Exhibit
4.1


Landec Corporation


2,580,665 Shares


Common Stock


Registration Rights Agreement


March 26, 2002


TO EACH OF THE PURCHASERS

NAMED ON THE SIGNATURE PAGES HEREOF


Ladies and Gentlemen:


Landec Corporation, a California corporation (the “Company”), proposes
to issue and sell to the Purchasers (as defined herein) upon the terms set
forth in the Subscription Agreement (as defined herein) 2,580,665 shares of its
common stock, par value $0.001 per share (the “Securities”).  As an inducement to the Purchasers to enter
into the Subscription Agreement and in satisfaction of a condition to the obligations
of the Purchasers thereunder, the Company agrees with the Purchasers for the
benefit of holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) as follows:


1.             Definitions.


(a)           Capitalized
terms used herein without definition shall have the meanings ascribed thereto
in the Subscription Agreement.  As used
in this Agreement, the following defined terms shall have the following
meanings:


“Affiliate” of any specified person means any other person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with such specified person. 
For purposes of this definition, control of a person means the power,
direct or indirect, to direct or cause the direction of the management and
policies of such person whether by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


“Business Day” means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in New York, New
York are authorized or obligated by law or executive order to close.


 

















 


“Closing Date” has the meaning in the Subscription Agreement.


“Closing Price” as of any date means the closing price of one
share of Common Stock as reported by the Nasdaq National Market on such date.


“Commission” means the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.


“Common Stock” means the Company’s common stock, par value
$0.001 per share.


“Delay Conditions” means (i) the Company is in possession of
material non-public information the disclosure of which would have a material
adverse effect on the business, operations, prospects, condition (financial or
otherwise) of the Company and its subsidiaries, taken as a whole or (ii) the
Board of Directors of the Company determines in good faith that a delay in the
effectiveness of the Shelf Registration Statement, or the Shelf Registration
Statement ceasing to be effective or a Prospectus thereunder ceasing to be
usable, as the case may be, is appropriate due to occurrence or existence of
any pending corporate development with respect to the Company.  The Delay Conditions shall be deemed to no
longer exist if (x) in the case of clause (i) above, the Board of Directors of
the Company determines in good faith that the disclosure of such material
information would not be prejudicial to or contrary to the interest of the
Company and (y) in the case of clause (ii) above, the Board of Directors of the
Company determines in good faith that such delay or cessation is no longer appropriate.


“Effectiveness Period” has the meaning assigned thereto in
Section 2(b)(i) hereof.


“Effective Time” means the date on which the Commission declares
the Shelf Registration Statement effective or on which the Shelf Registration
Statement otherwise becomes effective.


“Effectiveness Deadline Date” means the date which is 90 days
from the Closing Date if the Commission determines not to review the Shelf
Registration Statement, or if the Commission determines to review the Shelf
Registration Statement, then Effectiveness Deadline Date means the date which
is 120 days from the Closing Date; provided that, in either case, the
Effectiveness Deadline Date may be postponed for up to 60 days if and so long
as the Delay Conditions exist.


“Electing Holder” has the meaning assigned thereto in Section
3(a)(ii) hereof.


“Exchange Act” means the United States Securities Exchange Act
of 1934, as amended.


“Filing Deadline Date” means the date which is 30 days from the
Closing Date.


 


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“holder” means, when used with respect to any Security, the
record holder of such Security.


“Managing Underwriters” means the investment banker or
investment bankers and manager or managers that shall administer an
underwritten offering, if any, conducted pursuant to Section 6 hereof.


“Maximum Delay Period” means 60 consecutive days (or 60 days in
the aggregate in any calendar year); provided that the Maximum Delay Period
shall be reduced by the number of days in which the Effectiveness Deadline Date
was postponed pursuant to the proviso in the definitions thereof.


“NASD Rules” means the Rules of the National Association of
Securities Dealers, Inc., as amended from time to time.


“Notice and Questionnaire” means a Notice of Registration Statement
and Selling Securityholder Questionnaire, substantially in the form of Exhibit
A attached hereto, relating to the Securities.


“person” means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.


“Prospectus” means the prospectus (including, without
limitation, any preliminary prospectus, any final prospectus and any prospectus
that discloses information previously omitted from a prospectus filed as part
of an effective registration statement in reliance upon Rule 430A under the
Securities Act) included in the Shelf Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the offering
of any portion of the Registrable Securities covered by the Shelf Registration
Statement and by all other amendments and supplements to such prospectus,
including all material incorporated by reference in such prospectus and all
documents filed after the date of such prospectus by the Company under the
Exchange Act and incorporated by reference therein.


“Purchasers” means the Purchasers named on the signature pages
of the Subscription Agreement.


“Registrable Securities” means all or any portion of the
Securities; provided, however, that a security ceases to be a
Registrable Security when it is no longer a Restricted Security.


“Restricted Security” means any Security except any such
Security that (i) has been registered pursuant to an effective registration
statement under the Securities Act and sold in a manner contemplated by the
Shelf Registration Statement, (ii) has been transferred in compliance with Rule
144 under the Securities Act (or any successor provision thereto) or is
transferable pursuant to paragraph (k) of such Rule 144 (or any successor
provision thereto) or (iii) has otherwise been transferred and a new Security
not subject to transfer restrictions under the Securities Act has been
delivered by or on behalf of the Company.


 


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“Rules and Regulations” means the published rules and
regulations of the Commission promulgated under the Securities Act or the
Exchange Act, as in effect at any relevant time.


“Securities Act” means the United States Securities Act of 1933,
as amended.


“Shelf Registration” means a registration effected pursuant to
Section 2 hereof.


“Shelf Registration Statement” means a “shelf” registration
statement filed under the Securities Act providing for the registration of, and
the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities pursuant to Rule 415 under the Securities Act and/or any
similar rule that may be adopted by the Commission, filed by the Company
pursuant to the provisions of Section 2 of this Agreement, including the
Prospectus contained therein, any amendments and supplements to such
registration statement, including post-effective amendments, and all exhibits
and all material incorporated by reference in such registration statement.


“Subscription Agreement” means the Subscription Agreements,
dated as of March 26, 2002, between the Company and the Purchasers.


“underwriter” means any underwriter of Registrable Securities in
connection with an offering thereof under a Shelf Registration Statement.


