Exhibit 10.9 ------------------------------------------------------------------ -------------- HSBC Business Credit (USA) Inc. LEASE AGREEMENT ---------------- ---------------------------------------------------------------- The undersigned lessor...Lease Agreement • August 12th, 2004 • Coffee Holding Co Inc • Beverages • New York
Exhibit 10.3 LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (as it may be amended, this "Agreement") is entered into on November 21, 1997, between NATIONSCREDT COMMERICAL CORPORATION, THROUGH ITS NATIONSCREDTT COMMERCIAL FUNDING DIVISION...Loan and Security Agreement • February 1st, 2001 • Coffee Holding Co Inc • Blank checks • New York
Exhibit 2.1 ASSET PURCHASE AGREEMENT AGREEMENT, dated this 4th day of February, 2004, by and between Coffee Holding Co., Inc., a Nevada corporation ("Buyer") and Premier Roasters LLC, a Delaware limited liability company ("Seller"). RECITALS: This...Asset Purchase Agreement • February 20th, 2004 • Coffee Holding Co Inc • Beverages • New York
Exhibit 1.1 1,400,000 SHARES OF COMMON STOCK COFFEE HOLDING CO., INC. UNDERWRITING AGREEMENT Joseph Stevens & Company, Inc. 59 Maiden Lane 32nd Floor New York, New York 10038 As Representative of the several Underwriters named on Schedule A hereto...Coffee Holding Co Inc • February 25th, 2005 • Beverages • New York
WARRANTCoffee Holding Co Inc • October 25th, 2004 • Beverages • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
BACKGROUNDEmployment Agreement • June 24th, 2004 • Coffee Holding Co Inc • Beverages • New York
EXHIBIT 1.1 1,600,000 SHARES OF COMMON STOCK COFFEE HOLDING CO., INC. UNDERWRITING AGREEMENT MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Coffee Holding...Coffee Holding Co Inc • October 25th, 2004 • Beverages • New York
EXECUTION COPY SECOND AMENDMENT, dated as of November 29, 2000 (this "Amendment") to LOAN AND SECURITY AGREEMENT dated as of November 21, 1997 (as amended through the date hereof, the "Loan Agreement") between COFFEE HOLDING CO. INC. ("Borrower") and...Second Amendment • January 29th, 2001 • Coffee Holding Co Inc • Blank checks • New York
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT (this "Amendment") is entered into as of May 22, 1998, between COFFEE HOLDING CO, INC. ("Borrower"), and NATIONSCREDIT COMMERCIAL CORPORATION, through its NATIONSCREDIT COMMERCIAL...Loan and Security Agreement • January 29th, 2001 • Coffee Holding Co Inc • Blank checks
B-2Third Amendment • August 12th, 2004 • Coffee Holding Co Inc • Beverages • New York
Exhibit B TERM NOTECoffee Holding Co Inc • February 13th, 2003 • Beverages
TERM NOTETerm Note • January 29th, 2001 • Coffee Holding Co Inc • Blank checks
The Borrower further agrees to pay interest at said office, in like money, on the unpaid principal amount owing hereunder from time to time from the date hereof on the dates and at the rate specified in paragraph 3 (b) of Schedule A to the Loan and Security Agreement dated as of November 21, 1997 (as amended from time to time, the "Loan Agreement") between the Borrower and the Lender, as assignee of Banc of America Commercial Finance Corporation, f/k/a NationsCredit Commercial Corporation. All capitalized terms used herein shall have the meanings ascribed to them in the Loan Agreement, unless otherwise defined herein.
Merrill Lynch Non-Qualified Deferred Compensation Plan Adoption Agreement ----- --------------------------------------------------------------------------- Please complete the information requested in the Adoption Agreement to establish the specific...Coffee Holding Co Inc • June 14th, 2005 • Beverages
COMMON STOCK PURCHASE WARRANT COFFEE HOLDING CO., INC.Coffee Holding Co Inc • September 27th, 2011 • 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. and _______________________________, as Trustee INDENTURE Dated as of ___________, 20__ Providing for the Issuance of Debt SecuritiesCoffee Holding Co Inc • August 19th, 2011 • Beverages • New York
THIS INDENTURE, between Coffee Holding Co., Inc., a Nevada corporation (hereinafter called the “Company”) having its principal office at 3475 Victory Boulevard, Staten Island, New York 10314, and, [ ], a [ ] as trustee (hereinafter called the “Trustee”), is made and entered into as of this [ ] day of [ ], 20[ ].
