nlef_ex425.htm


    Exhibit
4.25

    


    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

    


    
      	 
      	
              Right
      to Purchase ____________ shares of Common Stock of New Leaf Brands, Inc.,
      a Nevada corporation (subject to adjustment as provided
      herein)

            


    

    


    FORM
OF COMMON STOCK PURCHASE WARRANT

     

    
      
        	No. 2010-NLB
      001	
                Issue
      Date: {April___,}
      2010

              


      

    

     

    NEW LEAF
BRANDS, INC. a corporation organized under the laws of the State of Nevada (the
“Company”), hereby
certifies that, for value received, ____________________________________,
______________________________________________, or its assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company at any time
commencing six months after the Issue Date of this warrant until 5:00 p.m.,
E.S.T on the date that is {April __, 2013}
{Enter the Thirty Six Month anniversary date (i.e. 3 years) of first closing of
the Company’s  offering}  (the “Expiration Date”), up to
71,429 per
$25,000 Unit} fully paid and nonassessable shares of Common Stock at a
per share purchase price of $0.45.  The
afore described purchase price per share, as adjusted from time to time as
herein provided, is referred to herein as the "Purchase
Price."  The number and character of such shares of Common
Stock and the Purchase Price are subject to adjustment as provided
herein.  The Company may reduce the Purchase Price for some or all of
the Warrants, temporarily or permanently.  Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement (the “Subscription Agreement”),
dated as of {April___,}
2010, and entered into by the Company and the initial subscriber for this
Warrant.

    


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

     

    (a)           The
term “Company” shall
include New Leaf Brands, Inc. and any corporation which shall succeed or assume
the obligations New Leaf Brands, Inc. hereunder.

     

    (b)           The
term “Common Stock”
includes (a) the Company's Common Stock $0.001 par value per share, as
authorized on the date of the Subscription Agreement, and (b) any other
securities into which or for which any of the securities described in
(a) may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.

     

    (c)           The
term “Other Securities”
refers to any stock (other than Common Stock) and other securities of the
Company or any other person (corporate or otherwise) which the holder of this
Warrant at any time shall be entitled to receive, or shall have received, on the
exercise of this Warrant, in lieu of or in addition to Common Stock, or which at
any time shall be issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to Section 4 or
otherwise.

     

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

     

    1.            
Exercise of
Warrant.

     

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

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    1.2.           Full
Exercise.  This Warrant may be exercised in full by the Holder
hereof by delivery to the Company of an original or facsimile copy of the form
of subscription attached as Exhibit A
hereto (the “Subscription
Form”) duly executed by such Holder and delivery within two days
thereafter of payment, in cash, wire transfer or by certified or official bank
check payable to the order of the Company, in the amount obtained by multiplying
the number of shares of Common Stock for which this Warrant is then exercisable
by the Purchase Price then in effect, or by cashless exercise as provided
herein.  The original Warrant is not required to be surrendered to the
Company until it has been fully exercised.

     

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

     

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

     

    (a)           If
the Company's Common Stock is traded on an exchange or is quoted on the NASDAQ
Global Market, Nasdaq Global Select Market, the NASDAQ Capital Market, the New
York Stock Exchange, the American Stock Exchange, LLC, OTC Bulletin Board, or
Pink Sheets LLC, then the average of the closing or last sale prices,
respectively, reported for the ten trading days immediately preceding the
Determination Date;

     

    (b)           If
the Company's Common Stock is not traded on an exchange or quoted on the NASDAQ
Global Market, Nasdaq Global Select Market, the NASDAQ Capital Market, the New
York Stock Exchange, the American Stock Exchange, LLC, OTC Bulletin Board, or
Pink Sheets LLC, but is traded in the over-the-counter market, then the average
of the closing bid and ask prices reported for the ten trading days immediately
preceding the Determination Date;

     

    (c)           Except
as provided in clause (d) below and Section 3.1, if the Company's Common
Stock is not publicly traded, then as the Holder and the Company agree, or in
the absence of such an agreement, by arbitration in accordance with the rules
then standing of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and
training to pass on the matter to be decided with such arbitration to be
conducted in New York City, New York; or

     

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

     

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

     

