Unassociated Document


    Exhibit
      4.10

    

      THIS
        WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
        AND
        THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
        OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
        REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
        SATISFACTORY TO INNOVATIVE FOOD HOLDINGS, INC. THAT SUCH REGISTRATION IS
        NOT
        REQUIRED.

      


      
        	 	
                Right
                  to Purchase _______ shares of Common Stock of Innovative Food Holdings,
                  Inc. (subject to adjustment as provided
                  herein)

              


      

      


      CLASS
        C COMMON STOCK PURCHASE WARRANT

       

      No. 2005-C-AUG-001      Issue
        Date: August 25, 2005

       

      INNOVATIVE
        FOOD HOLDINGS, INC., a corporation organized under the laws of the State
        of
        Florida (the “Company”), hereby certifies that, for value received,
        ______________,
        or its
        assigns (the “Holder”), is entitled, subject to the terms set forth below, to
        purchase from the Company at any time after the Issue Date until 5:00 p.m.,
        E.S.T on the one hundred and eightieth day (180th)
        day
        after the Registration Statement (as defined in Section 11.1(iv) of the
        Subscription Agreement (as defined below) has been effective for the public
        and
        unrestricted resale of the Warrant Shares (the “Expiration Date”), up to
        ____________ fully paid and nonassessable shares of Common Stock at a per
        share
        purchase price of $.005. The aforedescribed purchase price per share, as
        adjusted from time to time as herein provided, is referred to herein as the
        "Purchase Price." The number and character of such shares of Common Stock
        and
        the Purchase Price are subject to adjustment as provided herein. The Company
        may
        reduce the Purchase Price without the consent of the Holder. Capitalized
        terms
        used and not otherwise defined herein shall have the meanings set forth in
        that
        certain Subscription Agreement (the “Subscription
        Agreement”),
        dated
        August 25, 2005, entered into by the Company and Holder’s of the Class C
        Warrants.

      


      As
        used
        herein the following terms, unless the context otherwise requires, have the
        following respective meanings: 

       

      (a) The
        term
“Company” shall include Innovative Food Holdings, Inc. and any corporation which
        shall succeed or assume the obligations of Innovative Food Holdings, Inc.
        hereunder. 

       

      (b) The
        term
“Common Stock” includes (a) the Company's Class A Common Stock, $.00001 par
        value per share, as authorized on the date of the Subscription Agreement,
        and
        (b) any other securities into which or for which any of the securities described
        in (a) may be converted or exchanged pursuant to a plan of
        recapitalization, reorganization, merger, sale of assets or
        otherwise.

       

      (c) The
        term
“Other Securities” refers to any stock (other than Common Stock) and other
        securities of the Company or any other person (corporate or otherwise) which
        the
        holder of the Warrant at any time shall be entitled to receive, or shall
        have
        received, on the exercise of the Warrant, in lieu of or in addition to Common
        Stock, or which at any time shall be issuable or shall have been issued in
        exchange for or in replacement of Common Stock or Other Securities pursuant
        to
        Section 5 or otherwise. 

       

      (d) The
        term
“Warrant Shares” shall mean the Common Stock issuable upon exercise of this
        Warrant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THIS
        WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
        AND
        THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
        OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
        REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
        SATISFACTORY TO INNOVATIVE FOOD HOLDINGS, INC. THAT SUCH REGISTRATION IS
        NOT
        REQUIRED.

      


      
        	 	
                Right
                  to Purchase 2,000,000 shares of Common Stock of Innovative Food
                  Holdings,
                  Inc. (subject to adjustment as provided
                  herein)

              


      

      


      CLASS
        C COMMON STOCK PURCHASE WARRANT

       

      No. 2005-C-AUG-002      Issue
        Date: August 25, 2005

       

