exh4-7.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

    EXHIBIT 4.7

     

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    COMPUTERSHARE,
INC.

    WARRANT
AGREEMENT

     

    This
Agreement is between Healthy Fast Food, Inc., a Nevada corporation (the “Company”), and Computershare,
Inc. a Delaware corporation and its fully owned subsidiary Computershare Trust
Company, N.A. a federally chartered trust company, having its principal office
at 250 Royall Street, Canton, MA 02021 (Collectively “Warrant Agent”, or
individually “Computershare” and the “Trust Company”,
respectively).

     

    The
Company, at or about the time that it is entering into this Agreement, proposes
to issue and sell to public investors up to 4,255,000 Units (together with the
additional units issuable as provided herein, the “Units”).  Each Unit
consists of one share of common stock, $0.001 par value, of the Company and one
redeemable Class C Warrant (each a "Class C Warrant,"
collectively, the "Class C
Warrants").  Each Class C Warrant is exercisable to purchase
one share of Common Stock upon the terms and conditions and subject to
adjustment in certain circumstances, all as set forth in this
Agreement.

     

    The
Company proposes to issue to the underwriter, Paulson Investment Company, Inc.
("Paulson") in the
public offering of Units referred to above (the "Public Offering") warrants to
purchase up to 370,000 additional Units.

     

    The
Company wishes to retain the Warrant Agent to act on behalf of the Company, and
the Warrant Agent is willing so to act, in connection with the issuance,
transfer, exchange and replacement of the certificates evidencing the Class C
Warrants to be issued under this Agreement (the “Warrant Certificates”) and the
exercise of the Class C Warrants;

     

    The
Company and the Warrant Agent wish to enter into this Agreement to set forth the
terms and conditions of the Class C Warrants and the rights of the holders
thereof (“Warrant
Holders”) and to set forth the respective rights and obligations of the
Company and the Warrant Agent.  Each Warrant Holder is an intended
beneficiary of this Agreement with respect to the rights of Warrant Holders
herein.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set
forth, the parties hereto agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Warrants.  Each
      Class C Warrant will entitle the registered holder of a Class C Warrant to
      purchase from the Company one share of Company common stock, $0.001 par
      value per share (each a “Share”) at $___ [150%
      of the public offering price of the Units] per Share (the “Exercise
      Price”).  The Exercise Price is subject to adjustments as
      provided in Section 13 hereof.  A Warrant Holder may exercise
      all or any number of Class C Warrants resulting in the purchase of a whole
      number of Shares.

            


    

     

    
      	
               
      

            	
              2.

            	
              Exercise
      Period.  The Class C Warrants may be exercised at any
      time during the period (the “Exercise Period”) commencing
      ____________, 2010 and ending at 5:00 p.m., Mountain Time on
      ______________, 2015 (“Expiration Date”) set
      forth in the Class C Warrant.  After the Expiration Date, any
      unexercised Class C Warrants will be void and all rights of Warrant
      Holders shall cease; provided, however, the Company may, in its sole
      discretion, extend the Exercise Period and delay the Expiration Date by
      providing not less than 10 days' prior notice, which may be in the form of
      a press release, of such extension.

            


    

     

    
      
         

      

      
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              3.

            	
              Execution of Warrant
      Certificates.  Warrant Certificates shall be in
      registered form only and shall be substantially in the form set forth in
      Exhibit A
      attached to this Agreement.  Warrant Certificates shall be
      signed by, or shall bear the facsimile signature of, the President or a
      Vice President of the Company and the Secretary or an Assistant Secretary
      of the Company and shall bear a facsimile of the Company’s corporate
      seal.  If any person, whose facsimile signature has been placed
      upon any Warrant Certificate or the signature of an officer of the
      Company, shall have ceased to be such officer before such Warrant
      Certificate is countersigned, issued and delivered, such Warrant
      Certificate shall be countersigned, issued and delivered with the same
      effect as if such person had not ceased to be such officer.  Any
      Warrant Certificate may be signed by, or made to bear the facsimile
      signature of, any person who at the actual date of the preparation of such
      Warrant Certificate shall be a proper officer of the Company to sign such
      Warrant Certificate even though such person was not such an officer upon
      the date of the Agreement.

            


    

     

    
      	
               
      

            	
              4.

            	
              Countersigning.  Warrant
      Certificates shall be manually countersigned by the Warrant Agent and
      shall not be valid for any purpose unless so countersigned.  The
      Warrant Agent hereby is authorized to countersign and deliver to, or in
      accordance with the instructions of, any Warrant Holder any Warrant
      Certificate which is properly
issued.

            


    

     

    
      	
               
      

            	
              5.

            	
              Registration of
      Transfer and Exchanges.  The Warrant Agent shall from
      time to time register the transfer of any outstanding Warrant Certificate
      upon records maintained by the Warrant Agent for such purpose upon
      surrender of such Warrant Certificate to the Warrant Agent for transfer,
      accompanied by appropriate instruments of transfer in form satisfactory to
      the Company and the Warrant Agent and duly executed by the Warrant Holder
      or a duly authorized attorney.  Upon any such registration of
      transfer, a new Warrant Certificate shall be issued in the name of and to
      the transferee and the surrendered Warrant Certificate shall be
      cancelled.

            


    

     

    
      	
               
      

            	
              6.

