Tullys Coffee Corp Sample Contracts

Tc Global, Inc. – ASSET PURCHASE AGREEMENT (August 15th, 2013)

This Asset Purchase Agreement (“Agreement”) is entered into as of this 3rd day of January, 2013 by and between Global Baristas, LLC, a Washington limited liability company (“Buyer”), on the one hand, and TC Global, Inc., a Washington corporation (“Seller”), on the other hand.

TC Global, Inc. – EMPLOYMENT AGREEMENT (July 6th, 2011)

This Employment Agreement (the “Agreement”) is dated effective as of March 29, 2011 by and between TC Global, Inc., a Washington corporation (“TCG”), and Scott M. Pearson, a resident of the state of Washington (“Pearson”). TCG and Pearson are collectively referred to herein as the “Parties.”

TC Global, Inc. – AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS OF TC GLOBAL, INC. (July 8th, 2010)
TC Global, Inc. – SUPPLY AGREEMENT (June 29th, 2009)

THIS SUPPLY AGREEMENT (this “Agreement”) dated as of March 27, 2009, (the “Effective Date”) by and among Green Mountain Coffee Roasters, Inc., a Delaware corporation, with its head office located at 33 Coffee Lane, Waterbury, Vermont 05676-1529 (“GMCR”) and TC Global, Inc., f/k/a Tully’s Coffee Corporation, a Washington corporation with its head offices located at 3100 Airport Way South, Seattle, Washington 98134 ( “Tully’s”). Capitalized terms used in this Agreement without separate definition are defined or otherwise referenced in Section XII(l).

TC Global, Inc. – AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (June 29th, 2009)

This Amendment No. 1 (the “Amendment”), dated as of November 12, 2008 amends that certain Asset Purchase Agreement dated as of September 15, 2008 (the “Agreement”) by and among Green Mountain Coffee Roasters, Inc., a Delaware corporation (the “Buyer”), Tully’s Coffee Corporation, a Washington corporation (the “Seller Parent”) and Tully’s Bellaccino, LLC, a Washington limited liability company (the “Seller Subsidiary” and together with the Seller Parent, “Seller”). Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Agreement.

TC Global, Inc. – NONCOMPETITION AGREEMENT (June 29th, 2009)

This NONCOMPETITION AGREEMENT (the “Agreement”) is entered into as of March 27, 2009 between Tully’s Coffee Corporation, a Washington corporation (the “Seller”), and Green Mountain Coffee Roasters, Inc., a Delaware corporation (the “Buyer”), each of the foregoing individually a “Party” and collectively the “Parties”).

TC Global, Inc. – LICENSE AGREEMENT (June 29th, 2009)

[***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC.

TC Global, Inc. – NONCOMPETITION AGREEMENT (June 29th, 2009)

This NONCOMPETITION AGREEMENT (the “Agreement”) is entered into as of March 27, 2009 between Tom T. O’Keefe (“O’Keefe”), and Green Mountain Coffee Roasters, Inc., a Delaware corporation (the “Buyer”), each of the foregoing individually a “Party” and collectively the “Parties”).

TC Global, Inc. – AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (June 29th, 2009)

This Amendment No. 2 (the “Amendment”), dated as of February 6, 2009 amends that certain Asset Purchase Agreement dated as of September 15, 2008, as amended by Amendment No. 1 thereto dated as of November 12, 2008 (the “Agreement”) by and among Green Mountain Coffee Roasters, Inc., a Delaware corporation (the “Buyer”), Tully’s Coffee Corporation, a Washington corporation (the “Seller Parent”) and Tully’s Bellaccino, LLC, a Washington limited liability company (the “Seller Subsidiary” and together with the Seller Parent, “Seller”). Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Agreement.

Tullys Coffee Corp – ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TULLY’S COFFEE CORPORATION (March 27th, 2009)

These Articles of Amendment to the Amended and Restated Articles of Incorporation of Tully’s Coffee Corporation, a Washington corporation (the “Corporation”), are herein executed by said corporation, pursuant to the provisions of RCW 23B.01.200, RCW 23B.10.020, and RCW 23B.10.060, as follows:

Tullys Coffee Corp – AMENDMENT NO. 2 TO THAT CONVERTIBLE PROMISSORY NOTE ISSUED BY TULLY’S COFFEE ASIA PACIFIC PARTNERS, LP TO ASIA FOOD CULTURE MANAGEMENT PTE LTD (March 20th, 2009)

This is Amendment No. 2 to that Convertible Promissory Note issued to Asia Food Culture Management Pte Ltd by Tully’s Coffee Asia Pacific Partners, LP and dated December 30, 2008, as subsequently amended by Amendment No. 1 dated March 6, 2009 (the “Note”). Capitalized terms used herein not expressly defined shall have those meanings ascribed to them in the Note.

