Exhibit 10.15


 


*** Text Omitted and Filed Separately


Confidential Treatment Requested


Under 17 C.F.R. §§ 200.80(b)(4)


and 240.24b-2


 


Roasting and Distribution Agreement


 


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


 


JJC CORP (“JJC”) a company incorporated
in the state of Nevada, having its principal office located at 8200 Wilshire Blvd, Suite 200, Beverly Hills, CA 90211
USA and


 


CANTERBURY COFFEE CORPORATION (“Canterbury”)
a corporation incorporated under the laws of British Columbia, having its principal office at 13840 Mayfield Place, Richmond,
British Columbia, V6V 2E4 (collectively hereinafter the “Parties” and each “Party”)


 


with reference to the following facts:


 


RECITALS:


 


		A.	WHEREAS, JJC desires that Canterbury manufacture for JJC the products (“Products”) set forth in Schedule A;



 


		B.	WHEREAS, JJC holds the exclusive license to the Trademarks listed in Exhibit A, which is attached to this Agreement and
incorporated herein by this reference;



 


		C.	WHEREAS, JJC wishes to sub-license the use of the Trademarks (as defined herein) to Canterbury pursuant to the terms and conditions
herein;



 


		D.	WHEREAS, Canterbury wishes to manufacture the Products and to use such sub-license in order to distribute the Products to the
Grocery Retail Sector.



 


IN CONSDIERATION OF the covenant and agreements in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties,
the Parties agree as follows:


 


		1.	CERTAIN DEFINITIONS



 


Except as otherwise defined herein, as used in this Agreement
the following terms shall have the following defined meanings:


 


“Grocery Retail Sector” refers
to the mass, club, grocery and drug market segments that Canterbury shall have the exclusive right to distribute the products to
as part of its Services to JJC;


 



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“Broad Distribution Arrangement”
shall refer to such arrangement whereby all Products produced in accordance with the terms and conditions herein shall be held
in inventory by Canterbury and Canterbury shall have responsibility for all warehousing, distribution in the Grocery Retail Sector
and administrative costs, including management of Accounts Receivable. All freight risk of loss on Product shall be borne by Canterbury
under this arrangement;


 


“Direct Distribution Arrangement”
shall refer to such arrangement whereby Canterbury shall produce the Products according to the terms and conditions as contained
herein, shall ship such orders to the location as specified by JJC, and shall invoice JJC for the shipped goods at the prices as
shown in Schedule A, applicable freight, customs, duties and any other fees. JJC shall be responsible for all warehouse, distribution
and administrative costs associated with such orders; All freight risk of loss on Product shall be borne by JJC under this arrangement;


 


“Products” means Products described
in Schedule A of this Agreement;


 


“Products and Services” mean the
Products together with the Services;


 


“Sell Price” means the selling
price of the Products as determined by JJC;


 


“Services” means coffee roasting
services, coffee production services, supply distribution and support services;


 


“Trademarks” means those trademarks,
trade names and logos set forth in Exhibit A to this Agreement.


 


		2.	TRADEMARK SUB- LICENSE FROM JJC TO CANTERBURY



 


		2.1	Sub- License. Subject to the terms and conditions of this Agreement, JJC grants to Canterbury a nonexclusive, limited,
three (3) year sub-license (the “Sub-License”) only to use and reproduce the Trademarks in association
with the manufacture, supply and distribution of JJC Products and Services for the Grocery Retail Sector and as is set forth in
this Agreement. This sub-license is not transferable, assignable nor is it sub-licensable. This sub-license is valid in Canada
only as it pertains to the manufacturing of the Products and is to be used only for JJC related Products.



 


		2.2	Applicable Laws. Canterbury shall exercise the Sub-license, and manufacture, supply and distribute Products and Services
in compliance with all applicable laws, regulations, government standards and policies.



 


		2.3	No Challenge To Validity Of Trademarks. Canterbury shall not, directly or indirectly during the term of this Agreement
or at any time thereafter, attack or challenge the validity of JJC’s rights in or to the Trademarks or of any other proprietary
rights of JJC, or assist any third party in doing the same. Canterbury shall not file any applications to register the Trademarks
or any words, names, designs, or logos that are confusingly similar to the Trademarks in any country of the world for any goods
or services, and shall not register any domain names containing the Trademarks, any phonetic equivalent thereof, or any domain
names confusingly similar to the Trademarks in any country of the world.



