exhibit_4-3.htm


    
 

    
      

      

    

    
EXHIBIT 4.3 

    OVERHILL
FARMS, INC.

     

    AMENDED
AND RESTATED 2005 STOCK PLAN

     

    RESTRICTED
STOCK PURCHASE AGREEMENT

     

        Unless
otherwise defined herein, the terms defined in the Amended and Restated 2005
Stock Plan of Overhill Farms, Inc. (“Plan”) shall have the
same defined meanings in this Restricted Stock Purchase Agreement (“Agreement”).

    


    
      
        	
                I.

              	
                NOTICE OF GRANT OF STOCK PURCHASE
      RIGHT

              


      

    

    


    
      	 
      	
              Name:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Address:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

        You have been
granted a Stock Purchase Right, subject to the terms and conditions of the Plan
and this Agreement, as follows:

    


    
      	 
      	
              Grant
      Number

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Date
      of Grant

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Exercise
      Price per Share

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Total
      Number of Shares

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Aggregate
      Exercise Price

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Expiration
      Date

            	 
      	 
      	 
      


    

     

        YOU MUST
EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR IT WILL
TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE
SHARES.

     

    Non-Transferability of Stock
Purchase Right.

     

        This Stock
Purchase Right may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or the laws of descent and
distribution, and may be exercised during your lifetime only by you. The terms
of the Plan and this Agreement shall be binding upon your executors,
administrators, heirs, successors and assigns.

     

        [NOTE: PLAN
GIVES COMMITTEE DISCRETION TO PERMIT TRANSFERS OF STOCK PURCHASE RIGHTS, IF
DESIRED.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    II.        AGREEMENT

     

        1.  Sale of Stock. The
Company hereby agrees to sell to the individual named in the Notice of Grant of
Stock Purchase Right (“Purchaser”), and
Purchaser hereby agrees to purchase the number of Shares set forth in the Notice
of Grant of Stock Purchase Right, at the exercise price per share set forth in
the Notice of Grant of Stock Purchase Right (the “Exercise Price”), and
subject to the terms and conditions of the Plan, which is incorporated herein by
reference. In the event of a conflict between the terms and conditions of the
Plan and this Agreement, the terms and conditions of the Plan shall
prevail.

     

        2.  Payment of Purchase
Price. Purchaser herewith delivers to the Company the aggregate Exercise
Price for the Shares by cash, certified or cashier’s check payable to the order
of the Company [or promissory
note made by Purchaser in favor of the Company,] or any combination of
the foregoing.

     

        3.  Repurchase
Option.

     

                       
(a) If
Purchaser’s continuous status as an Eligible Person terminates for any or no
reason (including death or Disability), the Company shall, upon the date of
termination (as reasonably fixed and determined by the Company), have an
irrevocable, exclusive option for a period of ninety (90) days from such date to
repurchase up to that number of shares which constitutes the Unreleased Shares
(as defined in Section 4) at the Exercise Price per share (the “Repurchase Price”)
(the “Repurchase
Option”).

     

                        (b) The
Repurchase Option shall be exercised by the Company by delivering written notice
to Purchaser or Purchaser’s executor (with a copy to the Escrow Holder (as
defined in Section 6)) AND, at the Company’s option, (i) by delivering to
Purchaser or Purchaser’s executor a check in the amount of the aggregate
Repurchase Price, or (ii) by the Company canceling an amount of Purchaser’s
indebtedness to the Company equal to the aggregate Repurchase Price, or
(iii) by a combination of (i) and (ii) so that the combined payment
and cancellation of indebtedness equals such aggregate Repurchase Price. Upon
delivery of the notice and the payment of the aggregate Repurchase Price in any
of the ways described above, the Company shall become the legal and beneficial
owner of the Unreleased Shares being repurchased and all rights and interests
therein or relating thereto, and the Company shall have the right to retain and
transfer to its own name the number of Unreleased Shares being repurchased by
the Company.