2.             Shelf
Registration.


(a)           The
Company shall, (1) use its reasonable best efforts to file with the Commission
a Shelf Registration Statement relating to the offer and sale of the
Registrable Securities on or prior to the Filing Deadline Date and (2) use its
reasonable best efforts to cause such Shelf Registration Statement to be declared
effective under the Securities Act on or prior to the Effectiveness Deadline
Date; provided, however, that no holder shall be entitled to be named as a
selling securityholder in the Shelf Registration Statement or to use the
Prospectus for resales of Registrable Securities unless such holder is an
Electing Holder.


If (x) such Shelf Registration Statement covering the Registrable
Securities is not filed with the Commission on or prior to the Filing Deadline
Date, (y) such Shelf Registration Statement covering the Registrable Securities
is not declared effective by the Commission on or prior to the Effectiveness
Deadline Date or (z) such Shelf Registration Statement ceases to be effective
or any Prospectus thereunder ceases to be usable with respect to any
Registrable Securities, the Company will make pro rata payments to each
Purchaser, as liquidated damages and not as a penalty, in an amount per 30-day
period (or pro rata portion thereof) equal to 2.0% of the aggregate amount paid
by such Purchaser on the Closing Date to the Company in respect of the then
Registrable Securities (i) in the case of clause (x), for the period from the
Filing Deadline Date to the date on which such Shelf Registration Statement is
filed, (ii) in the case of clause (y), for the period from the Effectiveness
Deadline Date to the date on which such Shelf Registration Statement becomes
effective and (iii) in the case of clause (z), for any period in excess of the
Maximum Delay Period in which such Shelf Registration Statement ceases to be
effective or any Prospectus thereunder ceases to be usable 


 


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with respect to any Registrable Securities.  No such payments shall be payable in respect of any Securities
that are not Registrable Securities. 
Such payments shall be made to each Purchaser in cash not later than
three Business Days following the end of each 30-day period.


(b)           The
Company shall use all reasonable efforts:


(i)            to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus to be usable
by holders for resales of Registrable Securities until the earlier of (A) the
sale under the Shelf Registration Statement of all the Registrable Securities
registered thereunder and (B) all of the Securities ceasing to be Restricted
Securities (such period being referred to herein as the “Effectiveness Period”);


(ii)           after the Effective Time, promptly
upon the request of any transferee that is a holder of Registrable Securities
that did not have an opportunity to become an Electing Holder prior to the
Effective Time, to take any action reasonably necessary to enable such holder
to use the Prospectus for resales of Registrable Securities, including without
limitation any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement; provided, however,
that nothing in this subparagraph shall relieve such holder of the obligation
to return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(a) hereof; and


(iii)          after the Effective Time, so long as
the Company is obligated to add holders pursuant to clause (ii) immediately
above, upon the request of any other holder of Registrable Securities that is
not then an Electing Holder, to take any action reasonably necessary to enable
such holder to use the Prospectus for resales of Registrable Securities,
including without limitation any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement; provided, however,
that nothing in this subparagraph shall relieve such holder of the obligation
to return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(a) hereof.


3.             Registration
Procedures.  In connection with the
Shelf Registration Statement, the following provisions shall apply:


(a)           The
Company shall mail the Notice and Questionnaire to the holders of Registrable
Securities.  No holder shall be entitled
to be named as a selling securityholder in the Shelf Registration Statement as
of the Effective Time, and no holder shall be entitled to use the Prospectus
for resales of Registrable Securities at any time unless such holder has returned
a completed and signed Notice and Questionnaire to the Company by the deadline
for response set forth therein; provided, however, holders of
Registrable Securities shall have at least 10 calendar days from the date on
which the Notice and Questionnaire is first mailed to such holders to return a
completed and signed Notice and


 


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Questionnaire to the Company.  The term “Electing Holder” shall mean any
holder of Registrable Securities that has returned a completed and signed
Notice and Questionnaire to the Company in accordance with Section 3(a) hereof.


(b)           The
Company shall furnish to each Electing Holder, counsel to the Electing Holders,
and the Managing Underwriters, if any, no fewer than five Business Days prior
to the initial filing of the Shelf Registration Statement, a copy of such Shelf
Registration Statement, and shall furnish to such holders, counsel to such
holders, and the Managing Underwriters, if any, no fewer than two Business Days
prior to the filing of any amendment or supplement to the Prospectus, a copy of
such amendment or supplement and shall use all reasonable efforts to reflect in
each such document when so filed with the Commission such comments as such
holders and their respective counsel reasonably may propose; provided, however,
that the Company shall make the final decision as to the form and content of
each such document.  If any such Shelf
Registration Statement refers to any Electing Holder by name or otherwise as
the holder of any securities of the Company, then such Electing Holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such Electing Holder, to the effect that
the holding by such Electing Holder of such securities is not to be construed
as a recommendation by such Electing Holder of the investment quality of the
Company’s securities covered thereby and that such holding does not imply that
such Electing Holder will assist in meeting any future financial requirements
of the Company or (ii) in the event that such reference to such Electing Holder
by name or otherwise is not required by the Securities Act or any similar
Federal statute then in force, the deletion of the reference to such Electing
Holder in any amendment or supplement to the Registration Statement filed or prepared
subsequent to the time that such reference ceases to be required.


(c)           From
the date hereof until the end of the Effectiveness Period, the Company shall
(subject to paragraph (j) below) promptly take such action as may be necessary
so that (i) each of the Shelf Registration Statement and any amendment thereto
and the Prospectus and any amendment or supplement thereto (and each report or
other document incorporated by reference therein in each case) complies in all
material respects with the Securities Act and the Exchange Act and the
respective rules and regulations thereunder, (ii) each of the Shelf
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading and (iii) each of the Prospectus and any amendment or supplement to
the Prospectus does not at any time during the Effectiveness Period include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


(d)           The
Company shall promptly advise each Electing Holder, and shall confirm such
advice in writing if so requested by any such holder (which notice pursuant to
clauses (ii) through (iv) hereof shall be accompanied by an instruction to
suspend the use of the Prospectus until the requisite changes have been made):


 


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(i)            when the Shelf Registration
Statement and any amendment thereto has been filed with the Commission and when
the Shelf Registration Statement or any post-effective amendment thereto has
become effective;


(ii)           of the issuance by the Commission or
any other federal or state governmental authority of any stop order suspending
the effectiveness of the Shelf Registration Statement or the initiation of any
proceedings for such purpose;


(iii)          of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
securities included in the Shelf Registration Statement for sale in any
jurisdiction or the initiation of any proceeding for such purpose; and


(iv)          if changes in the Shelf Registration
Statement or the Prospectus are required in order that the Shelf Registration
Statement and Prospectus do not contain an untrue statement of a material fact
and do not omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus, in
light of the circumstances under which they were made) not misleading.


