ex10-2.htm


    Exhibit
10.2

     

    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”).

     

    NONE
OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT OR ANY
U.S. STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
"UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT.

     

    SUBSCRIPTION
AGREEMENT

     

    FOR
CANADIAN AND NON US SUBSCRIBERS

    


     

    
      	
              TO:

            	
              Marley
      Coffee Inc. (the “Company”)

            


    

     

    
      	
               
      

            	
              357
      South Fairfax Avenue.,  Suite 321, Los Angeles CA
      90036

            


    

     

    
      
        	
                Purchase of
      Shares

              


      

    

     

    
      	
              1.

            	
              Subscription

            


    

     

    1.1 
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, (the “Subscriber”) hereby
irrevocably subscribes for and agrees to purchase shares (each a “Share” and collectively the
“Shares”), with a price
per Share of USD $1.00 (such subscription and agreement to purchase being the
“Subscription”), for an
aggregate purchase price of USD$_____________ (the “Subscription
Proceeds”).

     

    1.2 
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Company hereby irrevocably agrees to sell the
Shares to the Subscriber.

     

    1.3 
Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company.

     

    
      	
              2.

            	
              Payment

            


    

     

    2.1 
The Subscription Proceeds must accompany this Subscription and shall be paid by
cashiers cheque or bank draft payable to the order of Marley Coffee, drawn in
U.S. funds on a Canadian bank or on a U.S. bank that is reasonably acceptable to
the Company or, at the Subscriber’s option, by wire transfer.

     

    2.2 
The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held on behalf of the Company.  In the event that this
Subscription Agreement is not accepted by the Company for whatever reason, which
the Company expressly reserves the right to do, within 30 days of the delivery
of an executed Subscription Agreement by the Subscriber, this Subscription
Agreement, the Subscription Proceeds (without interest thereon) and any other
documents delivered in connection herewith will be returned to the Subscriber at
the address of the Subscriber as set forth in this Subscription
Agreement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.3 
The Company is entitled to treat the Subscription Proceeds as an interest free
loan to the Company until such time as the Subscription is accepted and a
certificate representing the Shares has been issued to the
Subscriber.

     

    
      	
              3.

            	
              Documents Required
      from Subscriber

            


    

     

    3.1 
The Subscriber must complete, sign and return to the Company an executed copy of
this Subscription Agreement and if the subscriber is a resident of Canada an
executed copy of the Accredited Investor Questionnaire attached to this
Agreement as Exhibit “A” (the “Questionnaire”).

     

    3.2 
The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, the OTC Bulletin
Board and applicable law.

     

    
      	
              4.

            	
              Closing

            


    

     

    4.1 
Closing of the offering of the Shares (the “Closing”) shall occur on or
before February 28, 2008, or on such later date as may be determined by the
Company (the “Closing
Date”).

     

    
      	
              5.

            	
              Acknowledgements of
      Subscriber

            


    

     

    5.1 
The Subscriber acknowledges and agrees that:

     

    
      	
               
      

            	
              (a)

            	
              none
      of the Shares have been or, except as otherwise expressly set forth in
      this Agreement, will be registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except
      in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the 1933 Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act and in each case only in accordance with
      applicable state securities laws;

            


    

     

    
      	
               
      

            	
              (b)

            	
              other
      than as set out herein, the Company has not undertaken to, and will have
      no obligation to, register any of the Shares under the 1933 Act or any
      other securities legislation;

            


    

     

    
      	
               
      

            	
              (c)

            	
              it
      has received and carefully read this Subscription
    Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              if
      the Subscriber is a resident of Canada, by completing the Questionnaire,
      the Subscriber is representing and warranting that the Subscriber is not a
      resident of the United States and that the subscriber is an “Accredited
      Investor”, as that term is defined in National Instrument 45-106, as
      adopted by the British Columbia Securities
  Commission;

            


    

     

    
      	
               
      

            	
              (e)

            	
              no
      prospectus or offering memorandum within the meaning of the securities
      laws has been delivered to, summarized for or seen by the Subscriber (and,
      if applicable, others for whom it is contracting hereunder) in connection
      with the Offering and the Subscriber (and, if applicable, others for whom
      it is contracting hereunder) is not aware of any prospectus or offering
      memorandum having been prepared by the
Company;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      decision to execute this Subscription Agreement and acquire the Shares
      hereunder has not been based upon any oral or written representation as to
      fact or otherwise made by or on behalf of the Company, and such decision
      is based entirely upon a review of information (the adequacy of which is
      hereby acknowledged) about the Company that is available to any member of
      the public on the EDGAR database maintained by the U.S. Securities and
      Exchange Commission (the “SEC”) at
      www.sec.gov;

