COMMON STOCK PURCHASE WARRANT

Exhibit 4.2(a)

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

WARRANT NO.              , [DATE]

COMMON STOCK PURCHASE WARRANT

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

1. EXERCISE, VESTING AND EXPIRATION OF WARRANT.

1.1 EXERCISE. Subject to adjustment as hereinafter provided, the rights represented by this Warrant are exercisable on and after the date hereof (the “Exercise Date”) until the Expiration Date, at a price per share (the “Exercise Price”) of the Common Stock issuable hereunder (hereinafter, “Warrant Shares”) of Thirty-three cents ($0.33) per Warrant Share. The total Exercise

Price shall be payable in cash by certified or official bank check or immediately available funds. Alternatively, as provided in Section 8, the Holder hereof may surrender this certificate (with the form of Notice of Exercise duly executed) and direct the Company to issue the net number of Warrant Shares issuable pursuant to a Net Exercise (as defined in Section 8) of this Warrant,

in whole or in part from time to time.

1.2 PROCEDURE. Upon surrender of this Warrant with a duly executed Notice of Exercise in the form of Annex A attached hereto, together with payment of the total Exercise Price for the Warrant Shares purchased (or, if applicable, instructions with respect to a Net Exercise in accordance with Section 8), at the Company’s principal executive offices presently located at 2010 Airport Way South, Seattle, WA, 98134, or at such other address as the Company shall have advised the holder in writing (the “Designated Office”), the holder shall be entitled to receive a certificate or certificates for the Warrant Shares so purchased. The Company agrees that the Warrant Shares shall be deemed to have been issued to the holder as of the close of business on the date on which this Warrant shall have been surrendered together with

the Notice of Exercise and payment for such Warrant Shares.

1.3 VESTING. This Warrant is fully vested and is not callable or redeemable by the Company.

1.4 TERM OF WARRANT. This Stock Purchase Warrant (hereinafter, this “Warrant”) shall expire and be of no further force or effect upon the earlier of:

(a) the tenth (10th) anniversary of the date hereof (the “Expiration Date”); or

(b) the completion by the Company of a “Qualified Public Offering” (as defined herein) provided, that the Company shall deliver to the Holder notice of the Qualified Public Offering, and the Holder’s right to exercise the Warrants, no less than thirty (30) days before the date scheduled for the effectiveness of the Registration Statement relating thereto. For purposes of this subsection 1.4(b), “Qualified Public Offering” shall mean the consummation of the Corporation’s first sale of its Common Stock to the public pursuant to a registration statement on Form S-1 or Form SB-2 (or any successor form) under the Securities Act of 1933, as amended, at an aggregate price to the public of at least $15 million and a per share price to the public of at least $5 (as adjusted for stock splits, combinations, recapitalizations and the like).

2. TRANSFER; ISSUANCE OF STOCK CERTIFICATES: RESTRICTIVE LEGENDS.

2.1 RESTRICTIONS ON TRANSFER. These Warrants were issued as part of certain “investment units” consisting of the Warrants and shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”). The Warrants are non-detachable from the shares of Preferred Stock forming the other part of the Units and may not be sold, transferred or hypothecated except in conjunction a simultaneous transfer of the shares of Preferred Stock to which the Warrants are attached.

2.2 TRANSFER. Subject to compliance with the restrictions on transfer set forth in this Section 2 and the legends set forth below, each transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the Designated Office, together with a written assignment of this Warrant in the form of Annex B attached hereto duly executed by the holder or its agent or attorney. Upon such surrender and delivery, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, if any. A Warrant, if properly assigned in compliance with the provisions hereof, may be exercised by the new holder for the purchase of Warrant Shares without having a new Warrant issued. Prior to due presentment for registration of transfer thereof, the Company may deem and treat the registered holder of this Warrant as the absolute owner hereof (notwithstanding any notations of ownership or writing thereon made by anyone other than a duly authorized officer of the Company) for all purposes and shall not be affected by any notice to the contrary. All Warrants issued upon any assignment of Warrants shall be the valid obligations of the Company, evidencing the same rights, and

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entitled to the same benefits as the Warrants surrendered upon such registration of transfer or exchange.

2.3 STOCK CERTIFICATES. Certificates for the Warrant Shares shall be delivered to the holder within a reasonable time after the rights represented by this Warrant shall have been exercised pursuant to Section 1 (but in any event no later than twenty (20) business days thereafter), and a new Warrant representing the shares of Common Stock, if any, with respect to which this

Warrant shall not then have been exercised shall also be issued to the holder within such time period. The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder hereof including, without limitation, any documentary, stamp or similar tax that may be payable in respect thereof; provided, however, that the Company shall not be

required to pay any income tax to which the holder hereof may be subject in connection with the issuance of this Warrant or the Warrant Shares.

2.4 RESTRICTIVE LEGENDS.

2.4.1 SHARE LEGENDS. Except as otherwise provided in this Section 2, each certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with legends in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE. THESE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR EXEMPTION THEREFROM UNDER SAID ACT AND LAWS.

2.4.2 WARRANT LEGENDS. Except as otherwise provided in this Section 2, each Warrant issued upon transfer shall be stamped or otherwise imprinted with legends in substantially the following forms:

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2.4.3 REMOVAL OF LEGENDS. Notwithstanding the foregoing, the legend requirements of Sections 2.4.1(a) and 2.4.2(a) shall terminate as to any particular Warrant or Warrant Share when the Company shall have received from the holder thereof an opinion of counsel in form and substance satisfactory to the Company that such legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 2 shall terminate, the holder hereof or of Warrant Shares, as the case may be, shall be entitled to receive from the Company, without cost to such holder, a new Warrant or certificate for Warrant Shares of like tenor, as the case may be, without such restrictive legend.

3. ADJUSTMENT OF NUMBER OF SHARES; EXERCISE PRICE: NATURE OF SECURITIES ISSUABLE UPON EXERCISE OF WARRANTS.

3.1 EXERCISE PR