      INNOVATIVE
        FOOD HOLDINGS, INC., a corporation organized under the laws of the State
        of
        Florida (the “Company”), hereby certifies that, for value received, MOMONA
        CAPITAL, 3 Martha Road, Monsey, New York 10952, Fax: (212) 586-8244,
        or its
        assigns (the “Holder”), is entitled, subject to the terms set forth below, to
        purchase from the Company at any time after the Issue Date until 5:00 p.m.,
        E.S.T on the one hundred and eightieth day (180th)
        day
        after the Registration Statement (as defined in Section 11.1(iv) of the
        Subscription Agreement (as defined below) has been effective for the public
        and
        unrestricted resale of the Warrant Shares (the “Expiration Date”), up to
        2,000,000 fully paid and nonassessable shares of Common Stock at a per share
        purchase price of $.005. The aforedescribed purchase price per share, as
        adjusted from time to time as herein provided, is referred to herein as the
        "Purchase Price." The number and character of such shares of Common Stock
        and
        the Purchase Price are subject to adjustment as provided herein. The Company
        may
        reduce the Purchase Price without the consent of the Holder. Capitalized
        terms
        used and not otherwise defined herein shall have the meanings set forth in
        that
        certain Subscription Agreement (the “Subscription
        Agreement”),
        dated
        August 25, 2005, entered into by the Company and Holder’s of the Class C
        Warrants.

      


      As
        used
        herein the following terms, unless the context otherwise requires, have the
        following respective meanings: 

      


      (a) The
        term
“Company” shall include Innovative Food Holdings, Inc. and any corporation which
        shall succeed or assume the obligations of Innovative Food Holdings, Inc.
        hereunder. 

      


      (b) The
        term
“Common Stock” includes (a) the Company's Class A Common Stock, $.00001 par
        value per share, as authorized on the date of the Subscription Agreement,
        and
        (b) any other securities into which or for which any of the securities described
        in (a) may be converted or exchanged pursuant to a plan of
        recapitalization, reorganization, merger, sale of assets or
        otherwise.

      


      (c) The
        term
“Other Securities” refers to any stock (other than Common Stock) and other
        securities of the Company or any other person (corporate or otherwise) which
        the
        holder of the Warrant at any time shall be entitled to receive, or shall
        have
        received, on the exercise of the Warrant, in lieu of or in addition to Common
        Stock, or which at any time shall be issuable or shall have been issued in
        exchange for or in replacement of Common Stock or Other Securities pursuant
        to
        Section 5 or otherwise. 

      


      (d) The
        term
“Warrant Shares” shall mean the Common Stock issuable upon exercise of this
        Warrant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THIS
        WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
        AND
        THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
        OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
        REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
        SATISFACTORY TO INNOVATIVE FOOD HOLDINGS, INC. THAT SUCH REGISTRATION IS
        NOT
        REQUIRED.

      


      
        	 	
                Right
                  to Purchase 800,000 shares of Common Stock of Innovative Food Holdings,
                  Inc. (subject to adjustment as provided
                  herein)

              


      

      


      CLASS
        C COMMON STOCK PURCHASE WARRANT

       

      No. 2005-C-AUG-003      Issue
        Date: August 25, 2005

       

      INNOVATIVE
        FOOD HOLDINGS, INC., a corporation organized under the laws of the State
        of
        Florida (the “Company”), hereby certifies that, for value received, LANE
        VENTURES, INC., 120 Park Street, Woodmere, New York 11598, Fax: (212)
        586-8244,
        or its
        assigns (the “Holder”), is entitled, subject to the terms set forth below, to
        purchase from the Company at any time after the Issue Date until 5:00 p.m.,
        E.S.T on the one hundred and eightieth day (180th)
        day
        after the Registration Statement (as defined in Section 11.1(iv) of the
        Subscription Agreement (as defined below) has been effective for the public
        and
        unrestricted resale of the Warrant Shares (the “Expiration Date”), up to 800,000
        fully paid and nonassessable shares of Common Stock at a per share purchase
        price of $.005. The aforedescribed purchase price per share, as adjusted
        from
        time to time as herein provided, is referred to herein as the "Purchase Price."
        The number and character of such shares of Common Stock and the Purchase
        Price
        are subject to adjustment as provided herein. The Company may reduce the
        Purchase Price without the consent of the Holder. Capitalized terms used
        and not
        otherwise defined herein shall have the meanings set forth in that certain
        Subscription Agreement (the “Subscription
        Agreement”),
        dated
        August 25, 2005, entered into by the Company and Holder’s of the Class C
        Warrants.

      


      As
        used
        herein the following terms, unless the context otherwise requires, have the
        following respective meanings: 

      


      (a) The
        term
“Company” shall include Innovative Food Holdings, Inc. and any corporation which
        shall succeed or assume the obligations of Innovative Food Holdings, Inc.
        hereunder. 

      


      (b) The
        term
“Common Stock” includes (a) the Company's Class A Common Stock, $.00001 par
        value per share, as authorized on the date of the Subscription Agreement,
        and
        (b) any other securities into which or for which any of the securities described
        in (a) may be converted or exchanged pursuant to a plan of
        recapitalization, reorganization, merger, sale of assets or
        otherwise.