            	
              Exercise of
      Warrants.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to the terms of the Class C Warrant, any Class C Warrant may be exercised
      upon any single occasion during the exercise period.  A Class C
      Warrant shall be exercised by the Warrant Holder by surrendering to the
      Warrant Agent the Warrant Certificate with the exercise form on the
      reverse of such Class C Warrant Certificate duly completed and executed
      and delivering to the Warrant Agent (or by providing such other notice of
      exercise made available by the Company), by good check or bank draft
      payable to the order of the Warrant Agent, the Exercise Price for each
      Share to be purchased.  Notwithstanding the foregoing, the
      Company will extend a three day "protect" period after the Expiration Date
      so that any Class C Warrant for which notice of exercise is received in
      the three business days prior to and including the Expiration Date shall
      be deemed exercised so long as the Exercise Price is received by the
      Warrant Agent no more than three business days after the notice of
      exercise.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Upon
      receipt of a Warrant Certificate with the exercise form thereon duly
      executed together with payment in full of the Exercise Price for the
      

            


    

     

     

    
      
         

      

      
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                Shares for which Class C Warrants are then being
      exercised, the Warrant Agent shall requisition from any transfer agent for
      the Shares, and upon receipt shall make delivery of, certificates
      evidencing the total number of whole Shares for which Class C Warrants are
      then being exercised in such names and denominations as are required for
      delivery to, or in accordance with the instructions of, the Warrant
      Holder.  Such certificates for the Shares shall be deemed to be
      issued, and the person whom such Shares are issued of record shall be
      deemed to have become a holder of record of such Shares, as of the date of
      the surrender of such Warrant Certificate and payment of the Exercise
      Price, whichever shall last occur; provided that if the transfer books of
      the Company with respect to the Shares, shall be closed, the certificates
      for the Shares issuable upon exercise of the Class C Warrant shall be
      issued as of the date on which such books shall next be open, and the
      person to whom such Shares are issued of record shall be deemed to have
      become a record holder of such Shares as of the date on which such books
      shall next be open (whether before, on or after the Expiration Date) and
      until such date the Warrant Agent shall be under no duty to deliver any
      certificate for such Shares.

              


      

    

     

    
      	
               
      

            	
              (c)

            	
              If
      less than all a Warrant Holder’s Warrants are exercised upon a single
      occasion, a new Warrant Certificate for the balance of the Class C
      Warrants not so exercised shall be issued and delivered to, or in
      accordance with, transfer instructions properly given by the Warrant
      Holder until the Expiration Date.

            


    

     

    
      	
               
      

            	
              (d)

            	
              All
      Warrant Certificates surrendered upon exercise shall be
      cancelled.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Upon
      the exercise of any Class C Warrant, the Warrant Agent shall promptly
      deposit the payment into an escrow account established by mutual agreement
      of the Company and the Warrant Agent at a federally insured commercial
      bank.  All funds deposited in the escrow account will be
      disbursed on a weekly basis to the Company once they have been determined
      by the Warrant Agent to be collected funds.  Once the funds are
      determined to be collected, the Warrant Agent shall cause the share
      certificate(s) representing the exercised Class C Warrants to be
      issued.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Expenses
      incurred by the Warrant Agent will be paid by the
      Company.  These expenses, including delivery of Share
      certificates to the shareholder, will be deducted from the Exercise Price
      submitted by a Warrant Holder prior to the distribution of funds to the
      Company.  A detailed accounting statement relating to the number
      of Class C Warrants exercised, names and registered Warrant Holder(s) and
      the net amount of exercised funds remitted will be given to the Company
      with the payment of each exercise
amount.

            


    

     

    7.           Warrant Solicitation and
Warrant Solicitation Fee.

    


    
      	
               
      

            	
              (a)

            	
              The
      Company has engaged Paulson, on a non-exclusive basis, as its agent for
      the solicitation of the exercise of the Warrants.  The Company
      will, at its cost, (i) assist Paulson with respect to such solicitation,
      if requested by Paulson, and (ii) provide Paulson, and direct the Warrant
      

            


    

     

     

    
      
         

      

      
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                Agent
      to deliver to Paulson lists of the record and, to the extent known,
      beneficial owners of the Company’s Warrants.  The Company hereby
      instructs the Warrant Agent to cooperate with Paulson in every respect in
      connection with Paulson’s solicitation activities, including, but not
      limited to, providing to Paulson, at the Company’s cost, a list of record
      and beneficial holders of the Warrants and circulating a prospectus or
      offering circular disclosing the compensation arrangements referenced in
      Section 7(b) below to holders of the Warrants at the time of exercise of
      the Warrants.  In addition to the conditions set forth in
      Section 7(b), Paulson shall accept payment of the warrant solicitation fee
      provided in Section 7(b) only if permitted under the rules and regulations
      of the FINRA and only to the extent that a holder who exercises Warrants
      specifically designates, in writing, that Paulson solicited the
      exercise.