(e)           The
Company shall use its reasonable efforts to prevent the issuance, and if issued
to obtain the withdrawal, of any order suspending the effectiveness of the
Shelf Registration Statement at the earliest possible time.


(f)            The
Company shall furnish to each requesting Electing Holder, without charge, at
least one copy of the Shelf Registration Statement and all post-effective
amendments thereto, including financial statements and schedules, and, if such
holder so requests in writing, all reports, other documents and exhibits that
are filed with or incorporated by reference in the Shelf Registration
Statement.


(g)           The
Company shall, during the Effectiveness Period, deliver to each Electing
Holder, without charge, as many copies of the Prospectus (including each preliminary
Prospectus) and any amendment or supplement thereto as such Electing Holder may
reasonably request; and the Company consents (except during the continuance of
any event described in Section 3(d)(iv) above) to the use of the Prospectus and
any amendment or supplement thereto by each of the Electing Holders in connection
with the offering and sale of the Registrable Securities covered by the
Prospectus and any amendment or supplement thereto during the Effectiveness
Period.


(h)           Prior
to any offering of Registrable Securities pursuant to the Shelf Registration
Statement, the Company shall (i) register or qualify or cooperate with the
Electing Holders and a single counsel for the Electing Holders in connection
with the registration or qualification of such Registrable Securities for offer
and sale under the securities or “blue sky” laws of such jurisdictions within
the United States as any Electing


 


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Holder may reasonably request, (ii) keep such registrations
or qualifications in effect and comply with such laws so as to permit the
continuance of offers and sales in such jurisdictions for so long as may be
necessary to enable any Electing Holder or underwriter, if any, to complete its
distribution of Registrable Securities pursuant to the Shelf Registration
Statement, and (iii) take any and all other actions necessary or advisable to
enable the disposition in such jurisdictions of such Registrable Securities; provided,
however, that in no event shall the Company be obligated to (A) qualify
as a foreign corporation or as a dealer in securities in any jurisdiction where
it would not otherwise be required to so qualify but for this Section 3(h) or
(B) file any general consent to service of process in any jurisdiction where it
is not as of the date hereof so subject.


(i)            The
Company shall cooperate with the Electing Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold pursuant to the Shelf Registration Statement, which certificates shall
not bear any restrictive legends and shall meet the requirements of any
securities exchange on which the Company’s Common Stock is then listed and
which certificates shall be in such permitted denominations and registered in
such names as Electing Holders may request in connection with the sale of
Registrable Securities pursuant to the Shelf Registration Statement.


(j)            Upon
the occurrence of any fact or event contemplated by paragraph 3(d)(iv) above,
the Company shall (subject to the next sentence) promptly prepare a
post-effective amendment or supplement to the Shelf Registration Statement or
the Prospectus, or any document incorporated therein by reference, or file any
other required document so that, as thereafter delivered to purchasers of the
Registrable Securities included therein, the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. 
If the Company notifies the Electing Holders in accordance with clauses
(ii) through (iv) of paragraph 3(d) above to suspend the use of the Prospectus
until the requisite changes to the Prospectus have been made, then each
Electing Holder shall suspend the use of the Prospectus until (i) such Electing
Holder has received copies of the supplemented or amended Prospectus
contemplated by the preceding sentence or (ii) such Electing Holder is advised
in writing by the Company that the use of the Prospectus may be resumed and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus. 
Notwithstanding the foregoing, but subject to Section 6 hereof, the Company
may suspend the use of the Prospectus and shall not be required to amend or
supplement the Shelf Registration Statement, any related Prospectus or any document
incorporated by reference, for a period not to exceed the Maximum Delay Period
if and so long as the Delay Conditions exist.


(k)           The
Company shall use all reasonable efforts to comply with all applicable Rules
and Regulations, and to make generally available to its securityholders as soon
as practicable, but in any event not later than eighteen months after (i) the
effective date (as defined in Rule 158(c) under the Securities Act) of the
Shelf Registration Statement, (ii) the effective date of each post-effective
amendment to the Shelf Registration Statement, and (iii) the date of each
filing by the Company with the Commission of an Annual Report on Form 10-K that
is incorporated by reference in the Shelf Registration Statement, an earnings 


 


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statement of the Company and its subsidiaries complying
with Section 11(a) of the Securities Act and the Rules and Regulations of the
Commission thereunder (including, at the option of the Company, Rule 158).


(l)            In
the event of an underwritten offering conducted pursuant to Section 6 hereof,
the Company shall (subject to paragraph 3(j) above), if requested, promptly include
or incorporate in a Prospectus supplement or post-effective amendment to the
Shelf Registration Statement such information as the Managing Underwriters
reasonably agree should be included therein and to which the Company does not
reasonably object and shall (subject to paragraph 3(j) above) make all required
filings of such Prospectus supplement or post-effective amendment as soon as
practicable after it is notified of the matters to be included or incorporated
in such Prospectus supplement or post-effective amendment.


(m)          The
Company shall enter into such customary agreements (including an underwriting
agreement in customary form in the event of an underwritten offering conducted
pursuant to Section 6 hereof) and take all other appropriate action in order to
expedite and facilitate the registration and disposition of the Registrable
Securities, and in connection therewith, if an underwriting agreement is
entered into, cause the same to contain indemnification provisions and
procedures substantially identical to those set forth in Section 5 hereof with
respect to all parties to be indemnified pursuant to Section 5 hereof;
provided, however, the Company shall not be required to facilitate an underwritten
offering pursuant to the Shelf Registration Statement by any holders unless the
offering relates to at least 25% of the Securities sold pursuant to the Subscription
Agreement.


