August 29, 2006 Jamba Juice Company 1700 17th Street San Francisco, CA 94103 Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger dated as of March 10, 2006, as amended, (the "Agreement") by among Services Acquisition...Escrow Agreement • September 1st, 2006 • Services Acquisition Corp. International • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2005 • Services Acquisition Corp. International • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2005, by and among: Services Acquisition Corp. International, a Delaware corporation (the “Company”); and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
November 6, 2006 Ladies and Gentlemen: Reference is hereby made to the Securities Purchase Agreement dated as of March 10, 2006, as amended, ("SPA") among Services Acquisition Corp. International, a Delaware corporation (the "Company"), and the...Securities Purchase Agreement • November 7th, 2006 • Services Acquisition Corp. International • Blank checks
UNDERWRITING AGREEMENT between SERVICES ACQUISITION CORP. INTERNATIONAL and BROADBAND CAPITAL MANAGEMENT LLC Dated: , 2005Underwriting Agreement • June 1st, 2005 • Services Acquisition Corp. International • Blank checks • New York
The undersigned, Services Acquisition Corp. International, a Delaware corporation (“Company”), hereby confirms its agreement with Broadband Capital Management LLC (hereinafter referred to as “you,” “Broadband” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Broadband is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • June 1st, 2005 • Services Acquisition Corp. International • Blank checks • New York
Agreement made as of , 2005 between Services Acquisition Corp. International, a Delaware corporation, with offices at 401 East Las Olas Boulevard, Suite 1140, Fort Lauderdale, Florida 33301 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
EXECUTION VERSIONCredit Agreement • February 12th, 2018 • Jamba, Inc. • Retail-eating & drinking places • New York
This CREDIT AGREEMENT is entered into as of November 3, 2016, among JAMBA JUICE COMPANY, a California corporation (the “Borrower”), JAMBA, INC., a Delaware corporation (“Holdings”), the other Guarantors (defined herein), the Lenders (defined herein), and CADENCE BANK, NATIONAL ASSOCIATION, as Administrative Agent and L/C Issuer.
JAMBA, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 5th, 2016 • Jamba, Inc. • Retail-eating & drinking places • Delaware
Jamba, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the 2013 Equity Incentive Plan of Jamba, Inc. (the “Plan”), as may be amended from time to time, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”), (b) acce
JAMBA, INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • August 5th, 2016 • Jamba, Inc. • Retail-eating & drinking places • Delaware
Jamba, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (the “Units”) and a corresponding Dividend Equivalent Right subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the 2013 Equity Incentive Plan of Jamba, Inc. (the “Plan”), as may be amended from time to time, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares of Stock issuable pursuant to the
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • December 5th, 2006 • Jamba, Inc. • Blank checks • Delaware
This Indemnity Agreement, dated as of , 20 , is made by and between Jamba, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
NON-QUALIFIED STOCK OPTION AGREEMENT JAMBA, INC.Non-Qualified Stock Option Agreement • December 5th, 2006 • Jamba, Inc. • Blank checks • Delaware
This Non-qualified Stock Option Agreement (this “Agreement”) made as of the date set forth in the Notice of Grant of Stock Option to which this Agreement is attached (the “Grant Notice”) is between Jamba, Inc. (the “Company”), a Delaware corporation, and the individual named in the Grant Notice (the “Participant”).
INCENTIVE STOCK OPTION AGREEMENT JAMBA, INC.Incentive Stock Option Agreement • December 5th, 2006 • Jamba, Inc. • Blank checks • Delaware
This Incentive Stock Option Agreement (this “Agreement”) made as of the date set forth in the Notice of Grant of Stock Option to which this Agreement is attached (the “Grant Notice”) is between Jamba, Inc. (the “Company”), a Delaware corporation, and the individual named in the Grant Notice (the “Employee”).
