FORM OF COMMON STOCK PURCHASE WARRANT

Exhibit 4.2(c)

FORM OF COMMON STOCK PURCHASE WARRANT

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 OFFERED, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND REGISTRATION OR QUALIFICATION OF SUCH SECURITIES UNDER APPLICABLE STATE SECURITIES LAWS OR (2) 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 REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS.

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 Vesting Date (as defined below) until the Expiration Date (as defined below), up to             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 in whole or part on and after the Vesting Date until the Expiration Date, at a price per share (the “Exercise Price”) of the Common Stock issuable hereunder (hereinafter, “Warrant Shares”) of five cents ($0.05). The Exercise Price shall be payable by check acceptable to the Company, by cancellation by the holder of indebtedness or other obligations of the Company to the holder, or by wire transfer of immediately available funds.

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 Exercise Price for the number of Warrant Shares being purchased upon exercise of this Warrant, at the Company’s principal executive offices presently located at 3100 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

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the Warrant Shares so purchased. 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 will vest and become exercisable in full on the earliest of (i) the first anniversary of the date hereof; (ii) the merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted into other property, whether in the form of securities, cash, or otherwise; (iii) the sale or transfer of all or substantially all of the Company’s properties and assets as an entirety to any other person; (iv) the effectiveness of the registration statement relating to a Qualified Public Offering (as defined below) of the Company’s common stock; or (v) the conversion of more than 25% of the Company’s outstanding Series A preferred shares in any twelve month period (any such date, the “Vesting Date”). This Warrant is not callable or redeemable by the Company.

1.4 Term of Warrant. This Warrant shall expire and be of no further force or effect upon the earlier of:

2. Transfer; Issuance of Stock Certificates: Restrictive Legends.

2.1 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

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

2.2 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.

2.3 Compliance with Securities Laws; Restrictive Legends.

2.3.1 Compliance with Securities Laws. The holder, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the holder’s own account and not as a nominee for any other party, and for investment, and that the holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the 1933 Act or applicable state securities laws. Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

2.3.2 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 a legend 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.

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2.3.3 Warrant Legends. Except as otherwise provided in this Section 2, each Warrant issued upon transfer shall be stamped or otherwise imprinted with a legend in substantially the following form:

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 OFFERED, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND REGISTRATION OR QUALIFICATION OF SUCH SECURITIES UNDER APPLICABLE STATE SECURITIES LAWS OR (2) 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 REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS.

2.3.4 Removal of Legends. Notwithstanding the foregoing, the legend requirements of Sections 2.3.1 and 2.3.2 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 Price: Adjustment of Number of Shares. The Exercise Price set forth in Section 1 hereof and the number of shares purchasable hereunder shall be subject to adjustment from time to time as hereinafter provided.

3.1.1 St