Exhibit 10.16
LOCK-UP LETTER AGREEMENT
[FORM OF LETTER TO BE SIGNED BY DIRECTORS, OFFICERS AND CERTAIN
STOCKHOLDERS OF COFFEE HOLDING CO., INC.]
Maxim Group LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The undersigned understands that Maxim Group LLC (the "Underwriter") proposes to
enter into an Underwriting Agreement (the "Underwriting Agreement") with Coffee
Holding Co., Inc., a Nevada corporation (the "Company"), providing for the
initial public offering by the Underwriter of Common Stock, par value $.01 per
share (the "Common Stock"), of the Company (the "Initial Public Offering").
In consideration of the execution of the Underwriting Agreement by the
Underwriter, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of the
Underwriter, the undersigned will not, directly or indirectly, (1) offer for
sale, sell, pledge, or otherwise dispose of (or enter into any transaction or
device that is designed to, or could be expected to, result in the disposition
by any person at any time in the future of) any shares of Common Stock
(including, without limitation, shares of Common Stock that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and shares of Common Stock
that may be issued upon exercise of any option or warrant) or securities
convertible into or exchangeable for Common Stock or any substantially similar
securities now owned or hereafter acquired by the undersigned, or sell or grant
options, rights or warrants with respect to any shares of Common Stock or
substantially similar securities or (2) enter into any swap or other derivatives
transaction that transfers to another, in whole or in part, any of the economic
benefits or risks of ownership of such shares of Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or other securities, in cash or otherwise, for a period of nine (9)
months after the effective date of the Registration Statement relating to the
Initial Public Offering.
In furtherance of the foregoing, the Company and its Transfer Agent are hereby
authorized to decline to make any transfer of securities if such transfer would
constitute a violation or breach of this Lock-Up Letter Agreement.
It is understood that, if the Company notifies the undersigned that it does not
intend to proceed with the Initial Public Offering, if the Underwriting
Agreement does not become effective, or if the Underwriting Agreement (other
than the provisions thereof which survive termination) shall terminate or be
terminated prior to payment for and delivery of any shares of Common Stock by
the Underwriter and the Company, the undersigned will be released from the
undersigned's obligations under this Lock-Up Letter Agreement.
Maxim Group LLC
Page 2
The undersigned understands that the Company and the Underwriter will proceed
with the Initial Public Offering in reliance on this Lock-Up Letter Agreement.
Whether or not the Initial Public Offering actually occurs depends on a number
of factors, including market conditions. The Initial Public Offering will only
be made pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation among the Company and the Underwriter.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this Lock-Up Letter Agreement and that, upon
request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.
Very truly yours,
By:_________________________________
Name:
Title:
Dated:__________________________
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