THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE REOFFERED
AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH HEREIN.
EXERCISABLE AT ANY TIME UNTIL 5:00 P.M., NEW YORK CITY TIME, ON THE
FIFTH ANNIVERSARY OF THE EXPIRATION DATE OR, IF NOT A BUSINESS DAY, THE
IMMEDIATELY FOLLOWING BUSINESS DAY UNLESS EXTENDED PURSUANT TO THIS WARRANT
CERTIFICATE.
No.
ALL AMERICAN FOOD GROUP, INC.WARRANT CERTIFICATE
Warrant Certificate for One Warrant
to Purchase _______ shares of Common Stock
of All American Food Group, Inc.
This Warrant Certificate certifies that, for value received,
_____________________, Inc., or registered assigns (the "Holder"), is the
owner of one Warrant (as defined below), which entitles the Holder to purchase
at any time from and after the date hereof and until 5:00 p.m., New York City
time, on the fifth anniversary of the issue date or, if not a business day,
the immediately following business day, at the purchase price equal to $______
(the "Exercise Price"), up to an aggregate of _______ shares of common stock,
par value $.01 per share (the "Common Stock"), of All American Food Group,
Inc., a New Jersey corporation (the "Company"). The number of shares
purchasable upon exercise of the Warrants and the Exercise Price shall be
subject to adjustment from time to time as herein provided. In this Warrant
Certificate, the right to purchase each share of Common Stock is referred to
as a "Warrant"; the shares of Common Stock or, pursuant to the terms hereof,
other securities, issuable upon exercise of the Warrants are referred to as
the "Warrant Shares."
The Warrants are subject to the following terms, conditions and
provisions:
SECTION 1. Registration; Transferability; Exchange of Warrant
Certificate.
1.1 Registration. The Company shall number and register each Warrant
in a register (the "Warrant Register") maintained at the office of the Company
(the "Office") as they are issued by the Company. The Company shall be
entitled to treat the Holder of any Warrant as the owner in fact thereof for
all purposes and shall not be bound to recognize any equitable or other claim
to or interest in such Warrant on the part of any other person, and shall not
be liable for any registration of transfer of Warrants which are registered or
to be registered in the name of a fiduciary or the nominee of a fiduciary
unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration or transfer, or
with knowledge of such facts that its participation therein amounts to bad
faith.
1.2 Transfer. Subject to compliance with the restrictions on transfer
set forth herein and in Section 3 hereof, the Warrants shall be transferable
only on the Warrant Register maintained at the Office upon delivery thereof
duly endorsed by the Holder or by his, her or its duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment or
authority to transfer. In all cases of transfer by an attorney, the original
power of attorney, duly approved, or a copy thereof, duly certified, shall be
deposited and remain with the Company. In case of transfer by executors,
administrators, guardians or other legal representatives, duly authenticated
evidence of their authority shall be produced, and may be required to be
deposited and to remain with the Company in its discretion.
1.3 Exchange of Warrant Certificates. Subject to the provisions
herein, each Warrant Certificate may be exchanged for another Warrant
Certificate(s) entitling the Holder to purchase a like aggregate number of
Warrant Shares as this Warrant Certificate then entitles such Holder to
purchase. If the Holder desires to exchange this Warrant Certificate, it shall
make such request in writing and deliver it to the Company, and shall
surrender, properly endorsed, this Warrant Certificate. Thereupon, the Company
shall sign and deliver to the person entitled thereto a new Warrant
Certificate as so requested.
SECTION 2. Terms of Warrants; Exercise of Warrants.
2.1 Terms of Warrants. Subject to the terms of this Warrant
Certificate, each Holder shall have the right, which may be exercised at any
time from the date hereof until 5:00 p.m., New York City time, on the fifth
anniversary of the issue date or, if not a business day, the immediately
following business day (the "Expiration Date") to purchase from the Company
(and the Company shall issue and sell to the Holder of the Warrant) up to an
aggregate of _______ fully paid and nonassessable Warrant Shares or such other
number of Warrant Shares which the Holder may at the time be entitled to
purchase in accordance with this Warrant Certificate. Each Warrant not
exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall
become void, and all rights under this Warrant Certificate shall cease as of
such time.