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

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    1.7           Delivery of Stock
Certificates, etc. on Exercise. The Company agrees that the shares of
Common Stock purchased upon exercise of this Warrant shall be deemed to be
issued to the Holder hereof as the record owner of such shares as of the close
of business on the date on which delivery of a Subscription Form shall have
occurred and payment made for such shares as aforesaid. As soon as practicable
after the exercise of this Warrant in full or in part (and regardless of method
of exercise), and in any event within ten (10) business days thereafter (“Warrant Share Delivery Date”),
the Company at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of and delivered to the Holder
hereof, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct in compliance with applicable federal and state
securities laws, a certificate or certificates for the number of duly and
validly issued, fully paid and non-assessable shares of Common Stock (or Other
Securities) to which such Holder shall be entitled on such exercise, plus, in
lieu of any fractional share to which such Holder would otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value of one full
share of Common Stock, together with any other stock or other securities and
property (including cash, where applicable) to which such Holder is entitled
upon such exercise pursuant to Section 1 or otherwise.  The
Company understands that a delay in the delivery of the Warrant Shares after the
Warrant Share Delivery Date could result in economic loss and irreparable harm
to the Holder.  The Company shall not, however, be responsible for any
out of pocket or potential lost profits as a result of a decline in stock price
during any reasonable
delay, but shall be responsible for such losses and legal/enforcement costs if
it is found to have delayed unreasonably or in bad
faith.  Furthermore, in addition to any other remedies which may be
available to the Holder, in the event that the Company fails for any reason to
effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the
Holder may revoke all or part of the relevant Warrant exercise by delivery of a
notice to such effect to the Company, whereupon the Company and the Holder shall
each be restored to their respective positions immediately prior to the exercise
of the relevant portion of this Warrant.

     

    2.           Net Issue
Election.

     

    (a)           This
Warrant may be exercised in whole or in part at any time (i) by paying
cash, wire transfer or by certified or official bank check payable to the order
of the Company equal to the applicable aggregate Purchase Price, (ii) by
“cashless exercise” method in accordance with Section 2(b) below or
(iii) by a combination of any of the foregoing methods, for the number of
Common Stock specified in such form (as such exercise number shall be adjusted
to reflect any adjustment in the total number of shares of Common Stock issuable
to the holder per the terms of this Warrant) and the holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully-paid
and non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.

     

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

     

    
      
        	
                 
      

              	
                
                  X=Y
      (A-B)

                            A

                  


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

                

              


      

    

    


    
      	
               
      

            	
              Y=

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

            


    

     

    
      	
               
      

            	
              A=

            	
              the
      average of the closing sale prices of the Common Stock for the ten (10)
      Trading Days immediately prior to (but not including) the Exercise Date,
      or Fair Market Value, whichever is
less

            


    

     

    
      	
               
      

            	
              B=

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

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

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

     

    3.           Adjustment for
Reorganization, Consolidation, Merger, Subsequent Share Issuances
etc.

     

    3.1.           Fundamental Transaction. 
If, at any time while this Warrant is outstanding, (A) the Company 
effects any merger or  consolidation  of the Company with or into
another entity, (B) the Company effects any sale of all or
substantially all of its assets in one or
a series of related transactions,  (C)
any tender offer or exchange offer (whether by the
Company or another entity) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their
shares for other securities, cash or property, (D) the
Company effects any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for
other securities, cash or property (in any such case, a "Fundamental 
Transaction"), then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that
would have been issuable upon such exercise immediately prior to the
occurrence of such Fundamental Transaction, at the option of the
Holder, (a) upon exercise of this Warrant, the number of shares of Common
Stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and any additional
consideration (the "Alternate
Consideration") receivable upon or as a result of
such reorganization,
reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such
event or (b) if the Company is acquired in (1) a transaction
where the consideration paid to the holders of the Common Stock consists solely
of cash, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the 1934
Act, or (3) a transaction involving a person or entity not traded on a national
securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market
or the Nasdaq Capital Market, cash equal to the Black-Scholes
Value.  For purposes of any such exercise, the
determination of the Purchase Price shall
be appropriately adjusted to apply to such Alternate
Consideration based on the amount of
Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and
the Company shall apportion the Purchase Price
among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different
components of the Alternate Consideration.  If holders of Common Stock
are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given
the same choice as to the Alternate Consideration it receives upon any exercise
of this Warrant following such Fundamental Transaction.  To the extent
necessary to effectuate the foregoing provisions, any
successor to the Company or surviving entity in such
Fundamental Transaction shall issue to the Holder a
new warrant consistent with
the foregoing provisions and evidencing the
Holder's right to exercise such warrant into Alternate
Consideration.  The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of
this Section 3.1 and insuring that this Warrant (or any such
replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction.  “Black-Scholes Value” shall be determined in
accordance with the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg L.P. using (i) a price per share of Common Stock equal to
the VWAP of the Common Stock for the Trading Day immediately preceding the date
of  consummation of the applicable Fundamental Transaction, (ii) a
risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of this Warrant as of the date of such request and
(iii) an expected volatility equal to the 100 day volatility obtained from the
HVT function on Bloomberg L.P. determined as of the Trading Day immediately
following the public announcement of the applicable Fundamental
Transaction.