(n)           The
Company shall:


(i)            (A) 
make reasonably available for inspection by requesting Electing Holders,
any underwriter participating in any disposition pursuant to the Shelf
Registration Statement, and any attorney selected in accordance with Section
4(b) hereof, one accountant and any other agent retained by such holders or any
such underwriter all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries and (B) cause the
Company’s officers, directors and employees to supply all information
reasonably requested by such holders or any such underwriter, attorney,
accountant or agent in connection with the Shelf Registration Statement, in
each case, as is customary for similar due diligence examinations; provided,
however, that all records, information and documents that are designated
in writing by the Company, in good faith, as confidential shall be kept
confidential by such holders and any such underwriter, attorney, accountant or
agent, unless such disclosure is made in connection with a court proceeding or
required by law, or such records, information or documents become available to
the public generally or through a third party without an accompanying
obligation of confidentiality; and provided, further that, if the
foregoing inspection and information gathering would otherwise disrupt the
Company’s conduct of its business, such inspection and information gathering
shall, to the greatest extent possible, be


 


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coordinated on behalf of the requesting Electing Holders
and the other parties entitled thereto by one counsel designated by and on behalf
of Electing Holders and other parties;


(ii)           in connection with any underwritten
offering conducted pursuant to Section 6 hereof, make such representations and
warranties to the Electing Holders participating in such underwritten offering
and to the Managing Underwriters, in form, substance and scope as are
customarily made by the Company to underwriters in comparable underwritten
offerings of equity securities;


(iii)          in connection with any underwritten
offering conducted pursuant to Section 6 hereof, obtain opinions of counsel to
the Company (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the Managing Underwriters) addressed to each
requesting Electing Holder, covering such matters as are customarily covered in
opinions requested in comparable underwritten offerings of equity securities
(it being agreed that the matters to be covered shall include, without
limitation, as of the date of the opinion and as of the Effective Time or the
date of the most recent post-effective amendment thereto, as the case may be,
comment of such counsel as to the absence, to such counsel’s knowledge, from
the Shelf Registration Statement and the Prospectus, including the documents
incorporated by reference therein, of an untrue statement of a material fact or
the omission of a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading);


(iv)          in connection with any underwritten
offering conducted pursuant to Section 6 hereof, obtain “cold comfort” letters
and updates thereof from the independent public accountants of the Company
(and, if necessary, from the independent public accountants of any subsidiary
of the Company or of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included in the Shelf
Registration Statement), addressed to each requesting Electing Holder (if such
Electing Holder has provided such letter, representations or documentation, if
any, required for such cold comfort letter to be so addressed) and the
underwriters, in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with comparable underwritten offerings;


(v)           in connection with any underwritten
offering conducted pursuant to Section 6 hereof, deliver such documents and
certificates as may be reasonably requested by any Electing Holders and the
Managing Underwriters, if any, including without limitation certificates to
evidence compliance with Section 3(j) hereof and with any conditions contained
in the underwriting agreement or other agreements entered into by the Company
in connection therewith.


 


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(o)           The
Company will use all reasonable efforts to cause the Securities to be listed on
the Nasdaq National Market or other stock exchange or trading system, if any,
on which the Common Stock primarily trades on or prior to the Effective Time.


(p)           The
Company shall use all reasonable efforts to take all other steps necessary to
effect the registration, offering and sale of the Registrable Securities
covered by the Shelf Registration Statement contemplated hereby.


4.             Registration
Expenses.


(a)           All
fees and expenses incident to the performance of or compliance with this
Agreement by the Company shall be borne by it whether or not any Shelf Registration
Statement is filed or becomes effective and whether or not any securities are
issued or sold pursuant to any Shelf Registration Statement.  The fees and expenses referred to in the
foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including without limitation fees and expenses (A) with respect to
filings required to be made with the National Association of Securities
Dealers, Inc. and (B) in compliance with securities or Blue Sky laws (including
without limitation and in addition to that provided for in (b) below,
reasonable fees and disbursements of counsel for the underwriters or counsel
for the holders of Registrable Securities in connection with Blue Sky
qualifications of the Registrable Securities )), (ii) printing expenses
(including without limitation expenses of printing certificates for Registrable
Securities and of printing Prospectuses if the printing of Prospectuses is in
the opinion of the Managing Underwriters, if any, appropriate to consummate the
offering), (iii) fees and disbursements of counsel for the Company and one
counsel for the holders of Registrable Securities, in accordance with the
provisions of Section 4(b) hereof, (v) fees and disbursements of all
independent certified public accountants referred to in Section 3(n)(iv) hereof
(including without limitation the expenses of any special audit and “cold
comfort” letters required by or incident to such performance), (vi) Securities
Act liability insurance, if the Company desires such insurance, and (vii) fees
and expenses of all other persons retained by the Company.  In addition, the Company shall pay its
internal expenses (including without limitation all salaries and expenses of
its officers and employees performing legal or accounting duties), the expense
of any annual audit, and the fees and expenses incurred in connection with the
listing of the Securities on the Nasdaq National Market.  Notwithstanding the foregoing or anything in
this Agreement to the contrary, each holder of the Registrable Securities being
registered shall pay all commissions, placement agent fees and underwriting
discounts and commissions with respect to any Registrable Securities sold by it
and the fees and disbursements of any counsel or other advisors or experts
retained by such holders (severally or jointly), other than counsel referred to
in clause (iv) above.


(b)           In
connection with any registration hereunder, the Company shall reimburse the
holders of the Registrable Securities being registered in such registration for
the reasonable fees and disbursements of not more than one counsel chosen by
the holders of a majority of the Registrable Securities for whose benefit the
applicable Shelf Registration Statement is being prepared, in an amount not to
exceed $25,000.


 


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5.             Indemnification
and Contribution.


(a)           Indemnification
by the Company.