              


      

    

     

    
      	
               
      

            	
              (b)

            	
              In
      each instance in which a Warrant is exercised, the Warrant Agent shall
      promptly give written notice of such exercise to the Company and Paulson
      (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant
      more than one year from the effective date of the registration statement,
      registering the Warrants, (i) the market price of the Company’s common
      stock is greater than the Exercise Price, (ii) disclosure of compensation
      arrangements between the Company and Paulson with respect to the
      solicitation of the exercise of the Warrants was made both at the time of
      the Public Offering and at the time of exercise (by delivery of the
      prospectus or as otherwise required by applicable law, rule or
      regulation), (iii) the holder of the Warrant confirms in writing that the
      exercise of the Warrant was solicited by Paulson, (iv) the Warrant was not
      held in a discretionary account, and (v) the solicitation of the exercise
      of the Warrant was not in violation of Regulation M (as such rule or any
      successor rule may be in effect as of such time of exercise) promulgated
      under the Securities Exchange Act of 1934, as amended, then the Warrant
      Agent, simultaneously with the distribution of the common stock underlying
      the Warrants so exercised in accordance with the instructions from the
      Company following receipt of the proceeds to the Company received upon
      exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of
      5% of the Warrant Price to Paulson, provided that Paulson delivers to the
      Warrant Agent within ten (10) business days from the date on which Paulson
      has received the Warrant Agent’s Exercise Notice, a certificate that the
      conditions set forth in the preceding clauses (iii), (iv) and (v) have
      been satisfied. Notwithstanding the foregoing, no fee will be paid to
      Paulson with respect to the exercise by Paulson or its affiliates of
      Warrants purchased by it or them and still held by it or them for its or
      their own account. Paulson and the Company may at any time during business
      hours, examine the records of the Warrant Agent, including its ledger of
      original Warrant certificates returned to the Warrant Agent upon exercise
      of Warrants.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      provisions of this Section 7. may not be modified, amended or deleted
      without the prior written consent of
Paulson.

            


    

     

    8.           Redemption of
Warrants.

    


    
      
         

      

      
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              (a)

            	
              Beginning
      ______ after the closing of the Public Offering, the Class C Warrants
      outstanding at the time of a redemption may be redeemed at the option of
      the Company, in whole or in part on a pro-rata basis, by giving not less
      than 30 days prior notice as provided in Section 8(c) below, which notice
      may not be given before, but may be given at any time after the date on
      which the closing price of the Company’s common stock on the principal
      exchange or trading facility on which it is then traded has equaled or
      exceeded $_____ [200% of the public offering price of the Units] for five
      consecutive trading days.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      price at which Class C Warrants may be redeemed (the “Redemption Price”) is $0.25 per
      Warrant.  On and after the redemption date the holders of record
      of redeemed Class C Warrants shall be entitled to payment of the
      Redemption Price upon surrender of the Warrant Certificates of such
      redeemed Class C Warrants to the Company at the office of the Warrant
      Agent.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Notice
      of redemption of Class C Warrants shall be given at least 30 days prior to
      the redemption date by notifying the Warrant Agent in writing, by
      notifying the Warrant Holders of the Class C Warrants via publication of a
      press release, and by taking such other steps as may be required under
      applicable law.

            


    

     

    
      	
               
      

            	
              (d)

            	
              From
      and after the redemption date, all rights of the holders with respect to
      the redeemed Class C Warrants (except the right to receive the Redemption
      Price) shall terminate, but only if (i) no later than one day prior to the
      redemption date the Company shall have irrevocably deposited with the
      Warrant Agent as paying agent a sufficient amount to pay on the redemption
      date the Redemption Price for all Warrants called for redemption and (ii)
      the notice of redemption shall have stated the name and address of the
      Warrant Agent and the intention of the Company to deposit such amount with
      the Warrant Agent no later than one day prior to the redemption
      date.  Notwithstanding the foregoing, the Company will extend a
      three day "protect" period beginning on and continuing two days after the
      redemption date so that any Class C Warrant for which notice of exercise
      is received in the three business days prior to the redemption date shall
      be deemed exercised so long as the Exercise Price is received by the
      Warrant Agent no more than three business days after the notice of
      exercise.

            


    

     

    
      	
               
      

            	
              (e)

            	
              On
      the redemption date, the Warrant Agent shall pay to the holders of record
      of redeemed Class C Warrants all monies received by the Warrant Agent for
      the redemption of Class C Warrants to which the holders of record of such
      redeemed Warrants who shall have surrendered their Warrant Certificates
      are entitled.  The Warrant Agent shall have no obligation to pay
      for the redemption of Class C Warrants except to the extent that funds for
      such payment have been provided to it by the
  Company.

            


    

     

    
      	
               
      

            	
              (f)

            	
              All
      amounts deposited with the Warrant Agent that are not required for
      redemption of Class C Warrants may be withdrawn by the
      Company.  Any 

            


    

     

     

    
      
         

      

      
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                amounts deposited with the Warrant Agent that shall be
      unclaimed after six months after the redemption date shall be redelivered
      back to the Company, and thereafter the holders of the Class C Warrants
      called for redemption for which such funds were deposited shall look
      solely to the Company for payment, it being understood that the Warrant
      Agent shall be under no obligation to report or remit unclaimed property
      to appropriate states in compliance with applicable law.  The
      Company acknowledges that the bank accounts maintained by the Warrant
      Agent in connection with the services hereunder will be in its name and
      that the Warrant Agent may receive investment earnings in connection with
      the investment at the Warrant Agent’s risk and for its benefit of funds
      held in those accounts from time to
time.