     

    3.2.           [reserved]

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

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

     

    3.4.           Anti-Dilution.

    


    (a)           Anti Dilution; Full
Ratchet. Other than in connection with an Excepted Issuance (as defined
below), if at any time or from time to time, while any part of the Warrants are
outstanding, the Company shall agree to or actually issue or grant the right to
receive any Common Stock or securities (debt, preferred, options, warrants or
otherwise) convertible into, exercisable or exchangeable for shares of Common
Stock (or modify any of the foregoing which may be
outstanding)  (“Common Stock Equivalent”) to
any person or entity at a price per share or conversion price or exercise price
per share which shall be less than the Warrant exercise price in respect of the
Warrant Shares then in effect (“Lower Price Issuance”),
without the consent of the Holder of such Warrant, then the Warrant exercise
price for all remaining unexercised Warrants shall automatically and without
further action be reduced to an amount equal to the price of the Common Stock
Equivalent in such Lower Price Issuance (i.e. the Effective Price, as
hereinafter defined).

    


    (b)           Effective
Price.   For purposes of
Section 3.4 in connection with any issuance of any Common Stock Equivalents, (i)
the maximum number of shares of Common Stock potentially issuable at any time
upon conversion, exercise or exchange of such Common Stock Equivalents (the
“Deemed
Number”) shall be deemed
to be outstanding or subscribed for and required to be issued upon issuance of
such Common Stock Equivalents, (ii) the deemed issue price (“Effective
Price”) applicable to such
Common Stock shall equal the minimum dollar value of consideration payable to
the Company to purchase such Common Stock Equivalents and to convert, exercise
or exchange them into Common Stock (net of any discounts, fees, commissions and
other expenses), divided by the Deemed number, and (ii) no further adjustment
shall be made to the Conversion Price upon the actual issuance of Common Stock
upon conversion exercise or exchange of such Common Stock Equivalents if issued
at or higher than the Effective Price.  In the event that the
Effective Price is decreased upon the issuance of shares of Common Stock or
Common Stock Equivalents and such securities are later cancelled or expire, then
the Effective Price shall be adjusted upward as of the date of such cancellation
or expiration as if the issuance of such Common Stock or Common Stock
Equivalents had not occurred. Common Stock issued or issuable by the
Company for no consideration will be deemed to have been issued or to be
issuable for $0.0001 per share of Common Stock.

    


    (c)           Excepted
Issuances.   The rights of each Warrant Holder set forth
in this Section 3.4 are in addition to any other rights the Holder has pursuant
to this Agreement, any Transaction Document, and any other agreement referred to
or entered into in connection herewith or to which such Holder and Company are
parties.  For purposes of Section 3.4, “Excepted Issuance” shall mean
(i) as a result of the issuance of any Shares or exercise of any of the Warrants
issued pursuant to the Subscription Agreement or any of securities or warrants
issued to the Placement Agent acting in connection with the sale of these
Warrants (including the exercise or conversion of any of the foregoing), (ii)
the Company’s issuance of Common Stock or Common Stock Equivalent upon the
exercise or conversion of options, warrants or convertible notes or other
securities, outstanding on the date hereof as specifically described in SEC
Reports (but not if the same are not described in the SEC
Reports),  (iii) as granted to officers, directors or employees and
other service providers in connection with any existing board approved stock
option, incentive or similar plan or any stock option plan approved by the Board
of Directors of the Company, including the exercise of the same, or to any
Placement Agent (or other entity acting in a similar capital-raising capacity)
in connection with its rendition of services to the Company in connection with
the offering in which these Warrants were issued (iv) the issuance of securities
as full or partial consideration in connection with a bonafide strategic merger,
acquisition, consolidation or purchase of substantially all of the securities or
assets of a  corporation or other entity.

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

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

     

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

     

    6.           Reservation of Stock, etc.
Issuable on Exercise of Warrant; Financial
Statements.   The Company will at all times reserve and
keep available, solely for issuance and delivery on the exercise of the
Warrants, all shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of the Warrant.

     

    7.           Assignment; Exchange of
Warrant.  Subject to compliance with applicable securities
laws, this Warrant, and the rights evidenced hereby, may be transferred by any
registered holder hereof (a "Transferor"). On the surrender
for exchange of this Warrant, with the Transferor's endorsement in the form of
Exhibit B
attached hereto (the “Transferor Endorsement Form")
and together with an opinion of counsel reasonably satisfactory to the Company
that the transfer of this Warrant will be in compliance with applicable
securities laws, the Company will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a "Transferee"), calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face or faces of the Warrant so surrendered by the
Transferor.