(i)            The Company shall indemnify and hold
harmless each Electing Holder and each underwriter, selling agent or other
securities professional, if any, which facilitates the disposition of Registrable
Securities, and each of their respective officers and directors and each person
who controls such Electing Holder, underwriter, selling agent or other
securities professional within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act (each such person being sometimes referred to
as an “Indemnified Person”) against any losses, claims, damages or liabilities,
joint or several, to which such Indemnified Person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Shelf Registration Statement or any Prospectus contained therein or
furnished by the Company to any Indemnified Person, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, and


(ii)           the Company hereby agrees to
reimburse such Indemnified Person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action
or claim as such expenses are incurred; provided, however, that the Company
shall not be liable to any such Indemnified Person in any such case under
Section 5(a)(i) above or this Section 5(a)(ii) to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in such Shelf
Registration Statement or Prospectus, or amendment or supplement thereto, in
reliance upon and in conformity with written information relating to such
Indemnified Person furnished to the Company by or on behalf of such Indemnified
Person expressly for use therein; provided, further, however, that the
foregoing indemnity agreement with respect to any Prospectus shall not inure to
the benefit of any Indemnified Person who failed to deliver a final Prospectus
or an amendment or supplement thereto (provided by the Company to the several
Indemnified Persons in the requisite quantity and on a timely basis to permit
proper delivery on or prior to the relevant transaction date) to the person
asserting any losses, claims, damages and liabilities and judgments caused by
any untrue statement or alleged untrue statement of a material fact contained
in any Prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, if such material misstatement or omission or alleged material 


 


12

















 


misstatement or omission was cured in the final
Prospectus or an amendment or supplement thereto.


(b)           Indemnification
by the Holders and any Agents and Underwriters.  Each Electing Holder agrees, as a consequence of the inclusion of
any of such holder’s Registrable Securities in any Shelf Registration
Statement, and each underwriter, selling agent or other securities
professional, if any, which facilitates the disposition of Registrable Securities
shall agree, as a consequence of facilitating such disposition of Registrable
Securities, severally and not jointly, to (i) indemnify and hold harmless the Company,
its directors, officers who sign such Shelf Registration Statement and each
person, if any, who controls the Company within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act, against any losses,
claims, damages or liabilities to which the Company or such other persons may
become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in such Shelf Registration Statement or Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information relating to such holder,
underwriter, selling agent or other securities professional furnished to the
Company by or on behalf of such holder, underwriter, selling agent or other
securities professional expressly for use therein and (ii) reimburse the
Company and its directors and officers who sign such Shelf Registration
Statement for any legal or other expenses reasonably incurred by the Company
and such directors and officers in connection with investigating or defending
any such action or claim as such expenses are incurred.


(c)           Notices
of Claims, Etc.  Promptly after
receipt by an indemnified party under subsection (a) or (b) of this Section 5
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against an indemnifying party under this
Section 5, notify such indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under this Section 5.  In case any such
action shall be brought against any indemnified party and it shall notify an indemnifying
party of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, such indemnifying party shall not be
liable to such indemnified party under this Section 5 for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation.  No indemnifying
party shall, without the written consent of the indemnified party, which
consent will not be unreasonably withheld, effect the settlement or compromise
of, or consent to the 


 


13

















 


entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from
all liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party.


(d)           Contribution.  If the indemnification provided for in this
Section 5 is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a) or (b) of this Section 5 in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations.  The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
about such indemnifying party or indemnified party supplied by such
indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 5(d) were determined by pro  rata allocation (even
if the Electing Holders or any underwriters, selling agents or other securities
professionals or all of them were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable
considerations referred to in this Section 5(d).  The amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.   The obligations of
the Electing Holders and any underwriters, selling agents or other securities
professionals in this Section 5(d) to contribute shall be several in proportion
to the percentage of Registrable Securities registered or underwritten, as the
case may be, by them and not joint.


(e)           Notwithstanding
any other provision of this Section 5, in no event will any (i) Electing Holder
be required to undertake liability under this Section 5 for any amounts in
excess of the dollar amount of the proceeds to be received by such holder from
the sale of such holder’s Registrable Securities (after deducting any fees,
discounts and commissions applicable thereto) pursuant to any Shelf
Registration Statement and (ii) underwriter, selling agent or other securities
professional be required to undertake liability to any person for any amounts
in excess of the discount, commission or other compensation


 


14

















 


payable to such underwriter, selling agent or other
securities professional with respect to the Registrable Securities underwritten
by it and distributed to the public.


(f)            The
obligations of the Company under this Section 5 shall be in addition to any
liability that the Company may otherwise have to any Indemnified Person and the
obligations of any Indemnified Person under this Section 5 shall be in addition
to any liability that such Indemnified Person may otherwise have to the
Company.  The remedies provided in this
Section 5 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to an indemnified party at law or in equity.


6.             Underwritten
Offering.  Any holder of Registrable
Securities who desires to do so may sell Registrable Securities (in whole or in
part) in an underwritten offering; provided, however, the Company shall not be
required to facilitate an underwritten offering pursuant to the Shelf
Registration Statement by any holders unless the offering relates to at least 25%
of the Securities sold pursuant to the Subscription Agreement.  In any such underwritten offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by, and the underwriting arrangements
with respect thereto (including the size of the offering) will be approved by,
the holders of a majority of the Registrable Securities to be included in such
offering; provided, however, that such investment bankers and managers and
underwriting arrangements must be reasonably satisfactory to the Company.  No holder may participate in any
underwritten offering contemplated hereby unless (a) such holder agrees to sell
such holder’s Registrable Securities to be included in the underwritten
offering in accordance with any approved underwriting arrangements, (b) such
holder completes and executes all reasonable questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up letters and other
documents required under the terms of such approved underwriting arrangements
and (c) if such holder is not then an Electing Holder, such holder returns a
completed and signed Notice and Questionnaire to the Company in accordance with
Section 3(a) hereof within a reasonable amount of time before such underwritten
offering.  The holders participating in
any underwritten offering shall be responsible for any underwriting discounts
and commissions and fees and, subject to Section 4 hereof, expenses of their
own counsel.  The Company shall pay all
expenses customarily borne by issuers, including but not limited to filing
fees, the fees and disbursements of its counsel and independent public
accountants and any printing expenses incurred in connection with such
underwritten offering.  Notwithstanding
the foregoing or the provisions of Section 3(l) hereof, upon receipt of a
request from the Managing Underwriter or a representative of holders of a
majority of the Registrable Securities to be included in an underwritten
offering to prepare and file an amendment or supplement to the Shelf
Registration Statement and Prospectus in connection with an underwritten
offering, the Company may delay the filing of any such amendment or supplement
for up to the Maximum Delay Period if and so long as the Delay Conditions
exist.


