmation of sale of any Shares shall not inure to the benefit of any
Seller or underwriter from whom the person asserting any such losses, claims,
damages or liabilities purchased such Shares
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which are the subject thereof (or to the benefit of any person controlling
such Seller or underwriter), if such Seller or underwriter failed to send or
give a copy of the prospectus as amended to such person at or prior to the
written confirmation of the sale of such Shares and if such amended
prospectus did not contain any untrue statement or alleged untrue statement
or omission or alleged omission giving rise to such cause, claim, damage, or
liability.
3.6.2 Each Seller which avails itself of the procedures under this
Section 3 shall indemnify and secure the agreement of any underwriter which
the Seller employs to indemnify the Company, its directors, each officer
signing the related post-effective amendment or registration statement and
each person, if any, who controls the Company, within the meaning of the Act
from and against any losses, claims, damages, and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained in
any post-effective amendment or registration statement or any prospectus
required to be filed or furnished by reason of this Section 3 or caused by
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
insofar as such losses, claims, damages, or liabilities are caused by any
untrue statement or alleged untrue statement or omission or alleged omission
based upon information furnished in writing to the Company by any such Seller
or underwriter expressly for use therein.
3.7 SURVIVAL OF OBLIGATIONS. The agreements in this Section 3 shall
continue in effect regardless of the exercise and surrender of this Warrant.
SECTION 4.
OTHER MATTERS
4.1 PAYMENT OF TAXES. The Company will from time to time promptly pay,
subject to the provisions of paragraph (4) of Section 1.2 hereof, all taxes
and charges that may be imposed upon the Company in respect of the issuance
or delivery of this Warrant or the Shares purchasable upon the exercise of
this Warrant.
4.2 BINDING EFFECT. All the covenants and provisions of this Warrant
by or for the benefit of the Company shall bind and inure to the benefit of
its successors and assigns hereunder.
4.3 NOTICES. Notices or demands pursuant to this Warrant to be given
or made by the Holder to or on the Company shall be sufficiently given or
made if sent by certified or registered mail, return receipt requested,
postage prepaid, or facsimile and addressed, until another address is
designated in writing by the Company, as follows:
Organic Food Products
550 Monterey Highway
Morgan Hill, California 95037
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Notices to the Holder provided for in this Warrant shall be deemed given or
made by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at his last known
address as it shall appear on the books of the Company.
4.4 GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the State of California.
4.5 PARTIES BOUND AND BENEFITTED. Nothing in this Warrant expressed
and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the Company and the Holder any right, remedy or claim
under promise or agreement hereof, and all covenants, conditions,
stipulations, promises and agreements contained in this Warrant shall be for
the sole and exclusive benefit of the Company and its successors and of the
Holder, its successors and, if permitted, its assignees.
4.6 HEADINGS. The Section headings herein are for convenience only and
are not part of this Warrant and shall not affect the interpretation thereof.
IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
under its corporate seal as of the ___ day of ________, 1997.
ORGANIC FOOD PRODUCTS
By:
-------------------------------------
Floyd Hill, Chief Executive Officer
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ORGANIC FOOD PRODUCTS
Assignment of Warrant
FOR VALUE RECEIVED, Sentra Securities Corporation hereby sells, assigns
and transfers unto ____________________________________________ the within
Warrant and the rights represented thereby, and does hereby irrevocably
constitute and appoint _______________________________ Attorney, to transfer
said Warrant on the books of the Company, with full power of substitution.
Dated:
---------------------
Signed:
-------------------------------
Signature guaranteed:
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ORGANIC FOOD PRODUCTS
550 Monterey Highway
Morgan Hill, California 95037
Subscription Agreement for the Exercise of Warrants
The undersigned hereby irrevocably subscribes for the purchase of
_____________ Shares pursuant to and in accordance with the terms and
conditions of this Warrant, and herewith makes payment, covering such Shares
which should be delivered to the undersigned at the address stated below,
and, if said number of Shares shall not be all of the Shares purchasable
hereunder, that a new Warrant of like tenor for the balance of the remaining
Shares purchasable hereunder be delivered to the undersigned at the address
stated below.
The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any Shares unless either (a) a registration
statement, or post-effective amendment thereto, covering the Shares has been
filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), such sale, transfer or other disposition
is accompanied by a prospectus meeting the requirements of Section 10 of the
Act forming a part of such registration statement, or post-effective
amendment thereto, which is in effect under the Act covering the Shares to be
so sold, transferred or otherwise disposed of, and all applicable state
securities laws have been complied with, or (b) counsel to Organic Food
Products satisfactory to the undersigned has rendered an opinion in writing
and addressed to Organic Food Products that such proposed offer, sale,
transfer or other disposition of the Shares is exempt from the provisions of
Section 5 of the Act in view of the circumstances of such proposed offer,
sale, transfer or other disposition; (2) Organic Food Products may notify the
transfer agent for the Shares that the certificates for the Shares acquired
by the undersigned are not to be transferred unless the transfer agent
receives advice from Organic Food Products that one or both of the
conditions referred to in (1)(a) and (1)(b) above have been satisfied; and
(3) Organic Food Products may affix the legend set forth in Section 3.1 of
this Warrant to the certificates for the Shares hereby subscribed for, if
such legend is applicable.
Dated: Signed:
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Signature guaranteed: Address:
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