            


    

     

    
      	
               
      

            	
              (g)

            	
              it
      has not received, nor has it requested, nor does it have any need to
      receive, any offering memorandum (as defined in or contemplated by
      applicable securities legislation) or any other document (other than
      financial statements or any other continuous disclosure documents, the
      contents of which are prescribed by statute or regulation) describing the
      business and affairs of the Company which has been prepared for delivery
      to, and review by, prospective subscribers in order to assist them in
      making an investment decision in respect of the Shares, and it has not
      become aware of any advertisement including, by way of example and not in
      limitation, advertisement in any printed media of general and regular
      circulation or on radio or television with respect to the distribution of
      the Shares;

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (h)

            	
              it
      and its advisor(s) have had a reasonable opportunity to ask questions of
      and receive answers from the Company in connection with the sale of the
      Shares hereunder, and to obtain additional information, to the extent
      possessed or obtainable by the Company without unreasonable effort or
      expense;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      books and records of the Company were available upon reasonable notice for
      inspection, subject to certain confidentiality restrictions, by the
      Subscriber during reasonable business hours at its principal place of
      business and that all documents, records and books in connection with the
      sale of the Shares hereunder have been made available for inspection by
      him and his attorney and/or
advisor(s);

            


    

     

    
      	
               
      

            	
              (j)

            	
              all
      information which the Subscriber has provided to the Company is correct
      and complete as of the date the Subscription Agreement is signed, and if
      there should be any change in such information prior to this Subscription
      Agreement being executed by the Company, the Subscriber will immediately
      provide the Company with such
information;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Company is entitled to rely on the representations and warranties of the
      Subscriber contained in this Subscription Agreement and the Subscriber
      will hold harmless the Company from any loss or damage it or they may
      suffer as a result of the Subscriber’s failure to correctly complete this
      Subscription Agreement;

            


    

     

    
      	
               
      

            	
              (l)

            	
              if
      the Subscriber is a resident of Canada, the Company has advised the
      Subscriber that the Company is relying on an exemption from the
      requirements of the regulatory authorities in Canada requiring that the
      Company provide the Subscriber with a prospectus and sell the Shares to
      the Subscriber through a person registered to sell securities under the
      securities laws of the Canadian Province where the Subscriber resides and,
      as a consequence of acquiring the Shares pursuant to this exemption,
      certain protections, rights and remedies provided by the securities laws
      of that Canadian Province, including statutory rights of rescission or
      damages, will not be available to the
  Subscriber;

            


    

     

    
      	
               
      

            	
              (m)

            	
              the
      Subscriber has not acquired the Shares as a result of, and will not itself
      engage in, any “directed selling efforts” (as that term is defined in
      Regulation S) in the United States in respect of the Shares which would
      include any activities undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for the resale of the Shares; provided, however, that
      the Subscriber may sell or otherwise dispose of the Shares pursuant to
      registration thereof under the 1933 Act and any applicable state and
      provincial Shares laws or under an exemption from such registration
      requirements;

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      Subscriber will indemnify and hold harmless the Company and, where
      applicable, its respective directors, officers, employees, agents,
      advisors and shareholders from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith;

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      statutory and regulatory basis for the exemption from U.S. registration
      requirements claimed for the offer of the Shares, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act or any applicable state or provincial securities
  laws;

            


    

     

    
      	
               
      

            	
              (p)

            	
              the
      Subscriber has been advised to consult the Subscriber’s own legal, tax and
      other advisors with respect to the merits and risks of an investment in
      the Shares and with respect to applicable resale restrictions, and it is
      solely responsible (and the Company is not in any way responsible) for
      compliance with:

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (i)

            	
              any
      applicable laws of the jurisdiction in which the Subscriber is resident in
      connection with the distribution of the Shares hereunder,
    and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              applicable
      resale restrictions;

            


    

     

    
      	
               
      

            	
              (q)