7.             Rule
144.


The Company agrees, for so long as any Registrable Securities remain outstanding
and during any period in which the Company is subject to Section 13 of 15 (d)
of


 


15

















 


the Exchange Act, to make all filings required thereby in a timely
manner in order to permit resales of such Registrable Securities pursuant to
Rule 144 of the Securities Act.


8.             Miscellaneous.


(a)           Remedies.  The Company acknowledges and agrees that any
failure by the Company to comply with its obligations under this Agreement may
result in material irreparable injury to the Purchasers or the holders of
Registrable Securities for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Purchasers or any holder of Registrable
Securities may obtain such relief as may be required to specifically enforce
the Company’s obligations hereunder. 
The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.


(b)           Other
Registration Rights.  The Company
will not, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
holders of Registrable Securities in this Agreement or otherwise conflicts with
the provisions hereof.  The Company
shall not permit any securities other than the Registrable Securities to be
included in any Shelf Registration Statement.


(c)           Amendments
and Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given unless (i) in the
case of Section 2 hereof and this Section 8(c)(i), the Company has obtained the
written consent of holders of all outstanding Registrable Securities and (ii)
in the case of all other provisions hereof, the Company has obtained the
written consent of holders of a majority of the Registrable Securities
(excluding Registrable Securities held by the Company or its Affiliates).  Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of holders whose Registrable Securities are being sold pursuant to a
Shelf Registration Statement and that does not affect directly or indirectly
the rights of other holders of Registrable Securities may be given by the
holders of a majority of Registrable Securities being sold by such holders
pursuant to such Shelf Registration Statement.


(d)           Notices.  All notices and other communications
provided for or permitted hereunder shall be given as provided in the
Subscription Agreement.


(e)           Parties
in Interest.  The parties to this
Agreement intend that all holders of Registrable Securities shall be entitled
to receive the benefits of this Agreement and that any Electing Holder shall be
bound by the terms and provisions of this Agreement by reason of such election
with respect to the Registrable Securities that are included in a Shelf Registration
Statement.  All the terms and provisions
of this Agreement shall be binding upon, shall inure to the benefit of and
shall be enforceable by the respective successors and assigns of the parties
hereto and any holder from time to time of the Registrable Securities to the
aforesaid extent.  In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase,


 


16

















 


operation of law or otherwise, such transferee shall,
without any further writing or action of any kind, be entitled to receive the
benefits of and, if an Electing Holder, be conclusively deemed to have agreed to
be bound by and to perform all of the terms and provisions of this Agreement to
the aforesaid extent.


(f)            Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


(g)           Headings.  The headings in this agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning, construction or interpretation hereof.


(h)           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of
California without giving effect to provisions relating to conflicts of law to
the extent the application of the laws of another jurisdiction would be
required thereby.


(i)            Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties hereto shall be enforceable to the fullest extent permitted by law.


(j)            Survival.  The respective indemnities, agreements,
representations, warranties and other provisions set forth in this Agreement or
made pursuant hereto shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Electing Holder, any director, officer or partner of such holder, any
agent or underwriter, any director, officer or partner of such agent or underwriter,
or any controlling person of any of the foregoing, and shall survive the
transfer and registration of the Registrable Securities of such holder.


(k)           Entire
Agreement.  This Agreement is
intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter hereof.  There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein, with respect
to the registration rights granted with respect to the Registrable
Securities.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to
such subject matter.


 


17

















 


Please confirm by signing in the space provided below that the
foregoing correctly sets forth the agreement between the Company and you.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  LANDEC CORPORATION

  



 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


18

















 


REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE


 


Accepted and Agreed


	
   

  	
   

  
	
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  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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  Facsimile:

  	
   

  	
   

  
							



 


 


19

















 


EXHIBIT A


Landec Corporation


Notice of Registration Statement

and

Selling Securityholder Questionnaire


(Date)


Reference is hereby made to the Registration Rights Agreement (the
“Registration Rights Agreement”) between Landec Corporation (the “Company”) and
the Purchasers named therein.  Pursuant
to the Registration Rights Agreement, the Company has filed with the United
States Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-_ (the “Shelf Registration Statement”) for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the
“Securities Act”), [  ] shares of the Company’s common stock, par
value $0.001 per share (the “Securities”). 
A copy of the Registration Rights Agreement is attached hereto.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


Each beneficial owner of Registrable Securities (as defined below) is
entitled to have the Registrable Securities beneficially owned by it included
in the Shelf Registration Statement.  In
order to have Registrable Securities included in the Shelf Registration Statement,
this Notice of Registration Statement and Selling Securityholder Questionnaire
(“Notice and Questionnaire”) must be completed, executed and delivered to the
Company’s counsel at the address set forth herein for receipt ON OR BEFORE ___________.  Beneficial owners of Registrable Securities
who do not complete, execute and return this Notice and Questionnaire by such
date (i) will not be named as selling securityholders in the Shelf Registration
Statement and (ii) may not use the Prospectus forming a part thereof for
resales of Registrable Securities.


Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.  Accordingly, holders and beneficial owners
of Registrable Securities are advised to consult their own securities law
counsel regarding the consequences of being named or not being named as a
selling securityholder in the Shelf Registration Statement and related
Prospectus.


The term “Registrable Securities” is defined in the Registration
Rights Agreement to mean all or any portion of the Securities; provided,
however, that a security ceases to be a Registrable Security when it is
no longer a Restricted Security.


The term “Restricted Security” is defined in the Registration
Rights Agreement to mean any Security except any such Security that (i) has
been registered pursuant to an 


 


A-1

















 


effective registration statement under the Securities Act and sold in a
manner contemplated by the Shelf Registration Statement, (ii) has been
transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or is transferable pursuant to paragraph (k) of
such Rule 144 (or any successor provision thereto), or (iii) has otherwise been
transferred and a new Security not subject to transfer restrictions under the
Securities Act has been delivered by or on behalf of the Company.


ELECTION


The undersigned holder (the “Selling Securityholder”) of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and the Registrable Securities
listed below in Item (3). The undersigned, by signing and returning this Notice
and Questionnaire, agrees to be bound with respect to such Registrable
Securities by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement, including without limitation Section 5 of the
Registration Rights Agreement as if the undersigned Selling Securityholder were
an original party thereto.


