COMMON STOCK PURCHASE WARRANT COFFEE HOLDING CO., INC.Common Stock Purchase Warrant • September 27th, 2011 • Coffee Holding Co Inc • Beverages • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six-month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Coffee Holding Co., Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COFFEE HOLDING CO., INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 27th, 2011 • Coffee Holding Co Inc • Beverages • New York
The undersigned (the “Investor”) hereby confirms its agreement with Coffee Holding Co., Inc., a Nevada corporation (the “Company”), and the Selling Stockholders listed on the signature page hereto (the “Selling Stockholders”), as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 27th, 2011 • Coffee Holding Co Inc • Beverages • New York
This placement agency agreement (the “Agreement”) constitutes the agreement among Roth Capital Partners, LLC (in such capacity, “Roth” or the “Lead Placement Agent”), Maxim Group LLC (in such capacity “Maxim” or the “Co-Placement Agent,” and together with Roth, the “Placement Agents”), Coffee Holding Co, Inc. (the “Company”) and the stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”) that the Placement Agents shall serve, on a “best efforts” basis, as the exclusive placement agents for the Company and Selling Stockholders in connection with the proposed public offering placement (the “Placement”) of registered securities of the Company, consisting of (a) units consisting of (i) shares (the “Company Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) warrants (the “Warrants”) to purchase shares of the Company’s Common Stock, and (b) shares of Common Stock held by the Selling Stockholders (“Secondary Shares”).