              


      

    

     

    
      	
               
      

            	
              (g)

            	
              If
      the Company fails to make a sufficient deposit with the Warrant Agent as
      provided above, the holder of any Class C Warrants called for redemption
      may at the option of the holder (i) by notice to the Company declare the
      notice of redemption a nullity as to such holder, or (ii) maintain an
      action against the Company for the Redemption Price.  If the
      holder brings such an action, the Company will pay reasonable attorneys’
      fees of the holder.  If the holder fails to bring an action
      against the Company for the Redemption Price within 60 days after the
      redemption date, the holder shall be deemed to have elected to declare the
      notice of redemption to be a nullity as to such holder and such notice
      shall be without any force or effect as to such holder.  Except
      as otherwise specifically provided in this paragraph 8(g), a notice of
      redemption, once mailed by the Company as provided in paragraph 8(c) shall
      be irrevocable.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Notwithstanding
      anything to the contrary in this Section 8, the Company may not provide
      notice of any redemption pursuant to this Section 8 at any time at which
      the Class C Warrants are not currently exercisable as a result of the
      application of Section 12.  If, during the period between notice
      of redemption and the Redemption Date, the Class C Warrants become not
      currently exercisable as a result of the application of Section 12, the
      Redemption Date shall be extended to be the tenth business day after such
      restriction on exercise lapses.

            


    

     

    
      	
               
      

            	
              9.

            	
              Taxes.  The
      Company will pay all taxes attributable to the initial issuance of Shares
      upon exercise of Class C Warrants.  The Company shall not,
      however, be required to pay any tax which may be payable in respect to any
      transfer involved in any issue of Warrant Certificates or in the issue of
      any certificates of Shares in the name other than that of the Warrant
      Holder upon the exercise of any Class C
Warrant.

            


    

     

    
      	
               
      

            	
              10.

            	
              Mutilated or Missing
      Warrant Certificates.  On receipt by the Company and the
      Warrant Agent of evidence satisfactory as to the ownership of and the
      loss, theft, destruction or mutilation of any Warrant Certificate, the
      Company shall execute and the Warrant Agent shall countersign and deliver
      in lieu thereof, a new Warrant Certificate.  In the case of
      loss, theft or destruction of any Warrant Certificate, the Registered
      Owner requesting issuance of a new Warrant Certificate shall be required
      to secure an indemnity bond from an
  approved 

            


    

     

     

    
      
         

      

      
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                surety
      bonding company.  In the event a Warrant Certificate is
      mutilated, such Warrant Certificate shall be surrendered and canceled by
      the Warrant Agent prior to delivery of a new Warrant
      Certificate.  Applicants for a substitute Warrant Certificate
      shall also comply with such other regulations and pay such other
      reasonable charges as the Warrant Agent may
  prescribe.

              


      

    

     

    
      	
               
      

            	
              11.

            	
              Reservation of
      Shares.  For the purpose of enabling the Company to
      satisfy all obligations to issue Shares upon exercise of Class C Warrants,
      the Company will at all times reserve and keep available free from
      preemptive rights, out of the aggregate of its authorized but unissued
      shares, the full number of Shares which may be issued upon the exercise of
      the Class C Warrants and such Shares will upon issue be fully paid and
      nonassessable by the Company and free from all taxes, liens, charges and
      security interests with respect to the issue
  thereof.

            


    

     

    
      	
               
      

            	
              12.

            	
              Governmental
      Restrictions.  If any Shares issuable upon the exercise
      of Class C Warrants require registration or approval of any governmental
      authority, the Company will use all commercially reasonable efforts to
      cause such Shares to be duly registered, or approved, as the case may be,
      and, to the extent practicable, take all such action in anticipation of
      and prior to the exercise of the Class C Warrants, including, without
      limitation, filing any and all post-effective amendments to the Company’s
      Registration Statement on Form S-1 (Registration No. 333-__________)
      necessary to permit a public offering of the Shares underlying the Class C
      Warrants at any and all times during the term of this Agreement; provided,
      however, that in no event shall such Shares be issued, and the Company is
      authorized to refuse to honor the exercise of any Class C Warrant, if such
      exercise would result in, in the opinion of the Company’s Board of
      Directors, upon advice of counsel, in the violation of any
      law.  In the case of a Class C Warrant exercisable solely for
      securities listed on a securities exchange or for which there are at least
      three independent market makers, in lieu of obtaining such registration or
      approval, the Company may elect to redeem Class C Warrants submitted to
      the Warrant Agent 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 such Class C Warrant is exercisable on the date
      of such submission and the Exercise Price of such Class C
      Warrants.  In the event of such redemption, the Company will pay
      to the holder of such Warrants the above-described redemption price in
      cash within 10 business days after receipt of notice from the Warrant
      Agent that such Class C Warrants have been submitted for
      exercise.  If, at the Expiration Date, the Class C Warrants are
      not currently exercisable as a result of the provisions of this paragraph,
      the Expiration Date shall be extended to a date that is 30 calendar days
      following notice to the Warrant Holders that the Class C Warrants are
      again exercisable and references to the Expiration Date herein shall
      thereafter refer to such extended Expiration
  Date.

            


    

     

    
      	
               
      

            	
              13.

            	
              Adjustments.