NationsCredit Commercial Funding LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (as it may be amended, this "Agreement") is entered into on November 21, 1997, between NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS NATIONSCREDIT...Loan and Security Agreement • December 24th, 1997 • Transpacific International Group Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2022 • Coffee Holding Co Inc • Miscellaneous food preparations & kindred products • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [ ], 2022, is made and entered into by and among Delta Corp Holdings Limited, a Cayman Islands exempted company (the “Company”), the equityholders of Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), listed on Schedule I hereto (such persons, the “Initial Holders”), and certain equityholders of Coffee Holding Co., Inc., a Nevada corporation (“CHC”), set forth on Schedule II hereto (such equityholders, the “CHC Holders” and, collectively with the Initial Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
RE: 4425A 1st Ave Brooklyn, N.Y. Dear Mr. Gordon, Please take this letter as part of the Lease dated October 1st, 1997 for the above listed address. Please note this letter is a Rider of the Lease. Rider as follows: On the first day dated October 1st,...Coffee Holding Co Inc • October 27th, 2000 • Blank checks
On the first day dated October 1st, to the date of termination of the lease, we relieve all responsibilities to the Tenant for the balance of the years except the first twelve months. This Lease holds the Tenant responsible to remain in building for the first twelve months and shall require Tenant to give sixty (60) days notice prior to the completion of the twelfth month.
RECITALSTrademark License Agreement • August 12th, 2004 • Coffee Holding Co Inc • Beverages • California
L E A S EMemorandum of Lease Agreement • August 12th, 2004 • Coffee Holding Co Inc • Beverages • Colorado
COFFEE HOLDING CO., INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 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:
SECOND AMENDMENT TO LEASECoffee Holding Co Inc • January 29th, 2019 • Wholesale-groceries & related products
WHEREAS, One Clark Street North Andover, LLC, a Massachusetts limited liability company (“Landlord”) and Comfort Foods, Inc., a Massachusetts corporation (“Tenant”) are parties to that certain lease dated December 6, 2000, as amended by that certain First Amendment to Lease dated April 30, 2010 (hereinafter called the “Lease”), which Lease relates to 49,018 square feet of space in the building at 25 Commerce Way, Unit 5, North Andover, Massachusetts (the “Premises”);
EIGHTH LOAN MODIFICATION AGREEMENTEighth Loan Modification Agreement • February 9th, 2024 • Coffee Holding Co Inc • Miscellaneous food preparations & kindred products • New York
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into at New York, New York, as of April 25, 2017, by and among COFFEE HOLDING CO., INC. (“Coffee Holding”), a Nevada corporation, and ORGANIC PRODUCTS TRADING COMPANY LLC (“Organic Products”), a Delaware limited liability company, each with its principal and executive offices located at 3475 Victory Boulevard, Staten Island, New York 10314 (collectively and individually, and jointly and severally, “Borrower(s)” or “Loan Party(ies)” or “Entity Loan Party(ies)”) and STERLING NATIONAL BANK,WEBSTER BANK, NATIONAL ASSOCIATION, successor by merger to Sterling National Bank, a national banking association, with an address of 400 Rella Boulevard, Montebello, New York 10901-4256, and with another office located at 500 Seventh360 Lexington Avenue, 5th Floor, New York, New York 1001810017 (the “Bank” or “Lender”);
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 23rd, 2009 • Coffee Holding Co Inc • Beverages • New York
THIS LOAN AND SECURITY AGREEMENT made as of February 17, 2009, by and between STERLING NATIONAL BANK, a national banking association, having an office located at 500 Seventh Avenue, New York, New York 10018 (hereinafter referred to as the "Bank" or "Secured Party"), and COFFEE HOLDING CO., INC., a Nevada corporation, with its principal and executive offices located at 4401 First Avenue, Suite 1507, Brooklyn, New York 11232 (hereinafter referred to as the "Borrower" or "Debtor");
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2010 • Coffee Holding Co Inc • Beverages • New York
This Employment Agreement (“Agreement”) is made and entered into this 14th day of May, 2010 (the “Effective Date”), by and between Garth William Smith (the “Executive”) and Organic Products Trading Company LLC.
NINTH LOAN MODIFICATION AGREEMENT AND WAIVERNinth Loan Modification Agreement and Waiver • February 9th, 2024 • Coffee Holding Co Inc • Miscellaneous food preparations & kindred products • New York
THIS NINTH LOAN MODIFICATION AGREEMENT AND WAIVER (this “Modification”) dated as of March 15, 2023, is by and among ORGANIC PRODUCTS TRADING COMPANY LLC, a Delaware limited liability company and COFFEE HOLDING CO., INC., a Nevada corporation (collectively, the “Borrowers”), the Guarantors identified on the signatures pages hereto and WEBSTER BANK, NATIONAL ASSOCIATION, successor by merger to Sterling National Bank (the “Bank” or the “Lender”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTAmended And • April 16th, 2008 • Coffee Holding Co Inc • Beverages • New York
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into this 11th day of April, 2008 (the “Effective Date”) by and between David Gordon (the “Executive”) and Coffee Holding Co., Inc., a Nevada corporation (the “Company”).