The Selling Securityholder hereby provides the following information to
the Company and represents and warrants that such information is accurate and
complete:


QUESTIONNAIRE


Certain capitalized terms used in this Questionnaire are defined in
Appendix l attached hereto.  Capitalized
terms used in this Questionnaire but not defined in Appendix 1 have the
meanings given to them in the accompanying letter.


(1)           (a)           Full legal name of Selling
Securityholder:


_______________________________________________________________


(i)                                     Is such Selling Securityholder a:


[ ]
Corporation      [ ] General Partnership


[ ]
Individual                         [ ]
Limited Partnership


[ ]
Other (please specify:____________________)


(ii)           In what state is such Selling
Securityholder organized or domiciled?


_____________________________


(b)                                 Full legal name of Registered Holder (if
not the same as in (a) above) of Registrable Securities listed in Item (4)
below:


_________________________________________________________


 


A-2

















 


(2)           Address for Notices
to Selling Securityholder:




	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  
	
  Fax:

  	
   

  	
   

  
	
  Contact Person:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






(3)           Beneficial Ownership
of Securities by Another Entity or Individual:


(a)                                  Is another entity or individual the
Beneficial Owner of any Securities?


[ ] No (skip questions (b)-(e) below)


[ ] Yes (answer questions (b)-(e) below)


(b)                                 What is the full legal name of such
Beneficial Owner?


_____________________________________________________


(c)                                  Is such Beneficial Owner a:


[ ] Corporation      [ ] General
Partnership


[ ] Individual                         [
] Limited Partnership


[ ] Other (please specify:____________________)


(d)                                 In what state is such Beneficial Owner
organized or domiciled?


___________________________________________________


(e)                                  Please provide the name, address and telephone
number of a contact person for such Beneficial Owner.


___________________________________________________


___________________________________________________


___________________________________________________


___________________________________________________


(4)           Beneficial Ownership of Securities:


Except
as set forth below in this Item (4), the undersigned is not a Beneficial Owner
of any Securities.


 


A-3

















 


(a)                                  Number of Registrable Securities (as
defined in the Registration Rights Agreement) Beneficially Owned:
___________________________________________ CUSIP No(s). of such Registrable
Securities: _______________________________


(b)                                 Number of Securities other than
Registrable Securities Beneficially Owned:


_______________________________________________________________


CUSIP No(s). of
such other Securities:


____________________________________


(c)                                  Number of Registrable Securities that the
undersigned wishes to be included in the Shelf Registration Statement:

__________________________________ CUSIP No(s). of such Registrable Securities
to be included in the Shelf Registration Statement:
___________________________________________________________


(5)           Beneficial Ownership
of Other Securities of the Company:


Except as set forth below in this Item (5), the undersigned
Selling Securityholder is not a Beneficial Owner of any shares of Common Stock
or any other securities of the Company, other than the Securities listed above
in Item (4).


State any exceptions here:


(6)           Relationships with
the Company:


Except as set forth below, neither the Selling
Securityholder nor any of its Affiliates, officers, directors or principal
equity holders (5% or more) has held any position or office or has had any
other Material Relationship with the Company (or its predecessors or
Affiliates) during the past three years.


State any exceptions here:


(7)           Plan of
Distribution:


Except as set forth below, the undersigned Selling
Securityholder intends to distribute the Registrable Securities listed above in
Item (4) only as follows (if at all): Such Registrable Securities may be sold
from time to time directly by the undersigned Selling Securityholder or,
alternatively, through underwriters, broker-dealers or agents who may receive discounts,
concessions or commissions from the Selling


 


A-4

















 


Stockholder or the purchaser.  Such Registrable Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at prices relating to the prevailing market prices at the time of sale, at
varying prices determined at the time of sale, or at negotiated prices.  Such sales may be effected in transactions
(which may involve crosses or block transactions) (i) on any national
securities exchange or quotation service on which the Registered Securities may
be listed or quoted at the time of sale, (ii) in the over-the-counter market,
(iii) in transactions otherwise than on such exchanges or services or in the
over-the-counter market, (iv) through the writing of options, whether such
options are listed on an option exchange or otherwise, or (iv) through the
settlement of short sales.  In
connection with sales of the Registrable Securities or otherwise, the Selling
Securityholder may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the
Registrable Securities in the course of hedging the positions they assume.  The Selling Securityholder may also sell
Registrable Securities short and deliver Registrable Securities to close out
such short positions, or loan or pledge Registrable Securities to broker-dealers
that in turn may sell such securities.


State any exceptions here:


(8)                                  Are you a Member, an affiliate of a
Member, or a person associated with a Member, of the National Association of
Securities Dealers, Inc. (the “NASD”)?


Yes _____ No _____


If the answer to Question
8 is “yes”, state (a) the name of any such NASD Member, (b) the nature of your
affiliation or association with such NASD Member, (c) information as to such
NASD Member’s participation in any capacity in the offering or the original
placement of the Securities, (d) the number of shares of equity securities or
face value of debt securities of the Company owned by you, (e) the date such
securities were acquired and (f) the price paid for such securities.


_____________________________________________________________________


_____________________________________________________________________


____________________________________________.


(9)                                  If you answered “yes”to Question 8 above,
please fill out the following table with respect to any purchases from the
Company or any of its Affiliates in a private place


 


A-5

















 


ment within twelve months prior to the date hereof (excluding your
purchase of the Securities).


 


	
  Date of
  Purchase

  	
   

  	
  Seller

  	
   

  	
  Amount and
  Name of Securities

  	
   

  	
  Price or
  Other Consideration

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Note:  In no event may such
method(s) of distribution take the form of an underwritten offering of the
Registrable Securities without the prior agreement of the Company.


By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M.  The Selling
Securityholder also acknowledges that it understands that the answers to this
Questionnaire are furnished for use in connection with the Registration
Statement and any amendments or supplements thereto filed with the SEC pursuant
to the Securities Act of 1933, as amended.


In the event that the Selling Securityholder transfers all or any
portion of the Registrable Securities listed in Item (3) above after the date
on which such information is provided to the Company, the Selling
Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the
Registration Rights Agreement.


By signing below, the Selling Securityholder consents to the disclosure
of the information contained herein in its answers to Items (1) through (9)
above and the inclusion of such information in the Shelf Registration Statement
and related Prospectus.  The Selling
Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.