      


      (c) The
        term
“Other Securities” refers to any stock (other than Common Stock) and other
        securities of the Company or any other person (corporate or otherwise) which
        the
        holder of the Warrant at any time shall be entitled to receive, or shall
        have
        received, on the exercise of the Warrant, in lieu of or in addition to Common
        Stock, or which at any time shall be issuable or shall have been issued in
        exchange for or in replacement of Common Stock or Other Securities pursuant
        to
        Section 5 or otherwise. 

      


      (d) The
        term
“Warrant Shares” shall mean the Common Stock issuable upon exercise of this
        Warrant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1. Exercise
        of Warrant.

       

      1.1. Number
        of Shares Issuable upon Exercise.
        From
        and after the Issue Date through and including the Expiration Date, the Holder
        hereof shall be entitled to receive, upon exercise of this Warrant in whole
        in
        accordance with the terms of subsection 1.2 or upon exercise of this
        Warrant in part in accordance with subsection 1.3, shares of Common
        Stock
        of the Company, subject to adjustment pursuant to Section 4.

       

      1.2. Full
        Exercise.
        This
        Warrant may be exercised in full by the Holder hereof by delivery of an original
        or facsimile copy of the form of subscription attached as Exhibit A
        hereto
        (the “Subscription Form") duly executed by such Holder and surrender of the
        original Warrant within four (4) days of exercise, to the Company at its
        principal office or at the office of its Warrant Agent (as provided
        hereinafter), accompanied by payment, in cash, wire transfer or by certified
        or
        official bank check payable to the order of the Company, in the amount obtained
        by multiplying the number of shares of Common Stock for which this Warrant
        is
        then exercisable by the Purchase Price then in effect. 

       

      1.3. Partial
        Exercise.
        This
        Warrant may be exercised in part (but not for a fractional share) by surrender
        of this Warrant in the manner and at the place provided in subsection 1.2
        except that the amount payable by the Holder on such partial exercise shall
        be
        the amount obtained by multiplying (a) the number of whole shares
        of Common
        Stock designated by the Holder in the Subscription Form by (b) the
        Purchase
        Price then in effect. On any such partial exercise, the Company, at its expense,
        will forthwith issue and deliver to or upon the order of the Holder hereof
        a new
        Warrant of like tenor, in the name of the Holder hereof or as such Holder
        (upon
        payment by such Holder of any applicable transfer taxes) may request, the
        whole
        number of shares of Common Stock for which such Warrant may still be
        exercised.

       

      1.4. Fair
        Market Value.
        Fair
        Market Value of a share of Common Stock as of a particular date (the
        "Determination Date") shall mean: 

       

      (a) If
        the
        Company's Common Stock is traded on an exchange or is quoted on the National
        Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National
        Market System, the NASDAQ SmallCap Market or the American Stock Exchange,
        LLC,
        then the closing or last sale price, respectively, reported for the last
        business day immediately preceding the Determination Date;

       

      (b) If
        the
        Company's Common Stock is not traded on an exchange or on the NASDAQ National
        Market System, the NASDAQ SmallCap Market or the American Stock Exchange,
        Inc.,
        but is traded in the over-the-counter market, then the average of the closing
        bid and ask prices reported for the last business day immediately preceding
        the
        Determination Date;

       

      (c) Except
        as
        provided in clause (d) below, if the Company's Common Stock is not
        publicly
        traded, then as the Holder and the Company agree, or in the absence of such
        an
        agreement, by arbitration in accordance with the rules then standing of the
        American Arbitration Association, before a single arbitrator to be chosen
        from a
        panel of persons qualified by education and training to pass on the matter
        to be
        decided; or

       

      (d) If
        the
        Determination Date is the date of a liquidation, dissolution or winding up,
        or
        any event deemed to be a liquidation, dissolution or winding up pursuant
        to the
        Company's charter, then all amounts to be payable per share to holders of
        the
        Common Stock pursuant to the charter in the event of such liquidation,
        dissolution or winding up, plus all other amounts to be payable per share
        in
        respect of the Common Stock in liquidation under the charter, assuming for
        the
        purposes of this clause (d) that all of the shares of Common Stock
        then
        issuable upon exercise of all of the Warrants are outstanding at the
        Determination Date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.5. Company
        Acknowledgment.
        The
        Company will, at the time of the exercise of the Warrant, upon the request
        of
        the Holder hereof acknowledge in writing its continuing obligation to afford
        to
        such Holder any rights to which such Holder shall continue to be entitled
        after
        such exercise in accordance with the provisions of this Warrant. If the Holder
        shall fail to make any such request, such failure shall not affect the
        continuing obligation of the Company to afford to such Holder any such
        rights.