     

                        (c) Whenever
the Company has the right to repurchase the Unreleased Shares hereunder, the
Company may designate and assign one or more employees, officers, directors or
stockholders of the Company or other persons or organizations to exercise all or
a part of the Company’s Repurchase Option to purchase all or a part of the
Unreleased Shares. If the Fair Market Value of the Unreleased Shares to be
repurchased on the date of designation or assignment (the “Repurchase FMV”)
exceeds the aggregate Repurchase Price of the Unreleased Shares, then each
designee or assignee shall pay the Company cash equal to the difference between
the Repurchase FMV and the aggregate Repurchase Price of Unreleased Shares to be
purchased.


    
      
        
          
            	
                     

                  	
                     
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                        (d) If the
Company or its assignee does not elect to exercise the Repurchase Option
conferred above by giving the requisite notice within ninety (90) days following
Purchaser’s termination as an Eligible Person, the Repurchase Option shall
terminate.

     

        4.  Release of Shares From
Repurchase Option.

     

                        (a) [One-fourth (1/4)] of the
Shares shall be released from the Company’s Repurchase Option [twelve (12)] months following
the Date of Grant (as set forth in the Notice of Grant of Stock Purchase Right)
and [one forty-eighth
(1/48)] of the Shares shall be released each month thereafter, provided
in each case that Purchaser’s continuous status as an Eligible Person has not
terminated prior to the date of any release. [THIS IS A FOUR YEAR LAPSE SCHEDULE
WITH WITH NO LAPSING UNTIL THE FIRST ANNIVERSARY AND EQUAL MONTHLY LAPSING
THEREAFTER; NOTE THAT THE PLAN GIVES THE COMMITTEE DISCRETION TO ESTABLISH
WHATEVER LAPSE SCHEDULE IT DEEMS APPROPRIATE.]

     

                        (b) Any of
the Shares which have not yet been released from the Company’s Repurchase Option
are referred to herein as “Unreleased
Shares.”

     

                        (c) The
Shares which have been released from the Company’s Repurchase Option shall be
delivered to Purchaser at Purchaser’s request (see Section 6).

     

        5.  Restriction on
Transfer. Except for the escrow described in Section 6 or transfer
of the Shares to the Company or its assignees contemplated by this Agreement,
none of the Shares or any beneficial interest therein shall be transferred,
encumbered or otherwise disposed of in any way until the release of the Shares
from the Company’s Repurchase Option in accordance with the provisions of this
Agreement, other than (a) by will, (b) by the laws of descent and distribution,
or (c) to family members (within the meaning of Rule 701 under the Securities
Act of 1933) through gifts or domestic relations orders, as permitted by Rule
701 under the Securities Act of 1933.

     

        6.  Escrow of
Shares.

     

                        (a) To ensure
the availability for delivery of Purchaser’s Unreleased Shares upon exercise of
the Repurchase Option by the Company, Purchaser shall, upon execution of this
Agreement, deliver and deposit with an escrow holder designated by the Company
(the “Escrow
Holder”) the share certificates representing the Unreleased Shares,
together with the Assignment Separate from Certificate (the “Stock Assignment”)
duly endorsed in blank, attached hereto as Exhibit A-1. The
Unreleased Shares and Stock Assignment shall be held by the Escrow Holder,
pursuant to the Joint Escrow Instructions of the Company and Purchaser attached
as Exhibit A-2
hereto, until the Company’s Repurchase Option expires.

     

                        (b) The
Escrow Holder shall not be liable for any act it may do or omit to do with
respect to holding the Unreleased Shares in escrow and while acting in good
faith and in the exercise of its judgment.


    
      
        
          
            	
                     

                  	
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                        (c) If the
Company or any assignee exercises its Repurchase Option hereunder, the Escrow
Holder, upon receipt of written notice of the option exercise from the proposed
transferee, shall take all steps necessary to accomplish the
transfer.

     

                        (d) When the
Repurchase Option has been exercised or expires unexercised or a portion of the
Shares has been released from the Repurchase Option, upon Purchaser’s request
the Escrow Holder shall promptly cause a new certificate to be issued for such
released Shares and shall deliver the certificate to the Company or Purchaser,
as the case may be.

     

                        (e) Subject
to the terms hereof, Purchaser shall have rights equivalent to those of a
stockholder with respect to the Shares while they are held in escrow, including
without limitation, the right to vote the Shares and receive any cash dividends
declared thereon.