            	
              none
      of the Shares are listed on any stock exchange or automated dealer
      quotation system and no representation has been made to the Subscriber
      that any of the Shares will become listed on any stock exchange or
      automated dealer quotation system, except that currently certain market
      makers make market in the common shares of the Company on the National
      Association of Securities Dealers, Inc.’s OTC Bulletin
    Board;

            


    

     

    
      	
               
      

            	
              (r)

            	
              if
      the Subscriber is a resident of Canada, in addition to resale restrictions
      imposed under U.S. securities laws, there are additional restrictions on
      the Subscriber’s ability to resell the Shares under Canadian provincial
      securities laws and Canadian National Instrument
  45-102;

            


    

     

    
      	
               
      

            	
              (s)

            	
              the
      Company will refuse to register any transfer of the Shares not made in
      accordance with the provisions of Regulation S, pursuant to an effective
      registration statement under the 1933 Act or pursuant to an available
      exemption from the registration requirements of the 1933 Act and in each
      case in accordance with applicable state securities
  laws;

            


    

     

    
      	
               
      

            	
              (t)

            	
              neither
      the SEC nor any other securities commission or similar regulatory
      authority has reviewed or passed on the merits of the
    Shares;

            


    

     

    
      	
               
      

            	
              (u)

            	
              no
      documents in connection with the sale of the Shares hereunder have been
      reviewed by the SEC or any state securities
  administrators;

            


    

     

    
      	
               
      

            	
              (v)

            	
              there
      is no government or other insurance covering any of the
      Shares;

            


    

     

    
      	
               
      

            	
              (w)

            	
              the
      issuance and sale of the Shares to the Subscriber will not be completed if
      it would be unlawful or if, in the discretion of the Company acting
      reasonably, it is not in the best interests of the Company;
      and

            


    

     

    
      	
               
      

            	
              (x)

            	
              this
      Subscription Agreement is not enforceable by the Subscriber unless it has
      been accepted by the Company.

            


    

     

    
      	
              6.

            	
              Representations,
      Warranties and Covenants of the
  Subscriber

            


    

     

    6.1 
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:

     

    
      	
               
      

            	
              (a)

            	
              the
      Subscriber has the legal capacity and competence to enter into and execute
      this Subscription Agreement and to take all actions required pursuant
      hereto and, if the Subscriber is a corporation, it is duly incorporated
      and validly subsisting under the laws of its jurisdiction of incorporation
      and all necessary approvals by its directors, shareholders and others have
      been obtained to authorize execution and performance of this Subscription
      Agreement on behalf of the
Subscriber;

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      the Subscriber is a corporation or other entity, the entering into of this
      Subscription Agreement and the transactions contemplated hereby do not and
      will not result in the violation of any of the terms and provisions of any
      law applicable to, or the constating documents of, the Subscriber or of
      any agreement, written or oral, to which the Subscriber may be a party or
      by which the Subscriber is or may be
bound;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Subscriber has duly executed and delivered this Subscription Agreement and
      it constitutes a valid and binding agreement of the Subscriber enforceable
      against the Subscriber;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Subscriber is not a U.S. Person, as that term is defined in Regulation
      S;

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (e)

            	
              the
      Subscriber is not acquiring the Shares for the account or benefit of,
      directly or indirectly, any U.S. Person, as that term is defined in
      Regulation S;

            


    

     

    
      	
               
      

            	
              (f)

            	
              if
      the Subscriber is a resident of Canada, the Subscriber is an Accredited
      Investor (as defined in National Instrument 45-106) and the Subscriber
      agrees that the Company shall not consider the Subscriber's Subscription
      for acceptance unless the undersigned provides to the Company, along with
      an executed copy of this Agreement:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      fully completed and executed Questionnaire in the form attached as Exhibit
      A hereto; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              such
      other supporting documentation that the Company or its legal counsel may
      request to establish the Subscriber's qualification as an Accredited
      Investor;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Subscriber is resident in the jurisdiction set out under the heading “Name
      and Address of Subscriber” on the signature page of this Subscription
      Agreement;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      sale of the Shares to the Subscriber as contemplated in this Subscription
      Agreement complies with or is exempt from the applicable securities
      legislation of the jurisdiction of residence of the
      Subscriber;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Subscriber is outside the United States when receiving and executing this
      Agreement and is acquiring the Shares as principal for the Subscriber's
      own account, for investment purposes only, and not with a view to, or for,
      resale, distribution or fractionalisation thereof, in whole or in part,
      and no other person has a direct or indirect beneficial interest in such
      Shares;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      decision to execute this Agreement and acquire the Shares hereunder has
      not been based upon any oral or written representation as to fact or
      otherwise made by or on behalf of the
Company;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Subscriber is acquiring the Shares as principal for its own account for
      investment purposes only and not for the account of any other person and
      not for distribution, assignment or resale to others, and no other person
      has a direct or indirect beneficial interest in such Shares, and it has
      not subdivided its interest in the Shares with any other
      person;