     

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

     

    9.           Subscription
Agreement.  The terms of the Subscription Agreement are
incorporated herein by this reference.  Specifically, and without
limitation, the benefits of the covenants set forth in Section 6.2
thereof.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    10.           Maximum
Exercise.  The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates on an exercise
date, and (ii) the number of shares of Common Stock issuable upon the
exercise of this Warrant with respect to which the determination of this
limitation is being made on an exercise date, which would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock on such date.  For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities 1934 Act , and Rule
13d-3 thereunder.  Subject to the foregoing, the Holder shall not be
limited to aggregate exercises which would result in the issuance of more than
4.99%.  The restriction described in this paragraph may be
waived, in whole or in part, upon sixty-one (61) days prior notice from the
Holder to the Company to increase such percentage to up to 9.99%, but not in
excess of 9.99%.  The Holder may decide whether to convert a
Convertible Note or exercise this Warrant to achieve an actual 4.99% or up to
9.99% ownership position as described above, but not in excess of
9.99%.

     

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

     

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

     

    13.           Notices.   All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be:  if to the Company, to: 60
Dutch Hill Rd., Orangeburg NY 10962 Phone:
(845)365.1570,  with a copy by facsimile and return receipt requested
or recognized overnight courier delivery: Levy International Law, LLC, 22 West
48th
Street, Suite 601, New York, New York 10036Facsimile 646-219-1574, and N. I.
Jacobs & Associates, 679 Titicus Rd., North Salem NY 10560 fax (914)
669.9408 (ii) if to the Holder, to the address and facsimile number listed on
the first paragraph of this Warrant, with a copy by facsimile only to: the
Placement Agent as set forth in the Subscription Agreement.

     

    
      
         


      

      
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    14.           Law Governing This
Warrant.  This Warrant shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of laws.  Any action brought by either party against the
other concerning the transactions contemplated by this Warrant shall be brought
only in the state courts of New York or in the federal courts located in the
state and county of New York.  The parties to this Warrant hereby
irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non
conveniens.  The Company and Holder waive trial by
jury.  The prevailing party shall be entitled to recover from the
other party its reasonable attorney's fees and costs.  In the event
that any provision of this Warrant or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement.   Each party hereby
irrevocably waives personal service of process and consents to process being
served in any suit, action or proceeding in connection with this Agreement or
any other Transaction Document by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by law.

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


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

     

    
      	 
      	
              NEW
      LEAF BRANDS, INC.

               

               

               

              By:       ________________________________    

                          
      Name:

                           Title:

               

               

               

               

            
	 
      	 
      	 
      


    

    



    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Exhibit A

    


    FORM OF
SUBSCRIPTION

    (to be
signed only on exercise of Warrant)

    TO:  NEW LEAF BRANDS,
INC.

     

    The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.2010 NLB____), hereby irrevocably elects to purchase (check applicable
box):

    


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

     

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

    


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

    


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

    


    ____        the
cancellation of such number of shares of Common Stock as is necessary, in
accordance with the formula set forth in Section 2, to exercise this
Warrant with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2 (using a
Fair Market Value of $_______ per share for purposes of this
calculation).

    


    The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to _____________________________________________________ whose
address is ______________  _________  ____________ 
______________  ______________________________________ .

    


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

    


    
      	
              Dated:___________________

            	
              _______________________________________________________________

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

               

              ______________________________________________________________

               

              _____________________________________________________________

               

                                                                        
      (Address)

            


    


    
      
         


      

      
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    Exhibit B

    


    


    FORM OF
TRANSFEROR ENDORSEMENT

    (To be
signed only on transfer of Warrant)

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

     

    


    
      	
              Transferees

            	
              Percentage Transferred

            	
              Number Transferred

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    
      	
              Dated:  ______________,
      ___________

               

               

               

              Signed
      in the presence of:

               

              ___________________________

              (Name)

               

               

              ACCEPTED
      AND AGREED:

              [TRANSFEREE]

               

               

              _____________________________

              (Name)

               

            	
              ______________________________________________________________

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

               

               

              
                ______________________________________________________________

                 

                _____________________________________________________________

                 

                                                                          
      (Address)

                 

                
                  ______________________________________________________________

                   

                  _____________________________________________________________

                   

                                                                            
      (Address)

                

              

            


    

    


    
      
        
           


        

        
          11