     

                        (f) If, from
time to time during the term of the Company’s Repurchase Option, there is
(i) any stock dividend, stock split or other change in the Shares or
(ii) any merger or sale of all or substantially all of the assets or other
acquisition of the Company, any and all new, substituted or additional
securities to which Purchaser is entitled by reason of Purchaser’s ownership of
the Shares shall be immediately subject to this escrow, deposited with the
Escrow Holder and included thereafter as “Shares” for purposes of this Agreement
and the Company’s Repurchase Option.

     

        7.  Tax Consequences. Set
forth below is a brief summary as of the date of grant of this Stock Purchase
Right of some of the federal tax consequences of exercise of this Stock Purchase
Right and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND
THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.

     

                        (a) Exercise of Stock Purchase
Right. Generally, no income will be recognized by Purchaser in connection
with the exercise of the stock purchase right for shares subject to the
Repurchase Option, unless an election under Section 83(b) of the Internal
Revenue Code is filed with the Internal Revenue Service within thirty (30) days
of the date of exercise of the right to purchase stock. The form for making this
election is attached as Exhibit A-3
hereto. Otherwise, as the Company’s repurchase right lapses, Purchaser will
recognize compensation income in an amount equal to the difference between the
Fair Market Value of the stock at the time the Company’s repurchase right lapses
and the amount paid for the stock, if any (the “Spread”). If
Purchaser is an Employee or former Employee, the Spread will be subject to tax
withholding by the Company, and the Company will be entitled to a tax deduction
in the amount at the time Purchaser recognizes ordinary income with respect to a
Stock Purchase Right.

     

                        (b) Disposition of
Shares. Upon disposition of the Shares, any gain or loss is treated as
capital gain or loss. If the Shares are held for at least one (1) year, any gain
realized on disposition of the Shares will be treated as long-term capital gain
for federal income tax purposes. Long-term capital gains are grouped and netted
by holding periods. Net capital gains on assets held for more than twelve (12)
months is presently capped at fifteen percent (15%). Capital losses are allowed
in full against capital gains, and up to $3,000 against other
income.


    
      
        
          
            	
                     

                  	
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        PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS
THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON PURCHASER’S
BEHALF.

     

        8.  No Guarantee of Continued
Service. PURCHASER ACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES
FROM THE REPURCHASE OPTION OF THE COMPANY PURSUANT TO SECTION 4 HEREOF IS EARNED
ONLY BY CONTINUING SERVICE AS AN ELIGIBLE PERSON AT THE WILL OF THE COMPANY (NOT
THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN ELIGIBLE
PERSON FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH PURCHASER’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PURCHASER’S
RELATIONSHIP AS AN ELIGIBLE PERSON AT ANY TIME, WITH OR WITHOUT
CAUSE.

     

        9.  Notices. Any notice,
demand or request required or permitted to be given by either the Company or
Purchaser pursuant to the terms of this Agreement shall be in writing and shall
be deemed given when delivered personally or deposited in the U.S. mail, First
Class with postage prepaid, and addressed to the parties at the addresses of the
parties set forth at the end of this Agreement or such other address as a party
may request by notifying the other in writing.

     

        Any notice to
the Escrow Holder shall be sent to the Company’s address with a copy to the
other party not sending the notice.

     

        10.  No Waiver. Either
party’s failure to enforce any provision or provisions of this Agreement shall
not in any way be construed as a waiver of any such provision or provisions, nor
prevent that party from thereafter enforcing each and every other provision of
this Agreement. The rights granted both parties herein are cumulative and shall
not constitute a waiver of either party’s right to assert all other legal
remedies available to it under the circumstances.

     

        11.  Successors and
Assigns. The Company may assign any of its rights under this Agreement to
single or multiple assignees, and this Agreement shall inure to the benefit of
the successors and assigns of the Company. Subject to the restrictions on
transfer herein set forth, this Agreement shall be binding upon Purchaser and
his or her heirs, executors, administrators, successors and
assigns.

     

        12.  Interpretation. Any
dispute regarding the interpretation of this Agreement shall be submitted by
Purchaser or by the Company forthwith to the Committee which shall review such
dispute at its next regular meeting. The resolution of such a dispute by the
Committee shall be final and binding on all parties.