       

      1.6. Trustee
        for Warrant Holders.
        In the
        event that a bank or trust company shall have been appointed as trustee for
        the
        Holder of the Warrants pursuant to Subsection 3.2, such bank or trust
        company shall have all the powers and duties of a warrant agent (as hereinafter
        described) and shall accept, in its own name for the account of the Company
        or
        such successor person as may be entitled thereto, all amounts otherwise payable
        to the Company or such successor, as the case may be, on exercise of this
        Warrant pursuant to this Section 1. 

       

        1.7 Delivery
        of Stock Certificates, etc. on Exercise.
        The
        Company agrees that the shares of Common Stock purchased upon exercise of
        this
        Warrant shall be deemed to be issued to the Holder hereof as the record owner
        of
        such shares as of the close of business on the date on which this Warrant
        shall
        have been surrendered and payment made for such shares as aforesaid. As soon
        as
        practicable after the exercise of this Warrant in full or in part, and in
        any
        event within four (4) business
        days
        thereafter, the Company at its expense (including the payment by it of any
        applicable issue taxes) will cause to be issued in the name of and delivered
        to
        the Holder hereof, or as such Holder (upon payment by such Holder of any
        applicable transfer taxes) may direct in compliance with applicable securities
        laws, a certificate or certificates for the number of duly and validly issued,
        fully paid and nonassessable shares of Common Stock (or Other Securities)
        to
        which such Holder shall be entitled on such exercise, plus, in lieu of any
        fractional share to which such Holder would otherwise be entitled, cash equal
        to
        such fraction multiplied by the then Fair Market Value of one full share
        of
        Common Stock, together with any other stock or other securities and property
        (including cash, where applicable) to which such Holder is entitled upon
        such
        exercise pursuant to Section 1 or otherwise. 

       

      2. Cashless
        Exercise.

       

      (a) If
        a
        Registration Statement (as defined in the Subscription Agreement) (“Registration
        Statement”) is effective and the Holder may sell its shares of Common Stock upon
        exercise hereof pursuant to the Registration Statement, this Warrant may
        be
        exercisable in whole or in part for cash only as set forth in Section 1 above.
        If no such Registration Statement is available
        during
        the time that such Registration Statement is required to be effective pursuant
        to the terms of the Subscription Agreement, then payment upon exercise may
        be
        made at the option of the Holder either in (i) cash, wire transfer
        or by
        certified or official bank check payable to the order of the Company equal
        to
        the applicable aggregate Purchase Price, (ii) by delivery of Common Stock
        issuable upon exercise of the Warrants in accordance with
        Section (b) below or (iii) by a combination of any of
        the
        foregoing methods, for the number of Common Stock specified in such form
        (as
        such exercise number shall be adjusted to reflect any adjustment in the total
        number of shares of Common Stock issuable to the holder per the terms of
        this
        Warrant) and the holder shall thereupon be entitled to receive the number
        of
        duly authorized, validly issued, fully-paid and non-assessable shares of
        Common
        Stock (or Other Securities) determined as provided herein.

       

      (b) If
        the
        Fair Market Value of one share of Common Stock is greater than the Purchase
        Price (at the date of calculation as set forth below), in lieu of exercising
        this Warrant for cash, the holder may elect to receive shares equal to the
        value
        (as determined below) of this Warrant (or the portion thereof being cancelled)
        by surrender of this Warrant at the principal office of the Company together
        with the properly endorsed Subscription Form in which event the Company shall
        issue to the holder a number of shares of Common Stock computed using the
        following formula:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      X=Y
        (A-B)

          A

       

      
        	Where	 	X=	the
                number of shares of Common Stock to be issued to the holder
	 	 	 	 
	 	 	
                Y=

              	
                the
                  number of shares of Common Stock purchasable under the Warrant
                  or, if only
                  a portion of the Warrant is being exercised, the portion of the
                  Warrant
                  being exercised (at the date of such calculation)

              
	 	 	 	 
	 	 	
                A=

              	
                the
                  Fair Market Value of one share of the Company’s Common Stock (at the date
                  of such calculation)

              
	 	 	 	 
	 	 	
                B=

              	
                Purchase
                  Price (as adjusted to the date of such
                  calculation)

              


      

       

      (c) The
        Holder may employ the cashless exercise feature described in Section (b)
        above
        only during the pendency of a Non-Registration Event as described in Section
        11
        of the Subscription Agreement.

