Form of} INDEMNITY AGREEMENTIndemnification Agreement • July 30th, 1999 • Sorisole Acquisition Corp • Delaware
BETWEENMerger Agreement • August 19th, 2002 • La Jolla Fresh Squeezed Coffee Co Inc • Non-operating establishments
EXHIBIT 10.2 EMPLOYMENT AGREEMENT BY AND BETWEEN LA JOLLA FRESH SQUEEZED COFFEE COMPANY, INC.Employment Agreement • April 16th, 2002 • La Jolla Fresh Squeezed Coffee Co Inc • Non-operating establishments • California
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE JAVO BEVERAGE COMPANY, INC.Non-Qualified Stock Option Agreement • May 1st, 2007 • Javo Beverage Co Inc • Beverages
Pursuant to the Javo Beverage Company, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Javo Beverage Company, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
ANDNet Industrial Lease • August 15th, 2002 • La Jolla Fresh Squeezed Coffee Co Inc • Non-operating establishments • California
RECITALSStock Acquisition and Reorganization Agreement • April 24th, 2000 • La Jolla Fresh Squeezed Coffee Co Inc • Non-operating establishments • California
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE JAVO BEVERAGE COMPANY, INC.Non-Qualified Stock Option Agreement • May 1st, 2007 • Javo Beverage Co Inc • Beverages
Pursuant to the Javo Beverage Company, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Javo Beverage Company, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
RECITALSPurchase and Sale of Assets • May 30th, 2000 • La Jolla Fresh Squeezed Coffee Co Inc • Non-operating establishments • California
BETWEENShareholder Rights Plan • August 19th, 2002 • La Jolla Fresh Squeezed Coffee Co Inc • Non-operating establishments • New York
ContractSenior Subordinated Note • November 19th, 2009 • Javo Beverage Co Inc • Beverages • New York
THIS SENIOR SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS SENIOR SUBORDINATED NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
JAVO BEVERAGE COMPANY, INC. FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2009 • Javo Beverage Co Inc • Beverages • Delaware
This Securities Purchase Agreement (this “Agreement”) is made as of the effective date set forth on the signature page, by and among Javo Beverage Company, a Delaware corporation (the “Company”), and each of the parties listed on Schedule I attached hereto (the parties listed on Schedule I being referred to individually as an “Investor” and collectively as the “Investors”).
PERFORMANCE SHARE AWARD AGREEMENT UNDER THE JAVO BEVERAGE COMPANY, INC.Performance Share Award Agreement • May 1st, 2007 • Javo Beverage Co Inc • Beverages
Pursuant to the Javo Beverage Company, Inc. 2007 Stock Option and Incentive Plan (the “Plan”), Javo Beverage Company, Inc. (the “Company”) hereby agrees to award to the Grantee named above shares of common stock of the Company (“Stock”), the final number of which shall be determined pursuant to, and subject to the attainment of performance goals set forth in Exhibit A (the “Performance Goals” and such shares of Stock shall be the “Performance Shares”). The Performance Shares are granted pursuant to, and are subject to the restrictions and conditions set forth herein and in the Plan.
JAVO BEVERAGE COMPANY, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2009 • Javo Beverage Co Inc • Beverages • New York
This Securities Purchase Agreement (this “Agreement”) is made as of this 6th day of April, 2009, by and between Javo Beverage Company, Inc., a Delaware corporation (the “Company”) and Coffee Holdings LLC, a Delaware limited liability company (the “Investor”).
