This warrant and the shares issuable upon exercise hereof have not been
registered under the securities act of 1933, as amended (the "Act"), or under
any state securities laws. The warrant and the shares may not be sold, pledged,
hypothecated, or offered for sale or otherwise distributed in the absence of (a)
an effective registration statement for the warrant and the shares under the act
and under applicable state securities law or (b) an opinion of counsel
satisfactory to the company that registration under the act and state securities
law is not required.
WARRANT NO. __ WARRANT EXPIRATION DATE: ________________
WARRANT TO PURCHASE ____SHARES OF
COMMON STOCK OF
OREGON BAKING COMPANY, DBA ▇▇▇▇▇▇ BAKING
This certifies that ________________(the "Holder") and the Holder's
registered successors and assigns are entitled, subject to the terms and
conditions set forth below, to purchase from OREGON BAKING COMPANY, DBA ▇▇▇▇▇▇
BAKING, an Oregon corporation (the "Company"), ___ (__) shares of the Company's
Common Stock (the "Warrant Shares") at the greater of (i) Three Dollars and
Twenty-Five Cents ($3.25) per share, or (ii) the Fair Market Value (as defined
below) of a share of the Company's Common Stock on the date of exercise (the
"Warrant Price").
1. EXERCISE AND EXPIRATION.
(a) This Warrant may be exercised in whole or in part at any time or
times during the term commencing on the date of issuance and ending November 30,
2003, or upon the consummation of a plan of merger, the consummation of a plan
of share exchange to which the Company is a party or the corporation whose
shares will be acquired, the consummation of a sale or exchange of all or
substantially all of the property of the Company other than in the usual and
regular course of business, whichever is sooner, at which time the Warrant shall
automatically expire. This Warrant may be exercised by surrender hereof to the
Company, together with delivery of a signed Warrant Exercise Form in the form
attached hereto as ANNEX I specifying the number of shares to be purchased.
(b) Payment of the aggregate Warrant Price may be made by (i) cash
or check, or (ii) if, at the time of exercise, the Company's Common Stock is
either listed or admitted to trading on any stock exchange or is traded on the
NASDAQ National Market System, by converting this Warrant into shares of Common
Stock as provided herein. Under clause (ii) of the preceding sentence, Holder
may from time to time convert this Warrant, in whole or in part, into a number
of shares of Common stock determined by dividing (x) the aggregate Fair Market
Value (determined on the date of exercise) of the Warrant Shares minus the
aggregate Warrant Price of such Warrant Shares by (y) the Fair Market Value
(determined on the date of exercise) of one share of the Company's Common Stock.
(c) For purposes of this Warrant, "Fair Market Value" shall be the
value determined in accordance with the following provisions:
Warrant
Page 1
(i) If the Common Stock is not at the time listed or admitted to
trading on any stock exchange but is traded on the NASDAQ National Market
System, the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question, as such price is reported by the National
Association of Securities dealers through the NASDAQ National Market System or
any successor system. If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed or admitted to
trading on any stock exchange, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question on the stock
exchange determined by the Board of Directors of the Company to be the primary
market for the Common Stock, as such price is officially quoted in the composite
tape of transactions on such exchange. If there is no closing selling price for
the Common Stock on the date in question, then the Fair Market Value shall be
the closing selling price on the last preceding date for which such quotation
exists.
(iii) If the Common Stock is at the time neither listed nor
admitted to trading on any stock exchange nor traded in the over-the-counter
market, then the Fair market Value shall be determined by the Board of
Directors.
2. ADJUSTMENT OF SHARES.
(a) If all or a portion of this Warrant shall be exercised
subsequent to any stock dividend, stock split, combination of shares or similar
recapitalization event, occurring after the date of issuance, as a result of
which shares of any class shall be issued in respect of outstanding Common Stock
of the Company or such Common Stock shall be changed into the same or a
different number of shares of the same or another class or classes, the Holder
exercising this Warrant shall receive, for the aggregate Warrant price paid upon
such exercise, in lieu of the Common Stock otherwise issuable upon exercise of
this Warrant, the aggregate number and class of shares which such Holder would
have received in such stock dividend, stock split, recaptialization, combination
of shares, or similar recapitalization event as if this Warrant had been
exercised immediately prior to such event.