2.2 Exercise of Warrants. The Warrants evidenced by this Warrant
Certificate may be exercised in whole or in part upon surrender to the
Company, at its Office, of this Warrant Certificate, with the Purchase Form
attached hereto duly completed and signed, and upon payment to the Company of
the Exercise Price for the number of Warrant Shares in respect of which such
Warrants are then exercised. Payment of the aggregate Exercise Price shall be
at the option of the Holder in cash or by bank check payable to the order of
the Company or a combination thereof.
Subject to Section 3 hereof, upon the surrender of this Warrant
Certificate, with the Purchase Form duly executed and payment of the Exercise
Price as aforesaid, the Company shall cause to be issued and delivered with
all reasonable dispatch to or upon the written order of the Holder and in such
name or names as the Holder may designate a certificate(s) for the number of
Warrant Shares so purchased, together, at the option of the Company as
provided in Section 7 hereof, with cash in respect of any fractional Warrant
Shares otherwise issuable upon such surrender. Such certificate(s) shall be
deemed to have been issued as of the date of the surrender of this Warrant
Certificate and
payment of the Exercise Price, as aforesaid. The rights of purchase
represented by this Warrant Certificate shall be exercisable, at the election
of the Holder, either in full at any time or from time to time in part prior
to the Expiration Date. In the event that the Holder of this Warrant
Certificate shall exercise fewer than all the Warrants evidenced hereby at any
time prior to the Expiration Date, a new Warrant Certificate evidencing the
remaining unexercised Warrant(s) shall be issued.
2.3 Exercise Price. The price per share at which each Warrant Share
shall be purchased upon exercise of each Warrant shall be equal to $______,
subject to adjustment pursuant to Section 6 hereof.
SECTION 3. Payment of Taxes. The Company covenants and agrees that it
will pay when due and payable all documentary, stamp and other taxes, if any,
which may be payable in respect of the issuance or delivery of any Warrant or
of the Warrant Shares purchasable upon the exercise of such Warrants;
provided, however, that the Company shall not be required to pay any tax or
other governmental charge which may be payable in respect of any transfer
involved in the transfer or delivery of any warrant or the issuance or
delivery of certificates for Warrant Shares in a name other than that of the
Holder of such Warrants.
SECTION 4. Mutilated or Missing Warrants. In the event this Warrant
Certificate shall be mutilated, lost, stolen or destroyed, the Company shall
issue and deliver in exchange and substitution for and upon cancellation of
the mutilated Warrant Certificate, or in lieu of and in substitution for the
Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of
like tenor and representing an equivalent right or interest, but only upon, in
the event of a lost, stolen or destroyed certificate, receipt of evidence
satisfactory to the Company of such loss, theft or destruction. An applicant
for such a substitute Warrant Certificate shall also comply with such other
reasonable regulations and pay such other reasonable charges as the Company
may prescribe.
SECTION 5. Reservation and Availability of Warrant Shares; Purchase and
Cancellation of Warrants.
5.1 Reservation of Warrant Shares.
(a) The Company shall at all times reserve and keep
available free from preemptive rights, out of the aggregate of its authorized
but unissued shares of Common Stock, for the purpose of enabling it to satisfy
any obligations to issue the Warrant Shares upon exercise of Warrants, the
full number of Warrant Shares deliverable upon the exercise of all outstanding
Warrants evidenced by this Warrant Certificate. The Company or, if appointed,
the transfer agent for the Common Stock and every subsequent transfer agent
for any shares of the Company's capital stock issuable upon the exercise of
any of the rights of purchase aforesaid (each, a "Transfer Agent") will be
irrevocably authorized and directed at all times to reserve such number of
authorized shares as shall be required for such purpose. The Company will keep
a copy of this Warrant Certificate on file with each Transfer Agent. The
Company will furnish such Transfer Agent a copy of all notices of adjustments
and certificates related thereto which are transmitted to the Holder pursuant
to Section 6 hereof.
(b) The Company covenants that all Warrant Shares issuable
upon exercise of Warrants will, upon issuance, be fully paid, nonassessable
and free from preemptive rights and free from all taxes, liens, charges, and
security interests with respect to the issuance thereof.
