BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR
ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.
5.7
AMENDMENT.
NEITHER THIS AGREEMENT NOR ANY TERM HEREOF MAY BE
AMENDED, WAIVED, DISCHARGED OR TERMINATED OTHER THAN BY A WRITTEN INSTRUMENT
SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF ANY SUCH AMENDMENT, WAIVER,
DISCHARGE OR TERMINATION IS SOUGHT.
5.8
LEGAL FEES.
THE COMPANY AGREES TO REIMBURSE PURCHASER FOR
REASONABLE ATTORNEY FEES INCURRED BY PURCHASER IN CONNECTION WITH THIS
TRANSACTION.
5.9
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES TO THIS AGREEMENT 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.
8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or have
caused this Agreement to be executed by their duly authorized officers, as of
the day and year first above written.
COMPANY:
VITA FOOD PRODUCTS, INC.
a Nevada corporation
By:
Clifford Bolen
Title: President
PURCHASER:
Howard Bedford
(Signature)
Address
Social Security Number
9
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
COMMON STOCK PURCHASE WARRANT
To Purchase 500,000 Shares of Common Stock of
Vita Food Products, Inc.
1.
WARRANT SHARES.
THIS COMMON STOCK PURCHASE WARRANT (THE
"WARRANT") CERTIFIES THAT, FOR VALUE RECEIVED, HOWARD BEDFORD (THE "HOLDER"), IS
ENTITLED, UPON THE TERMS AND SUBJECT TO THE LIMITATIONS ON EXERCISE AND THE
CONDITIONS HEREINAFTER SET FORTH, AT ANY TIME ON OR AFTER
,
2007 (THE "INITIAL EXERCISE DATE") AND ON OR PRIOR TO THE SECOND ANNIVERSARY OF
THE INITIAL EXERCISE DATE (THE "TERMINATION DATE") BUT NOT THEREAFTER, TO
SUBSCRIBE FOR AND PURCHASE FROM VITA FOOD PRODUCTS, INC., A CORPORATION
INCORPORATED IN THE STATE OF NEVADA (THE "COMPANY"), UP TO 500,000 SHARES (THE
"WARRANT SHARES") OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF THE COMPANY
(THE "COMMON STOCK"). THE PURCHASE PRICE OF ONE SHARE OF COMMON STOCK (THE
"EXERCISE PRICE") UNDER THIS WARRANT SHALL BE $1.25, SUBJECT TO ADJUSTMENT
HEREUNDER. THE EXERCISE PRICE AND THE NUMBER OF WARRANT SHARES FOR WHICH THE
WARRANT IS EXERCISABLE SHALL BE SUBJECT TO ADJUSTMENT AS PROVIDED HEREIN.
2.
AUTHORIZATION OF SHARES.
THE COMPANY COVENANTS THAT ALL WARRANT
SHARES WHICH MAY BE ISSUED UPON THE EXERCISE OF THE PURCHASE RIGHTS REPRESENTED
BY THIS