exh4-6_formofrep.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

    EXHIBIT 4.6

     

    FORM OF REPRESENTATIVE'S PURCHASE WARRANT

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    


    


    


    


    THIS
WARRANT HAS NOT BEEN REGISTERED

    UNDER THE
SECURITIES ACT OF 1933

    AND IS
NOT TRANSFERABLE

    EXCEPT AS
PROVIDED HEREIN

    


    Healthy
Fast Food, Inc.

    


    PURCHASE
WARRANT

    


    Issued
to:

    


    PAULSON
INVESTMENT COMPANY, INC.

    


    Exercisable
to Purchase

    


    100,000
Units

    


    


    of

    


    


    HEALTHY
FAST FOOD, INC.

    


    


    


    


    


    


    


    


    


    


    


    


    Void
after _________, 2013


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    This is
to certify that, for value received and subject to the terms and conditions set
forth below, the Warrantholder (hereinafter defined) is entitled to purchase,
and the Company promises and agrees to sell and issue to the Warrantholder, at
any time on or after ________, 2009 and on or before _______, 2013, up to
100,000 Units (hereinafter defined) at the Exercise Price (hereinafter
defined).

     

    This
Warrant Certificate is issued subject to the following terms and
conditions:

     

    1.          
 Definitions of Certain
Terms.  Except as may be otherwise clearly required by the
context, the following terms have the following meanings:

     

    (a)  “Act”
means the Securities Act of 1933, as amended.

     

    (b)  “Cashless
Exercise” means an exercise of Warrants in which, in lieu of payment of the
Exercise Price, the Holder elects to receive a lesser number of Securities such
that the value of the Securities that such Holder would otherwise have been
entitled to receive but has agreed not to receive, as determined by the closing
price of such Securities on the date of exercise or, if such date is not a
trading day, on the next prior trading day, is equal to the Exercise Price with
respect to such exercise.  A Holder may only elect a Cashless Exercise
if Securities issuable by the Company on such exercise are publicly traded
securities.

     

    (c)     
“Class A Warrant” means a warrant defined as a Class A Warrant in the Warrant
Agreement.

     

    (d)  “Class B
Warrant” means a warrant defined as a Class B Warrant in the Warrant
Agreement.

     

    (e)  “Closing
Date” means the date on which the Offering is closed.

     

    (f)  “Commission”
means the Securities and Exchange Commission.

     

    (g)  “Common
Stock” means the common stock, par value $0.001, of the Company.

     

    (h)  “Company”
means Healthy Fast Food, Inc., a Nevada corporation.

     

    (i)  “Company’s
Expenses” means any and all expenses payable by the Company or the Warrantholder
in connection with an offering described in Section 6 hereof, except
Warrantholder’s Expenses.

     

    (j)  “Corporate
Financing Rule”  means Rule 2710 of the rules of the Financial
Industry Regulatory Authority.

     

    (k)  “Effective
Date” means the date on which the Registration Statement is declared effective
by the Commission.

     

    
      
        
        

      

      
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    (l)  “Exercise
Price” means the price at which the Warrantholder may purchase one Unit upon
exercise of Warrants as determined from time to time pursuant to the provisions
hereof.  The initial Exercise Price is $_____ per Unit.

     

    (m)   
“Offering”
means the public offering of Units made pursuant to the Registration
Statement.

     

    (n)  “Participating
Underwriter” means any underwriter participating in the sale of the Securities
pursuant to a registration under Section 6 of this Warrant
Certificate.

     

    (o)  “Registration
Statement” means the Company’s registration statement (File No. 333 - _________)
as amended on the Closing Date.

     

    (p)  “Rules
and Regulations” means the rules and regulations of the Commission adopted under
the Act.

     

    (q)  “Securities”
means the securities obtained or obtainable upon exercise of the Warrant or
securities obtained or obtainable upon exercise, exchange, or conversion of such
securities.

     

    (r)  “Unit”
means one share of Common Stock and one Class A Warrant and two Class B
Warrants.