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      prior to the exercise of any Class C Warrants, the Company shall have
      effected one or more stock split-ups, stock dividends or other increases
      or reductions of the number of shares of its $0.001 par value common stock
      outstanding without receiving compensation therefor in money, services or
      property, the number of shares of common stock subject to the Class C
      

            


    

     

     

    
      
         

      

      
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                Warrants
      shall (i) if a net increase shall have been effected in the number of
      outstanding shares of the Company’s common stock, be proportionately
      increased, and the Exercise Price payable per share shall be
      proportionately reduced, and, (ii) if a net reduction shall have been
      effected in the number of outstanding shares of the Company’s common
      stock, be proportionately reduced and the Exercise Price payable per share
      be proportionately increased.

              


      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      Company may, in its sole discretion, lower the Exercise Price at any time
      prior to the Expiration Date for a period of not less than
      20 days.

            


    

     

    
      	
               
      

            	
              14.

            	
              Notice to Warrant
      Holders.  Upon any adjustment as described in Section 13,
      the Company shall (i) cause to be filed with the Warrant Agent a
      certificate signed by a Company officer setting forth the details of such
      adjustment, the method of calculation and the facts upon which such
      calculation is based, which certificate shall be conclusive evidence of
      the correctness of the matters set forth therein, (ii) cause notice of
      such adjustments to be given to the Warrant Holders of record, which
      notice may be by publication of a press release and by taking such other
      steps as may be required under applicable laws.  Without
      limiting the obligation of the Company hereunder to provide notice to each
      Warrant Holder, failure of the Company to give notice shall not invalidate
      any corporate action taken by the
Company.

            


    

     

    
      	
               
      

            	
              15.

            	
              No Fractional Warrants
      or Shares.  The Company shall not be required to issue
      fractions of Shares issuable upon exercise of the Class C Warrants, upon
      the reissue of Class C Warrants, or any adjustments as described in
      Section 12 or otherwise; but the Company in lieu of issuing any such
      fractional interest, shall round up or down to the nearest full Share
      issuable upon exercise of the Class C Warrant.  If the total
      Class C Warrants surrendered by exercise would result in the issuance of a
      fractional share, the Company shall not be required to issue a fractional
      share but rather the aggregate number of shares issuable will be rounded
      up or down to the nearest full
share.

            


    

     

    
      	
               
      

            	
              16.

            	
              Rights of Warrant
      Holders.  No Warrant Holder, as such, shall have any
      rights of a shareholder of the Company, either at law or equity, and the
      rights of the Warrant Holders, as such, are limited to those rights
      expressly provided in the Warrant Certificate.  The Company and
      the Warrant Agent may treat the registered Warrant Holder in respect of
      any Class C Warrant as the absolute owner thereof for all purposes
      notwithstanding any notice to the
contrary.

            


    

     

    
      	
               
      

            	
              17.

            	
              Warrant
      Agent.  The Company hereby appoints the Warrant Agent to
      act as the agent of the Company and the Warrant Agent hereby accepts such
      appointment upon the following terms and conditions by all of which the
      Company and every Warrant Holder, by acceptance of his Warrant
      Certificates, shall be bound:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Statements
      contained in this Agreement and in the Warrant Certificate shall be taken
      as statements of the Company.  The Warrant Agent assumes no
      responsibility for the correctness of any of the same except such as
      describes the Warrant Agent or for action taken or to be taken by the
      Warrant Agent.

            


    

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      Warrant Agent shall not be responsible for any failure of the Company to
      comply with any of the Company’s covenants contained in this Agreement or
      in the Warrant Certificates.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Warrant Agent may consult at any time with counsel satisfactory to it (who
      may be counsel for the Company) and the Warrant Agent shall incur no
      liability or responsibility to the Company or to any Warrant Holder in
      respect of any action taken, suffered or omitted by it hereunder in good
      faith and in accordance with the opinion or the advice of such counsel,
      provided the Warrant Agent shall have exercised reasonable care in the
      selection and continued employment of such
  counsel.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Warrant Agent shall incur no liability or responsibility to the Company or
      to any Warrant Holder for any action taken in reliance upon any notice,
      resolution, waiver, consent, order, certificate or other paper, document
      or instrument believed by it to be genuine and to have been signed, sent
      or presented by the proper party or
parties.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Company agrees to pay to the Warrant Agent reasonable compensation for all
      services rendered by the Warrant Agent in the execution of this Agreement,
      to reimburse the Warrant Agent for all expenses, taxes and governmental
      charges and all other charges of any kind or nature incurred by the
      Warrant Agent in the execution of this Agreement and to indemnify the
      Warrant Agent and save it harmless against any and all liabilities,
      including judgments, costs and counsel fees, for this Agreement except as
      a result of the Warrant Agent’s gross negligence or bad faith or willful
      misconduct.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Warrant Agent shall be under no obligation to institute any action, suit
      or legal proceeding or to take any other action likely to involve expense
      unless the Company or one or more Warrant Holders shall furnish the
      Warrant Agent with reasonable security and indemnity for any costs and
      expenses which may be incurred in connection with such action, suit or
      legal proceeding, but this provision shall not affect the power of the
      Warrant Agent to take such action as the Warrant Agent may consider
      proper, whether with or without any such security or
      indemnity.  All rights of action under this Agreement or under
      any of the Class C Warrants may be enforced by the Warrant Agent without
      the possession of any of the Warrant Certificates or the production
      thereof at any trial or other proceeding relative thereto, and any such
      action, suit or proceeding instituted by the Warrant Agent shall be
      brought in its name as Warrant Agent, and any recovery of judgment shall
      be for the ratable benefit of the Warrant Holders as their respective
      rights or interest may appear.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      Warrant Agent and any shareholder, director, officer or employee of the
      Warrant Agent may buy, sell or deal in any of the Class C Warrants or
      other securities of the Company or become pecuniarily interested in any
      transaction in which the Company may be interested, or contract with or
      lend money to the Company or otherwise act as fully and freely as though
      it were not Warrant Agent under this Agreement.  Nothing herein
      shall 

