SHARE ISSUANCE AGREEMENT

Organization and  Corporate Power.  The Company has been duly incorporated  and  organized  and is  validly  subsisting  and in good standing under the laws of its  jurisdiction  and has full  corporate right,  power and authority to enter into and perform its  obligations under the Agreement  to which it is or shall be a party and has full corporate right, power and authority to own and operate its properties and to carry on its business;

Conflict  with Other  Instruments.  The  execution and delivery by the Company of the  Agreement  and the  performance  by the Company of its obligations  thereunder,  do not and will not:  (i)  conflict  with or result in a breach of any of the terms,  conditions or provisions  of: (A) the charter documents of the Company; (B) any law applicable to or binding on the Company; or (C) any contractual  restriction binding on or affecting the Company or its  properties  the breach of which would have a material adverse effect on the Company;  or (ii) result in, or require or permit:  (A) the  imposition of any lien on or with respect to the properties now owned or hereafter  acquired by the Company;  or (B) the acceleration of the maturity of any debt of the Company, under any contractual provision binding on or affecting the Company;

Consents Official Body Approvals. The execution and delivery of the Agreement and the performance by the Company of its obligations thereunder have been duly authorized by all necessary action on the part of the Company,  and no Consent under any applicable law and no registration, qualification, designation, declaration or filing with any official body having jurisdiction  over the  Company is or was necessary therefor. The Company possesses all Consents, in full force and effect, under any applicable Law which are necessary in connection with the operation of its business, the non-possession of which could reasonably be expected to have a material adverse effect on the Company;

Execution of Binding Obligation. The Agreement has been duly executed and  delivered by the Company and, when duly executed by the Company and delivered for value, the Agreement will constitute legal, valid and binding obligations of the Company, enforceable against the Company, in accordance with its terms;

No Litigation.  There are no actions, suits or proceedings pending or, to the knowledge of the Company, after due inquiry, threatened against or affecting the Company (nor, to the knowledge of the Company,  after due  inquiry,  any basis  therefor)  before any official body having jurisdiction  over the Company  which  purport to or do challenge the validity or propriety of the  transactions  contemplated  by the Share Issuance the Company,  which if adversely  determined could reasonably be expected to have a material adverse effect on the Company;

Absence of  Changes. Since the date of the most recently delivered financial statements of the Company, the Company has carried on its business, operations and affairs only in the ordinary and normal course consistent with past practice.

(a)  

At the time the buy order for the Securities was originated, Subscriber was outside the United States.

(b)  

Subscriber is purchasing the Securities for his, her or its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States.

(c)  

All offering documents received by the Subscriber include statements to the affect that the securities have not been registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the 1933 Act or an exemption from the registration requirement is available.

(d)  

Subscriber has been informed that the Securities will not be registered in the United States under the 1933 Act, and are being offered and sold pursuant to this Agreement in reliance on an exemption from the registration requirements of the 1933 Act for non-public offerings.

(e)  

Subscriber and/or Subscriber’s advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of the Company concerning the Offering.  The Subscriber acknowledges that, in making the decision to purchase the Securities, it has relied solely upon independent investigations made by it and not upon any representations made by the Company with respect to the Company or the Securities, including but not limited to tax matters, except for the representations and warranties in this Agreement;

(f)  

The undersigned recognizes that the Securities have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless resale of such Securities are registered under the Act or unless an exemption from registration is available; no public agency has passed upon the fairness of the terms of the Offering; the undersigned may not sell the Securities without registering them under the Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale;

(g)  

The undersigned is acquiring the Securities for his, her or its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and he, she or it does not presently have any reason to anticipate any change in his, her or its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his, her or its sale or distribution of the Securities.  No one other than the undersigned has any beneficial interest in said securities. The Purchaser is purchasing the Securities for his, her, or its account for the purpose of investment and not (i) with a view to, or for sale in connection with, any distribution thereof; or (ii) for the account or on behalf of any U.S. Person;

(h)  

The undersigned recognizes that the investment herein is a speculative venture and that the total amount of funds tendered to purchase Securities is placed at risk and may be completely lost.  The purchase of Securities as an investment involves special risks;

(i)  

 The undersigned realizes that the Securities cannot readily be sold as they will be restricted securities and therefore the Securities must not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide for current needs and possible personal contingencies;

(j)  

The undersigned confirms and represents that he, she or it is able (i) to bear the economic risk of his, her or its investment, (ii) to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss of his, her or its investment.  The undersigned also represents that he, she or it has (i) adequate means of providing for his, her or its current needs and possible personal contingencies, and (ii) has no need for liquidity in this particular investment;

(k)  

The undersigned understands that the ability to transfer the Securities will be restricted which includes restrictions against transfers unless the transfer is effected in compliance with the 1933 Act and applicable state securities laws (including investment suitability standards); that the Company will consent to a transfer of the Securities only if the transferee represents that such transferee meets the suitability standards required of an initial subscriber and that the Company has the right, in its sole discretion, to refuse to consent to the transfer of the Securities;

(l)  

The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from or non-application of the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Securities. All information which the undersigned has provided to the Company concerning the undersigned's financial position and knowledge of financial and business matters is correct and complete as of the date hereof, and if there should be any material change in such information prior to acceptance of this Agreement by the Company, the undersigned will immediat ely provide the Company with such information;

(m)  

The Purchaser (i) will not, during the period commencing on the date of the closing of this Offering (the “Closing Date”) and ending 40 days after the Closing Date (the "Restricted Period"), offer or sell or agree to sell the Securities in the United States, to a U.S. Person or for the account or benefit of a U.S. Person or other than in accordance with Rule 903 or 904, as applicable, of Regulation S; and (ii) will, after the expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Securities or the common stock issuable upon the exercise of the Securities only pursuant to registration under the 1933 Act or an available exemption therefrom and, in any case, in accordance with applicable federal and state securities laws;

(n)  

The Purchaser and its affiliates have been advised of and are familiar with, have complied, and will comply, with the offering restrictions, and any other requirements, of Regulation S;

(o)  

The transactions contemplated by this Agreement (i) have not been pre-arranged by the Purchaser with a purchaser located in the United States which is a U.S. Person, and (ii) are not part of a plan or scheme by the Purchaser to evade the registration provisions of the 1933 Act;

(p)  

Neither the Purchaser nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period (or thereafter unless in accordance with Regulation S) enter into, with any U.S. Person, any put option, short position or other similar instrument or position with respect to the Securities or securities into which the Securities are convertible;

(q)  

The undersigned is not an “affiliate” of the Company, defined as any individual or entity controlling, controlled by or under common control with the Company;

(r)  

The Subscription hereunder is irrevocable by Investor, that, except as required by law, Investor is not entitled to cancel, terminate or revoke this Agreement or any agreements of Investor hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Investor and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns.  If Investor is more than one person, the obligations of Investor hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assi gns.

(s)  

 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment purposes; or any recommendations or endorsements of the Securities.

(t)  

 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation S thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Investor herein.

(u)  

It is understood that in order not to jeopardize the Offering’s exempt status under Section 4(2) of the Securities Act and/or Regulation S of the Securities Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.

THE SUBSCRIBER

STRAIGHT PATH CAPITAL

JAMMIN JAVA CORP.

By: /s/ Raymond Hall

By: /s/ Anh Tran

Raymond Hall

Vice President

Business Development

Authorized Signing Officer

DATE OF NOTICE:

Remaining amount to be Invested under

the Share Issuance: