Prepared by MERRILL CORPORATION www.edgaradvantage.com




QuickLinks
 -- Click here to rapidly navigate through this document

 
 

TULLY'S COFFEE CORPORATION
  
    REGISTRATION RIGHTS AGREEMENT    
  


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


 
 

RECITALS    
  


    WHEREAS, each Subscriber has agreed, pursuant to a Subscription Agreement entered into with the Company, to purchase promissory notes, convertible to the
Company's Series A Preferred Stock, in the aggregate face amount of up to $5,304,340 (the "Note") and Warrant ("Warrants") to be paid in lieu of interest. As a condition to such investment, the
Subscribers have requested, and the Company has agreed to grant the Subscribers, certain registration rights, as more particularly set forth herein; 


    NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto further agree as follows: 



1.  Registration Rights


    1.1.  Certain Definitions.  As used in this Agreement, the following terms shall have the meanings set
forth below: 



    (a) "Commission"
shall mean the U.S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. 


    (b) "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as
the same shall be in effect from time to time. 


    (c) "Holder"
shall mean any Subscriber who holds Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this
Agreement have been transferred in compliance with Section 1.11 hereof. 


    (d) "Initiating
Holders" shall mean any Holder or Holders who in the aggregate hold not less than twenty-five percent (25%) of the outstanding Registrable
Securities. 


    (e) "Other
Shareholders" shall mean persons other than Subscribers who, by virtue of agreements with the Company, are entitled to include their securities in certain
registrations hereunder. 


    (f)  "Registrable
Securities" shall mean (i) shares of Common Stock issued or issuable pursuant to the conversion of the Series A Stock and shares of
Common Stock issued or issuable on conversion of the Note, as applicable, (ii) shares of Common Stock issued pursuant to the exercise of the Warrants, and (iii) any Common Stock issued
as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) above, provided, however, that Registrable Securities shall not include
any shares of Common Stock which have previously been registered or which have been sold to the public, or which have been sold in a private transaction in which the transferor's rights under this
Agreement are not assigned. 


    (g) The
terms "register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the
Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement. 


    (h) "Registration
Expenses" shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and expenses of any regular or special audits incident to
or required by any 






 


such registration, but shall not include Selling Expenses, fees and disbursements of counsel for the Holders and the compensation of regular employees of the Company, which shall be paid in any event
by the Company. 


    (i)  "Rule 144"
shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission. 


    (j)  "Rule 145"
shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission. 


    (k) "Securities
Act" shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the
same shall be in effect from time to time. 



    (l)  "Selling
Expenses" shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and, except
as provided in Section 1.4, fees and disbursements of counsel for any Holder. 




    1.2.  Requested Registration.  



    (a)  Request for Registration.  If the Company shall receive from Initiating Holders at any time or times
not earlier than six (6) months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general
public, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities the Company will: 



    (i)  promptly
give written notice of the proposed registration to all other Holders; and 


    (ii) as
soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate
qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such
portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are
specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. 





    The
Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: 





    (A) In
any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration,
qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 



    (B) After
the Company has initiated two such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been
declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the
Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); 


    (C) During
the period starting with the date sixty (60) days prior to the Company's good faith estimate (as set forth in a certificate of the President of the
Company to the Initiating Holders) of the date of filing of, and ending on a date one hundred eighty 





2





 




(180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration
statement to become effective; or 


    (D) If
the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a
request made under Section 1.5 hereof; 





    (b) Subject
to the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registrable Securities so requested to
be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders may, subject
to the provisions of Section 1.2(b) and 1.13 hereof, include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the
Company being sold for the account of the Company. 


    (c)  Underwriting.  If the Initiating Holders request that a registration hereunder be firmly
underwritten by underwriters selected by the Initiating Holders (subject to the reasonable approval of the Company), the right of any other Holder to registration pursuant to Section 1.2 shall
be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating
Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. Subject to Sections 1.2(d) and 1.13, a Holder may elect to include in such underwriting all or
a part of the Registrable Securities he holds. 


    (d)  Procedures.  If the Company shall request inclusion in any registration pursuant to
Section 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any such registration, the Initiating Holders shall, on behalf of all Holders, offer to
include such securities in the underwriting (if applicable) and may condition such offer on their acceptance of the further applicable provisions of this Section 1 (including
Section 1.12). If the registration involves an underwriting, the Company shall (together with all Holders and other persons proposing to distribute their securities through an underwriting)
enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders,
which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative of the underwriters advises the Initiating Holders in
writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth
in Section 1.13 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded
therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other
securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in
such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(d), then the Company shall offer to all holders who have retained rights to include
securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among
such Holders requesting additional inclusion in accordance with Section 1.13. 




    1.3.  Company Registration.  



    (a) If
the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders exercising their
respective demand registration rights 



3





 


(other than pursuant to Section 1.2 or 1.5 hereof), other than a registration relating solely to employee benefit plans or a registration relating solely to a Rule 145 transaction, the
Company will: 



    (i)  promptly
give to each Holder written notice thereof; and 


    (ii) use
its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in
Section 1.3(b) below, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder and received by the Company within
ten (10) days after the written notice from the Company described in clause (i) above is mailed or delivered by the Company. Such written request may specify all or a part of a Holder's
Registrable Securities. 




    (b)  Underwriting.  If the registration of which the Company gives notice is for a registered public
offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In such event, the right of any Holder to
registration pursuant to this Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the
Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the
underwriter or underwriters selected by the Company. 




    Notwithstanding
any other provision of this Section 1.3, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on
the number of shares to be underwritten, the representative may (subject to the limitation set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be
included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included
in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.13. If any person does not
agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration. 


    If
shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of
marketing factors, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in
an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 1.13 hereof. 


    1.4.  Expenses of Registration.  All Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Sections 1.2, 1.3 and 1.5 hereof, and reasonable fees of one counsel for the selling Holders (selected by a majority in interest of the Initiating Holders) in
the case of registrations pursuant to Section 1.2 shall be borne by the Company; provided, however, that if the Holders bear the Registration Expenses for any registration proceeding begun
pursuant to Section 1.2 and subsequently withdrawn by the Holders registering shares therein, such registration proceeding shall not be counted as a requested registration pursuant to
Section 1.2 hereof. Furthermore, in the event that a withdrawal by the Holders is based upon material adverse information relating to the Company that is different from the information relating
to the Company known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 1.2, such
registration shall not be treated as a 


4





 


counted registration for purposes of Section 1.2 hereof, even though the Holders do not bear the Registration Expenses for such registration. All Selling Expenses relating to securities so
registered shall be borne by the holders of such securities pro rata on the basis of the number of shares of securities so registered on their behalf, as shall any other expenses in connection with
the registration required to be borne by the Holders of such securities. 


    1.5.  Registration on Form S-3.  



    (a) After
its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor
form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of
Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to
be disposed of and the intended methods of disposition of such shares by such Holders or Holders); provided, however, that the Company shall not be obligated to effect any such registration
(i) unless the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other
securities (if any) on Form S-3 at an aggregate price to the public of at least $1,000,000, or (ii) in the event that the Company shall furnish the certification described in
paragraph 1.2(a)(ii)(C), or (iii) in a given twelve-month period, the Company has effected one (1) such registration in such period or (iv) it is it be effected more than
five (5) years after the Company's initial public offering. 


    (b) If
a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and
(ii) and Section 1.2(b) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to
such registration. 




    1.6.  Registration Procedures.  In the case of each registration effected by the Company pursuant to
Section 1, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its best efforts
to: 



    (a) Keep
such registration effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in
the registration statement relating thereto, whichever first occurs; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the
Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock or other securities of the Company; and (ii) in the case of any
registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if
necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that the Securities Act and rules thereunder then permit an offering on a continuous or
delayed basis on Form S-3, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit,
in lieu of filing a post-effective amendment that (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events
representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and
(II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement; 


    (b) Prepare
and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; 



5





 


    (c) Furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time
may reasonably request; 


    (d) Notify
each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under
the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the
request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement or an amendment of such prospectus as may be necessary so that, as thereafter delivered to
the purchasers of such shares, such prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or incomplete in the light to the circumstances then existing; 



    (e) Cause
all such Registrable Securities registered pursuant hereunder to be listed or quoted on each securities exchange or automated quotation system of the National
Association of Securities Dealers on which similar securities issued by the Company are then listed or quoted; 


    (f)  Otherwise
use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the
Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and 



    (g) In
connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 1.2 hereof, the Company will enter into an
underwriting agreement in a form reasonably necessary to effect the offer and sale of Registrable Securities, provided such underwriting agreement contains customary underwriting provisions and
provided further that if the underwriter so requests the underwriting agreement will contain customary contribution provisions. 