The Selling Securityholder acknowledges that material misstatements and
omissions of material facts in the Registration Statement and any amendments or
supplement thereto may give rise to civil and criminal liabilities to the
Company and to each officer and director of the Company signing the
Registration Statement and to other persons signing such document.  As a result, in accordance with the Selling
Securityholder’s obligation under Section 3(a) of the Registration Rights
Agreement to provide such information as may be required by law for inclusion
in the Shelf Registration Statement, the Selling Securityholder agrees to
promptly notify the Company of any inaccuracies or changes in the information
provided herein which may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains in effect.  All notices hereunder and pursuant to the Registration Rights
Agreement shall be made in writing, by hand-delivery, first-class mail, or air
courier guaranteeing overnight delivery as follows:


 


A-6

















 


(i)                                 to the Company:


Landec Corporation


3603 Haven Avenue


Menlo Park, CA 94025


Attention:  Greg Skinner


(ii)                              with a copy to:


Orrick, Herrington &
Sutcliffe, LLP


1020 Marsh Road


Menlo Park, CA 94025


Attention:  Geoffrey P. Leonard


Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company’s counsel, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein, shall
be binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable Securities
Beneficially Owned by such Selling Securityholder and the Registrable
Securities listed in Item (3) above). 
This Agreement shall be governed in all respects by the laws of the
State of New York without giving effect to provisions relating to conflicts of
law to the extent the application of the laws of another jurisdiction would be
required thereby.


I confirm that, to the best of my knowledge and belief, the foregoing
statements (including without limitation the answers to this Questionnaire) are
correct.


IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Selling Securityholder

  
	
   

  	
  (Print/type full legal name of beneficial owner of
  Registrable Securities)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR
RECEIPT ON OR BEFORE ______________ TO THE COMPANY’S COUNSEL AT:


Orrick, Herrington &
Sutcliffe, LLP


1020 Marsh Road


Menlo Park, CA 94025


Attention:  Geoffrey P. Leonard


 


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APPENDIX
1


DEFINITIONS


For the purpose of this Questionnaire, the following definitions apply:


1.             Affiliate. 
As used in Questions 1 - 7 and Question 9, a person is an “Affiliate” of
a person if such person controls, is controlled by, or is under common control
with, another person.  Please assume
that an “Affiliate” of the Company includes without limitation, any 5%
stockholder of the Company (including any person who owns, controls, or holds
or holds an option to acquire, and has the power to vote, 5% or more of the
Company’s outstanding voting securities). 
“Control” is the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of an entity,
whether through the ownership of voting securities, by contract or otherwise.


As used in Question 8 of this Questionnaire, an “affiliate” of an NASD
member has the following meaning:


(1)           a company which controls, is controlled
by or is under common control with a member;


(2)           the term affiliate is presumed to
include, but is not limited to, the following:


(a)           a company will be presumed to control a
member if the company beneficially owns 10% or more of the outstanding voting
securities of a member which is a corporation, or beneficially owns a
partnership interest in 10% or more of the distributable profits or losses of a
member which is a partnership;


(b)           a member will be presumed to control a
company if the member and persons associated with the member beneficially own
(i) 10% or more of the outstanding subordinated debt of a company, (ii) 10% or
more of the outstanding voting securities of a company which is a corporation
or (iii) a partnership interest in 10% or more of the distributable profits or
losses of a company which is a partnership;


(c)           a company will be presumed to be under
common control with a member if:


(i)            the same natural person or company
controls both the member and company by beneficially owning 10% or more of the
outstanding voting securities of a member or company which is a corporation, or
by beneficially owning a partnership interest in 10% or more of the
distributable profits or losses of a member or company which is a partnership;
or 


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(ii)                              a person having the power to direct or
cause the direction of the management or policies of the member or the company
also has the power to direct or cause the direction of the management or
policies of the other entity in question. 


2.             Beneficial Owner.  A “Beneficial Owner” of a security includes
any person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares voting power and/or
investment power with respect to such security.  Voting power includes “the power to vote, or to direct the
voting, of such security” and investment power includes “the power to dispose,
or to direct the disposition, of such security.” 


A person is also a Beneficial Owner of a security if he has the right
to acquire beneficial ownership of such security, at any time within sixty
days, including but not limited to, any right to acquire through: (a) the
exercise of an option, warrant or right, (b) the conversion of a convertible
security, (c) the power to revoke a trust, discretionary account or similar
arrangement, or (d) the automatic termination of a trust, discretionary account
or similar arrangement; provided, however, that if the acquisition of an
option, warrant, right, convertible security or power described in (a), (b) or
(c) is for the purpose of maintaining or obtaining control over the issuer of
the security, the holder of the option, warrant, right, convertible security or
power shall, immediately upon such acquisition and regardless of when it is
exercisable, be deemed a beneficial owner of the underlying securities. 


The possession of the legal power to vote and/or direct the disposition
of securities, absent unusual circumstances, will be sufficient to confer
beneficial ownership.  Such power may be
held directly, or indirectly, through one or more controlled entities. 


3.            Material Relationship.  The term “material relationship” has not
been defined by the Securities and Exchange Commission (the “SEC”).  The SEC, however, is likely to construe as
material any relationship which tends to impact arm’s length bargaining in
dealings with a company, whether arising from a close business connection,
family relationship, a relationship of control or otherwise.  For example, you should conclude that you
have such a relationship with any organization of which you own, directly or
indirectly, 10% more of the outstanding voting stock, or in which you have some
other substantial interest, and with any person or organization with whom you
have, or with whom any relative (or any other person or organization as to
which you have any of the foregoing other relationships) has, a contractual
relationship.


4.             Member.  Rule 0120 of the NASD’s Rules of Fair
Practice defines the term “member” to mean any individual, partnership,
corporation or other legal entity admitted to membership in the NASD, and
Article l of the NASD’s By-Laws defines the term “person associated with a
member” to mean every sole proprietor, partner, officer, director, or branch
manager of any member, or any natural person occupying a similar status or
performing similar functions, or any natural person engaged in the investment
banking or securities business who is directly or indirectly controlling or
controlled by such member (for example,  



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any employee), whether or not such person is registered or exempt from
registration with the NASD.


 


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