(c) Before taking any action which would cause an adjustment
pursuant to Section 6 reducing the Exercise Price, the Company will take any
and all corporate action which may, in the opinion of its counsel (which may
be counsel employed by the Company), be necessary in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares at
the Exercise Price as so adjusted.
5.2 Warrant Shares Record Date. Each person in whose name any stock
certificate for Warrant Shares is issued shall for all purposes be deemed to
have become the holder of record of the Warrant Shares represented thereby on,
and such stock certificate shall be dated the date upon which this Warrant
Certificate was duly surrendered and payment of the Exercise Price (and any
applicable transfer taxes) was made.
5.3 Purchase of Warrants by the Company. The Company shall have the
right, except as limited by law, other agreements or herein, to purchase or
otherwise acquire in negotiated transactions Warrants evidenced hereby at such
times, in such manner and for such consideration as it may deem appropriate.
5.4 Cancellation of Warrants. Any Warrant Certificate surrendered for
exchange, substitution, transfer or exercise in whole or in part shall be
canceled by the Company and retired.
SECTION 6. Adjustment of Number of Warrant Shares and Exercise Price.
The number and kind of securities purchasable upon the exercise of each
Warrant and the Exercise Price shall be subject to adjustment from time to
time upon the happening of certain events as hereinafter described.
6.1 Mandatory Adjustments. The number and kind of securities
purchasable upon the exercise of each Warrant and the Exercise Price shall be
subject to adjustment as follows:
(a) In case the Company shall (i) declare or pay a dividend
on its outstanding Common Stock in shares of Common Stock or make a
distribution to all holders of its outstanding Common Stock in shares of
Common Stock, (ii) subdivide its outstanding shares of Common Stock into a
greater number of shares of Common Stock, (iii) combine its outstanding shares
of Common Stock into a smaller number of shares of Common Stock or (iv) issue
by reclassification of its shares of Common Stock other securities of the
Company (including any such reclassification in connection with a
consolidation, merger or other business combination in which the Company is
the surviving corporation), the number and kind of Warrant Shares purchasable
upon exercise of each Warrant shall be adjusted so that the Holder of each
Warrant upon exercise thereof shall be entitled to receive the kind and number
of Warrant Shares or other securities of the Company that the Holder would
have owned or have been entitled to receive after the happening of any of the
events described above had such Warrant been exercised immediately prior to
the happening of such event or any record date with respect thereto. An
adjustment made pursuant to this paragraph (a) shall become effective on the
date of the dividend payment, subdivision, combination or issuance retroactive
to the record date with respect thereto, if any, for such event. Such
adjustment shall be made successively whenever such an issuance is made.
(b) No adjustment in the number of Warrant Shares
purchasable hereunder shall be required unless such adjustment would require
an increase or decrease of at least one percent (1%) in the number of Warrant
Shares purchasable upon the exercise of each Warrant; provided, however, that
any adjustments which by reason of this Section 6.1(b) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment. All calculations shall be made to the nearest one-thousandth of a
share. No adjustment need be made for a change in the par value of the Warrant
Shares.
6.2 Voluntary Adjustment by the Company. The Company may at its
option, at any time during the term of the Warrants, reduce the then current
Exercise Price to any amount deemed appropriate by the Board of Directors of
the Company; provided that if the Company elects so to reduce the then current
Exercise Price, such reduction shall remain in effect for at least a 15-day
period, after which time the Company may, at its option, reinstate the
Exercise Price in effect prior to such reduction.
6.3 Notice of Adjustment. Upon any adjustment of the number of
Warrant Shares purchasable upon the exercise of each Warrant or the Exercise
Price of such Warrant, as herein provided, the Company shall promptly mail
within 10 days thereafter by first class mail, postage prepaid, to each Holder
a notice of such adjustment(s) and a certificate of the Chief Financial
Officer of the Company, accompanied by the report thereon by a firm of
independent public accountants selected by the Board of Directors of the
Company (who may be the regular accountants for the Company), setting forth in
reasonable detail (i) the number of Warrant Shares purchasable upon the
exercise of each Warrant and the Exercise Price of such Warrant after such
adjustment(s), (ii) a brief statement of the facts requiring such
adjustment(s) and (iii) the computation by which such adjustment(s) was made.