            


    

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
       

      
        	
                 
      

              	
                 

              	
                preclude
      the Warrant Agent from acting in any other capacity for the Company or for
      any other legal entity.

              


      

    

     

    
      	
               
      

            	
              18.

            	
              Successor Warrant
      Agent.  Any corporation into which the Warrant Agent may
      be merged or converted or with which it may be consolidated, or any
      corporation resulting from any merger, conversion or consolidation to
      which the Warrant Agent shall be a party, or any corporation succeeding to
      the corporate trust business of the Warrant Agent, shall be the successor
      to the Warrant Agent hereunder with the same powers, rights,
      responsibilities and obligations of the Warrant Agent without the
      execution or filing of any paper or any further act of a party or the
      parties hereto.  In any such event or if the name of the Warrant
      Agent is changed, the Warrant Agent or such successor may adopt the
      countersignature of the original Warrant Agent and may countersign such
      Class C Warrants either in the name of the predecessor Warrant Agent or in
      the name of the successor Warrant
Agent.

            


    

     

    
      	
               
      

            	
              19.

            	
              Change of Warrant
      Agent.  The Warrant Agent may resign or be discharged by
      the Company from its duties under this Agreement by the Warrant Agent or
      the Company, as the case may be, giving notice in writing to the other,
      and by giving a date when such resignation or discharge shall take effect,
      which notice shall be sent at least 30 days prior to the date so
      specified.  If the Warrant Agent shall resign, be discharged or
      shall otherwise become incapable of acting, the Company shall appoint a
      successor to the Warrant Agent.  If the Company shall fail to
      make such appointment within a period of 30 days after it has been
      notified in writing of such resignation or incapacity by the resigning or
      incapacitated Warrant Agent or by any Warrant Holder or after discharging
      the Warrant Agent, then any Warrant Holder may apply to the District Court
      for Denver County, Colorado, for the appointment of a successor to the
      Warrant Agent.  Pending appointment of a successor to the
      Warrant Agent, either by the Company or such Court, the duties of the
      Warrant Agent shall be carried out by the Company.  Any
      successor Warrant Agent, whether appointed by the Company or by such
      Court, shall be a bank or a trust company, in good standing, organized
      under the laws of the State of Colorado or of the United States of
      America, having at the time of its appointment as Warrant Agent, a
      combined capital and surplus of at least _______________ million
      dollars.  After appointment, the successor Warrant Agent shall
      be vested with the same powers, rights, duties and responsibilities as if
      it had been originally named as Warrant Agent without further act or deed
      and the former Warrant Agent shall deliver and transfer to the successor
      Warrant Agent any property at the time held by it thereunder, and execute
      and deliver any further assurance, conveyance, act or deed necessary for
      effecting the delivery or transfer.  Failure to give any notice
      provided for in the section, however, or any defect therein, shall not
      affect the legality or validity of the resignation or removal of the Class
      C Warrant or the appointment of the successor Warrant Agent, as the case
      may be.

            


    

     

    
      	
               
      

            	
              20.

            	
              Notices.  Any
      notice or demand authorized by this Agreement to be given or made by the
      Warrant Agent or by any Warrant Holder to or on the Company shall be
      sufficiently given or made if sent by facsimile, mail, first class,
      certified or registered, postage prepaid, addressed (until another address
      is filed in writing by the Company with the Warrant Agent), as
      follows:

            


    

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    To the
Company:

    Healthy
Fast Food, Inc.

    1075
American Pacific, Suite C

    Henderson,
NV 89074

    Attn:  President

    Facsimile:  702-434-8572

    


    To the Warrant
Agent:

    Computershare,
Inc.

    350
Indiana Street, Suite 800

    Golden,
CO, 80401

    Attn:  Corporate
Actions

    Facsimile:  303-262-0606

    


    Except as
otherwise provided in this Agreement, any distribution, notice or demand
required or authorized by this Agreement to be given or made by the Company or
the Warrant Agent to or on the Warrant Holders shall be sufficiently given or
made if sent by mail, first class, addressed to the Warrant Holders at their
last known addresses as they shall appear on the registration books for the
Warrant Certificates maintained by the Warrant Agent.

     

    
      	
               
      

            	
              21.

            	
              Supplements and
      Amendments.  The Company and the Warrant Agent may from
      time to time supplement or amend this Agreement without the approval of
      any Warrant Holders in order to cure any ambiguity or to correct or
      supplement any provisions herein, or to make any other provisions in
      regard to matters or questions arising hereunder which the Company and the
      Warrant Agent may deem necessary or desirable.  In furtherance
      of the foregoing, the Company may extend the duration of the Exercise
      Period and/or lower the Exercise Price pursuant to Sections 2 and 13,
      respectively, without the consent of the Warrant
  Holders.