Tullys Coffee Corp – AMENDMENT NO. 1 TO THAT CONVERTIBLE PROMISSORY NOTE ISSUED BY TULLY’S COFFEE ASIA PACIFIC PARTNERS, LP TO ASIA FOOD CULTURE MANAGEMENT PTE LTD (March 11th, 2009)

This is Amendment No. 1 to that Convertible Promissory Note issued to Asian Food Culture Management Pte Ltd by Tully’s Coffee Asia Pacific Partners, LP and dated December 30, 2008 (the “Note”). Capitalized terms used herein not expressly defined shall have those meanings ascribed to them in the Note.

Tullys Coffee Corp – Contract (January 7th, 2009)

THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS COVERING THE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Tullys Coffee Corp – TULLY’S COFFEE ASIA PACIFIC, INC. PROMISSORY NOTE (January 7th, 2009)

FOR VALUE RECEIVED, the undersigned, TULLY’S COFFEE ASIA PACIFIC, INC. (the “Company”), promises to pay to the order of TULLY’S COFFEE ASIA PACIFIC PARTNERS, LP, a Washington limited partnership (the “Partnership”), the principal amount of $1,120,000 – ONE MILLION ONE-HUNDRED TWENTY THOUSAND US DOLLARS- plus simple interest at a rate equal to fifteen percent (15%) per annum payable upon the Maturity Date. Interest shall be calculated on the basis of actual number of days elapsed over a year of 365 days. Notwithstanding any other provision of this note (the “Note”), the Partnership does not intend to charge and the Company shall not be required to pay any interest or other fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the Company or credited to reduce principal hereunder. All payments received by the Partnership hereunder will be applied first to costs of collection, if any, then to interest and the bala

Tullys Coffee Corp – AMENDMENT # 4 TO CONTRACT OF SALE & SECURITY AGREEMENT between Northrim Funding Services, a Division of Northrim Bank & Tully’s Coffee Corporation DATED: August 1, 2008 (December 24th, 2008)
Tullys Coffee Corp – AMENDMENT # 1 (October 23rd, 2008)

TO CONTRACT OF SALE & SECURITY AGREEMENT between Northrim Funding Services, a Division of Northrim Bank & Tully’s Coffee Corporation

Tullys Coffee Corp – August 11, 2005 {Optionee Name} {Optionee Address} {Optionee City, State and Zip} Re: Stock Option Grant Dear {Name} (September 18th, 2008)

A few weeks ago we gave you some good news- on May 16, 2005 the Board of Directors approved a grant of stock options to you under the Tully’s Coffee Corporation 2004 Stock Option Plan (the “Plan”). As you may recall, we advised you that we would be sending you the actual stock option agreement and some related documents at a later time. I am pleased that we are now doing so with this letter.

Tullys Coffee Corp – TULLY’S COFFEE CORPORATION SECURED PROMISSORY NOTE DUE OCTOBER 23, 2007 (September 18th, 2008)

FOR VALUE RECEIVED, Tully’s Coffee Corporation, a Washington corporation with its principal office at 3100 Airport Way South, Seattle, Washington (the “Company”), hereby unconditionally promises to pay to the order of Benaroya Capital Company, L.L.C., a Washington limited liability company (the “Payee”) with its principal office at 1100 Olive Way, Suite 1700, Seattle, WA 98101, or registered assigns at such office as the holder hereof may designate, in lawful money of the United States, the principal sum of $4,000,000 (the “Note Amount”), together with interest thereon as provided for below.

Tullys Coffee Corp – TULLY’S COFFEE CORPORATION STOCK PURCHASE WARRANT (September 18th, 2008)

This Warrant is issued to Benaroya Capital Company, L.L.C. (“Holder”) by Tully’s Coffee Corporation, a Washington corporation (the “Company”), for good and valuable consideration, in connection with Holder’s loan to the Company in the amount of $4,000,000 pursuant to the terms of that certain Secured Promissory Note (the “Note”) of even date herewith. The number and class of shares of the Company’s capital stock for which this Warrant is to be exercisable, and the exercise price, is as set forth herein.

Tullys Coffee Corp – TULLY’S COFFEE CORPORATION STOCK PURCHASE WARRANT (September 18th, 2008)

This Warrant is issued to Benaroya Capital Company, L.L.C. (“Holder”) by Tully’s Coffee Corporation, a Washington corporation (the “Company”), for good and valuable consideration, in connection with Holder’s loan to the Company in the amount of $4,000,000 pursuant to the terms of that certain Secured Promissory Note (the “Note”) of even date herewith. The number and class of shares of the Company’s capital stock for which this Warrant is to be exercisable, and the exercise price, is as set forth herein.