            


    

     

    
      	
               
      

            	
              (l)

            	
              the
      Subscriber is aware that an investment in the Company is speculative and
      involves certain risks, including the possible loss of the entire
      investment and it has carefully read and considered the matters set forth
      under the heading “Risk Factors” appearing in the Company’s Form 10-KSB
      and any other filings filed with the
SEC;

            


    

     

    
      	
               
      

            	
              (m)

            	
              the
      Subscriber has made an independent examination and investigation of an
      investment in the Shares and the Company and has depended on the advice of
      its legal and financial advisors and agrees that the Company will not be
      responsible in any way whatsoever for the Subscriber’s decision to invest
      in the Shares and the Company;

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      Subscriber (i) has adequate net worth and means of providing for its
      current financial needs and possible personal contingencies, (ii) has no
      need for liquidity in this investment, and (iii) is able to bear the
      economic risks of an investment in the Shares for an indefinite period of
      time;

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      Subscriber understands and agrees that the Company and others will rely
      upon the truth and accuracy of the acknowledgements, representations and
      agreements contained in this Subscription Agreement and agrees that if any
      of such acknowledgements, representations and agreements are no longer
      accurate or have been breached, the Subscriber shall promptly notify the
      Company;

            


    

     

    
      	
               
      

            	
              (p)

            	
              the
      Company is entitled to rely on the representations and warranties of the
      Subscriber contained in this Agreement and the Questionnaire and the
      Subscriber will indemnify and hold harmless the Company and, where
      applicable, its directors, officers, employees, agents, advisors and
      shareholders, from and against any and all loss, liability, claim, damage
      and expense whatsoever (including, but not limited to, any and all fees,
      costs and expenses whatsoever reasonably incurred in investigating,
      preparing or defending against any claim, lawsuit, administrative
      proceeding or investigation whether commenced or threatened) arising out
      of or based upon any representation or warranty of the Subscriber
      contained herein, the Questionnaire or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith;

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (q)

            	
              the
      Subscriber has the legal capacity and competence to enter into and execute
      this Subscription Agreement and to take all actions required pursuant
      hereto;

            


    

     

    
      	
               
      

            	
              (r)

            	
              the
      Subscriber has duly executed and delivered this Subscription Agreement and
      it constitutes a valid and binding agreement of the Subscriber enforceable
      against the Subscriber in accordance with its
  terms;

            


    

     

    
      	
               
      

            	
              (s)

            	
              it
      is not an underwriter of, or dealer in, the common shares of the Company,
      nor is the Subscriber participating, pursuant to a contractual agreement
      or otherwise, in the distribution of the Shares or any of
      them;

            


    

     

    
      	
               
      

            	
              (t)

            	
              the
      Subscriber understands and agrees that none of the Shares have been or
      will, except as set forth in this Agreement, be registered under the 1933
      Act, or under any state securities or “blue sky” laws of any state of the
      United States, and, unless so registered, may not be offered or sold in
      the United States or, directly or indirectly, to U.S. Persons, as that
      term is defined in Regulation S, except in accordance with the provisions
      of Regulation S, pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act and in each case
      only in accordance with applicable state securities
  laws;

            


    

     

    
      	
               
      

            	
              (u)

            	
              the
      Subscriber acknowledges that the Subscriber has not acquired the Shares as
      a result of, and will not itself engage in, any “directed selling efforts”
      (as defined in Regulation S) in the United States in respect of the Shares
      which would include any activities undertaken for the purpose of, or that
      could reasonably be expected to have the effect of, conditioning the
      market in the United States for the resale of the Shares; provided,
      however, that the Subscriber may sell or otherwise dispose of the Shares
      pursuant to registration of the Shares  pursuant to the 1933 Act
      and any applicable state and provincial securities laws or under an
      exemption from such registration requirements and as otherwise provided
      herein;