6.4 No Adjustment for Dividends. Except as provided in Section 6.1
hereof, no adjustment in respect of any dividends or other payments or
distributions made to holders of securities issuable upon exercise of Warrants
shall be made during the term of a Warrant or upon the exercise of a Warrant.
6.5 Preservation of Purchase Rights Upon Merger, Consolidation, etc.
In case of any consolidation of the Company with or merger of the Company into
another person (whether or not the Company is the surviving corporation), or
in the case of any sale, transfer or lease to another person of all or
substantially all the property of the Company, the Company or such successor
or purchasing person, as the case may be, shall deliver to the Holder an
undertaking that the Holder shall have the right thereafter upon payment of
the Exercise Price in effect immediately prior to such action to purchase upon
exercise of each Warrant the kind and amount of securities, cash and property
which the Holder would have owned or have been entitled to receive after the
happening of such consolidation, merger, sale, transfer or lease had such
Warrant been exercised immediately prior to such action, and if the successor
or purchasing person is not a corporation, such person shall provide
appropriate tax indemnification with respect to such shares and other
securities and property so that, upon exercise of the Warrants, the Holder
thereof would have the same benefits he otherwise would have had if such
successor or purchasing person were a corporation. Such undertaking shall
provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 6. The provisions
of this Section 6.5 shall similarly apply to successive consolidations,
mergers, sales, transfers or leases.
6.6 Statement on Warrants. Irrespective of any adjustments in the
number or kind of securities purchasable upon the exercise of the Warrants or
the Exercise Price, any Warrant Certificate theretofore or thereafter issued
may continue to express the same price and number and kind of shares as are
stated in this Warrant Certificate.
SECTION 7. Fractional Interests. The Company shall issue, upon
request of the Holder, fractional Warrant Shares on the exercise of Warrants.
If more than one Warrant shall be presented for exercise in full at the same
time by a Holder, the exercise thereof shall be computed on the basis of the
aggregate number of Warrant Shares purchasable on exercise of the Warrants so
presented. If any fraction of a Warrant Share would be issuable on the
exercise of any Warrant (or specified portion thereof), the Company may, in
its sole discretion, issue such fraction of a Warrant Share or pay to the
Holder of the Warrant an amount in cash equal to the then current market price
per share of Common Stock computed as of the trading day immediately preceding
the date the Warrant is presented for exercise, multiplied by such fraction
(but in no event less than an amount equal to such fraction multiplied by the
Exercise Price in effect at such time) or if the Common stock is not then
currently traded such amount as the Board of Directors of the Company shall in
good faith determine.
SECTION 8. Registration Rights.
8.1 General. Unless otherwise agreed, after the 60th day following
the date hereof, the Company shall file a registration statement with the
Securities and Exchange Commission (the "Commission") under the Securities Act
providing for the public sale of all of the Warrant Shares.
8.2 Procedures. The following provisions shall also be applicable to
any such registration statement utilized pursuant to this Section 8:
(i) The registered holders whose shares of Warrant Shares
are to be included in any such registration statement (the "Sellers") shall
furnish the Company with such appropriate information (relating to the
intentions of such holders) in connection therewith as the Company shall
reasonably request in writing. Following the effective date of the
registration statement, the Company shall upon the request of any Seller
forthwith supply such reasonable number of prospectuses meeting the
requirements of the Securities Act as shall be requested by such Seller to
permit such Seller to make a public offering of all the securities of such
Seller included therein. The Company shall use reasonable efforts (i) to keep
such registration statement current until resales of such securities are
permitted pursuant to Rule 144 under the Securities Act (or, if earlier, until
all such securities are sold pursuant to the registration statement); (ii) to
qualify such securities for sale in such states as the Sellers shall
reasonably designate at the cost and expense of the Company provided that no
such qualification shall be required in any jurisdiction where, as a result
thereof, the Company would be subject to service of general process or to
taxation as a foreign corporation doing business in such jurisdiction to which
it is not then subject; and (iii) to qualify such offering, at the cost and
expense of the Company with the National Association of Securities Dealers,
Inc., if applicable.