AGREEMENT AND PLAN OF MERGER dated as of August 1, 2018 by and among FOCUS BRANDS INC., JAY MERGER SUB INC. and JAMBA, INC.Agreement and Plan of Merger • August 2nd, 2018 • Jamba, Inc. • Retail-eating & drinking places • Delaware
THIS AGREEMENT AND PLAN OF MERGER dated as of August 1, 2018 (this “Agreement”), by and among Focus Brands Inc., a Delaware corporation (“Parent”), Jay Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Jamba, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
REGISTRATION RIGHTS AGREEMENTRegistration 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.
JAMBA, INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • August 17th, 2011 • Jamba, Inc. • Retail-eating & drinking places • California
Jamba, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award (the “Award”) consisting of Restricted Stock Units (the “Units”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Jamba, Inc. Amended and Restated 2006 Employee, Director and Consultant Stock Plan (the “Plan”), as amended to the Grant Date, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares issuable pursuant to the Award (
August 2, 2006 Ladies and Gentlemen: Reference is hereby made to the Securities Purchase Agreement dated as of March 10, 2006 ("SPA") among Services Acquisition Corp. International, a Delaware corporation (the "Company"), and the purchasers identified...Services Acquisition Corp. International • September 1st, 2006 • Blank checks
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • February 14th, 2005 • Services Acquisition Corp. International • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2008 • Jamba, Inc. • Retail-eating & drinking places • Illinois
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2008, is entered into by and among Jamba, Inc., a Delaware corporation (the “Company”), and the lenders listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
JAMBA, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 5th, 2016 • Jamba, Inc. • Retail-eating & drinking places • Delaware
Jamba, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Jamba, Inc. 2013 Equity Incentive Plan (the “Plan”), as may be amended from time to time, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares of Stock (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the
EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2006 • Jamba, Inc. • Blank checks • California
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of May 10, 2006, by and between Services Acquisition Corp. International (the “Company”) (to be renamed Jamba, Inc. upon consummation of the merger between JJC Acquisition Company and Jamba Juice Company, pursuant to that certain Agreement and Plan of Merger, dated as of March 10, 2006, by and among the Company, JJC Acquisition Company and Jamba Juice Company (the “Merger Agreement”)), and Donald Breen, an individual resident of the State of California (the “Employee”). Capitalized terms used herein but not otherwise defined herein shall have their respective meanings as set forth in the Merger Agreement.
OFFICE LEASE AGREEMENTOffice Lease Agreement • August 5th, 2016 • Jamba, Inc. • Retail-eating & drinking places • Texas
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • April 6th, 2005 • Services Acquisition Corp. International • Blank checks • New York
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 2nd, 2018 • Jamba, Inc. • Retail-eating & drinking places • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of August 1, 2018 (this “Agreement”), is entered into by and among Focus Brands Inc., a Delaware corporation (“Parent”), Jay Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
JAMBA, INC. INDUCEMENT AWARD RESTRICTED STOCK UNIT AGREEMENT (NON-PLAN AWARD)Restricted Stock Unit Agreement • August 5th, 2016 • Jamba, Inc. • Retail-eating & drinking places • Delaware
Jamba, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Unit Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (the “Units”) and a corresponding Dividend Equivalent Right subject to the terms and conditions set forth in the Grant Notice and this Agreement. This Award has not been granted pursuant to the Jamba, Inc. 2013 Equity Incentive Plan of the Company in reliance on NASDAQ Marketplace Rule 5635(c)(4). By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice and this Agreement and a prospectus for this Award prepared in connection with the registration with the Securities and Exchange Commission of the shares of Stock issuable pursuant to the Award (the “Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 6th, 2005 • Services Acquisition Corp. International • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2006 • Services Acquisition Corp. International • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March , 2006, by and among Services Acquisition Corp. International, a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
CREDIT AGREEMENT by and among JAMBA, INC. as Parent, JAMBA JUICE COMPANY as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the Arranger and Administrative Agent Dated as of April 17, 2008Credit Agreement • April 22nd, 2008 • Jamba, Inc. • Retail-eating & drinking places • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of April 17, 2008, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), JAMBA, INC., a Delaware corporation (“Parent”), and JAMBA JUICE COMPANY, a California corporation (“Borrower”).