     

    (s)  “Unit
Warrant” means either a Class A Warrant or a Class B Warrant.

     

    (t)  “Warrant
Agreement” means that certain Warrant Agreement, dated as of ________, 2008, by
and between the Company and Computershare Trust Company relating to the issuance
of Unit Warrants.

     

    (u)  “Warrant
Certificate” means a certificate evidencing the Warrant.

     

    (v)  “Warrantholder”
means a record holder of the Warrant or Securities.  The initial
Warrantholder is Paulson Investment Company, Inc.

     

    (w)  “Warrantholder’s
Expenses” means the sum of (i) the aggregate amount of cash payments made to an
underwriter, underwriting syndicate, or agent in connection with an offering
described in Section 6 hereof multiplied by a fraction the numerator of which is
the aggregate sales price of the Securities sold by such underwriter,
underwriting syndicate, or agent in such offering and the denominator of which
is the aggregate sales price of all of the securities sold by such underwriter,
underwriting syndicate, or agent in such offering and (ii) all out-of-pocket
expenses of the Warrantholder, except for the fees and disbursements of one firm
retained as legal counsel for the Warrantholder that will be paid by the
Company.

     

    (x)  “Warrant”
means the warrant evidenced by this certificate, any similar certificate issued
in connection with the Offering, or any certificate obtained upon transfer or
partial exercise of the Warrant evidenced by any such certificate.

     

    2.   Exercise of
Warrant.  All or any part of the Warrant represented by this
Warrant Certificate may be exercised commencing on the first anniversary of the
Effective Date and 

     

     

    
      
        
        

      

      
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      ending at
5 p.m. Pacific Time on the fifth anniversary of the Effective Date (the
“Expiration Date”) by surrendering this Warrant Certificate, together with
appropriate instructions, duly executed by the Warrantholder or by its duly
authorized attorney, at the office of the Company, 1075 American Pacific, Suite
C, Henderson, Nevada 89074; or at such other office or agency as the Company may
designate.  The date on which such instructions are received by the
Company shall be the date of exercise.  If the Holder has elected a
Cashless Exercise, such instructions shall so state.  Subject to the
provisions below, upon receipt of notice of exercise, the Company shall
immediately instruct its transfer agent to prepare certificates for the
Securities to be received by the Warrantholder upon completion of the Warrant
exercise.  When such certificates are prepared, the Company shall
notify the Warrantholder and deliver such certificates to the Warrantholder or
as per the Warrantholder’s instructions immediately upon payment in full by the
Warrantholder, in lawful money of the United States, of the Exercise Price
payable with respect to the Securities being purchased, if any.  If
the Warrantholder shall represent and warrant that all applicable registration
and prospectus delivery requirements for their sale have been complied with upon
sale of the Securities received upon exercise of the Warrant, such certificates
shall not bear a legend with respect to the Act.

    

     

    If fewer
than all the Securities purchasable under the Warrant are purchased, the Company
will, upon such partial exercise, execute and deliver to the Warrantholder a new
Warrant Certificate (dated the date hereof), in form and tenor similar to this
Warrant Certificate, evidencing that portion of the Warrant not
exercised.  The Securities to be obtained on exercise of the Warrant
will be deemed to have been issued, and any person exercising the Warrant will
be deemed to have become a holder of record of those Securities, as of the date
of the payment of the Exercise Price.

     

    Notwithstanding
the foregoing, in no event shall such Securities be issued, and the Company is
authorized to refuse to honor the exercise of the Warrant, if such exercise
would result in the opinion of the Company’s Board of Directors, upon advice of
counsel, in the violation of any law; and provided further that, if the Warrant
is exercisable solely for Securities listed on a securities exchange or for
which there are at least three independent market makers, the Company may elect
to redeem the Warrant submitted for exercise for a price equal to the difference
between the aggregate low asked price, or closing price, as the case may be, of
the Securities for which the Warrant is exercisable on the date of exercise and
the Exercise Price; in the event of such redemption, the Company will pay to the
holder of the Warrant the above-described redemption price in cash within 10
business days after receipt of notice of exercise.

     

    3.   Adjustments in Certain
Events.  The number, class, and price of Securities for which
this Warrant Certificate may be exercised are subject to adjustment from time to
time upon the happening of certain events as follows:

     

    (a)  If the
outstanding shares of the Company’s Common Stock are divided into a greater
number of shares or a dividend in stock is paid on the Common Stock, the number
of shares of Common Stock for which the Warrant is then exercisable will be
proportionately increased and the Exercise Price will be proportionately
reduced; and, conversely, if the outstanding shares of Common Stock are combined
into a smaller number of shares of Common Stock, the number of shares of Common
Stock for which the Warrant is then exercisable will be proportionately reduced
and the Exercise Price will be proportionately increased. The increases and
reductions provided for in this Section 3(a) will be made with the intent and,
as nearly as 

     

     

    
      
        
        

      

      
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      practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of the Warrants nor the price payable for such percentage
upon such exercise will be affected by any event described in this Section
3(a).

    

     

    (b)  In case
of any change in the Common Stock through merger, consolidation,
reclassification, reorganization, partial or complete liquidation, purchase of
substantially all the assets of the Company, or other change in the capital
structure of the Company, then, as a condition of such change, lawful and
adequate provision will be made so that the holder of this Warrant Certificate
will have the right thereafter to receive upon the exercise of the Warrant the
kind and amount of shares of stock or other securities or property to which he
would have been entitled if, immediately prior to such event, he had held the
number of shares of Common Stock obtainable upon the exercise of the
Warrant.  In any such case, appropriate adjustment will be made in the
application of the provisions set forth herein with respect to the rights and
interest thereafter of the Warrantholder, to the end that the provisions set
forth herein will thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property thereafter deliverable upon
the exercise of the Warrant.  The Company will not permit any change
in its capital structure to occur unless the issuer of the shares of stock or
other securities to be received by the holder of this Warrant Certificate, if
not the Company, agrees to be bound by and comply with the provisions of this
Warrant Certificate.

     

    (c)  When any
adjustment is required to be made in the number of shares of Common Stock, other
securities, or the property purchasable upon exercise of the Warrant, the
Company will promptly determine the new number of such shares or other
securities or property purchasable upon exercise of the Warrant and (i) prepare
and retain on file a statement describing in reasonable detail the method used
in arriving at the new number of such shares or other securities or property
purchasable upon exercise of the Warrant and (ii) cause a copy of such statement
to be mailed to the Warrantholder within thirty (30) days after the date of the
event giving rise to the adjustment.

     

    (d)  No
fractional shares of Common Stock or other securities will be issued in
connection with the exercise of the Warrant, but the Company will pay, in lieu
of fractional shares, a cash payment therefor on the basis of the mean between
the bid and asked prices of the Common Stock in the over-the-counter market or
the last sale price of the Common Stock on the principal exchange or other
trading facility on which the Common Stock is traded on the day immediately
prior to exercise.

     

    (e)  If
securities of the Company or securities of any subsidiary of the Company are
distributed pro rata to holders of Common Stock, such number of securities will
be distributed to the Warrantholder or its assignee upon exercise of its rights
hereunder as such Warrantholder or assignee would have been entitled to if this
Warrant Certificate had been exercised prior to the record date for such
distribution.  The provisions with respect to adjustment of the Common
Stock provided in this Section 3 will also apply to the securities to which the
Warrantholder or its assignee is entitled under this Section 3(e).

     

    (f)  Notwithstanding
anything herein to the contrary, there will be no adjustment made hereunder on
account of the sale by the Company of the Common Stock or other Securities
purchasable upon exercise of the Warrant.

     

     

    
      
        
        

      

      
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    (g)  If,
immediately prior to any exercise of Warrants, there shall be outstanding no
securities of a class or series that, but for the provisions of this Section 3,
would be issuable upon such exercise (the “Formerly Issuable
Securities”), then, upon such exercise, and in lieu of the Formerly
Issuable Securities, the Company shall issue that number and kind of other
securities or property for which the Formerly Issuable Securities were most
recently exercisable or into which the Formerly Issuable Securities were most
recently convertible, as the case may be.

     

    4.   Reservation of
Securities.  The Company agrees that the number of shares of
Common Stock or other Securities sufficient to provide for the exercise of the
Warrant upon the basis set forth above will at all times during the term of the
Warrant be reserved for exercise.

     

    5.   Validity of
Securities.  All Securities delivered upon the exercise of the
Warrant will be duly and validly issued in accordance with their terms, and the
Company will pay all documentary and transfer taxes, if any, in respect of the
original issuance thereof upon exercise of the Warrant.

     

    6.   Registration of Securities
Issuable on Exercise of Warrant Certificate.

     

    (a)  The
Company will register the Securities with the Commission pursuant to the Act so
as to allow the unrestricted sale of the Securities to the public from time to
time commencing on the first anniversary of the Effective Date and ending at
5:00 p.m. Pacific Time on the fifth anniversary of the Effective Date (the
“Registration
Period”).  The Company will also file such applications and
other documents necessary to permit the sale of the Securities to the public
during the Registration Period in those states in which the Units were qualified
for sale in the Offering or such other states as the Company and the
Warrantholder agree to.  In order to comply with the provisions of
this Section 6(a), the Company is not required to file more than one
registration statement.  No registration right of any kind,
“piggyback” or otherwise, will last longer than five years from the Effective
Date.

     

    (b)  The
Company will pay all of the Company’s Expenses and each Warrantholder will pay
its pro rata share of the Warrantholder’s Expenses relating to the registration,
offer, and sale of the Securities.

     

    (c)  Except as
specifically provided herein, the manner and conduct of the registration,
including the contents of the registration, will be entirely in the control and
at the discretion of the Company.  The Company will file such
post-effective amendments and supplements as may be necessary to maintain the
currency of the registration statement during the period of its
use.  In addition, if the Warrantholder participating in the
registration is advised by counsel that the registration statement, in their
opinion, is deficient in any material respect, the Company will use its best
efforts to cause the registration statement to be amended to eliminate the
concerns raised.

     

    (d)  The
Company will furnish to the Warrantholder the number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as it may reasonably request in order to
facilitate the disposition of Securities owned by it.

     

     

    
      
        
        

      

      
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    (e)  The
Company will, at the request of Warrantholders holding at least 50 percent of
the then outstanding Warrants, (i) furnish an opinion of the counsel
representing the Company for the purposes of the registration pursuant to this
Section 6, addressed to the Warrantholders and any Participating Underwriter,
(ii) furnish an appropriate letter from the independent public accountants of
the Company, addressed to the Warrantholders and any Participating Underwriter,
and (iii) make representations and warranties to the Warrantholders and any
Participating Underwriter.  A request pursuant to this subsection (e)
may be made on three occasions.  The documents required to be
delivered pursuant to this subsection (e) will be dated within ten days of the
request and will be, in form and substance, equivalent to similar documents
furnished to the underwriters in connection with the Offering, with such changes
as may be appropriate in light of changed circumstances.

     

    7.   Indemnification in
Connection with Registration.

     

    (a)  If any of
the Securities are registered, the Company will indemnify and hold harmless each
selling Warrantholder, any person who controls any selling Warrantholder within
the meaning of the Act, and any Participating Underwriter against any losses,
claims, damages, or liabilities, joint or several, to which any Warrantholder,
controlling person, or Participating Underwriter may be subject under the Act or
otherwise; and it will reimburse each Warrantholder, each controlling person,
and each Participating Underwriter for any legal or other expenses reasonably
incurred by the Warrantholder, controlling person, or Participating Underwriter
in connection with investigating or defending any such loss, claim, damage,
liability, or action, insofar as such losses, claims, damages, or liabilities,
joint or several (or actions in respect thereof), arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained,
on the effective date thereof, in any such registration statement or any
preliminary prospectus or final prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that the Company will
not be liable in any case to the extent that any loss, claim, damage, or
liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in any registration statement,
preliminary prospectus, final prospectus, or any amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
by a Warrantholder for use in the preparation thereof.  The indemnity
agreement contained in this subparagraph (a) will not apply to amounts paid to
any claimant in settlement of any suit or claim unless such payment is first
approved by the Company, such approval not to be unreasonably
withheld.