 



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		2.4	Third Party Infringement. Canterbury shall promptly notify JJC of any infringement or potential infringement of the
Trademarks that comes to its attention. Canterbury will cooperate with JJC, at JJC request, in taking steps to terminate such infringement.
However, Canterbury shall not take any legal action to protect against infringement of the Trademark without JJC permission. JJC
will take action against infringers to defend the Trademarks but shall not be required to bring or prosecute actions or suits.
Any and all damages recovered in any action or proceeding commenced by JJC shall belong solely and exclusively to JJC. All the
associated legal and other costs of such action shall be for the account of JJC. However, if JJC determines not to bring action,
Canterbury may then bring such action in its own name at its own expense provided it obtains consent of JJC, consent shall not
be unreasonably withheld. If requested to do so, JJC shall cooperate at Canterbury expense. Any award or portion of an award recovered
by Canterbury in any such action or proceeding commenced by Canterbury shall belong solely to Canterbury after recovery by both
parties of their respective actual out-of-pocket costs.



 


		2.5	In the event that a third-party effects an infringement action on Canterbury for its use of the Trademarks as provided in this
Agreement, Canterbury shall promptly notify JJC of any such suit. Any award received by JJC in such an action shall belong solely
to JJC.



 


		2.6	JJC and Canterbury shall keep one another informed of the status of, and their respective activities regarding, any litigation
concerning Trademarks. Canterbury may not enter into a settlement or consent judgment involving Trademarks, however, unless it
obtains JJC prior written consent.



 


		2.7	Reservation of Rights. All rights not expressly granted to Canterbury herein are reserved to JJC.



 


		3.	RESPONSIBILITIES OF THE PARTIES



 


		3.1	Responsibility of JJC. JJC shall be responsible for the following:



 


		(a)	JJC is responsible for purchasing from Canterbury all packaged finished Products on-hand as a result of the following: (i) JJC
elects to terminate the contract for any reason, (ii) JJC elects to redesign the packaging and introduces the change prior
to utilizing all stock on hand, (iii) JJC elects to discontinue a Product, (iv) JJC ceases to carry on business for any
reason and (v) Sales volume falls below a single batch as described in Schedule A, per calendar quarter;



 


		(b)	JJC agrees that in the event Canterbury secures coffee in the future on behalf of JJC, then JJC shall enter into a supply agreement
to that specific transaction. JJC shall be responsible for any financial penalty incurred by Canterbury if JJC does not honor such
supply agreement;



 



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		(c)	JJC shall be totally responsible for carrying out sales and marketing and determining the selling price of the Products;



 


		(d)	JJC will provide promotional materials, brochures, point of sale displays and other marketing materials, to facilitate the
marketing and sale of Products;



 


		(e)	JJC will responsible for cost of product giveaways and free samples;



 


		(f)	JJC shall be responsible for the costs and expenses related to returns, allowances and salvage costs, including, but not limited
to, grocery listing allowances, marketing allowances and volume rebates. However, Canterbury shall be responsible for any returns
due to quality;



 


		(g)	JJC will pay the prices set forth in Schedule A for each of the Products produced;



 


		(h)	JJC agrees to be bound by the minimum order quantities and frequency of orders, along with warehousing and delivery specifications
that are specified in Schedule A;



 


		(i)	JJC shall be responsible for obtaining and maintaining, for the duration of this Agreement an insurance policy for the full
value of all JJV owned materials and Products held in inventory at Canterbury’s facilities;



 


		(j)	JJC shall be responsible for the cost of outdated products.



 


		3.2	Responsibility of Canterbury. Canterbury shall be responsible for:



 


		(a)	Canterbury shall perform such services as may be required to manufacture and package the Products, as detailed in Schedule A,
for the Grocery Retail Sector in accordance with Canterbury’s product specifications in adherence to applicable laws and
regulations and in conformance with Good Manufacturing Practices prevailing in the industry. Canterbury shall be granted the right
of first refusal for any additional distribution channels beyond the Grocery Retail Sector, which may arise during the term of
this Agreement. In the event that JJC is approached by another company to distribute in a channel other than the Grocery Retail
Sector, Canterbury shall be given thirty (30) days to prepare a distribution strategy for that new market, subject to
approval by JJC. If Canterbury is not interested, it can refuse, in which case JJC shall be free to grant to the new company the
right to distribute to the additional distribution channels.



 


		(b)	Canterbury shall, except as otherwise provided, have full responsibility for the procurement and payment of all new materials,
ingredients, generic packaging bags, continuous roll stock film, and corrugated packaging and other supplies necessary to produce
the Products unless and until such time as JJC notifies Canterbury in writing that they wish to develop and supply Canterbury with
private label coffee packaging bags and private label continuous film stock, the cost of which shall be that of JJC.



 



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		(c)	Canterbury shall order and maintain sufficient supplies so as to meet the normal production requirements of JJC in a cost effective
manner, but in accordance with minimum order quantities.



 


		(d)	Canterbury agrees to secure coffee in future periods on behalf of JJC so long as JJC enters into the supply agreement specific
to that transaction. The quality of the coffee must meet the product specifications.



 


		(e)	Canterbury shall have the right to revise prices upon thirty (30) days written notice for changes in the costs of
manufacturing and materials of Products.



 


		(f)	Canterbury shall upon request by JJC assist on all advertising, sales promotion, and public relations campaigns to be conducted,
including providing JJ with documentation of previous promotional campaigns conducted and shall provide necessary technical information
and assistance. JJC will fully reimburse Canterbury for expenses incurred in the provision of assistance.



 


		4.	COMPENSATION



 


		4.1	Payment to JJC. Canterbury shall pay JJC the difference between the total cost for the Products under the Broad Distribution
Agreement, as is shown on Line 2-Broad of Schedule A and the Sell Price, as specified by JJC, as Net Proceeds.



 


		4.2	Payment Schedule for JJC. Canterbury will submit payments of Net Proceeds on the fifteenth (15th) of
the month following receipt of monies from clients for products sold.



 


		4.3	Offsets to JJC Payment. Canterbury reserves the right to offset monies owed by JJC to Canterbury against Net Proceeds
owed by Canterbury to JJC. However, Canterbury agrees to notify JJC in writing prior to making such deductions.



 


		4.4	Payment to Canterbury. JJC will pay the prices set forth in Schedule A for each of the Products produced.



 


		4.5	Payment Schedule for Canterbury. The term of payment is Net Thirty (30) Days.



 


		4.6	Discounts. All discounts will be charged back to JJC.



 


		4.7	Bad Debts. Loss from bad debts or uncollectable accounts will be borne by JJC. Canterbury will provide JJC a monthly
report of unpaid accounts receivable balances on JJC’s customers.



 



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		4.8	Currency. All prices expressed in this Agreement are in Canadian dollars. All invoices to JJC shall be in Canadian dollars.
Payments of Net Proceeds to JJC shall be made in Canadian dollars for sales transacted in Canadian currency, and likewise in United
States dollars for sales transacted in United States currency.



 


		4.9	Sales Volume Rebate. The Parties shall negotiate a sales volume rebate at the end of six (6) months from the
date of this Agreement, based on existing sales during the period, such rebate to be reviewed by the Parties.



 


		4.10	Future Costs. Costs and expenses related to returns, allowances and salvage costs will be borne by JJC. The Parties
understand and agree that returns, allowances and salvage costs are future costs normally deducted by customers long after the
sales and the collection of accounts receivable have been completed.



 


		4.11	Late Fee. Payments due to Parties hereunder which are received thirty (30) days after the due date shall bear
interest at the rate of ten percent (10%) per annum.



 


		4.12	Sales Statements. Canterbury agrees to furnish to JJC each month, full and accurate statements showing all information
required in determining the amount of payment to be paid to JJC from Canterbury as well as from JJC to Canterbury.



 


		5.	AUDITS AND MAINTAINING RECORDS



 


		5.1	Records. Canterbury agrees to keep accurate records of all transactions relating to this Agreement including, without
limitation, sales invoices (stated cumulatively and separately by each account buyer), shipping invoices, purchase orders, inventory
records, and records of returns and to preserve such records for up to two (2) years after the expiration or earlier
termination of this Agreement.



 


		5.2	Audit Rights. JJC’s representatives shall have the right from time to time, and with reasonable notice, to audit
Canterbury’s records, as it specifically relates to JJC’s Products, and to extract from such records, including the
general ledger, invoice and any other records which the Parties agree to be reasonably appropriate, information necessary to verify
the accuracy of payment amounts and to assess Canterbury’s performance hereunder, such audits not to exceed more than twice
per year.



 


		5.3	Discrepancies. The receipt or acceptance by JJC of any payment or statement furnished hereunder shall not preclude JJC
from questioning the accuracy or correctness thereof. JJC shall have up to thirty (30) days following receipt of velocity
reports to review and report any errors. If any inconsistency or mistake is discovered in any such statements or payments, whether
or not upon audit, appropriate adjustments shall be immediately made by the Parties.



 



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		6.	REPRESENTATIONS AND WARRANTIES OF THE PARTIES



 


		6.1	Representations and Warranties of JJC.



 


		(a)	JJC is a Corporation duly organized, validly existing and in good standing under the laws of the State of Nevada in the United
States. It is a registered foreign corporation in California. JJC has all the corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder;



 


		(b)	The execution, delivery and performance by JJC of this Agreement and the consummation of the transaction contemplated hereby
had been duly and validly authorized by all the requisite corporate action and no other corporate act or proceeding on the part
of JJC is necessary to authorize the execution, delivery and performance of this Agreement and consummation of the transaction
contemplated hereby;



 


		(c)	JJC is not subject to nor obligated under its corporate bylaws, any applicable law, rule or regulation of any governmental
authority, or any agreement, instrument, license, or permit or subject to any order, writ, injunction or decree, which would be
breached or violated by its execution, delivery or performance of this Agreement;



 


		(d)	JJC is the exclusive holder of the License for the Trademarks, and to JJC’s knowledge, the use of the Trademarks in the
manufacture, advertising, sales and promotion of any of the Licensed Products or Services will not infringe on the intellectual
property or any other rights of any third party;



 


		(e)	JJC had the full right, power and authority to grant the Sub-license granted in Section 2.1 of this Agreement;



 


		(f)	JJC execution and delivery of this Agreement and performance of its obligations hereunder, including the obligation of payments
hereunder, do not and will not conflict with, violate or result in any default under any agreement, instrument or other contract
to which JJC is party or by which is bound;



 


		(g)	There are no claims, actions, suits, or any other legal proceeding pending, or to the knowledge of JJC, threatened, which,
if adversely determined, would adversely affect the ability of JJC to consummate the transactions contemplated by this Agreement
or perform its obligations hereunder.



 


		6.2	Representations and Warranties of Canterbury.



 


		(a)	Canterbury will not use the Trademarks and has not and will not grant any right or sub-license to use the Trademarks other
than as authorized under this Agreement;



 



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		(b)	Canterbury is a limited company duly organized, validly existing and in good standing under the laws of British Columbia. Canterbury
has all the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;



 


		(c)	The execution, delivery and performance by Canterbury of this Agreement and the consummation of the transaction contemplated
hereby had been duly and validly authorized by all the requisite corporate action and no other corporate act or proceeding on the
part of Canterbury is necessary to authorize the execution, delivery and performance of this Agreement and consummation of the
transaction contemplated hereby;



 


		(d)	Canterbury is not subject to nor obligated under its corporate bylaws, any applicable law, rule or regulation of any governmental
authority, or any agreement, instrument, license, or permit or subject to any order, writ, injunction or decree, which would be
breached or violated by its execution, delivery or performance of this Agreement;



 


		(e)	Canterbury’s execution and delivery of this Agreement and performance of its obligations, hereunder, including the obligation
of payments hereunder, do not and will not conflict with, violate or result in any sort of default under any agreement, instrument
or other contract to which Canterbury is a party or by which it is bound;



 


		(f)	There are no claims, actions, suits or other proceedings pending or to the knowledge of Canterbury, threatened, which if adversely
determined would adversely affect the ability of Canterbury to consummate the transactions contemplated by this Agreement or perform
its obligations hereunder;



 


		(g)	Canterbury in not in receipt of notice from any governmental authority to the effect that it is not in compliance with any
applicable laws. Canterbury agrees to comply with all applicable laws and regulations relating to the Products and Services.



 


		(h)	Canterbury shall use its best efforts to manufacturer Products consistent with the high standards and prestige represented
by the Trademarks.



 


		(i)	Canterbury shall commence production and distribution as soon as practicable and ship according to JJC requirements.



 


		(j)	Canterbury shall not take any action which would create a lien upon (which shall include, without limitation a warehouse lien,
or mortgage or otherwise encumber the Products and Services in this Agreement), without the express prior written consent of JJC,
which consent may be withheld in JJC’s sole and absolute discretion.



 



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		(k)	Canterbury shall not take any action, or sell any product which shall in any way materially and intentionally undermine the
manufacture of the Products and Services specifically related to JJC.



 


		(l)	Canterbury agrees that in the distribution of Products it shall separate those revenues from any other product revenue received
from a particular customer. Under no circumstance shall JJC’s Product revenues be commingled with any other Canterbury revenue.



 


		7.	TERM AND TERMINATION



 


		7.1	Term. The term of this Agreement will begin on the Effective Date and will continue for a period of three (3) years.
At the end of the term, the Agreement shall be automatically renewed for subsequent one year periods. The Parties shall have the
right to terminate this Agreement with thirty (30) days written notice.



 


		7.2	Termination by Canterbury. Canterbury may, at its sole option and provision of notice, terminate this Agreement immediately
upon:



 


		(a)	JJC’s breach of any provision of this Agreement where such breach has not been remedied to the reasonable satisfaction
of Canterbury within 30 days after receiving written notice of breach from JJC;



 


		(b)	JJC becomes insolvent, having a receiver appointed over it, seeking protection from its creditors, commencing dissolution or
winding up proceedings, or ceasing to carry on business; or



 


		(c)	JJC fails to make payments due to Canterbury under this Agreement after the thirty (30) day cure period has ended.



 


		7.3	Termination by JJC. JJC may, at its option and provision of notice to Canterbury, terminate this Agreement immediately
upon:



 


		(a)	Canterbury’s breach of any provision of this Agreement where such breach has not been remedied to the reasonable satisfaction
of JJC within 30 days after receiving written notice of breach from JJC;



 


		(b)	JJC’s reputation and that of the Trademark becoming negatively affected in the public eye as a result of the business
or activities being conducted by Canterbury, as determined by JJC acting reasonably;



 


		(c)	Canterbury becoming insolvent, having a receiver appointed over it, seeking protection from its creditors, commencing dissolution
or winding up to proceedings, or ceasing to carry on business:



 


		(d)	Canterbury does not meet the quality standards for the Products and Services as established pursuant to this Agreement;



 



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		(e)	Canterbury’s use or misuse of the Trademarks in violation of this Agreement that may bring discredit to JJC;



 


		(f)	Canterbury fails to make payments due to JJC under this Agreement after the thirty (30) day cure period has ended;
or



 


		(g)	Canterbury directly or indirectly, merges or otherwise becomes under the shared sole control or discretion of another party.



 


		7.4	Upon Termination. Upon termination of this Agreement for any reason:



 


		(a)	Canterbury shall immediately cease all use, of the Trademarks, and shall immediately provide JJC with a written inventory account
of all Products bearing or associated with the Trademarks or any part thereof in the possession or control of Canterbury, at the
date of termination. JJC, its agents and representatives shall have the right with reasonable notice to Canterbury to conduct a
physical inventory of Canterbury in order to verify such account and in this regard Canterbury shall provide access to all places
under its control to JJC or its agents and representatives. Upon verification and provision of invoice, payment shall be required,
prior to shipping;



 


		(b)	Canterbury shall deliver to JJC any and all artwork, files or samples of the Trademark;



 


		(c)	Canterbury shall further execute and deliver such documents and take such other steps as may be necessary or desirable to evidence
that any and all rights Canterbury may have had with respect to the Trademarks have completely ceased, including the cancellation
of any registration of Canterbury as a permitted or registered use of the Trademarks;



 


		(d)	Thereafter, Canterbury shall not at any time directly or indirectly use the Trademarks or any other trade-mark, or any other
mark or thing or any trade name, corporate name or product name, or any other means of designation or commercial identification
which is likely to be confused with the Trademarks.



 


		7.5	In the event of termination of this Agreement:



 


		(a)	Upon expiration or termination of this Agreement, all rights herein granted to Canterbury shall revert to JJC: any unpaid portion
of Payments due shall be immediately due and payable to each of the Parties, subject to receipt of funds from customers;



 


		(b)	Such termination shall be without prejudice to any rights and/or claims that the Parties may have against each other at the
time of termination and thereafter and neither Party shall be relieved of its obligations hereunder following termination of this
Agreement;



 



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		(c)	Canterbury, its receivers, representatives, trustees, agents, administrators, successors, and/or assigns shall have no right
to sell, exploit or in any way deal with the Trademarks or Products or any carton, container, packing or wrapping material, advertising,
promotional and display material pertaining thereto which bears or is associated with the Trademarks or any part thereof, except
with and at all times subject to such prior written consent and prior written instructions as JJC may give from time to time.



 


		7.6	No Damages Merely Because of Termination. The Parties shall not, by reason only of the expiration or termination of
this Agreement be liable to the other for compensation, reimbursement or damages on any account, whether for loss of prospective
revenues, on account of expenditures, investments, leases or commitments in connection with the use of the Trademarks or otherwise.



 


		8.	INDEMNIFICATION



 


		8.1	Canterbury shall indemnify and hold JJC and its affiliates, as well as their respective officers, directors, agents, employees,
successors and assigns, harmless from and against any and all claims, suits, damages, liabilities, costs and expenses including,
but not limited to, court costs, reasonable attorney fees, arising out of, based on or in any other manner related to:



 


		(a)	The breach of any representation or warranty or obligation of Canterbury under this Agreement;



 


		(b)	Any use by Canterbury of the Trademarks which is not permitted by or not in accordance with this Agreement;



 


		(c)	Any defect or alleged defect in the Products or Services, including without limitation, injuries to any persons arising therefrom;



 


		(d)	The design, manufacture, distribution, promotion or sale of the Products or Services including without limitation infringement
of patents or misappropriation of Intellectual Property of a third party,



 


		(e)	Any claims by third parties against JJC arising out of this Agreement, except to the extent such claims directly result from
JJC breach of its warranties or representations.



 


		8.2	JJC shall indemnify and hold Canterbury and its affiliates, as well as their respective officers, directors, agents, employees,
successors and assigns, harmless from and against any and all claims, suits, damages, liabilities, costs and expenses including,
but not limited to, court costs, reasonable attorney fees, arising out of, based on or in any other manner related to:



 


		(a)	The breach of any representation or warranty or obligation of JJC under this Agreement;



 



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		(b)	Judgments arising out of any assertion or allegation by any persons, entities or governmental agencies that the Trademarks
used by Canterbury under this Agreement infringe any trademark, trade name or any other personal property of a third party.



 


		8.3	Notification. A party (the “Notifying Party”) shall promptly notify the other party (the “Indemnifying
Party”) of the existence of any claim, demand or other action giving rise to a claim for indemnification under this Agreement
which involves a third party (“Third Party Claim”) and shall give the Indemnifying Party a reasonable
opportunity to defend the same at its own expense and with its own counsel, provided that the Notifying Party shall at all times
have the right to participate in such defense at its own expense.



 


		8.4	Assistance. Each party shall make available to the other, at the other’s expense, such information and assistance
as the other shall reasonably request in connection with the defenses of a Third Party Claim threatened or filed in connection
with any activities conducted hereunder.



 


		9.	INSURANCE



 


		9.1	Insurance. The Parties shall obtain and maintain in full force throughout the term of this Agreement insurance coverage
for its operations consisting of Commercial Liability Insurance including Products Liability Insurance in the amount of not less
than Two Million Canadian dollars (CAD $2,000,000) per occurrence, $2,000,000 Products Liability Aggregate, for the first fifty
thousand (50,000) pounds per annum of manufacturing volume to be increased by one million Canadian dollars (CAD$1,000,000) increments
for every 50,000 pounds per annum in additional manufacturing volume or fraction thereof. The Parties agree that the maximum coverage
will be set at Five Million Canadian Dollars (CAD $5,000,000) per occurrence, $5,000,000 Products Liability Aggregate. The Parties
agree to add the other as Additional insured on their comprehensive General Liability policy and to provide thirty (30) days
written notice of cancellation or material change to policy. Upon request, a Party shall provide the requesting Party with a certificate
of insurance from its insurer or broker, evidencing that insurance coverage as described herein is in effect.



 


		10.	LIMITATION OF LIABILITY



 


		10.1	Limitation Of Liability. In no event will either Party be liable to the other for any special, incidental, or consequential
damages, whether based on breach of contract, tort, product liability, or otherwise, and whether or not such Party has been advised
of the possibility of such damages. The Parties have agreed that the limitations specified in this Section 10 will survive
and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.



 



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		11.	CONFIDENTIALITY



 


		11.1	Confidentiality. Neither Party shall export, transmit or otherwise disclose to any third party, other than its representatives,
any technical or proprietary data it may acquire pursuant to this Agreement which is not generally available to the public, whether
or not a trade secret, and which consists of information of any kind which can be used or adapted for use in the design, production,
manufacture, utilization, or reconstruction of the Products and Services (whether such information be in tangible form, or the
direct product of any such technical skills, except with the prior written consent and approval of the other Party.



 


		12.	GENERAL PROVISIONS



 


		12.1	Relationship of the Parties. Nothing contained in this Agreement shall be construed to constitute the Parties hereto
as partners or as joint venturers, or either as agent of the other and Canterbury may not obligate or bind JJC in any manner.



 


		12.2	Accrual of Goodwill. Canterbury expressly recognizes and agrees that any and all goodwill associated with the Trademarks,
including any goodwill with respect thereto which might be deemed to have arisen from JJC activities hereunder shall ensure directly
and exclusively to the benefit of and shall belong solely to JJC, irrespective of whether or not such activities are in compliance
with the terms of this Agreement, Canterbury expressly recognizes and agrees that should any right, title or interest in or to
the Trademarks become vested in it by operation of law or otherwise, if shall hold the same in trust for JJC and shall, at the
request of JJC forthwith unconditionally assign any such right, title or interest to JJC.



 


		12.3	Force Majeure. In the event that either Party is prevented from performing its obligations under this Agreement due
to an occurrence beyond its control (an “Event of Force Majeure”), such as acts of God, fire, acts of war or
terror, or acts of governments or government agencies or other authorities having jurisdiction, then such prevention shall not
be construed to be a default under this Agreement. The Party so prevented shall give notice to the other Party of such events as
soon as reasonably possible and both Parties shall use their reasonable best efforts to comply with the terms of this Agreement
notwithstanding such prevention. In no event shall labor shortages, strikes, lockouts or walkouts be construed as an Event of Force
Majeure.



 


		12.4	Assignment. Neither Party may assign or subcontract its obligations under this Agreement without the other party’s
prior written consent, which may not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign all or substantially
all of its business in this Agreement to a successor, including by way of reorganization or amalgamation. This Agreement shall
enure to the benefit of and be binding on the Parties and their respective successors and permitted assigns.



 



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		12.5	Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British
Columbia, without regard to the conflict of laws or choice of law principles thereof.



 


		12.6	Arbitration. Any controversy between the parties hereto arising out of or in connection with this Agreement will be
submitted and resolved exclusively by confidential and binding arbitration. The arbitration will be initiated and conducted in
the Province of British Columbia.



 


		12.7	Attorney Fees. If any action at law or in equity, including an action for declaratory relief, is brought to arbitration
in order to enforce or interpret the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’
fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other
relief to which that Party may be entitled.



 


		12.8	Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument. This Agreement will become binding when one or more counterparts
hereof, individually or taken together, bear the signatures of both parties reflected hereon as signatories and have been delivered
by the parties to each other.



 


		12.9	Construction of Agreement. This Agreement has been negotiated by the respective parties hereto and their attorneys and
the language hereof will not be construed for or against either party. A reference to a Section or an Exhibit will mean a Section
in, or Exhibit to, this Agreement unless otherwise explicitly provided herein.



 


		12.10	Notices. Any notice or other communication required or permitted to be give under this Agreement will be in writing,
will be delivered by personal deliver, overnight courier service, certified or registered mail, postage prepaid, or by facsimile,
and will be deemed given (a) upon deliver, if delivered personally, (b) one business day after despite with an international
overnight courier service for overnight deliver or (c) one business day after transmission by facsimile with confirmation
or receipt, and (d) seven business days after deposit in the mails, if mailed by registered or certified mail, postage prepaid,
to the address listed in the opening paragraph of this Agreement. Or to such other address as a party may have furnished to the
other parties in writing pursuant to this Section, except that notices of change of address will only be effective upon receipt.



 


		12.11	Amendments and Waivers. Any term of this Agreement may be amended and the observance or any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent
of the party to be bound by such waiver. The waiver by a party of any breach hereof or default in the performance hereof will not
be deemed to constitute a waiver or any other default or any succeeding breach or default. The failure of any party to enforce
any of the provisions hereof will not be construed to be a wavier or the right of such party thereafter to enforce such provisions.



 



    	14



    	 



    

		12.12	Severability. If any provisions of this Agreement, or the application thereof, will for any reason and to any extent
be determined to be invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons
or circumstances will be interpreted so as reasonable to give effect the intent of the parties hereto. The parties further agree
to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to
the extent possible, the economic, business and other purposes of the void or unenforceable provision, or to other construe such
provision in a manner that render is valid and enforceable.



 


		12.13	Other Remedies. Except as otherwise provided herein, and all remedies herein expressly conferred upon a party will be
deemed cumulative with and not exclusive or any other remedy conferred hereby or by law on such party, and the exercise of any
one remedy will not preclude the exercise of any other.



 


		12.14	Entire Agreement. This Agreement, the Schedules and Exhibits hereto, the other written agreements explicitly referred
to herein and the schedules and exhibits thereto, when taken together, constitute the entire understanding and agreement of the
parties hereto with respect to the subject matter hereof and superseded all prior and contemporaneous agreements or understandings,
inducements or conditions, express or implied, written or oral, between the parties with respect hereto.



 


		12.15	Further Assurances. From and after the date of this Agreement, upon the request of either part, each part will execute
and deliver such instruments, documents or other wittings as may be reasonable necessary or desirable to confirm and carry out
and to effectuate fully the intent and proposes of this Agreement.



 


		12.16	Headings. The headings in this Agreement are included for convenience only and neither affects the construction or interpretation
of any provision in this Agreement nor affects any of the rights or obligations of the parties to this Agreement.



 


IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized representatives as of the Effective Date.


 


	JAMMIN JAVA CORP	 	CANTERBURY COFFEE CORPORATION
	 	 	 
	By:	/s/ Anh Tran	 	By:	/s/ Rosemarie Ho
	 	 Anh Tran	 	 	 Rosemarie Ho
	 	 Director	 	 	  Senior Vice President



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EXHIBIT A


 


TRADEMARKS


 


1.MARLEY COFFEE


 


2.MARLEY COFFEE STIR IT UP


 



    	16



    	 



    

 





SCHEDULE A

PRICING AND ORDER MANAGEMENT


 


Under the Direct Distribution Arrangement, the prices for the
Products shall be as shown in Line 1-Direct and shall be FOB Canterbury Plant. Under the Broad Distribution Arrangement, the prices
shall be as shown in Line 2-Broad and FOB Destination. All prices are effective as at January 1, 2012.


