EXHIBIT 4.23 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement dated as of December ___, 2003 (this "Agreement") by and between Peabodys Coffee, Inc., a Nevada corporation, with principal executive offices located at 3845 Atherton Road,...Registration Rights Agreement • January 9th, 2004 • Peabodys Coffee Inc/Nv • Retail-eating places • California
EXHIBIT 4.26 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER...Warrant Agreement • January 9th, 2004 • Peabodys Coffee Inc/Nv • Retail-eating places • New York
EXHIBIT 4.20 SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement dated as of December ___, 2003 (this "Agreement") by and between Peabodys Coffee, Inc., a Nevada corporation, with principal executive offices located at 3845 Atherton Road,...Securities Purchase Agreement • January 9th, 2004 • Peabodys Coffee Inc/Nv • Retail-eating places • California
Exhibit 10.6 MARKETING AGREEMENT THIS AGREEMENT made and entered into this 5th day of January 2004, by and between The Cervelle Group, a Delaware LLC, hereinafter referred to as "Cervelle" and Peabodys Coffee, Inc. hereinafter referred to as...Marketing Agreement • January 9th, 2004 • Peabodys Coffee Inc/Nv • Retail-eating places • Florida
EXHIBIT 4.21 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF...Convertible Debenture • January 9th, 2004 • Peabodys Coffee Inc/Nv • Retail-eating places • California
EXHIBIT 4.22 WARRANT TO PURCHASE COMMON STOCK (CONVERSION WARRANTS) THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED...Warrant to Purchase Common Stock • January 9th, 2004 • Peabodys Coffee Inc/Nv • Retail-eating places • California
ADDENDUMAddendum • January 9th, 2004 • Peabodys Coffee Inc/Nv • Retail-eating places
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR...Stock Purchase Warrant • January 9th, 2004 • Peabodys Coffee Inc/Nv • Retail-eating places • New York