     

        13.  Governing Law. The
corporate laws of the State of Nevada shall govern all issues concerning the
relative rights of the Company and its security holders under this Agreement.
All


    
      
        
          
            	
                     

                  	
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    other
questions and obligations under this Agreement shall be construed and enforced
in accordance with the internal laws of the State of California, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of California or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of California. In any
action, dispute, litigation or other proceeding concerning this Agreement
(including arbitration), exclusive jurisdiction shall be with the courts of
California, with the County of Los Angeles being the sole venue for the bringing
of the action or proceeding.

     

        14.  Entire Agreement. The
Plan is incorporated herein by reference. This Agreement (including the exhibits
referenced herein) and the Plan constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Purchaser with respect to
the subject matter hereof, and may not be modified adversely to Purchaser’s
interest except by means of a writing signed by the Company and
Purchaser.

     

        By
Purchaser’s signature below, Purchaser represents that he or she is familiar
with the terms and provisions of the Plan, and hereby accepts this Agreement
subject to all of the terms and provisions thereof. Purchaser has reviewed the
Plan and this Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully understands all
provisions of this Agreement. Purchaser agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any
questions arising under the Plan or this Agreement. Purchaser further agrees to
notify the Company upon any change in the residence indicated in the Notice of
Grant of Stock Purchase Right.

    


    
      	
              PURCHASER

            	
              OVERHILL
      FARMS, INC.

            


    

    


    


    
      	 
      	 
      	
              By:

            	 
      
	
              Signature

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Title:

            	 
      
	
              Print
      Name

            	 
      	 
      	 
      


    

    


    



    
      
        
          
            	
                     

                  	
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    EXHIBIT
A-1

     

    ASSIGNMENT
SEPARATE FROM CERTIFICATE

     

    


     

        FOR VALUE
RECEIVED I, __________________________, hereby sell, assign and transfer
unto                                                          
(__________) shares of the Common Stock of Overhill Farms, Inc. standing in my
name of the books of said corporation represented by Certificate No. _____
herewith and do hereby irrevocably constitute and appoint
______________________________ to transfer the said stock on the books of the
within named corporation with full power of substitution in the
premises.

     

        This Stock
Assignment may be used only in accordance with the Restricted Stock Purchase
Agreement between Overhill Farms, Inc. and the undersigned dated ______________,
____.

    


     

    Dated:
_______________,
_____                     
Signature:______________________________

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    INSTRUCTIONS: Please do not
fill in any blanks other than the signature line. The purpose of this assignment
is to enable the Company to exercise its Repurchase Option as set forth in the
Agreement, without requiring additional signatures on the part of
Purchaser.

     

    



    
      
        
          
            	
                     

                  	
                    A-1

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    EXHIBIT
A-2

     

    JOINT
ESCROW INSTRUCTIONS

    


     

    ____________________,
____

     

    Corporate
Secretary

     

    Overhill
Farms, Inc.

    272 E.
Vernon Avenue

    Vernon,
California 90058

    


    Dear
______________________:

     

        As Escrow
Agent for both Overhill Farms, Inc. (the “Company”) and the
undersigned purchaser of stock of the Company (“Purchaser”), you are
hereby authorized and directed to hold the documents delivered to you pursuant
to the terms of the Restricted Stock Purchase Agreement (“Agreement”) between
the Company and the undersigned, in accordance with the following
instructions:

     

        1.  If
the Company and/or any assignee of the Company (referred to collectively for
convenience herein as the “Company”) exercises
the Company’s repurchase option set forth in the Agreement (the “Repurchase Option”),
the Company shall give to Purchaser and you a written notice specifying the
number of shares of stock to be purchased, the purchase price, and the time for
a closing hereunder at the principal office of the Company. Purchaser and the
Company hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of the
notice.

     

        2.  At
the closing, you are directed (a) to date the stock assignments necessary
for the transfer in question, (b) to fill in the number of shares being
transferred and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee, against the simultaneous delivery to you of the purchase price (by
cash, a check, or some combination thereof) for the number of shares of stock
being purchased pursuant to the exercise of the Company’s Repurchase
Option.