Tullys Coffee Corp – THIRD LEASE AMENDMENT Between KENT CENTRAL, LLC and TULLY’S COFFEE CORPORATION. (September 18th, 2008)

This Third Lease Amendment dated the 7th day of November, 2000 is attached to and made part of that certain Lease dated August 16, 1999, as amended by that certain First Lease Amendment dated December 17, 1999 and as further amended by that certain Second Lease Amendment dated June 6, 2000 (hereinafter collectively referred to as the “Lease”) by and between Kent Central, LLC., a Washington limited liability company, hereinafter called Lessor (“Lessor”), and Tully’s Coffee Corporation., a Washington corporation, hereinafter called the Lessee (“Lessee”), covering the Premises located at 3100 Airport Way South, in Seattle, Washington (the “Premises”). The Premises are more particularly described in the Lease as amended.

Tullys Coffee Corp – TULLY’S COFFEE CORPORATION REGISTRATION RIGHTS AGREEMENT (September 18th, 2008)

This Registration Rights Agreement (this “Agreement) is made and entered into as of this 14 th day of December, 2000, by and between Tully’s Coffee Corporation, a Washington corporation (the “Company”), the persons listed on the attached Schedule 1 (the “Subscribers”).

Tullys Coffee Corp – Name: Ron Gai (“Employee”) Position: Vice President, Wholesale Division Reports To: President, Chief Executive Officer Responsibilities: Responsibilities include all aspects of Wholesale channel distribution (grocery, food service, office coffee services, mass feeders and direct accounts) for Tully’s Coffee Corporation (“Company”) within the U.S. market, including strategy/business development, customer relations, distributorship relations, employee staffing and financial performance against planned targets. Member of Executive Leadership Team. This Summary of Employment supersedes in its enti (September 18th, 2008)

In the past you have had additional variable compensation opportunities based on Tully’s achievement of certain performance goals. As of the beginning of Fiscal 2006, those prior variable compensation opportunities have concluded and will no longer be a part of your total compensation. However, for Fiscal 2006 you are eligible to participate in the “Drive for 285” bonus program. The “Drive for 285” program is intended for Fiscal 2006 only. Bonus opportunities beyond Fiscal 2006, if any, have not yet been defined, and your participation in the Fiscal 2006 program does not guarantee participation in future years.

Tullys Coffee Corp – August 11, 2005 {Optionee Name} {Optionee Address} {Optionee City, State and Zip} Re: Stock Option Grant Dear {Name} (September 18th, 2008)

A few weeks ago we gave you some good news- on May 16, 2005 the Board of Directors approved a grant of stock options to you under the Tully’s Coffee Corporation 2004 Stock Option Plan (the “Plan”). As you may recall, we advised you that we would be sending you the actual stock option agreement and some related documents at a later time. I am pleased that we are now doing so with this letter.

Tullys Coffee Corp – TULLY’S COFFEE EXCLUSIVE LICENSE AGREEMENT (September 18th, 2008)

THIS AGREEMENT, effective as of the 11th day of April, 2001, is entered into between TULLY’S COFFEE CORPORATION, a Washington corporation, doing business at 3100 Airport Way South, Seattle, Washington 98134 U.S.A. (“Licensor”), and UCC UESHIMA COFFEE COMPANY, Ltd., a company organized under the laws of Japan (“Licensee”).

Tullys Coffee Corp – STOCK OPTION AGREEMENT FOR PURCHASE OF STOCK TULLY’S COFFEE CORPORATION (the “Company”) (September 18th, 2008)

I am pleased to inform you that I am granting to you (the “Optionee”) an option to purchase stock of the Company (which term includes any subsidiary of the Company) pursuant to this Stock Option Agreement. This Stock Option Agreement is a contract between you and me, but for income tax purposes it will be treated as though it is a nonqualified option granted to you by the Company, Consequently, you may be subject to certain adverse tax ramifications on which you should seek the advice of tax counsel. This Stock Option Agreement warrants to you certain defined rights, at certain times, and under certain conditions, to purchase shares of the Company’s common stock, which I own, and in exchange you accept certain obligations and responsibilities, as described below,

Tullys Coffee Corp – FIFTH LEASE AMENDMENT Between: KENT CENTRAL, L.L.C. and: TULLY’S COFFEE CORPORATION (September 18th, 2008)

This Fifth Lease Amendment (this “Amendment”) is dated November 1, 2002, and is attached to and made a part of that certain Lease dated August 16, 1999, as amended by that certain First Lease Amendment dated December 17, 1999, that certain Second Lease Amendment dated June 6, 2000, that certain Third Lease Amendment dated November 7, 2000, and that certain Fourth Lease Amendment dated February 21, 2001 (collectively called the “Lease”) by and between Kent Central, L.L.C., a Washington limited liability company (“Lessor”) and Tully’s Coffee Corporation, a Washington corporation (“Lessee”) covering premises located at 3100 Airport Way South, in Seattle, Washington (the “Premises”). The Premises are more particularly described in the Lease.