AMENDMENT NUMBER 1 TO LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • August 1st, 2008 • Javo Beverage Co Inc • Beverages
THIS AMENDMENT NUMBER 1 TO LIMITED LIABILITY COMPANY AGREEMENT of JAVO DISPENSER, LLC, a Delaware limited liability company (the "Company") is made and entered into for reference purposes as of August 1, 2005, effective as of July 8, 2005, in order to Amend the Limited Liability Company Operating Agreement by and among each of the persons listed on the Exhibit A thereto, as may be amended or supplemented from time to time in accordance with the Limited Liability Company Operating Agreement of Javo Dispenser, LLC dated as of July 8, 2005 (as amended hereby, the "Agreement").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2006 • Javo Beverage Co Inc • Beverages • New York
· broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;
JAVO BEVERAGE COMPANY, INC. AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • November 19th, 2009 • Javo Beverage Co Inc • Beverages • Delaware
This Amendment No. 1, effective as of November 17, 2009 (the “Amendment”), amends the Rights Agreement, dated as of July 1, 2002 (the “Rights Agreement”), by and between Javo Beverage Company, Inc., a Delaware corporation (the “Company”), and Corporate Stock Transfer, Inc., a Colorado corporation (the “Rights Agent”). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.
Javo Dispenser, LLC MASTER EQUIPMENT LEASE AGREEMENTMaster Equipment Lease Agreement • August 1st, 2008 • Javo Beverage Co Inc • Beverages • California
JAVO BEVERAGE COMPANY, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2009 • Javo Beverage Co Inc • Beverages • New York
Our opinions set forth below are limited to the laws of the State of California, the Delaware General Corporation Law and the federal law of the United States. Our opinion in numbered paragraph 6 is the only opinion in this opinion letter that addresses securities laws. Without limiting the generality of the foregoing, we express no opinion with respect to (i) state securities or “Blue Sky” laws, or (ii) state or federal antifraud laws.
LIMITED LIABILITY COMPANY AGREEMENT OF JAVO DISPENSER, LLC a Delaware limited liability company July 8, 2005Limited Liability Company Agreement • August 1st, 2008 • Javo Beverage Co Inc • Beverages • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of JAVO DISPENSER, LLC, a Delaware limited liability company (the "Company") is made and entered into as of July 8, 2005 ("Effective Date") by and among each of the persons listed on the attached Exhibit A, as may be amended or supplemented from time to time in accordance with this Agreement (each, a "Member," and collectively, the "Members"). Capitalized words used herein have the meanings provided in Section 12 hereof.
AMENDMENT AGREEMENTAmendment Agreement • March 16th, 2009 • Javo Beverage Co Inc • Beverages • New York
This amendment agreement (the “Agreement”) is made as of December 17, 2008, by and between Javo Beverage Company, Inc. and the parties as are listed on Exhibit A hereto.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE JAVO BEVERAGE COMPANY, INC.Restricted Stock Award Agreement • May 1st, 2007 • Javo Beverage Co Inc • Beverages
Pursuant to the Javo Beverage Company, Inc. 2007 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Javo Beverage Company, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • April 10th, 2009 • Javo Beverage Co Inc • Beverages • New York
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”), dated as of April 6, 2009, is entered into by and among Javo Beverage Company, Inc., a Delaware corporation (the “Company”), and Falconhead Capital, LLC, a Delaware limited liability company (“Falconhead”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2006 • Javo Beverage Co Inc • Beverages • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 14, 2006, by and among Javo Beverage Company, Inc., a Delaware corporation, with headquarters located at 1311 Specialty Drive, Vista, CA. 92081 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Coffee Holdings LLC c/o Falconhead Capital, LLC New York, NY 10022Binding Plan Commitment Letter Agreement • January 24th, 2011 • Javo Beverage Co Inc • Beverages • New York
Coffee Holdings LLC (“Holdings”) is presenting this letter agreement (the “Letter Agreement”) to Javo Beverage Company, Inc. (“Javo” or the “Company” and, together with Holdings, the “Plan Sponsors”), which sets forth, among other things, the Plan Sponsors’ binding commitment (the “Commitments”) to complete a restructuring transaction in accordance with a confirmed, prearranged plan of reorganization under chapter 11 of the Bankruptcy Code (as further described in the Term Sheets (defined below), the “Plan”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) pursuant to which Holdings’ claims against the Company will receive as consideration pursuant to the Plan a controlling interest in the equity of the reorganized Company (the “Restructuring Transaction”), on the terms and subject to the conditions set forth in both the restructuring term sheet attached hereto as Exhibit A (the “Restructuring Term Sheet”) and the DIP financing term sheet atta