       

      For
        purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood
        and acknowledged that the Warrant Shares issued in a cashless exercise
        transaction shall be deemed to have been acquired by the Holder, and the
        holding
        period for the Warrant Shares shall be deemed to have commenced, on the date
        this Warrant was originally issued pursuant to the Subscription
        Agreement.

       

      3. Adjustment
        for Reorganization, Consolidation, Merger, etc.

       

      3.1. Reorganization,
        Consolidation, Merger, etc.
        In case
        at any time or from time to time, the Company shall (a) effect a
        reorganization, (b) consolidate with or merge into any other person
        or
        (c) transfer all or substantially all of its properties or assets
        to any
        other person under any plan or arrangement contemplating the dissolution
        of the
        Company, then, in each such case, as a condition to the consummation of such
        a
        transaction, proper and adequate provision shall be made by the Company whereby
        the Holder of this Warrant, on the exercise hereof as provided in
        Section 1, at any time after the consummation of such reorganization,
        consolidation or merger or the effective date of such dissolution, as the
        case
        may be, shall receive, in lieu of the Common Stock (or Other Securities)
        issuable on such exercise prior to such consummation or such effective date,
        the
        stock and other securities and property (including cash) to which such Holder
        would have been entitled upon such consummation or in connection with such
        dissolution, as the case may be, if such Holder had so exercised this Warrant,
        immediately prior thereto, all subject to further adjustment thereafter as
        provided in Section 4.

       

      3.2. Dissolution.
        In the
        event of any dissolution of the Company following the transfer of all or
        substantially all of its properties or assets, the Company, prior to such
        dissolution, shall at its expense deliver or cause to be delivered the stock
        and
        other securities and property (including cash, where applicable) receivable
        by
        the Holder of the Warrants after the effective date of such dissolution pursuant
        to this Section 3 to a bank or trust company (a "Trustee") having
        its
        principal office in New York, NY, as trustee for the Holder of the
        Warrants. 

       

      3.3. Continuation
        of Terms.
        Upon
        any reorganization, consolidation, merger or transfer (and any dissolution
        following any transfer) referred to in this Section 3, this Warrant
        shall
        continue in full force and effect and the terms hereof shall be applicable
        to
        the Other Securities and property receivable on the exercise of this Warrant
        after the consummation of such reorganization, consolidation or merger or
        the
        effective date of dissolution following any such transfer, as the case may
        be,
        and shall be binding upon the issuer of any Other Securities, including,
        in the
        case of any such transfer, the person acquiring all or substantially all
        of the
        properties or assets of the Company, whether or not such person shall have
        expressly assumed the terms of this Warrant as provided in Section 4.
        In
        the event this Warrant does not continue in full force and effect after the
        consummation of the transaction described in this Section 3, then
        only in
        such event will the Company's securities and property (including cash, where
        applicable) receivable by the Holder of the Warrants be delivered to the
        Trustee
        as contemplated by Section 3.2.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.4 Share
        Issuance.
        Until
        the Expiration Date, if the Company shall issue any Common Stock except for
        the
        Excepted Issuance (as defined in the Subscription Agreement), prior to the
        complete exercise of this Warrant for a consideration less than the Purchase
        Price that would be in effect at the time of such issue, then, and thereafter
        successively upon each such issue, the Purchase Price shall be reduced to
        such
        other lower issue price. For purposes of this adjustment, the issuance of
        any
        security or debt instrument of the Company carrying the right to convert
        such
        security or debt instrument into Common Stock or of any warrant, right or
        option
        to purchase Common Stock shall result in an adjustment to the Purchase Price
        upon the issuance of the above-described security, debt instrument, warrant,
        right, or option and again at any time upon any subsequent issuances of shares
        of Common Stock upon exercise of such conversion or purchase rights if such
        issuance is at a price lower than the Purchase Price in effect upon such
        issuance. The reduction of the Purchase Price described in this Section 3.4
        is
        in addition to the other rights of the Holder described in the Subscription
        Agreement.