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Subscriber understands and agrees that offers and sales of any of the
      Shares prior to the expiration of a period of one year after the date of
      original issuance of the Shares (the one year period hereinafter referred
      to as the "Distribution
      Compliance Period") shall only be made in compliance with the safe
      harbor provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom and in each case only in accordance with applicable
      state and provincial securities
laws;

            


    

     

    
      	
               
      

            	
              (w)

            	
              the
      Subscriber understands and agrees not to engage in any hedging
      transactions involving any of the Shares unless such transactions are in
      compliance with the provisions of the 1933 Act and in each case only in
      accordance with applicable state and provincial securities
      laws;

            


    

     

    
      	
               
      

            	
              (x)

            	
              the
      Subscriber understands and agrees that the Company will refuse to register
      any transfer of the Shares not made in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act or pursuant to an available exemption from the registration
      requirements of the 1933 Act;

            


    

     

    
      	
               
      

            	
              (y)

            	
              the
      Subscriber is not aware of any advertisement of, or any general
      solicitation in respect of, any of the Shares;
  and

            


    

     

    
      	
               
      

            	
              (z)

            	
              no
      person has made to the Subscriber any written or oral
      representations:

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (i)

            	
              that
      any person will resell or repurchase any of the
  Shares;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      any person will refund the purchase price of any of the
      Shares;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              as
      to the future price or value of any of the Shares;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              that
      any of the Shares will be listed and posted for trading on any stock
      exchange or automated dealer quotation system or that application has been
      made to list and post any of the Shares on any stock exchange or automated
      dealer quotation system; except that the Company’s Common Stock is
      currently approved for trading on the U.S. Over the Counter Bulletin
      Board.

            


    

     

    6.2 
In this Subscription Agreement, the term “U.S. Person” shall have the meaning
ascribed thereto in Regulation S.

     

    
      	
              7.

            	
              Representations and
      Warranties will be Relied Upon by the
  Company

            


    

     

    7.1 
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that such representations and
warranties may be relied upon by the Company and its legal counsel in
determining the Subscriber’s eligibility to purchase the Shares under applicable
securities legislation, or (if applicable) the eligibility of others on whose
behalf it is contracting hereunder to purchase the Shares under applicable
securities legislation.  The Subscriber further agrees that by
accepting delivery of the certificates representing the Shares on the Closing
Date, it will be representing and warranting that the representations and
warranties contained herein are true and correct as at the Closing Date with the
same force and effect as if they had been made by the Subscriber on the Closing
Date and that they will survive the purchase by the Subscriber of the Shares and
will continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of such Shares.

     

    
      	
              8.

            	
              Resale
      Restrictions

            


    

     

    8.1 
The Subscriber acknowledges that any resale of the Shares will be subject to
resale restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee.  The Subscriber acknowledges that
the Shares have not been registered under the 1933 Act of the securities laws of
any state of the United States.  The Shares may not be offered or sold
in the United States unless registered in accordance with United States federal
securities laws and all applicable state securities laws or exemptions from such
registration requirements are available.

     

    8.2 
The Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Shares by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section 8.1
above.

     

    
      	
              9.

            	
              Acknowledgement and
      Waiver

            


    

     

    9.1 
The Subscriber has acknowledged that the decision to purchase the Shares was
solely made on the basis of information available to the Subscriber on the EDGAR
database maintained by the SEC at www.sec.gov.  The
Subscriber hereby waives, to the fullest extent permitted by law, any rights of
withdrawal, rescission or compensation for damages to which the Subscriber might
be entitled in connection with the distribution of the Shares.

     

    
      	
              10.

            	
              Legending of Subject
      Shares

            


    

     

    10.1 
The Subscriber hereby acknowledges that that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the Shares
will bear a U.S. legend in substantially the following form (the “U.S. Legend”):

     

    
      	
               
      

            	
              “THESE SHARES WERE ISSUED IN AN
      OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE “1933 ACT”).  ACCORDINGLY, NONE OF THE
      SHARES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE
      1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
      NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR,
      DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
      1933 ACT. “UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S
      UNDER THE 1933 ACT.”

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.2 
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.

     

    
      	
              11.

            	
              Costs

            


    

     

    11.1 
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Shares shall be
borne by the Subscriber.

     

    
      	
              12.

            	
              Indemnification.