    1.7.  Indemnification.  



    (a) The
Company will indemnify each Holder, each of its officers, directors and partners, legal counsel, and accountants and each person controlling such Holder within
the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected pursuant to this Section 1 against all expenses,
claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular, or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification, or
compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation
by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration,
qualification, or compliance, and will reimburse each such Holder, each of its officers, directors, partners, legal counsel, and accountants and each person controlling such Holder for any legal and
any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided that the Company will not be liable in
any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the
Company by such Holder or underwriter and stated to be specifically for use therein. It is agreed that the indemnity 



6





 


agreement contained in this Section 1.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent
of the Company (which consent has not been reasonably withheld). 


    (b) Each
Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification, or compliance is being
effected, indemnify the Company, each of its directors, officers, partners, legal counsel and accountants, each person who controls the Company or such underwriter within the meaning of
Section 15 of the Securities Act, each other such Holder, and each of their officers, directors, and partners, and each person controlling such Holder or Other Subscriber, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement
therein not misleading, and will reimburse the Company and such Holder, Other Shareholders, director, officers, partners, legal counsel, and accountants, or control persons for any legal or any other
expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is made is such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity
with written information furnished to the Company by such Holder and stated to be specifically for use therein, provided, however, that the obligations of such Holder hereunder shall not apply to
amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 1.7 exceed the gross proceeds from the offering received by such Holder. 


    (c) Each
party entitled to indemnification under this Section 1.7 (the "Indemnified Party") shall give notice to the party required to provide indemnification
(the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of
such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claims or any litigation resulting therefrom, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the
failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 1, to the extent such failure is not
prejudicial. No Indemnifying Party, in the defense of any such claim obligation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting therefrom. 


    (d) If
the indemnification provided for in this Section 1.7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect
to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the
one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in 



7





 


such loss, liability, claim, damage, or expenses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying
Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and the opportunity to correct or prevent such statement or omission. 


    (e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in
connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 




    1.8.  Information by Holder.  Each Holder of Registrable Securities shall furnish to the Company such
information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration,
qualification, or compliance referred to in this Section 1. 


    1.9.  Limitations on Subsequent Registration Rights.  From and after the date of this Agreement, the
Company shall not, without the prior written consent of a majority in interest of the Holders, enter into any agreement with any holder or prospective holder of any securities of the Company giving
such holder or prospective holder any registration rights the terms of which are more favorable that the registration rights granted to the Holders hereunder. 


    1.10.  Rule 144 Reporting.  With a view to making available the benefits of certain rules and
regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to: 



    (a) Make
and keep public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act, at all times
from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; 


    (b) File
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after
it has become subject to such reporting requirements; 


    (c) So
long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance
with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an
offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a
Holder to sell any such securities without registration. 




    1.11.  Transfer or Assignment of Registration Rights.  The rights to cause the Company to register
securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by a Holder only to a transferee or assignee of not less than twenty-five thousand
(25,000) shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), provided that the
Company is given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities
with respect to which such registration rights are being transferred or assigned, and, provided further, that the transferee or assignee of such rights assumes in writing the obligations of such
Holder under this Section 1. 


8





 


    1.12.  "Market Stand-Off" Agreement.  If requested by the Company and an underwriter of
Common Stock (or other securities) of the Company, a Subscriber shall not sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by such Subscriber (other
than those
included in the registration) during the one hundred eighty (180) day period following the effective date of a registration statement of the Company filed under the Securities Act, provided
that: 



    (a) such
agreement shall only apply to the first such registration statement of the Company, including securities to be sold on its behalf to the public in an
underwritten offering; and 


    (b) all
Holders and officers and directors of the Company are bound by and have entered into similar agreements. 