Tullys Coffee Corp – Contract (September 18th, 2008)

NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO SEC RULE 144 OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND THE SECURITIES LAWS OF THE APPLICABLE STATES COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND THE SECURITIES LAWS OF THE STATES.

Tullys Coffee Corp – FIRST LEASE AMENDMENT Between KENT CENTRAL, LLC and TULLY’S COFFEE CORPORATION. (September 18th, 2008)

This First Lease Amendment dated the 17th day of December, 1999 is attached to and made part of that certain Lease dated August 16,1999, (the “Lease”) by and between Kent Central, LLC., a Washington limited liability company, hereinafter called Lessor (“Lessor”), and Tully’s Coffee Corporation., a Washington corporation, hereinafter called the Lessee (“Lessee”), covering the Premises located at 3100 Airport Way South, in Seattle, Washington (the “Premises”). The Premises are more particularly described in the Lease.

Tullys Coffee Corp – SEVENTH AMENDMENT TO LEASE AGREEMENT (September 18th, 2008)

THIS SEVENTH AMENDMENT TO LEASE AGREEMENT is made and entered into as of the 23rd day of July, 2004, between RAINIER COMMONS, LLC, a Washington limited liability company (“Lessor”), and TULLY’S COFFEE CORPORATION, a Washington corporation (“Lessee”).

Tullys Coffee Corp – AMENDMENT #1 TO NFS CONTRACT OF SALE & SECURITY AGREEMENT Dated: June 22, 2005 (September 18th, 2008)

This amendment is effective and applicable to invoices purchased under the CONTRACT OF SALE & SECURITY AGREEMENT of even date. All other terms, covenants and conditions will remain in effect and unchanged.

Tullys Coffee Corp – FORM OF COMMON STOCK PURCHASE WARRANT (September 18th, 2008)

Tully’s Coffee Corporation, a Washington corporation (the “Company”), hereby grants to , or their registered assigns or transferees (each being referred to herein as a “holder” and collectively as the “holders”) the right to purchase, at any time and from time to time on and after the Vesting Date (as defined below) until the Expiration Date (as defined below), up to             shares of Common Stock of the Company (the “Common Stock”), on the terms and subject to the conditions set forth below

Tullys Coffee Corp – Warrant No. 23, December 14, 2000 COMMON STOCK PURCHASE WARRANT (September 18th, 2008)

Tully’s Coffee Corporation, a Washington corporation (the “Company”), hereby grants to KWM INVESTMENTS LLC, a Washington limited liability company, or its registered assigns or transferees (each being referred to herein as a “holder” and collectively as the “holders”) the right to purchase, at any time and from time to time on and after the date hereof until the Expiration Date (as defined below), up to 240,000 fully paid and non-assessable shares of Common Stock of the Company (the “Common Stock”), on the terms and subject to the conditions set forth below

Tullys Coffee Corp – SECOND LEASE AMENDMENT Between KENT CENTRAL, LLC and TULLY’S COFFEE CORPORATION. (September 18th, 2008)

This Second Lease Amendment dated the 6th day of June, 2000 is attached to and made part of that certain Lease dated August 16,1999, as amended by that certain First Lease Amendment dated December 17, 1999 (hereinafter collectively referred to as the “Lease”) by and between Kent Central, LLC., a Washington limited liability company, hereinafter called Lessor (“Lessor”), and Tully’s Coffee Corporation, a Washington corporation, hereinafter called the Lessee (“Lessee”), covering the Premises located at 3100 Airport Way South, in Seattle, Washington (the “Premises”). The Premises are more particularly described in the Lease as amended.

Tullys Coffee Corp – Name: Kristopher S. Galvin (“Employee”) Position: Vice President, Chief Financial Officer Reports To: President, Chief Executive officer Responsibilities: Responsibilities include all aspects of the financial affairs of the Tully’s Coffee Corporation (“Company”), including the Retail, Wholesale and International business units. Officer of the Company. Member of Executive Leadership Team. Secretary to the Board of Directors. Base Salary: $150,000.00 annually. Employee shall receive an annual performance appraisal and be eligible for salary adjustments. Car Allowance: $600.00/month and subject t (September 18th, 2008)