            


    

     

    12.1 
Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless the Subscriber, the officers,
directors, agents, brokers (including brokers who offer and sell Shares as
principal as a result of a pledge or any failure to perform under a margin call
of Common Stock), investment advisors and employees of the Subscriber, each
person who controls the Subscriber (within the meaning of Section 15 of the 1933
Act or Section 20 of the Exchange Act) and the officers, directors, agents and
employees of each such controlling person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, costs of preparation and
attorneys' fees) and expenses (collectively, "Losses"), as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in any prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of
any prospectus or form of prospectus or supplement thereto, in the light of the
circumstances under which they were made) not misleading, except to the extent,
but only to the extent, that (i) such untrue statements or omissions are based
solely upon information regarding the Subscriber furnished to the Company by or
on behalf of the Subscriber expressly for use therein, and (ii) that the
foregoing indemnity agreement is subject to the condition that, insofar as it
relates to any untrue statement, allegedly untrue statement, omission or alleged
omission made in any preliminary prospectus but eliminated or remedied in the
final prospectus (filed pursuant to Rule 172 or Rule 424 of the 1933 Act), such
indemnity agreement shall not inure to the benefit of the Subscriber or any
underwriter, broker or other person acting on behalf of holders of the Shares,
from whom the person asserting any loss, claim, damage, liability or expense
purchased the Shares which are the subject thereof, if a copy of such final
prospectus had been made available to such person and the Subscriber or such
underwriter, broker or other person acting on behalf of the Subscriber and such
final prospectus was not delivered to such person with or prior to the written
confirmation of the sale of such Shares to such person.  The Company
shall notify the Subscriber promptly of the claim, threat or assertion of any
proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement.

     

    12.2 
Indemnification by
Subscriber.  The Subscriber shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and
employees, each person who controls the Company (within the meaning of Section
15 of the 1933 Act and Section 20 of the Exchange Act), and the directors,
officers, agents and employees of such controlling persons, to the fullest
extent permitted by applicable law, from and against all Losses (as determined
by a court of competent jurisdiction in a final judgment not subject to appeal
or review), as incurred, arising out of or based upon any untrue statement of a
material fact contained in any prospectus, or any form of prospectus, or arising
out of or based upon any omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
prospectus or form of prospectus or supplement thereto, in the light of the
circumstances under which they were made) not misleading, to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information so furnished by the Subscriber to the Company specifically for
inclusion in any prospectus.

     

    12.3 
Contribution.  If
a claim for indemnification under Section 15.1 or 15.2 is unavailable to an
indemnified party because of a failure or refusal of a governmental authority to
enforce such indemnification in accordance with its terms (by reason of public
policy or otherwise), then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses, in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
on the one hand and the indemnified party on the other from the offering of the
Shares.  If, but only if, the allocation provided by the foregoing
sentence is not permitted by applicable law, the allocation of contribution
shall be made in such proportion as is appropriate to reflect not only the
relative benefits referred to in the foregoing sentence but also the relative
fault, as applicable, of the indemnifying party and indemnified party in
connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations.  The
relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such indemnifying party or indemnified party, and
the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such action, statement or omission.  The amount paid or
payable by a party as a result of any Losses shall be deemed to include any
reasonable attorneys' or other reasonable fees or expenses incurred by such
party in connection with (i) any proceeding to the extent such party would have
been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms or (ii)
enforcing any rights under this Section 15.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 15.3 were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.  No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

     

    The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the indemnifying parties may have to the indemnified
parties.

     

    
      	
              13.

            	
              Governing
      Law

            


    

     

    13.1 
This Subscription Agreement is governed by the laws of the State of Nevada and
the federal laws of the United States applicable therein.

     

    
      	
              14.

            	
              Survival

            


    

     

    14.1 
This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Shares by the Subscriber pursuant
hereto.

     

    
      	
              15.

            	
              Assignment

            


    

     

    15.1 
This Subscription Agreement is not transferable or assignable.

     

    
      	
              16.

            	
              Severability

            


    

     

    16.1 
The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.

     

    
      	
              17.

            	
              Entire
      Agreement

            


    

     

    17.1 
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.

     

    
      	
              18.

            	
              Notices

            


    

     

    18.1 
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication.  Notices to the Subscriber shall be directed to the
address on the signature page of this Subscription Agreement and notices to the
Company shall be directed to it at Marley Coffee 357 South Fairfax. Suite 321,
Los Angleles, CA 90048 Attention: President.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              19.