(b) In the event of any adjustment in the number of Shares covered
by this Warrant pursuant to Section 2(a), any fractional shares resulting from
such adjustment shall be disregarded and this Warrant shall cover only the
number of full shares resulting from such adjustment. The foregoing adjustments
shall be made by the Board of Directors of the Company, or by the applicable
terms of any assumption or substitution documents, and any adjustments so made
shall be final, binding and conclusive.
3. COMPLIANCE WITH SECURITIES LAWS. The Holder, by acceptance of this
Warrant, agrees that this Warrant and the Warrant Shares to be issued upon
exercise hereof are being acquired for investment and that the Holder will not
offer, sell, or otherwise dispose of this Warrant or any Warrant Shares to be
issued upon exercise hereof except under circumstances which will not result in
a violation of the Securities Act of 1933, as amended (the "Act"), or under
Warrant
Page 2
applicable state law. This Warrant and all Warrant Shares issued upon exercise
of this Warrant (unless registered under the Act and under applicable state law)
shall include a legend in substantially the form set forth at the beginning of
this Warrant relating to such securities laws.
4. TRANSFER OF WARRANT. Subject to Section 3 above, this Warrant shall
be registered on the books of the Company and shall be transferable in whole or
in part on such books by the registered Holder hereof in person or by duly
authorized attorney by delivery to the Company of a duly completed Assignment in
the form attached hereto as ANNEX II.
5. NO SHAREHOLDER RIGHTS UNTIL EXERCISE. This Warrant shall not entitle
the Holder hereof to any voting rights or any other rights as a shareholder of
the Company, or to any other rights whatsoever except the rights state herein;
and no dividend or interest shall be payable or shall accrue in respect of this
Warrant or the Warrant Shares purchasable hereunder unless, and until, and
except to the extent that, this Warrant shall be exercised.
6. RESERVATION OF SHARES. The Company hereby agrees that it shall at
all times reserve and keep authorized and available for issuance a sufficient
number of Warrant Shares for the purpose of issuance upon exercise of this
Warrant to permit the exercise of this Warrant in whole.
The Company has caused this Warrant to be duly executed and
delivered as of the ____ day of _______________, 199_.
OREGON BAKING COMPANY
DBA ▇▇▇▇▇▇ BAKING
BY ______________________________________
Warrant
Page 3
ANNEX I
-------
WARRANT EXERCISE FORM
---------------------
(To be signed only on exercise of Warrant)
TO: OREGON BAKING COMPANY
DBA ▇▇▇▇▇▇ BAKING
The undersigned Holder of the Warrant hereby irrevocably elects to
exercise the purchase right represented by such Warrant for, and to purchase
thereunder, _____________[*] shares of Common Stock of the Company and herewith
makes payment for the shares of $___________________. The undersigned hereby
requests that the certificates for the Warrant Shares be issued in the name of,
and delivered to:
________________________________________
________________________________________
________________________________________
Date:_________________
______________________________________________
(Signature must conform in all respect to name
of the Holder as specified on the face of the
Warrant)
----------------
* Insert here the number of shares (all or part of the number of shares
called for on the face of the Warrant) as to which the Warrant is being
exercised without making any adjustment for additional Common Stock or any other
shares or other securities or property or cash, which, pursuant to the
adjustment provisions of the Warrant, may be deliverable upon exercise.
ANNEX II
--------
FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns and transfer
unto ___________________________, whose address is __________________, the right
represented by the attached Warrant to purchase ________________ shares of
Common Stock of OREGON BAKING COMPANY, dba ▇▇▇▇▇▇ BAKING, to which the attached
Warrant relates, and appoints _____________________________________ attorney to
transfer such right on the books of such corporation with full power of
substitution in the premises.
DATED:_________ ______________________________________________________
(Signature must conform in all respects to name of the
Holder as specified on the face of the Warrant)
______________________________________________________
______________________________________________________
(Address of the Holder)
Signed in the presence of:
______________________________________