     

        3. 
Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser’s
attorney-in-fact and agent for the term of this escrow to execute with respect
to the securities all documents necessary or appropriate to make the securities
negotiable and to complete any transaction herein contemplated, including but
not limited to the filing with any applicable state blue sky authority of any
required applications for consent to, or notice of transfer of, the securities.
Subject to the provisions of this paragraph 3, Purchaser shall exercise all
rights and privileges of a stockholder of the Company while the stock is held by
you.


    
      
        
          
            	
                    
                    

                     

                  	
                    A-2-1

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


     

        4.  Upon
written request of Purchaser, but no more than once per calendar year, unless
the Company’s Repurchase Option has been exercised, you will deliver to
Purchaser a certificate or certificates representing so many shares of stock as
are not then subject to the Company’s Repurchase Option. Within ninety (90) days
after cessation of Purchaser’s continuous employment by or services to the
Company, or any subsidiary of the Company, you will deliver to Purchaser a
certificate or certificates representing the aggregate number of shares held or
issued pursuant to the Agreement and not purchased by the Company or its
assignees pursuant to exercise of the Company’s Repurchase Option.

     

        5.  If
at the time of termination of this escrow you should have in your possession any
documents, securities or other property belonging to Purchaser, you shall
deliver all of it to Purchaser and shall be discharged of all further
obligations hereunder.

     

        6.  Your
duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.

     

        7.  You
shall be obligated only for the performance of such duties as are specifically
set forth herein and may rely and shall be protected in relying or refraining
from acting on any instrument reasonably believed by you to be genuine and to
have been signed or presented by the proper party or parties. You shall not be
personally liable for any act you may do or omit to do hereunder as Escrow Agent
or as attorney-in-fact for Purchaser while acting in good faith, and any act
done or omitted by you pursuant to the advice of your own attorneys shall be
conclusive evidence of your good faith.

     

        8.  You
are hereby expressly authorized to disregard any and all warnings given by any
of the parties hereto or by any other person or corporation, excepting only
orders or process of courts of law and are hereby expressly authorized to comply
with and obey orders, judgments or decrees of any court. In case you obey or
comply with any such order, judgment or decree, you shall not be liable to any
of the parties hereto or to any other person, firm or corporation by reason of
such compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.

     

        9.  You
shall not be liable in any respect on account of the identity, authorities or
rights of the parties executing or delivering or purporting to execute or
deliver the Agreement or any documents or papers deposited or called for
hereunder.

     

        10.  You
shall not be liable for the outlawing of any rights under the statute of
limitations with respect to these Joint Escrow Instructions or any documents
deposited with you.

     

        11.  You
shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder,
may rely upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor.


    
      
        
          
            	
                     

                  	
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        12. 
Your responsibilities as Escrow Agent hereunder shall terminate if you cease to
be an officer or agent of the Company or if you resign by written notice to each
party. In the event of any termination, the Company shall appoint a successor
Escrow Agent.

     

        13.  If
you reasonably require other or further instruments in connection with these
Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing these instruments.

     

        14.  It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities held by you
hereunder, you are authorized and directed to retain in your possession without
liability to anyone all or any part of said securities until the disputes shall
have been settled either by mutual written agreement of the parties concerned or
by a final order, decree or judgment of a court of competent jurisdiction after
the time for appeal has expired and no appeal has been perfected, but you shall
be under no duty whatsoever to institute or defend any the
proceedings.

     

        15.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United
States Post Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the
following addresses or at such other addresses as a party may designate by ten
(10) days’ advance written notice to each of the other parties
hereto.

    


    
      	 
      	
              COMPANY:

            	 
      	
              Overhill
      Farms, Inc.

            	 
      
	 
      	 
      	 
      	
              2727
      E. Vernon Avenue

            	 
      
	 
      	 
      	 
      	
              Vernon,
      California 90058

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              PURCHASER:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              ESCROW
      AGENT:

            	 
      	
              Corporate
      Secretary

            	 
      
	 
      	 
      	 
      	
              Overhill
      Farms, Inc.

            	 
      
	 
      	 
      	 
      	
              2727
      E. Vernon Avenue

            	 
      
	 
      	 
      	 
      	
              Vernon,
      California 90058

            	 
      


    

     

        16.  By
signing these Joint Escrow Instructions, you become a party hereto only for the
purpose of said Joint Escrow Instructions; you do not become a party to the
Agreement.