    The
obligations described in this Section 1.12 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or similar forms that
may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future.
The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day
period. 


    1.13.  Allocation of Registration Opportunities.  In any circumstance in which all of the Registrable
Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the
Company) with registration rights (the "Other Shares") requested to be included in a registration on behalf of the Holders or Other Shareholders cannot be so included as a result of limitations of the
aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be
allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such
Holders and Other Shareholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included
in such registration, if any Holder or Other Subscriber does not request inclusion of the minimum number of shares of Registrable Securities and Other Shares allocated to him pursuant to the
above-described procedure, the remaining portion of his allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata
on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated
until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated. The Company shall
not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by Subscribers with no registration rights or to include any
other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's employee stock option plan or other equity plans or arrangements, or with respect to
registrations under Sections 1.2 or 1.5 hereof, in order to include in such registration securities registered for the Company's own account. 


    1.14.  Delay of Registration.  No Holder shall have any right to take any action to restrain, enjoin, or
otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1. 


2.  Miscellaneous


    2.1.  Governing Law.  This Agreement shall be governed in all respects by the laws of the State of
Washington, as applied to agreements among Washington residents entered into and to be performed entirely within Washington. 


9





 


    2.2.  Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall
inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 


    2.3.  Entire Agreement; Amendment; Waiver.  This Agreement constitutes the full and entire understanding
and agreement between the parties with regard to the subjects hereof and thereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated, except by a written
instrument signed by the Company and the holders of at least seventy-five percent (75%) of the Registrable Securities and any such amendment, waiver, discharge or termination shall be
binding on all the Holders, but in no event shall the obligation of any Holder hereunder be materially increased, except upon the written consent of such Holder. 


    2.4.  Notices, etc.  All notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by United States first-class mail, postage prepaid, sent by facsimile or delivered personally by hand or nationally recognized courier addressed (a) if to a Holder,
as indicated on the list of Holders attached hereto as Exhibit A, or at such other address as such Holder or permitted assignee shall have furnished to the Company in writing, or (b) if
the Company, at such address or facsimile number as the Company shall have furnished to each Holder in writing. All such notices and other written communications shall be effective on the date of
mailing, facsimile transfer or delivery. 


    2.5.  Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any
Holder, upon any breach or default of the Company under this Agreement shall impair any such rights, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or
default therefore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement or any waiver on the
part of any Holder of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either
under this Agreement or by law or otherwise afforded to any Holder, shall be cumulative and not alternative. 


    2.6.  Rights; Separability.  Unless otherwise expressly provided herein, a Holder's rights hereunder are
several rights, not rights jointly held with any of the other Holders. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby. 


    2.7.  Information Confidential.  Each Holder acknowledges that the information received by them pursuant
thereto may be confidential and for its use only, and it will not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other
person (other than its employees or agents having a need to know the contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the
Company has made such information available to the public generally or such Holder is required to disclose such information by a governmental body. 


    2.8.  Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for
convenience of reference only and are not be considered in construing or interpreting this Agreement. 


    2.9.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one instrument. 


10





 


IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement effective as of the day and year first above written. 



	 	 	TULLY'S COFFEE CORPORATION
	

 	
 	

/s/ TOM T. O'KEEFE   
 Tom T. O'Keefe, Chairman and CEO
	

 	
 	

SUBSCRIBERS
	

 	
 	

KWM INVESTMENTS LLC
	

 	
 	

By MIG Corporation, Its Manager
	

 	
 	

By:	
 	

/s/ JOSEPH D. WEINSTEIN   

	 	 	 	 	Print Name: JOSEPH D. WEINSTEIN

	

 	
 	

Its:	
 	
ASSISTANT SECRETARY





11





 
 
 

EXHIBIT A
  
    Schedule of Subscribers    
  



KWM
INVESTMENTS LLC

1200 Westlake Avenue North, Suite 100

Seattle WA 98109 


12









QuickLinks


TULLY'S COFFEE CORPORATION REGISTRATION RIGHTS AGREEMENT

RECITALS

EXHIBIT A Schedule of Subscribers