CREDIT AGREEMENT among JAMBA JUICE COMPANY, as the Borrower, JAMBA, INC., as the Parent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Bank $6,000,000 Revolving Line of Credit February 14, 2012Credit Agreement • March 9th, 2012 • Jamba, Inc. • Retail-eating & drinking places • New York
THIS CREDIT AGREEMENT, dated as of February 14, 2012, is made and entered into by and among JAMBA, INC., a Delaware corporation (the “Parent”), JAMBA JUICE COMPANY, a California corporation and a Wholly Owned Subsidiary of the Parent (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 18th, 2008 • Jamba, Inc. • Retail-eating & drinking places • California
This Executive Employment Agreement (“Agreement”) is made and entered into as of November 17, 2008 by and between Jamba Juice Company (“Company”) and James White (“Executive”).
Form of Severance AgreementForm of Severance Agreement • June 11th, 2007 • Jamba, Inc. • Retail-eating & drinking places • California
This Severance Agreement (the “Agreement”) is made and entered into as of (the “Effective Date”), by and between Jamba Juice Company, a California corporation (the “Company”), and (the “Employee”). Capitalized terms used in this Agreement shall have the meanings set forth in Section 3 below.
CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE RECITALSConfidential Severance Agreement and General Release • May 11th, 2018 • Jamba, Inc. • Retail-eating & drinking places • Texas
This Confidential Severance Agreement and General Release (“Agreement”) is made by and between Rachel Phillips-Luther (“Employee”) and Jamba Juice Company, its subsidiaries, affiliates, successors, and assigns (“Company”) (collectively, the “Parties”):
SERVICES ACQUISITION CORP. INTERNATIONALServices Acquisition Corp. International • April 6th, 2005 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Services Acquisition Corp. International (“SACI”) and continuing until (the “Termination Date”) the earlier of the consummation by SACI of a “Business Combination” or SACI’s liquidation (as described in SACI’s IPO prospectus), SB Management Corp. shall make available to SACI certain office and secretarial services as may be required by SACI from time to time, situated at 401 East Las Olas Boulevard, Suite 1140, Fort Lauderdale, FL 33301. In exchange therefore, SACI shall pay SB Management Corp. the sum of $4,875 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
JAMBA, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS RIGHTS AGENT AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • April 3rd, 2015 • Jamba, Inc. • Retail-eating & drinking places • Delaware
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”) is dated as of April 2, 2015 (the “Effective Date”) and amends that certain Rights Agreement, dated as of October 8, 2008 and amended as of June 16, 2009 (the “Rights Agreement”), by and between Jamba, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”). All capitalized terms used herein, but not defined, shall have the meaning given to such terms in the Rights Agreement.
DISTRIBUTION AGREEMENT Southwest Traders Inc.Distribution Agreement • April 2nd, 2007 • Jamba, Inc. • Retail-eating & drinking places • California
This Distribution Agreement (“Agreement”) is made and entered into as of the 1st day of October 2004, by and between Jamba Juice Company, a California corporation (“JJC”), and Southwest Traders Inc, a California limited liability company (“Distributor”) with respect to the following facts:
FIFTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVERCredit Agreement • March 14th, 2016 • Jamba, Inc. • Retail-eating & drinking places • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER, dated as of December 29, 2015 (this “Amendment”), is by and among JAMBA, INC., a Delaware corporation (the “Parent”), JAMBA JUICE COMPANY, a California corporation (the “Borrower”), the Subsidiary Guarantors party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”).
LOAN AGREEMENTLoan Agreement and Waiver • December 5th, 2006 • Jamba, Inc. • Blank checks • California
This Agreement dated as of October 30, 2003, is between Bank of America, N.A. (the “Bank”) and Jamba Juice Company, a California corporation (the “Borrower”).
