Exhibit D
WARRANT
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NORTH TEXAS OPPORTUNITY FUND LP
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THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF (A) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND
ALL APPLICABLE STATE SECURITIES LAWS, AND (B) ARE SUBJECT TO THE TERMS AND
PROVISIONS OF (I) A SECURITIES EXCHANGE AND PURCHASE AGREEMENT, DATED AS OF
AUGUST 14, 2001, BY AND AMONG FRESH AMERICA CORP. (THE "COMPANY") AND THE
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PURCHASERS NAMED THEREIN AND (II) A SHAREHOLDERS AGREEMENT, DATED AS OF AUGUST
14, 2001, BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN (AS SUCH
AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED FROM TIME TO
TIME, THE "AGREEMENTS"). COPIES OF THE AGREEMENTS ARE AVAILABLE AT THE OFFICES
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OF THE COMPANY.
84,100,980 Shares of common stock Warrant No. C-l
PPN: 35803R 6# 7
WARRANT TO PURCHASE 84,100,980 SHARES OF COMMON STOCK OF
FRESH AMERICA CORP.
This is to certify that, in consideration of the covenants and
agreements set forth herein and in the Agreements and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, NORTH TEXAS OPPORTUNITY FUND LP (the "Holder"), and its successors
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and registered assigns, is entitled at any time after the Closing Date (as
defined in the Agreements) and prior to 12:00 midnight (Dallas, Texas time)
August 14, 201l to exercise this Warrant to purchase 84,100,980 shares of common
stock of the Company, as the same shall be adjusted from time to time pursuant
to the provisions of the Agreements at a price per share as specified in the
Agreements and to exercise the other rights, powers and privileges hereinafter
provided, all on the terms and subject to the conditions specified in this
Warrant and in the Agreements.
This Warrant is issued under, and the rights represented hereby are
subject to the terms and provisions contained in, the Agreements, all terms and
provisions of which the registered holder of this Warrant, by acceptance of this
Warrant, assents. Reference is hereby made to the Agreements for a more complete
statement of the rights and limitations of rights of the registered holder of
this Warrant and the rights and duties of the Company under this Warrant. Copies
of the Agreements are on file at the office of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed this 5th day of September, 2001.
FRESH AMERICA CORP.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
