Jammin Java Corp. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 21st, 2016 • Jammin Java Corp. • Miscellaneous food preparations & kindred products • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 15, 2016, by and between JAMMIN JAVA CORP., a Nevada corporation, with headquarters located at 730 Tejon St., Denver, Colorado 80211 (the “Company”), and VIS VIRES GROUP, INC., a New York corporation, with its address at 111 Great Neck Road – Suite 216, Great Neck, NY 11021 (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 2nd, 2012 • Jammin Java Corp. • Beverages • Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of July 31, 2012 (the “Execution Date”), is entered into by and between Jammin Java Corp., a Nevada corporation with its principal executive office at 8200 Wilshire Blvd., Suite 200 Beverly Hills, CA 90211 (the “Company”), and Fairhills Capital Offshore Ltd, a Cayman Islands exempted company, with its principal office at 245 Main Street, Suite 302, White Plains, NY 10601 (the “Investor”).

INVESTMENT AGREEMENT
Investment Agreement • August 2nd, 2012 • Jammin Java Corp. • Beverages • Delaware

This INVESTMENT AGREEMENT (the “Agreement”), dated as of July 31, 2012 (the “Execution Date”), is entered into by and between Jammin Java Corp., a Nevada corporation with its principal executive office at 8200 Wilshire Blvd., Suite 200 Beverly Hills, CA 90211 (the “Company”), and Fairhills Capital Offshore Ltd., a Cayman Islands exempted company (the “Investor”), with its principal executive officers at 245 Main Street, Suite 302, White Plains, NY 10601.

SECURITY AGREEMENT
Security Agreement • August 2nd, 2012 • Jammin Java Corp. • Beverages

This SECURITY AGREEMENT (the “Security Agreement”) dated effective as of June 29, 2012, is executed by Jammin Java Corp., a Nevada corporation (as “Debtor”), with its chief executive offices located at 8200 Wilshire Blvd., Suite 200, Beverly Hills, CA 90211, and TCA Global Credit Master Fund, LP (the “Secured Party”).

CREDIT AGREEMENT
Credit Agreement • August 2nd, 2012 • Jammin Java Corp. • Beverages • Nevada

This CREDIT AGREEMENT (this “Agreement”), dated as of June 29, 2012 (the “Effective Date”), is executed by and between JAMMIN JAVA CORP., a Nevada corporation (sometimes hereinafter referred to as the “Borrower”), and TCA GLOBAL CREDIT MASTER FUND, LP (“Lender”).

JAMMIN JAVA CORP.
Stock Option Agreement • August 29th, 2014 • Jammin Java Corp. • Beverages • Colorado

Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Jammin Java Corp. 2012 Amended and Restated Equity Incentive Plan (the “Plan”).

Security Agreement
Security Agreement • September 21st, 2015 • Jammin Java Corp. • Miscellaneous food preparations & kindred products • Utah

This Security Agreement (this “Agreement”), dated as of September 14, 2015, is executed by Jammin Java Corp., a Nevada corporation (“Debtor”), in favor of Typenex Co-Investment, LLC, a Utah limited liability company (“Secured Party”).

Contract
Jammin Java Corp. • May 16th, 2014 • Beverages • California

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 STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

FARM LEASE
Farm Lease • April 28th, 2010 • Jammin Java Corp. • Agricultural production-crops

THIS LEASE is made the___ of ______________, 2008 between ROHAN MARLEY of 1240 Vista Lane, Miami, Florida 33156, United States of America (hereinafter called “the Landlord”) of the ONE PART, and MARLEY COFFEE, INC., a corporation incorporated under the laws of the state of Nevada, of 357 South Fairfax Ave Suite 321, Los Angeles, California 90036, United States of America (hereinafter called “the Tenant”) of the OTHER PART.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 12th, 2013 • Jammin Java Corp. • Beverages • Colorado

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into this 10th day of September 2013 (the “Execution Date”), to be effective as of the 1st day of August, 2013 (the “Effective Date”) by and between Anh Tran (the “Executive”) and Jammin Java Corp., a corporation organized and existing under the laws of the State of Nevada, with its principal office located at 4730 Tejon St., Denver, Colorado 80211 (the “Company”). The Agreement, amends, restates and supersedes in its entirety that certain Employment Agreement entered into as of August 5, 2011, by and between the Company and Executive.

Contract
Private Placement Subscription Agreement • April 28th, 2010 • Jammin Java Corp. • Agricultural production-crops • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (“SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 2nd, 2012 • Jammin Java Corp. • Beverages • New York

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 31st day of July, 2012 by and between Jammin Java Corp., a Nevada corporation (the “Company”) and Fairhills Capital Offshore Ltd., a Cayman Islands exempted company (the “Purchaser”).

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 3rd, 2015 • Jammin Java Corp. • Miscellaneous food preparations & kindred products

This First Amendment to Amended and Restated Employment Agreement (this “Agreement”) is entered into and dated June 30, 2015 (the “Effective Date”), by and among Jammin Java Corp., a Nevada corporation (the “Company”) and Brent Toevs, an individual (“Executive”), each a “Party” and collectively the “Parties.”

SUBSCRIPTION AGREEMENT IN JAMMIN JAVA CORP.
Subscription Agreement • May 16th, 2014 • Jammin Java Corp. • Beverages • California
AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • May 30th, 2014 • Jammin Java Corp. • Beverages • Ontario

MOTHER PARKER'S TEA & COFFEE INC., a corporation organized and existing under the laws of the Province of Ontario, Canada and its Affiliates (hereinafter referred to as "MP")

Contract
Jammin Java Corp. • September 21st, 2015 • Miscellaneous food preparations & kindred products • Texas

NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (i) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (ii) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.

Membership Interest Pledge Agreement
Membership Interest Pledge Agreement • September 21st, 2015 • Jammin Java Corp. • Miscellaneous food preparations & kindred products • Utah

This MEMBERSHIP INTEREST PLEDGE AGREEMENT (this “Agreement”) is entered into as of September 14, 2015 (the “Effective Date”) by and between Jammin Java Corp., a Nevada corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company (the “Pledgor”).

Securities Purchase Agreement
Securities Purchase Agreement • September 21st, 2015 • Jammin Java Corp. • Miscellaneous food preparations & kindred products • Utah

This Securities Purchase Agreement (this “Agreement”), dated as of September 14, 2015, is entered into by and between Jammin Java Corp., a Nevada corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

SECURITY AGREEMENT
Security Agreement • July 7th, 2016 • Jammin Java Corp. • Miscellaneous food preparations & kindred products • California

THIS SECURITY AGREEMENT (this “Agreement”), dated as of June 27, 2016, is made between Jammin Java Corp., a Nevada corporation dba Marley Coffee (“Grantor”) and Fifty-Six Hope Road Music Limited, a company organized under the laws of the Bahamas (“Secured Party”), with reference to the following facts:

SHARE ISSUANCE AGREEMENT
Share Issuance Agreement • January 5th, 2011 • Jammin Java Corp. • Agricultural production-crops
REVOLVING LINE OF CREDIT AGREEMENT
Revolving Line of Credit Agreement • June 15th, 2015 • Jammin Java Corp. • Miscellaneous food preparations & kindred products • Colorado

This Revolving Line of Credit Agreement (the “Agreement”) is entered into and is effective as of February 16, 2015, by and between Colorado Medical Finance Services, LLC (dba Gold Cross Capital LLC) a Colorado limited liability company, located at 127 Kings Road, Palm Beach, FL 33480 (the “Lender”) and Jammin Java Corp. (dba Marley Coffee), a Nevada company, located at 730 Tejon Street, Denver, CO 80211 (the “Borrower”).

CONSULTING AGREEMENT
Consulting Agreement • August 10th, 2011 • Jammin Java Corp. • Beverages • California

This Consulting Agreement (the “Agreement”) is made and entered into this 6TH day of August, 2011 and is effective as of the 1st day of August, 2011 (the “Effective Date”) by and between Shane Whittle (the “Contractor”) and Jammin Java Corp., a corporation organized and existing under the laws of the State of Nevada, with its principal office located at 8200 Wilshire Blvd, Suite 200, Beverly Hills, CA 90210 (the “Company”).

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FIRST AMENDMENT TO SUPPLY AND TOLL AGREEMENT
Supply and Toll Agreement • May 17th, 2011 • Jammin Java Corp. • Agricultural production-crops

THIS FIRST AMENDMENT TO SUPPLY AND TOLL AGREEMENT (“Amendment”) is made and entered into as of this 12th day of May, 2011 by and between:

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • May 17th, 2011 • Jammin Java Corp. • Agricultural production-crops • California

THIS TRADEMARK LICENSE AGREEMENT ("Agreement"), having effect as and from March 31, 2010 (the "Effective Date") is made by and between Marley Coffee, LLC, a Delaware limited liability company ("MCL"), and Jammin Java Corp., a Nevada corporation ("Jammin") (collectively hereinafter the "Parties" and each a "Party") with reference to the following facts:

Jammin Java Corp. 8-K
Letter Agreement • March 24th, 2016 • Jammin Java Corp. • Miscellaneous food preparations & kindred products • Texas

This Letter Agreement is entered into by and between JSJ Investments, Inc. (the “Holder”) and Jammin Java Corp. (the “Company”) as of the date set forth above and shall serve to amend certain portions of that Convertible Note in the principal amount of $275,000 dated as of September 9, 2015 (the “Note”) issued to the Holder by the Company as set forth herein. Defined terms not otherwise set forth herein shall have the meanings assigned to them in the Note.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 11th, 2013 • Jammin Java Corp. • Beverages • Colorado

THIS Asset Purchase Agreement (this “Agreement”) dated this day of, December 4, 2013 (“Effective Date”), is made by and between BikeCaffe Franchising Inc, of Boulder, Colorado, 80308 hereinafter the "Seller" and Jammin Java Corporation, of Denver, Colorado, 80211 hereinafter the "Buyer".

SUBSCRIPTION AGREEMENT IN JAMMIN JAVA CORP.
Subscription Agreement • April 30th, 2014 • Jammin Java Corp. • Beverages • Nevada
Roasting and Distribution Agreement
Roasting and Distribution Agreement • May 14th, 2012 • Jammin Java Corp. • Beverages • British Columbia

This Roasting and Distribution Agreement (“Agreement”), having effect as and from 1st day of January, 2012 (the “Effective Date”) is made by and between:

EXCLUSIVE SALES AND MARKETING AGREEMENT By and Between National Coffee Service & Vending And [Jammin Java Corp] April 25, 2011
Exclusive Sales and Marketing Agreement • May 17th, 2011 • Jammin Java Corp. • Agricultural production-crops • California

This Exclusive Sales and Marketing Agreement (this “Agreement”) is entered into this 25th day of April, 2011 by and between National Coffee and Service Vending (hereinafter “NCSV”), a FL LLC with its registered address at 2620 Carter Lane Lake Worth, FL 33460, and Jammin Java Corp. (hereinafter “JJ”), a Nevada Corporation, with its registered address 8200 Wilshire Blvd, #200, Beverly Hills, CA 91211. NCSV and JJ are sometimes collectively referred to herein as the “Parties” or individually as a “Party”.

Contract
Amendment to Trademark License Agreement • August 10th, 2011 • Jammin Java Corp. • Beverages

This Amendment to Trademark License Agreement (the “Amendment”), dated August 5, 2011 and effective as of such date (the “Effective Date”), is by and between Marley Coffee, LLC, a limited liability company formed under the laws of the State of Delaware (“MCL”) and Jammin Java Corp., a corporation formed under the laws of the State of Nevada (“Jammin”), each referred to herein as a “Party” and collectively the “Parties.” Capitalized terms used herein shall have the meaning ascribed to such terms in the Trademark License Agreement, a copy of which is attached hereto as Exhibit A (the “License Agreement”), unless otherwise stated herein or the context requires otherwise;

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 3rd, 2005 • Global Electronic Recovery Corp.

Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ________________ shares of Common Stock of Global Electronic Recovery Corp. (the "Company") at a price of $0.10 per Share (the "Subscription Price") Purchaser hereby confirms the subscription for and purchase of said number of Shares and hereby agrees to pay herewith the Subscription Price for such Shares.

SUPPLY AND TOLL AGREEMENT
Supply and Toll Agreement • May 17th, 2011 • Jammin Java Corp. • Agricultural production-crops

CANTERBURY COFFEE CORPORATION, a corporation incorporated under the laws of British Columbia, having its principal office at 13840 Mayfield Place, Richmond, British Columbia, V6V2E4

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