     

        17. 
This instrument shall be binding upon and inure to the benefit of the parties
hereto, and their respective successors and permitted assigns.

     

        18.  The
Restricted Stock Purchase Agreement is incorporated herein by reference. These
Joint Escrow Instructions, the Amended and Restated 2005 Stock Plan and the
Restricted Stock Purchase Agreement (including the exhibits referenced therein)
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Escrow Agent, Purchaser and the Company with respect
to


    
      
        
          
            	
                     

                  	
                    A-2-3

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


     

     the
subject matter hereof, and may not be modified except by means of a writing
signed by the Escrow Agent, Purchaser and the Company.

     

        19.  The
corporate laws of the State of Nevada shall govern all issues concerning the
relative rights of the Company and its security holders under these Joint Escrow
Instructions. All other questions and obligations under these Joint Escrow
Instructions shall be construed and enforced in accordance with the internal
laws of the State of California, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of California or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of California. In any action, dispute,
litigation or other proceeding concerning these Joint Escrow Instructions
(including arbitration), exclusive jurisdiction shall be with the courts of
California, with the County of Los Angeles being the sole venue for the bringing
of the action or proceeding.

     

    


    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              OVERHILL
      FARMS, INC.

            


    

    


    


    
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      
	 
      	
              Title:

            	 
      


    

    


    


    
      	 
      	
              PURCHASER:

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              (Signature)

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              (Typed
      or Printed Name)

            
	 
      	 
      
	
              ESCROW
      AGENT:

            	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Corporate
      Secretary

            	 
      


    

    


     

    


    



    
      
        
          
            	
                     

                  	
                    A-2-4

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-3

    ELECTION UNDER SECTION
83(b)

    OF THE INTERNAL REVENUE CODE
OF 1986

     

    The
undersigned taxpayer hereby elects, pursuant to the above-referenced Federal Tax
Internal Revenue code, to include in taxpayer’s gross income for the current
taxable year, the amount of any compensation taxable to taxpayer in connection
with his receipt of the property described below:

     

    
      	
              1.

            	
              The
      name, address, taxpayer identification number and taxable year of the
      undersigned are as follows:

            


    

    


    
      	 
      	
              NAME:

            	
              TAXPAYER:

            	
              SPOUSE:

            
	 
      	 
      	 
      	 
      
	 
      	
              ADDRESS:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              IDENTIFICATION
      NO.:

            	
              TAXPAYER:

            	
              SPOUSE:

            
	 
      	 
      	 
      	 
      
	 
      	
              TAXABLE
      YEAR:

            	 
      	 
      


    

    


    
      	
              2.

            	
              The
      property with respect to which the election is made is described as
      follows:                    
      shares (the “Shares”) of the Common Stock of Overhill Farms, Inc., a
      Nevada corporation (the “Company”).

            


    

     

    
      	
              3.

            	
              The
      date on which the property was transferred is:          
                   
         ,     
         .

            


    

     

    
      	
              4.

            	
              The
      property is subject to the following
  restrictions:

            


    

     

    The
Shares may be repurchased by the Company, or its assignee, on certain events.
This right lapses with regard to a portion of the Shares based on the continued
performance of services by the taxpayer over time.

     

    
      	
              5.

            	
              The
      fair market value at the time of transfer, determined without regard to
      any restriction other than a restriction which by its terms will never
      lapse, of such property is:

            


    

    $_______________

     

    
      	
              6.

            	
              The
      amount (if any) paid for such property
is:

            


    

     

    $_______________

     

    The
undersigned has submitted a copy of this statement to the person for whom the
services were performed in connection with the undersigned’s receipt of the
above-described property. The transferee of the property is the person
performing the services in connection with the transfer of the
property.

     

    The
undersigned understands that the foregoing election may not be revoked except
with the consent of the Commissioner.

    


    
      
        	
                Dated:
      _______________, ____

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                                                     ,
      Taxpayer

              
	
                The
      undersigned spouse of taxpayer joins in this election.

              	 
      
	 
      	 
      
	
                Dated:
      _______________, ____

              	 
      
	 
      	
                Spouse
      of Taxpayer

              


      

    

    



    
      
        
          
            	
                     

                  	
                    A-3