       

      4. Extraordinary
        Events Regarding Common Stock.
        In the
        event that the Company shall (a) issue additional shares of the Common
        Stock as a dividend or other distribution on outstanding Common Stock,
        (b) subdivide its outstanding shares of Common Stock, or (c) combine
        its outstanding shares of the Common Stock into a smaller number of shares
        of
        the Common Stock, then, in each such event, the Purchase Price shall,
        simultaneously with the happening of such event, be adjusted by multiplying
        the
        then Purchase Price by a fraction, the numerator of which shall be the number
        of
        shares of Common Stock outstanding immediately prior to such event and the
        denominator of which shall be the number of shares of Common Stock outstanding
        immediately after such event, and the product so obtained shall thereafter
        be
        the Purchase Price then in effect. The Purchase Price, as so adjusted, shall
        be
        readjusted in the same manner upon the happening of any successive event
        or
        events described herein in this Section 4. The number of shares of
        Common
        Stock that the Holder of this Warrant shall thereafter, on the exercise hereof
        as provided in Section 1, be entitled to receive shall be adjusted
        to a
        number determined by multiplying the number of shares of Common Stock that
        would
        otherwise (but for the provisions of this Section 4) be issuable on
        such
        exercise by a fraction of which (a) the numerator is the Purchase
        Price
        that would otherwise (but for the provisions of this Section 4) be
        in
        effect, and (b) the denominator is the Purchase Price in effect on
        the date
        of such exercise.

       

      5. Certificate
        as to Adjustments.
        In each
        case of any adjustment or readjustment in the shares of Common Stock (or
        Other
        Securities) issuable on the exercise of the Warrants, the Company at its
        expense
        will promptly cause its Chief Financial Officer or other appropriate designee
        to
        compute such adjustment or readjustment in accordance with the terms of the
        Warrant and prepare a certificate setting forth such adjustment or readjustment
        and showing in detail the facts upon which such adjustment or readjustment
        is
        based, including a statement of (a) the consideration received or
        receivable by the Company for any additional shares of Common Stock (or Other
        Securities) issued or sold or deemed to have been issued or sold, (b) the
        number of shares of Common Stock (or Other Securities) outstanding or deemed
        to
        be outstanding, and (c) the Purchase Price and the number of shares
        of
        Common Stock to be received upon exercise of this Warrant, in effect immediately
        prior to such adjustment or readjustment and as adjusted or readjusted as
        provided in this Warrant. The Company will forthwith mail a copy of each
        such
        certificate to the Holder of the Warrant and any Warrant Agent of the Company
        (appointed pursuant to Section 11 hereof).

       

      6. Reservation
        of Stock, etc. Issuable on Exercise of Warrant; Financial
        Statements.
        The
        Company will at all times reserve and keep available, solely for issuance
        and
        delivery on the exercise of the Warrants, all shares of Common Stock (or
        Other
        Securities) from time to time issuable on the exercise of the Warrant. This
        Warrant entitles the Holder hereof to receive copies of all financial and
        other
        information distributed or required to be distributed to the holders of the
        Company's Common Stock. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7. Assignment;
        Exchange of Warrant.
        Subject
        to compliance with applicable securities laws, this Warrant, and the rights
        evidenced hereby, may be transferred by any registered holder hereof (a
        "Transferor"). On the surrender for exchange of this Warrant, with the
        Transferor's endorsement in the form of Exhibit B attached hereto
        (the
“Transferor Endorsement Form") and together with an opinion of counsel
        reasonably satisfactory to the Company that the transfer of this Warrant
        will be
        in compliance with applicable securities laws, the Company at its expense,
        twice, only, but with payment by the Transferor of any applicable transfer
        taxes, will issue and deliver to or on the order of the Transferor thereof
        a new
        Warrant or Warrants of like tenor, in the name of the Transferor and/or the
        transferee(s) specified in such Transferor Endorsement Form (each a
        "Transferee"), calling in the aggregate on the face or faces thereof for
        the
        number of shares of Common Stock called for on the face or faces of the Warrant
        so surrendered by the Transferor. No such transfers shall result in a public
        distribution of the Warrant.

       

      8. Replacement
        of Warrant.
        On
        receipt of evidence reasonably satisfactory to the Company of the loss, theft,
        destruction or mutilation of this Warrant and, in the case of any such loss,
        theft or destruction of this Warrant, on delivery of an indemnity agreement
        or
        security reasonably satisfactory in form and amount to the Company or, in
        the
        case of any such mutilation, on surrender and cancellation of this Warrant,
        the
        Company at its expense, twice only, will execute and deliver, in lieu thereof,
        a
        new Warrant of like tenor.