            	
              Counterparts and
      Electronic Means

            


    

     

    19.1 
This Subscription Agreement may be executed in any number of counterparts, each
of which, when so executed and delivered, shall constitute an original and all
of which together shall constitute one instrument.  Delivery of an
executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth.

     

    
      	
              20.

            	
              Delivery
      Instructions

            


    

    


    20.1 
The Subscriber hereby directs the Company to deliver the Certificate evidencing
the Shares to:

    


    


    (name)

    


    


    (address)

    


    20.2  
The Subscriber hereby directs the Company to cause the Shares to be registered
on the books of the Company as follows:

    


    


    (name)

    


    


    (address)

    


    20.3 
The undersigned hereby acknowledges that it will deliver to the Company all such
additional completed forms in respect of the Subscriber’s purchase of the Shares
as may be required for filing with the appropriate securities commissions and
regulatory authorities.

     

    IN WITNESS WHEREOF the
Subscriber has duly executed this Subscription Agreement as of the date of
acceptance by the Company.

     

    


     

    


    Print Name of Subscriber

     

    By:                                                                

    (Signature and, if applicable,
Office)

    Print Address of
Subscriber:

     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    A
C C E P T A N C E

     

    The
above-mentioned Subscription Agreement in respect of the Shares is hereby
accepted by Marley Coffee Inc.

     

    DATED at
_____________________________________, the ________ day of __________,
2008.

     

    MARLEY
COFFEE INC.

     

    


     

    


     

    Per:           

     

    Authorized Signatory

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

     

    ACCREDITED
INVESTOR QUESTIONNAIRE

     

    FOR
CANADIAN INVESTORS ONLY

    


    NATIONAL INSTRUMENT
45-106

    


    The
purpose of this Questionnaire is to assure Marley Coffee Inc. (the “Issuer”)
that the undersigned (the “Subscriber”) will meet certain requirements for the
registration and prospectus exemptions provided for under National Instrument
45-106 (“NI 45-106”), as adopted by the members of the Canadian Securities
Administrators, in respect of a proposed private placement of securities by the
Issuer (the “Transaction”).  The Issuer will rely on the information
contained in this Questionnaire for the purposes of such
determination.

    


    The
undersigned Subscriber covenants, represents and warrants to the Issuer
that:

    


    
      	
               
      

            	
              1.

            	
              The
      Subscriber has such knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of the
      Transaction and the Subscriber is able to bear the economic risk of loss
      arising from such Transaction;

            


    

    


    
      	
               
      

            	
              2.

            	
              the
      Subscriber satisfies one or more of the categories of “accredited
      investor” (as that term is defined in NI 45-106) indicated below (please
      check the appropriate box):

            


    

    


    
      	
               
      

            	 	
              (a)
      a Canadian financial institution as defined in National Instrument 14-101,
      or an authorized foreign bank listed in Schedule III of the Bank Act
      (Canada);

            


    

    


    
      	
               
      

            	 	
              (b)
      the Business Development Bank of Canada incorporated under the Business Development Bank
      Act (Canada);

            


    

    


    
      	
               
      

            	 	
              (c)
      a subsidiary of any person referred to in any of the foregoing categories,
      if the person owns all of the voting securities of the subsidiary, except
      the voting securities required by law to be owned by directors of that
      subsidiary;

            


    

    


    
      	
               
      

            	 	
              (d)
      an individual registered or formerly registered under securities
      legislation in a jurisdiction of Canada, as a representative of a person
      or company registered under securities legislation in a jurisdiction of
      Canada, as an adviser or dealer, other than a limited market dealer
      registered under the Securities Act
      (Ontario) or the Securities Act
      (Newfoundland);

            


    

    


    
      	
               
      

            	 	
              (e)
      an individual registered or formerly registered under the securities
      legislation of a jurisdiction of Canada as a representative of a person
      referred to in paragraph (d);

            


    

    


    
      	
               
      

            	 	
              (f)
      the government of Canada or a province, or any crown corporation or agency
      of the government of Canada or a
province;

            


    

    


    
      	
               
      

            	 	
              (g)
      a municipality, public board or commission in Canada and a metropolitan
      community, school board, the Comite de gestion de la taxe scholaire de
      l’ile de Montreal or an intermunicipal management board in
      Québec;

            


    

    


    
      	