GUARANTY AGREEMENTGuaranty Agreement • April 28th, 2017 • Coffee Holding Co Inc • Wholesale-groceries & related products • New York
This Guaranty Agreement (as may be amended, restated, or otherwise modified from time to time, “Guaranty Agreement”), is executed and delivered on April 25, 2017, by each of the guarantors identified on the signature pages hereto (each, together with its successors and permitted assigns, a “Guarantor” and collectively the “Guarantors”) in favor of STERLING NATIONAL BANK, a national banking association (in such capacity, together with its successors and assigns, the “Lender”).
AGREEMENT FOR PURCHASE AND SALE OF ASSETSAgreement for Purchase and Sale of Assets • June 11th, 2010 • Coffee Holding Co Inc • Beverages • New York
RECITALSTrademark License Agreement • August 26th, 2004 • Coffee Holding Co Inc • Beverages • California
FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 2nd, 2013 • Coffee Holding Co Inc • Beverages
THIS FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENT is made and entered into as of January 4, 2013 between Del MONTE CORPORATION (“LICENSOR”), and COFFEE HOLDING CO., INC., (“LICENSEE”), and is intended to modify that certain Trademark License Agreement effective February 4, 2004 between LICENSOR and LICENSEE (the “Agreement”). All capitalized and defined terms in the Agreement shall apply to this Amendment.
MERGER AND SHARE EXCHANGE AGREEMENT by and among Delta Corp Holdings LIMITED, as Delta, DELTA CORP HOLDINGS LIMITED, as Pubco, CHC MERGER SUB INC., as Merger Sub, COFFEE HOLDING CO., INC., as CHC, and THE SHAREHOLDERS OF DELTA NAMED HEREIN, as the...Merger and Share Exchange Agreement • September 30th, 2022 • Coffee Holding Co Inc • Miscellaneous food preparations & kindred products • New York
This MERGER AND SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2022, by and among (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, “Delta”), (ii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) CHC Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) Coffee Holding Co., Inc., a Nevada corporation (“CHC”), and (v) each of the holders of outstanding capital stock of Delta named on Annex I hereto (collectively, the “Sellers”). Delta, Pubco, Merger Sub, CHC, and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Article XIII hereof.
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • September 14th, 2010 • Coffee Holding Co Inc • Beverages • New York
THIS LOAN MODIFICATION AGREEMENT, made as of July 22, 2010, by and between STERLING NATIONAL BANK, a national banking association, having an office located at 500 Seventh Avenue, New York, New York 10018 (hereinafter referred to as the “Bank” or “Secured Party”), and COFFEE HOLDING CO., INC. (“Coffee Holding”), a Nevada corporation, with its principal and executive offices located at 3475 Victory Boulevard, Staten Island, New York 10314 and ORGANIC PRODUCTS TRADING COMPANY LLC (“Organic Products”), a Delaware limited liability company, with its principal and executive offices located at 3475 Victory Boulevard, Staten Island, New York 10314, as co-borrowers (hereinafter collectively referred to as the “Borrower” or “Debtor”);
Exhibit 10.10 [Coffee Holding Co. Letterhead] November 7, 2002 Supervalu 11095 Viking Drive Attn: Mr. Marc Nosal/Craig Espelien Gentlemen: Coffee Holding Co. is pleased to outline to you the following terms and conditions agreed upon this day for the...Coffee Holding Co Inc • February 13th, 2003 • Beverages
Coffee Holding Co. is pleased to outline to you the following terms and conditions agreed upon this day for the extension no four contracted business relationship whereas Coffee Holding Co., Inc. is the exclusive* supplier to Supervalu for all their private label coffee. This commitment covers private label coffee for Supervalu for all regions on both ground and instant in all labels, packs and sizes.
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • January 24th, 2014 • Coffee Holding Co Inc • Beverages • New York
THIS LOAN MODIFICATION AGREEMENT, made as of May 10, 2013, by and between STERLING NATIONAL BANK, a national banking association, having an office located at 500 Seventh Avenue, New York, New York 10018 (hereinafter referred to as the "Bank" or "Secured Party"), and COFFEE HOLDING CO., INC. ("Coffee Holding"), a Nevada corporation, with its principal and executive offices located at 3475 Victory Boulevard, Staten Island, New York 10314 and ORGANIC PRODUCTS TRADING COMPANY LLC ("Organic Products"), a Delaware limited liability company, with its principal and executive offices located at 3475 Victory Boulevard, Staten Island, New York 10314, as co-borrowers (hereinafter collectively referred to as the "Borrower" or "Debtor");