     

    (b)  Each
selling Warrantholder, as a condition of the Company’s registration obligation,
will indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed any registration statement or other filing or any
amendment or supplement thereto, and any person who controls the Company within
the meaning of the Act, against any losses, claims, damages, or liabilities to
which the Company or any such director, officer, or controlling person may
become subject under the Act or otherwise, and will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer, or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability, or action, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue or alleged untrue statement of any material fact 

     

     

    
      
        
        

      

      
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      contained
in said registration statement, any preliminary or final prospectus, or other
filing, or any amendment or supplement thereto, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in said registration
statement, preliminary or final prospectus, or other filing, or amendment or
supplement, in reliance upon and in conformity with written information
furnished by such Warrantholder for use in the preparation thereof; provided,
however, that the indemnity agreement contained in this subparagraph (b) will
not apply to amounts paid to any claimant in settlement of any suit or claim
unless such payment is first approved by the Warrantholder, such approval not to
be unreasonably withheld.

    

     

    (c)  Promptly
after receipt by an indemnified party under subparagraphs (a) or (b) above of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party, notify the
indemnifying party of the commencement thereof; but the omission to notify the
indemnifying party will not relieve it from any liability that it may have to
any indemnified party otherwise than under subparagraphs (a) and
(b).

     

    (d)  If any
such action is brought against any indemnified party and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate in, and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party; and after notice from the
indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of
investigation.

     

    8.   Restrictions on
Transfer.  This Warrant Certificate and the Warrant may not be
sold, transferred, assigned, pledged, or hypothecated, or be the subject of any
hedging, short sale, derivative, put, or call transaction that would result in
the effective economic disposition of the securities by any person for a period
of one year immediately following the Effective Date, except as permitted
in subparagraph (g)(2) of the Corporate Financing Rule.  The Warrant
may be divided or combined, upon request to the Company by the Warrantholder,
into a certificate or certificates evidencing the same aggregate number of
Warrants.

     

    9.   No Rights as a
Shareholder.  Except as otherwise provided herein, the
Warrantholder will not, by virtue of ownership of the Warrant, be entitled to
any rights of a shareholder of the Company but will, upon written request to the
Company, be entitled to receive such quarterly or annual reports as the Company
distributes to its shareholders.

     

    10.   Notice.  Any
notices required or permitted to be given hereunder will be in writing and may
be served personally or by mail; and if served will be addressed as
follows:

     

    
      
        
        

      

      
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    If to the Company:

    


    Healthy
Fast Food, Inc.

    1075
American Pacific, Suite C

    Henderson,
NV  89074

    Attention:  President

    


    If to the Warrantholder:

    


    at the address furnished

    by the Warrantholder to
the

    Company for the purpose of

    notice.

     

     

    Any notice so given by mail will be
deemed effectively given 48 hours after mailing when deposited in the United
States mail, registered or certified mail, return receipt requested, postage
prepaid and addressed as specified above.  Any party may by written
notice to the other specify a different address for notice
purposes.

    


    11. 
 Applicable
Law.  This Warrant Certificate will be governed by and
construed in accordance with the laws of the State of Oregon, without reference
to conflict of laws principles thereunder.  All disputes relating to
this Warrant Certificate shall be tried before the courts of Oregon located in
Multnomah County, Oregon to the exclusion of all other courts that might have
jurisdiction.

     

    Dated as of ____________,
2008

    


    HEALTHY
FAST FOOD, INC.

    


    


    By:
______________________________________

    Name:  Henry
E. Cartwright

    Title:    President

    


    


    Agreed
and Accepted as of __________, 2008

     

    PAULSON
INVESTMENT COMPANY, INC.

    


    


    By:
______________________________________

    Name:

    Title:

    


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