            


    

     

    
      	
               
      

            	
              22.

            	
              Successors.  All
      the covenants and provisions of this Agreement by or for the benefit of
      the Company or the Warrant Agent shall bind and inure to the benefit of
      their respective successors and assigns
  hereunder.

            


    

     

    
      	
               
      

            	
              23.

            	
              Termination.  This
      Agreement shall terminate at the close of business on the Expiration Date
      or such earlier date upon which all Class C Warrants have been exercised;
      provided, however, that if exercise of the Class C Warrants is suspended
      pursuant to Section 12 and such suspension continues past the Expiration
      Date, this Agreement shall terminate at the close of business on the
      business day immediately following the expiration of such
      suspension.  The provisions of Section 17 shall survive such
      termination.

            


    

     

    
      	
               
      

            	
              24.

            	
              Governing
      Law.  This Agreement and each Warrant Certificate issued
      hereunder shall be deemed to be a contract made under the laws of the
      State of Colorado and for all purposes shall be construed in accordance
      with the laws of said State.

            


    

     

    
      	
               
      

            	
              25.

            	
              Benefits of this
      Agreement.  Nothing in this Agreement shall be construed
      to give any person or corporation other than the Company, the Warrant
      Agent or the registered holders of the Warrant Certificates any legal or
      equitable right, remedy or claim under this
  Agreement.

            


    

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              26.

            	
              Counterparts.  This
      Agreement may be executed in any number of counterparts, each of such
      counterparts shall for all purposes be deemed to be an original and all
      such counterparts shall together constitute but one and the same
      instrument.

            


    

     

    
      	
               
      

            	
              [The remainder of page
      intentionally left blank]

            


    

     


    
      
        
           

        

         


      

      
        12

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by one of its officers thereunto duly authorized.

     

    


    Date:  _________________________

    


    


    Healthy
Fast Food, Inc.

    


    


    By:
_______________________________________

    Name:

    Title:

    


    


    


    


    Computershare,
Inc. and

    Computershare
Trust Company, N.A.

    On
Behalf of Both Entities:

    


    


    By:
________________________________________

    Name:

    Title:

    


    


    


    


     

    


     

    #
9073887_v2


    
      
        
           

        

         


      

      
        13

        
          

        

      

      
         


      

    

     

    Exhibit
A

    


    VOID
AFTER 5 P.M. MOUNTAIN TIME ON _________________, 2015

    


    CLASS C
WARRANTS TO PURCHASE COMMON STOCK

    WA__________                                                                                                                                Warrants

    


    Healthy
Fast Food, Inc.

    


    CUSIP
42223Y _____

    


    THIS
CERTIFIES THAT_________________________________________or
registered assigns, is the registered holder of the number of Class C Warrants
(“Warrants”)
set forth above.  Each Warrant, unless and until redeemed by the
Company as provided in the Warrant Agreement, hereinafter more fully described
(the “Warrant
Agreement”) entitles the holder thereof to purchase from Healthy Fast
Food, Inc., a corporation incorporated under the laws of the State of Nevada
(“Company”),
subject to the terms and conditions set forth hereinafter and in the Warrant
Agreement, at any time on or after _____________, 2010 and before the close of
business on ______________, 2015 (“Expiration Date”),
one fully paid and non-assessable share of Common Stock of the Company (“Common Stock”) upon
presentation and surrender of this Warrant Certificate, with the instructions
for the registration and delivery of Common Stock filled in, at the stock
transfer office in Golden, Colorado, of Computershare Trust Company, N.A.,
Warrant Agent of the Company (“Warrant Agent”) or of
its successor warrant agent or, if there be no successor warrant agent, at the
corporate offices of the Company, and upon payment of the Exercise Price (as
defined in the Warrant Agreement) and any applicable taxes paid either in cash,
or by certified or official bank check, payable in lawful money of the United
States of America to the order of the Company.  Each Warrant initially
entitles the holder to purchase one share of Common Stock for $____ [150% of the
public offering price of the Units].  The number and kind of
securities or other property for which the Warrants are exercisable are subject
to adjustment in certain events, such as mergers, splits, stock dividends,
splits and the like, to prevent dilution.  The Company may redeem any
or all outstanding and unexercised Warrants by giving not less than 30 days
prior notice at any time after the later of _____________, 2010 and the date on
which the closing price of the Common Stock on the principal exchange or trading
facility on which it is traded has equaled or exceeded $_____ [200% of the
public offering price of the Units] per share on each of five consecutive
trading days.  The Redemption Price is $0.25 per
Warrant.  All Warrants not theretofore exercised will expire on the
Expiration Date.

    


    This
Warrant Certificate is subject to all of the terms, provisions and conditions of
the Warrant Agreement, dated as
of                        ,
2010, between the Company and the Warrant Agent, to all of which terms,
provisions and conditions the registered holder of this Warrant Certificate
consents by acceptance hereof.  The Warrant Agreement is incorporated
herein by reference and made a part hereof and reference is made to the Warrant
Agreement for a full description of the rights, limitations of rights,
obligations, duties and immunities of the Warrant Agent, the Company and the
holders of the Warrant Certificates.  Copies of the Warrant Agreement
are available for inspection at the stock transfer office of the Warrant Agent
or may 

    
       

       

      
        Exhibit A to Warrant Agreement - page 1

      

       

      
         

      

      
         

        
          

        

      

      
         

      

       

      be
obtained upon written request addressed to the Company at Healthy Fast Food,
Inc., 1075 American Pacific, Suite C, Henderson, Nevada 89074, Attention: Chief
Financial Officer.

