0001193125-09-132048 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 17th, 2009 • Jamba, Inc. • Retail-eating & drinking places • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 16, 2009 by and among Jamba, Inc., a Delaware corporation (the “Company”), the Advisor, and each of those Persons listed on the Schedule of Investors attached hereto as Exhibit A who are signatories to this Agreement (each an “Investor,” and together the “Investors”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 hereof.

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Contract
Jamba, Inc. • June 17th, 2009 • Retail-eating & drinking places • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • June 17th, 2009 • Jamba, Inc. • Retail-eating & drinking places

This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the “Amendment”) is made as of June 16, 2009, between Jamba, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Rights Agreements (as defined below).

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