       

      9. Registration
        Rights.
        The
        Holder of this Warrant has been granted certain registration rights by the
        Company. These registration rights are set forth in the Subscription Agreement.
        The terms of the Subscription Agreement are incorporated herein by this
        reference.

       

      10. Maximum
        Exercise.
        The
        Holder shall not be entitled to exercise this Warrant on an exercise date,
        in
        connection with that number of shares of Common Stock which would be in excess
        of the sum of (i) the number of shares of Common Stock beneficially
        owned
        by the Holder and its affiliates on an exercise date, and (ii) the
        number
        of shares of Common Stock issuable upon the exercise of this Warrant with
        respect to which the determination of this limitation is being made on an
        exercise date, which would result in beneficial ownership by the Holder and
        its
        affiliates of more than 4.99% of the outstanding shares of Common Stock on
        such
        date. For the purposes of the immediately preceding sentence, beneficial
        ownership shall be determined in accordance with Section 13(d) of
        the
        Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
        Subject to the foregoing, the Holder shall not be limited to aggregate exercises
        which would result in the issuance of more than 4.99%. The
        restriction described in this paragraph may be waived, in whole or
        in part,
        upon sixty-one (61) days prior notice from the Holder to the Company. The
        Holder
        may allocate which of the equity of the Company deemed beneficially owned
        by the
        Subscriber shall be included in the 4.99% amount described above and which
        shall
        be allocated to the excess above 4.99%.

       

      11. Warrant
        Agent.
        The
        Company may, by written notice to the Holder of the Warrant, appoint an agent
        (a
“Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities)
        on the exercise of this Warrant pursuant to Section 1, exchanging
        this
        Warrant pursuant to Section 7, and replacing this Warrant pursuant
        to
        Section 8, or any of the foregoing, and thereafter any such issuance,
        exchange or replacement, as the case may be, shall be made at such office
        by
        such Warrant Agent. 

       

      12. Transfer
        on the Company's Books.
        Until
        this Warrant is transferred on the books of the Company, the Company may
        treat
        the registered holder hereof as the absolute owner hereof for all purposes,
        notwithstanding any notice to the contrary. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      13. Notices.
        All
        notices, demands, requests, consents, approvals, and other communications
        required or permitted hereunder shall be in writing and, unless otherwise
        specified herein, shall be (i) personally served, (ii) deposited in the mail,
        registered or certified, return receipt requested, postage prepaid, (iii)
        delivered by reputable air courier service with charges prepaid, or (iv)
        transmitted by hand delivery, telegram, or facsimile, addressed as set forth
        below or to such other address as such party shall have specified most recently
        by written notice. Any notice or other communication required or permitted
        to be
        given hereunder shall be deemed effective (a) upon hand delivery or delivery
        by
        facsimile, with accurate confirmation generated by the transmitting facsimile
        machine, at the address or number designated below (if delivered on a business
        day during normal business hours where such notice is to be received), or
        the
        first business day following such delivery (if delivered other than on a
        business day during normal business hours where such notice is to be received)
        or (b) on the second business day following the date of mailing by express
        courier service, fully prepaid, addressed to such address, or upon actual
        receipt of such mailing, whichever shall first occur. The addresses for such
        communications shall be: (i) if to the Company to: Innovative
        Food Holdings, Inc., 1923 Trade Center Way, Suite #1, Naples, FL 34109, Attn:
        Joe Dimaggio, CEO & President, telecopier number: (239) 596-0204, with an
        additional copy by telecopier only to: Irving Rothstein, Esq., Feder, Kaszovitz,
        Isaacson, Weber, Skala, Bass & Rhine LLP, 750 Lexington Avenue, New York, NY
        10022-1200, telecopier number: (212) 888-7776, and (ii) if to the Holder,
        to the
        address and telecopier number listed on the first paragraph of this Warrant,
        with an additional copy by telecopier only to: Grushko & Mittman, P.C., 551
        Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number: (212)
        697-3575.