(ii) The Company shall indemnify and hold harmless each
Seller and each underwriter, within the meaning of the Securities Act, who may
purchase from or sell for any Seller any Warrant Shares from and against any
and all loss, liability, claim, damage and expense whatsoever (including, but
not limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever) arising out of any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement or any amendment thereto or any prospectus included therein required
to be filed or furnished by reason of this Section 8, or caused by any
omission or alleged omission to state therein a material fact requiring to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except insofar as
such loss, liability, claim, damage or expense is caused by any such untrue
statement or alleged untrue statement or omission or alleged omission based
upon information furnished in writing to the Company by such Seller or
underwriter expressly for use therein, which indemnification shall include
each person, if any, who controls any such Seller or underwriter within the
meaning of the Securities Act; provided, however, that the indemnity agreement
by the Company set forth in this Section 8 with respect to any such prospectus
which shall be subsequently amended prior to the written confirmation of the
sale of any such Shares, shall not inure to the benefit of any Seller or
underwriter from whom the person asserting any such loss, liability, claim,
damage or expense purchased the Shares 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 so
amended to such person at or prior to the written confirmation of the sale of
such Shares to such person and if the amended prospectus did not contain any
untrue statement or alleged untrue statement or omission or alleged omission
giving rise to such loss, liability, claim, damage or expense.
(iii) Such Seller and underwriter shall at the same time
indemnify the Company, their respective directors, each officer signing the
related registration statement and each person, if any, who controls the
Company, within the meaning of the Securities Act, from and against any and
all loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever) arising out of any untrue statement of a
material fact contained in any registration statement or any prospectus
required to be filed or furnished by reason of this Section 8 or caused by any
omission or alleged omission to state therein a material fact to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, insofar as such
loss, liability, claim, damage or expense is 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.
SECTION 9. No Rights as Stockholders; Notices to Holder. Nothing
contained in this Warrant Certificate shall be construed as conferring upon
the Holder or its transferees the right to vote or to receive dividends
(except as provided in Section 6 hereof) or to consent or to receive notice as
stockholders in respect of any meeting of stockholders of the Company for the
election of the directors of the Company or any other matter, or any rights
whatsoever as stockholders of the Company. If, however, at any time prior to
the expiration of the Warrants and prior to their exercise, any of the
following events shall occur:
(a) the Company shall declare any dividend payable in cash
or in any securities upon its shares of Common Stock or make any distribution
to the holders of its shares of Common Stock;
(b) the Company shall offer to all holders of its shares of
Common Stock any additional shares of Common Stock or securities convertible
into or exchangeable for shares of Common Stock or any right to subscribe for
or purchase any thereof;
(c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation, merger, sale, transfer or
lease of all or substantially all of its property, assets and business as an
entirety) shall be proposed; or
(d) any consolidation or merger to which the Company is a
party and for which approval of the holders of Common Stock is required, or of
the conveyance or transfer of the properties and assets of the Company as, or
substantially as, an entirety, or of any reclassification or change of
outstanding shares of Common Stock issuable upon exercise of the Warrants
(other than a change in par value to no par value, or from no par value to par
value) or as a result of a subdivision or combination.
then in any one or more of said events, the Company shall give to the
Holder by registered mail (return receipt requested) at least 20 days prior to
the applicable record date hereinafter specified, a written notice stating (i)
the date as of which the holders of record of shares of Common Stock to be
entitled to receive any such dividends, distributions, rights or warrants are
to be determined or (ii) the date on which any such dissolution, liquidation,
winding up, consolidation, merger, conveyance or transfer is expected to
become effective and the date as of which it is expected that holders of
record of shares of Common Stock shall be entitled to exchange their shares of
Common Stock for securities or other property, if any, deliverable upon such
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation, or winding up. Failure to mail or receive such notice or any
defect therein or in the mailing thereof shall not affect the validity of any
action taken in connection with such dividend, distribution or subscription
rights, or such proposed dissolution, liquidation, winding up, consolidation,
merger, conveyance, transfer or reclassification.
SECTION 10. Identity of Transfer Agent. Forthwith upon the
appointment of any Transfer Agent for the Common Stock, or any other shares of
the Company's capital stock issuable upon the exercise of the Warrants, the
Company shall promptly notify the Holder of the name and address of such
Transfer Agent.