 


Marley Coffee Pricing


 


	 	 	Pre-	 	Buffalo	 	Lively	 	Mystic	 	One	 
	 	 	Pack	 	Soldier	 	Up	 	Morning	 	Love	 
	 	 	82760	 	82770	 	82772	 	82774	 	82776	 
	Green Cost per lb (Roasted for Pre-Pack)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	 	 	 	 	[***]	 	[***]	 	[***]	 	[***]	 
	Shrinkage Cost per LB (Shrinkage %)	 	 	 	[***]	 	[***]	 	[***]	 	[***]	 
	Royalty Fee per LB	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Hand Pack per LB ([***] per bag)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Toll Fee per LB	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Additional Packaging & Labour (labels)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Admin Fee per LB	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Volume Rebate	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Market Price Rebate	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Cost per LB (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Freight Charge per LB	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Cost per LB (Line 2 - Broad)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Cost per 12-oz BAG (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Cost per 12-oz BAG (Line 2 - Broad)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 


  


	 	 	Simmer	 	Buffalo	 	Lively	 	Mystic	 	One	 	Simmer	 
	 	 	Down	 	Soldier	 	Up	 	Morning	 	Love	 	Down	 
	 	 	82778	 	82780	 	82782	 	87284	 	82786	 	82788	 
	Green Cost per lb (Roasted for Pre-Pack)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Shrinkage Cost per LB (Shrinkage %)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Royalty Fee per LB	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Hand Pack per LB ([***] per bag)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Toll Fee per LB	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Additional Packaging & Labour (labels)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Admin Fee per LB	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Volume Rebate	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Market Price Rebate	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Cost per LB (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Freight Charge per LB	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Cost per LB (Line 2 - Broad)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cost per 12-oz BAG (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 
	Cost per 12-oz BAG (Line 2 - Broad)	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 


 


 



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SCHEDULE A


 


Jammin Java Pricing


 


	 	 	Lion’s Blend
 Office Pack	 	Lion’s Blend
 Office Pack	 	Mountain Roast
 SWP Decaf 	 
	 	 	#25170
 (32 x 2.5oz)	 	#25172
 (18 x 2.5oz)	 	#25174 
 (18 x 2.5oz)	
	 	 	 	 	 	 	 	 
	Green Cost per lb (Roasted for Pre-Pack)	 	[***]	 	[***]	 	[***]	 
	Shrinkage Cost per LB (Shrinkage %)	 	[***]	 	[***]	 	[***]	 
	Royalty Fee per LB	 	[***]	 	[***]	 	[***]	 
	Additional Packaging per LB	 	[***]	 	[***]	 	[***]	 
	Hand-labeling per LB ([***] per label)	 	[***]	 	[***]	 	[***]	 
	Toll Fee per LB	 	[***]	 	[***]	 	[***]	 
	Admin Fee per LB	 	[***]	 	[***]	 	[***]	 
	Volume Rebate per LB	 	[***]	 	[***]	 	[***]	 
	Market Price Rebate per LB	 	[***]	 	[***]	 	[***]	 
	Cost per LB (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 
	Cost per CASE (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 
	Freight Charge per LB	 	[***]	 	[***]	 	[***]	 
	Cost per LB (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 
	Cost per CASE (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 
	 	 	 	 	 	 	 	 
	Cost per 2.5oz BAG (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 
	Cost per 2.5oz. BAG (Line 2 - Broad)	 	[***]	 	[***]	 	[***]	 





 


	 	 	Kingston
 City Roast

    Espresso 
 #15008 
 (6 x 1kg)	 	Lion’s Blend
 
 

    #15010
 (6 x 1kg)	 	Mountain
 Roast SWP
 Decaf
 #15012
 (6 x 1kg)	 
	 	 	 	 	 	 	 	 
	Green Cost per lb (Roasted for Pre-Pack)	 	[***]	 	[***]	 	[***]	 
	Shrinkage Cost per LB (Shrinkage %)	 	[***]	 	[***]	 	[***]	 
	Royalty Fee per LB	 	[***]	 	[***]	 	[***]	 
	Additional Packaging per LB	 	[***]	 	[***]	 	[***]	 
	Hand-labeling per LB ([***] per label)	 	[***]	 	[***]	 	[***]	 
	Toll Fee per LB	 	[***]	 	[***]	 	[***]	 
	Admin Fee per LB	 	[***]	 	[***]	 	[***]	 
	Volume Rebate per LB	 	[***]	 	[***]	 	[***]	 
	Market Price Rebate per LB	 	[***]	 	[***]	 	[***]	 
	Cost per LB (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 
	Cost per CASE (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 
	Freight Charge per LB	 	[***]	 	[***]	 	[***]	 
	Cost per LB (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 
	Cost per CASE (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 
	 	 	 	 	 	 	 	 
	Cost per 1kg BAG (Line 1 - Direct)	 	[***]	 	[***]	 	[***]	 
	Cost per 1kg BAG (Line 2 - Broad)	 	[***]	 	[***]	 	[***]	 



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SCHEDULE A


 


Order Management


 


		o	Order Lead Time: Ten (10) working days



 


		o	Unless under a separate supply agreement, prices are subject to change with 30 days written notice, when influenced by green
coffee market conditions



 


		o	Minimum roast batch size is approximately [***] lbs per SKU, roast to order



 


		o	Minimum shipment: [***] cases assorted products



 








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