               
      

            	 	
              (h)
      a national, federal, state, provincial, territorial or municipal
      government of or in any foreign jurisdiction, or any agency
      thereof;

            


    

    


    
      	
               
      

            	 	
              (i)
      a pension fund that is regulated by either the Office of the
      Superintendent of Financial Institutions (Canada) or a pension commission
      or similar regulatory authority of a jurisdiction of
    Canada;

            


    

    


    
      	
               
      

            	 	
              (j)
      an individual who either alone or with a spouse beneficially owns,
      directly or indirectly, financial assets (as defined in NI 45-106) having
      an aggregate realizable value that, before taxes but net of any related
      liabilities, exceeds CDN$1,000,000;

            


    

    


    
      	
               
      

            	 	
              (k)
      an individual whose net income before taxes exceeded CDN$200,000 in each
      of the two more recent calendar years or whose net income before taxes
      combined with that of a spouse exceeded $300,000 in each of those years
      and who, in either case, reasonably expects to exceed that net income
      level in the current calendar year;

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	 	
              (l)
      an individual who, either alone or with a spouse, has net assets of at
      least CDN $5,000,000;

            


    

    


    
      	
               
      

            	 	
              (m)
      a person, other than a person or investment fund, that had net assets of
      at least CDN$5,000,000 as reflected on its most recently prepared
      financial statements;

            


    

    


    
      	
               
      

            	 	
              (n)
      an investment fund that distributes it securities only to persons that are
      accredited investors at the time of distribution, a person that acquires
      or acquired a minimum of CDN$150,000 of value in securities, or a person
      that acquires or acquired securities under Sections 2.18 or 2.19 of NI
      45-106;

            


    

    


    
      	
               
      

            	 	
              (o)
      an investment fund that distributes or has distributed securities under a
      prospectus in a jurisdiction of Canada for which the regulator or, in
      Québec, the securities regulatory authority, has issued a
      receipt;

            


    

    


    
      	
               
      

            	 	
              (p)
      a trust company or trust corporation registered or authorized to carry on
      business under the Trust
      and Loan Companies Act (Canada) or under comparable legislation in
      a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed account managed by the trust company or trust corporation,
      as the case may be;

            


    

    


    
      	
               
      

            	 	
              (q)
      a person acting on behalf of a fully managed account managed by that
      person, if that person (i) is registered or authorized to carry on
      business as an adviser or the equivalent under the securities legislation
      of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in
      Ontario, is purchasing a security that is not a security of an investment
      fund;

            


    

    


    
      	
               
      

            	 	
              (r)
      a registered charity under the Income Tax Act (Canada)
      that, in regard to the trade, has obtained advice from an eligibility
      advisor or an advisor registered under the securities legislation of the
      jurisdiction of the registered charity to give advice on the securities
      being traded;

            


    

    


    
      	
               
      

            	 	
              (s)
      an entity organized in a foreign jurisdiction that is analogous to any of
      the entities referred to in paragraphs (a) to (d) or paragraph (i) in form
      and function;

            


    

    


    
      	
               
      

            	 	
              (t)
      a person in respect of which all of the owners of interests, direct,
      indirect or beneficial, except the voting securities required by law are
      persons or companies that are accredited
  investors.

            


    

    


    
      	
               
      

            	 	
              (u)
      an investment funds that is advised by a person registered as an advisor
      or a person that is exempt from registration as an advisor;
    or

            


    

    


    
      	
               
      

            	 	
              (v)
      a person that is recognized or designated by the securities regulatory
      authority as an accredited investor or, in Alberta or B.C., an exempt
      purchaser,

            


    

    8

    The
Subscriber acknowledges and agrees that the Subscriber may be required by the
Issuer to provide such additional documentation as may be reasonably required by
the Issuer and its legal counsel in determining the Subscriber’s eligibility to
acquire the Shares under relevant Legislation.

    


    IN WITNESS WHEREOF, the undersigned has
executed this Questionnaire as of the ________ day of __________________,
2008.

    


    
      	
              If
      a Corporation, Partnership or Other Entity:

            	
              If
      an Individual:

            
	 
      	 
      
	
              Print
      or Type Name of Entity

            	
              Signature

            
	 
      	 
      
	
              Signature
      of Authorized Signatory

            	
              Print
      or Type Name

            
	 
      	 
      
	
              Type
      of Entity