    

    


    The
Company shall not be required upon the exercise of the Warrants evidenced by
this Warrant Certificate to issue fractions of Warrants, Common Stock or other
securities, but shall make adjustment therefor in cash on the basis of the
current market value of any fractional interest as provided in the Warrant
Agreement.

    


    In
certain cases, the sale of securities by the Company upon exercise of Warrants
would violate the securities laws of the United States, certain states thereof
or other jurisdictions.  The Company has agreed to use all
commercially reasonable efforts to cause a registration statement to continue to
be effective during the term of the Warrants with respect to such sales under
the Securities Act of 1933, and to take such action under the laws of various
states as may be required to cause the sale of securities upon exercise to be
lawful.  However, the Company will not be required to honor the
exercise of Warrants if, in the opinion of the Board of Directors, upon advice
of counsel, the sale of securities upon such exercise would be
unlawful.  In certain cases, the Company may, but is not required to,
purchase Warrants submitted for exercise for a cash price equal to the
difference between the market price of the securities obtainable upon such
exercise and the exercise price of such Warrants.  If the Warrants
would otherwise expire while not exercisable as a result of any such
determination by the Board of Directors, their Expiration Date will be extended
to a date 30 days after the Warrants once again become exercisable.

    


    This
Warrant Certificate, with or without other Certificates, upon surrender to the
Warrant Agent, any successor warrant agent or, in the absence of any successor
warrant agent, at the corporate offices of the Company, may be exchanged for
another Warrant Certificate or Certificates evidencing in the aggregate the same
number of Warrants as the Warrant Certificate or Certificates so
surrendered.  If the Warrants evidenced by this Warrant Certificate
shall be exercised in part, the holder hereof shall be entitled to receive upon
surrender hereof another Warrant Certificate or Certificates evidencing the
number of Warrants not so exercised.

    


    No holder
of this Warrant Certificate, as such, shall be entitled to vote, receive
dividends or be deemed the holder of Common Stock or any other securities of the
Company which may at any time be issuable on the exercise hereof for any purpose
whatever, nor shall anything contained in the Warrant Agreement or herein be
construed to confer upon the holder of this Warrant Certificate, as such, any of
the rights of a stockholder of the Company or any right to vote for the election
of directors or upon any matter submitted to stockholders at any meeting thereof
or give or withhold consent to any corporate action (whether upon any matter
submitted to stockholders at any meeting thereof, or give or withhold consent to
any merger, recapitalization, issuance of stock, reclassification of stock,
change of par value or change of stock to no par value, consolidation,
conveyance or otherwise) or to receive notice of meetings or other actions
affecting stockholders (except as provided in the Warrant Agreement) or to
receive dividends or subscription rights or otherwise until the Warrants
evidenced by this Warrant Certificate shall have been exercised and the Common
Stock purchasable upon the exercise thereof shall have become deliverable as
provided in the Warrant Agreement.

     

    

      Exhibit A to Warrant Agreement - page 2

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    If this
Warrant Certificate shall be surrendered for exercise within any period during
which the transfer books for the Company’s Common Stock or other class of stock
purchasable upon the exercise of the Warrants evidenced by this Warrant
Certificate are closed for any purpose, the Company shall not be required to
make delivery of certificates for shares purchasable upon such transfer until
the date of the reopening of said transfer books.

    


    Every
holder of this Warrant Certificate by accepting the same consents and agrees
with the Company, the Warrant Agent, and with every other holder of a Warrant
Certificate that:

    


    (a)           this
Warrant Certificate is transferable on the registry books of the Warrant Agent
only upon the terms and conditions set forth in the Warrant Agreement,
and

    


    (b)           the
Company and the Warrant Agent may deem and treat the person in whose name this
Warrant Certificate is registered as the absolute owner hereof (notwithstanding
any notation of ownership or other writing thereon made by anyone other than the
Company or the Warrant Agent) for all purposes whatever and neither the Company
nor the Warrant Agent shall be affected by any notice to the
contrary.  The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise of
Warrants evidenced by this Warrant Certificate until any tax which may be
payable in respect thereof by the holder of this Warrant Certificate pursuant to
the Warrant Agreement shall have been paid, such tax being payable by the holder
of this Warrant Certificate at the time of surrender.

    


    This
Warrant Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Warrant Agent.

    


    (Remainder
of page intentionally left blank; signature page follows)

    


     

     

     

     

     

     

     

     

     

     

    
      Exhibit A to Warrant Agreement - page 3


    

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    WITNESS
the facsimile signatures of the proper officers of the Company and its corporate
seal.

    


    Dated:______________

    


    HEALTHY
FAST FOOD, INC.

    


    


    By:                                                              

    Name:

    Title:

    


    Attest:                                                                          

    Secretary

    


    Countersigned:

    


    


    By:                                                      

    Authorized Officer

     

     

     

     

     

     

     

     

     

     

     

     

    Exhibit A to Warrant Agreement - page 4