EXHIBIT 4.1Loan Agreement • June 30th, 2005 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • Ontario
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2007 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 25, 2007, by and among Clearly Canadian Beverage Corporation, a corporation incorporated under the laws of British Columbia, Canada, with headquarters located at 2267 10th Avenue W., Vancouver, British Columbia, Canada V6K 2JI (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
EXHIBIT 4.2 PREFERRED SHARE PURCHASE AGREEMENT This Preferred Share Purchase Agreement (this "Agreement") is dated for reference March 28, 2005 by and between Clearly Canadian Beverage Corporation, a British Columbia company (the "Corporation") and BG...Preferred Share Purchase Agreement • June 30th, 2005 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • British Columbia
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 28th, 2007 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 25, 2007, by and among Clearly Canadian Beverage Corporation, a Canadian corporation, incorporated under the laws of British Columbia, Canada with headquarters located at 2267 10th Avenue W., Vancouver, BC, Canada V6K2J1 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
CLEARLY CANADIAN BEVERAGE CORPORATION Form of Lock-Up Agreement September 25, 2007Lock-Up Agreement • September 28th, 2007 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • New York
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of September 25, 2007 by and among Clearly Canadian Beverage Corporation (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of (i) a new series of convertible notes (the "Notes") which Notes will be convertible into the Company's common shares, without par value (the "Common Shares"); and (ii) Series E and Series F warrants (collectively, the "Warrants") which Warrants will be exercisable to purchase Common Shares. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • September 28th, 2007 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • New York
SUBORDINATION AGREEMENT, dated as of September __, 2007, made by David Reingold, Lisa Reingold, Mark Goodman and Orlee Muroff, each an individual with his or her respective principal residence at the address set forth on the signature pages hereto (collectively, together with each of their respective heirs and assigns, the "Subordinated Lenders"), Clearly Canadian Beverage Corporation, a corporation incorporated under the laws of British Columbia, Canada (the "Company") and each initial holder of the Senior Notes (as defined below) (collectively with each of their respective successors and assigns, the “Senior Lenders”).
AGREEMENT TO AMEND SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2006 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • British Columbia
THIS AGREEMENT (“Agreement”) is made this 12th day of May, 2006, by and between CLEARLY CANADIAN BEVERAGE CORPORATION (the "Company"), a British Columbia corporation with an address at 2267 West 10th Avenue, Vancouver, British Columbia, V6K 2J1 and BG CAPITAL GROUP LTD. (the “BG Capital”), a Bahamian corporation with an address at Slot #2000 A.P. 59223, Nassau, The Bahamas
Attention: Douglas L. Mason Dear Doug, Re: Consulting Agreement dated March 1, 2002, as amended (the “Consulting Agreement”) between Clearly Canadian Beverage Corporation (the “Company”) and Criterion Capital Corporation (“Criterion”)Consulting Agreement • February 10th, 2006 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters
The Company has entered into Preferred Share Purchase Agreement dated March 28, 2005 (the “Agreement”) with BG Capital Group Ltd. (“BG Capital”). In connection with the Agreement and the transactions contemplated therein, the Company and Criterion have agreed to make certain amendments to the Consulting Agreement.
ContractPrivate Placement Subscription Agreement • June 30th, 2006 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 2nd, 2007 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • British Columbia
THIS AGREEMENT is dated for reference the 5th day of February, 2007 between Clearly Canadian Beverage Corporation, a company incorporated under the laws of the Province of British Columbia with an office at 2267 West 10th Avenue, Vancouver, B.C. V6K 2J1 (the “Purchaser”) David Reingold, of 67 Gatcombe Circle, Richmond Hill, Ontario L4C 9P5 (“David”), Lisa Reingold, of 67 Gatcombe Circle, Richmond Hill, Ontario L4C 9P5 (“Lisa”), and Mark Goodman, of 84 Markwood Lane, Thornhill, Ontario, L4J 7A6 (“Mark” and together with David and Lisa, the “Vendors”).
CONFIDENTIAL MEMORANDUMConsulting Agreement • February 10th, 2006 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters
Execution Copy - SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 2nd, 2007 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • British Columbia
THIS AGREEMENT is dated for reference the 24th day of May, 2007 between Clearly Canadian Beverage Corporation, a company incorporated under the laws of the Province of British Columbia with an office at 2267 West 10th Avenue, Vancouver, B.C. V6K 2J1 (the “Purchaser”), David Reingold, of 67 Gatcombe Circle, Richmond Hill, Ontario L4C 9P5 (the “David”) and Orlee Muroff, of 49 Park Hill Road, Toronto, Ontario, M6C 3N1 (“Orlee” and together with David, the “Vendors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 28th, 2007 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • British Columbia
SECURITIES PURCHASE AGREEMENT (the “Agreement"), dated as of September 25, 2007, by and among Clearly Canadian Beverage Corporation, a Canadian corporation, incorporated under the laws of British Columbia, Canada with headquarters located at 2267 10th Avenue W., Vancouver, BC, Canada V6K2J1 (the “Company"), and the investors listed in Schedule A of Buyers attached hereto (individually, a “DMR Buyer" and collectively, the "DMR Buyers") and in Schedule B of Buyers attached hereto (individually, a “MOB Buyer" and collectively, the “MOB Buyers").
FORM OF COMMON SHARE PURCHASE WARRANTWarrant Agreement • August 2nd, 2006 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • British Columbia
FOR VALUE RECEIVED, Clearly Canadian Beverage Corporation. ("Company"), hereby certifies that [_____________________________________________ ] or his registered assigns ("Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at any time or from time to time during the period commencing on [________________] and expiring on [________________], of the Company’s Common Shares ("Common Shares"), at a purchase price of USD $[____] per share. The number of Common Shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Exercise Price," respectively.
CONFIDENTIAL MEMORANDUMConsulting Agreements • February 10th, 2006 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters
Dear Bruce, Re: Legal Services Agreement dated March 1, 2002, as amended (the “Consulting Agreement”) between Clearly Canadian Beverage Corporation (the “Company”) and Bruce E. Morley Law Corporation (“LawCorp”)Legal Services Agreement • February 10th, 2006 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters
The Company has entered into a Preferred Share Purchase Agreement dated March 28, 2005 (the “Agreement”) with BG Capital Group Ltd. (“BG Capital”). In connection with the Agreement and the transactions completed therein, the Company and LawCorp have agreed to make certain amendments to the Consulting Agreement.
CONSENT, WAIVER AND AMENDMENTConsent, Waiver and Amendment Agreement • August 1st, 2008 • Clearly Canadian Beverage Corp • Bottled & canned soft drinks & carbonated waters • New York
THIS CONSENT, WAIVER AND AMENDMENT AGREEMENT (this “Agreement”), dated as of July 31, 2008 is entered into by and among Clearly Canadian Beverage Corporation, a corporation organized under the laws of British Columbia, Canada (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