       

      14. Miscellaneous.
        This
        Warrant and any term hereof may be changed, waived, discharged or terminated
        only by an instrument in writing signed by the party against which enforcement
        of such change, waiver, discharge or termination is sought. This Warrant
        shall
        be construed and enforced in accordance with and governed by the laws of
        New
        York. Any dispute relating to this Warrant shall be adjudicated in New York
        County in the State of New York. The headings in this Warrant are for purposes
        of reference only, and shall not limit or otherwise affect any of the terms
        hereof. The invalidity or unenforceability of any provision hereof shall
        in no
        way affect the validity or enforceability of any other provision. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Company has executed this Warrant as of the date first
        written above. 

       

      
                                                INNOVATIVE
          FOOD
          HOLDINGS, INC. 

         

                                                By:
          ______________________________

                                                                               Name:


                                                                               Title:
          

      

       

       

       

       

      
        Witness:

      

       

       

      _____________________________

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit A

      


      FORM
        OF
        SUBSCRIPTION

      (to
        be
        signed only on exercise of Warrant)

       

      TO:
        INNOVATIVE FOOD HOLDINGS, INC. 

       

      The
        undersigned, pursuant to the provisions set forth in the attached Warrant
        (No.____), hereby irrevocably elects to purchase (check applicable
        box):

      


      ___ ________
        shares of the Common Stock covered by such Warrant; or

       

      ___ the
        maximum number of shares of Common Stock covered by such Warrant pursuant
        to the
        cashless exercise procedure set forth in Section 2.

      


      The
        undersigned herewith makes payment of the full purchase price for such shares
        at
        the price per share provided for in such Warrant, which is $___________.
        Such
        payment takes the form of (check applicable box or boxes):

      


      ___ $__________
        in lawful money of the United States; and/or

       

      ___ the
        cancellation of such portion of the attached Warrant as is exercisable for
        a
        total of _______ shares of Common Stock (using a Fair Market Value of $_______
        per share for purposes of this calculation); and/or

      


      ___ the
        cancellation of such number of shares of Common Stock as is necessary, in
        accordance with the formula set forth in Section 2, to exercise this
        Warrant with respect to the maximum number of shares of Common Stock purchasable
        pursuant to the cashless exercise procedure set forth in
        Section 2.

      


      The
        undersigned requests that the certificates for such shares be issued in the
        name
        of, and delivered to _____________________________________________________
        whose
        address is
        ______________________________________________________________________________________________

      __________________________________________________________________________________

       

      Number
        of
        Shares of Common Stock Beneficially Owned on the date of exercise: Less
        than
        five percent (5%) of the outstanding Common Stock of Innovative Food Holdings,
        Inc..

      


      The
        undersigned represents and warrants that all offers and sales by the undersigned
        of the securities issuable upon exercise of the within Warrant shall be made
        pursuant to registration of the Common Stock under the Securities Act of
        1933,
        as amended (the "Securities Act"), or pursuant to an exemption from registration
        under the Securities Act.

      


      
        	
                Dated:___________________

              	
                _______________________________________________

                (Signature
                  must conform to name of holder as specified on the face of the
                  Warrant)

                 

                
                  _______________________________________________

                  
                    _______________________________________________

                  

                

                (Address)

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit B

      


      


      FORM
        OF
        TRANSFEROR ENDORSEMENT

      (To
        be
        signed only on transfer of Warrant)

       

      For
        value
        received, the undersigned hereby sells, assigns, and transfers unto the
        person(s) named below under the heading "Transferees" the right represented
        by
        the within Warrant to purchase the percentage and number of shares of Common
        Stock of INNOVATIVE FOOD HOLDINGS, INC. to which the within Warrant relates
        specified under the headings "Percentage Transferred" and "Number Transferred,"
        respectively, opposite the name(s) of such person(s) and appoints each such
        person Attorney to transfer its respective right on the books of INNOVATIVE
        FOOD
        HOLDINGS, INC. with full power of substitution in the premises.

      


      


      
        	
                Transferees

              	
                Percentage
                  Transferred

              	
                Number
                  Transferred

              
	 	 	 
	 	 	 
	 	 	 


      

      


      


      
        	
                Dated:
                  ______________, ___________

                 

                 

                 

                Signed
                  in the presence of:

                ______________________

                (Name)

                 

                 

                ACCEPTED
                  AND AGREED:

                [TRANSFEREE]

                 

                
                  ______________________

                

                (Name)

              	
                ____________________________________________________

                (Signature
                  must conform to name of holder as specified on the face of the
                  warrant)

                 

                 

                
                  ____________________________________________________

                  
                    ____________________________________________________

                  

                

                (address)

                 

                
                  ____________________________________________________

                  
                    ____________________________________________________

                  

                

                (address)