SECTION 11. Notices. Any notice, except as provided in Section 9 of
this Warrant Certificate, or demand authorized by this Warrant Certificate to
be given by the Holder to the Company, shall be in writing and shall be
delivered in person or by facsimile transmission, or mailed by first class
mail, postage prepaid, to the Company, at 000 Xxx Xxx Xxxxx, Xxxxx Xxxxxxxxxx,
Xxx Xxxxxx 00000. The Company may change the address to which notices to it
are to be delivered or mailed hereunder by notice to the Holder.
Any notice pursuant to this Warrant Certificate by the Company to the
Holder shall be in writing and shall be mailed by first class mail, postage
prepaid, or otherwise delivered, to the Holder at its address on the books of
the Warrant Register.
Notices delivered personally shall be effective at the time delivered
by hand, notices sent by mail shall be effective two days after mailing,
notices sent by facsimile transmission shall be effective when receipt is
acknowledged and notices sent by courier guaranteeing next day delivery shall
be effective on the next business day after timely delivery to the courier.
SECTION 12. Supplements and Amendments. This Warrant Certificate may
not be supplemented, amended or otherwise modified without the prior written
consent of the Holder.
SECTION 13. Successors. All the covenants and provisions of this
Warrant Certificate by or for the benefit of the Company shall bind and inure
to the benefit of its respective successors and assigns hereunder.
SECTION 14. Merger or Consolidation of the Company. The Company will
not merge or consolidate with or into, or sell, transfer or lease all or
substantially all of its property to, any other corporation unless the
successor, transferee or lessee corporation, as the case may be (if not the
Company), shall expressly assume that due and punctual performance and
observance of each and every covenant and condition of this Warrant
Certificate to be performed and observed by the Company.
SECTION 15. Applicable Law. This Warrant Certificate and the Warrants
evidenced hereby shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to principles of conflict
of laws. The Company and the Holder agree to submit to the jurisdiction of the
courts of the State of New York in any action or proceeding arising out of or
relating to this Warrant Certificate and the Warrants evidenced hereby.
SECTION 16. Benefits of this Warrant Certificate. Nothing in this
Warrant Certificate shall be construed to give to any person or entity other
than the Company and the Holder any legal or equitable right, remedy or claim
under this Warrant Certificate; and this Warrant Certificate shall be for the
sole and exclusive benefit of the Company and the Holder.
SECTION 17. Captions. The captions of the Sections and paragraphs of
this Warrant Certificate have been inserted for convenience only and shall
have no substantive effect.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be duly executed as of this __ day of March, 1998.
ALL AMERICAN FOOD GROUP, INC.
By:
--------------------------------
Name:
Title:
PURCHASE FORM
(To be executed upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase __________ shares of
Common Stock as provided for herein and herewith tenders in payment for such
shares of Common Stock payment of the purchase price in full in the form of
cash or a bank check payable to the order of All American Food Group, Inc. or
a combination thereof in the amount of $________, all in accordance with the
terms hereof. The undersigned requests that a certificate for such shares of
Common Stock be registered in the name of _________________________ whose
address is ______________________________________ and that such certificate
shall be delivered to ____________________ whose address is
________________________________________. If said number of shares of Common
Stock is less than all of the shares of Common Stock purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the right
to purchase the remaining balance of the shares of Common Stock be registered
in the name of ______________________ whose address is
________________________________ and that such certificate shall be delivered
to _____________________ whose address is _____________________________________.
Dated: ________________________________
________________________________
(Insert social security or other
identifying number of holder)
Signature
------------------------------
Note: Signature must conform in all respects to name of holder as
specified on the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, unless this Warrant
Certificate has been assigned.
ASSIGNMENT
(To be executed only upon assignment of the Warrant Certificate)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto __________________________________________ (Name and Address of
Assignee Must Be Printed or Typewritten) the within Warrant Certificate,
together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint ______________________, Attorney, to
transfer said Warrant Certificate on the books of the within-named Company,
with full power of substitution in the premises.
Dated: ___________________, 19__
-------------------------------
Signature of Registered Holder
Note: The above signature must correspond with the name as written on
the face of this Warrant Certificate in every particular, without alteration
or enlargement or any change whatever.
