TULLY?S COFFEE CORPORATION STOCK PURCHASE WARRANT

Exhibit 4.2 (d)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

TULLY’S COFFEE CORPORATION

STOCK PURCHASE WARRANT

This Warrant is issued to Benaroya Capital Company, L.L.C. (“ Holder ”) by Tully’s Coffee Corporation, a Washington corporation (the “ Company ”), for good and valuable consideration, in connection with Holder’s loan to the Company in the amount of $4,000,000 pursuant to the terms of that certain Secured Promissory Note (the “ Note ”) of even date herewith. The number and class of shares of the Company’s capital stock for which this Warrant is to be exercisable, and the exercise price, is as set forth herein.

1. Exercisability . This Warrant shall first become exercisable on the earliest to occur of the following:

(a) immediately prior to the completion of the Company’s first underwritten public offering of common stock;

(b) immediately prior to a Change of Control Event (as defined in Section 4(c) hereof); or

(c) one year from the Date of Issuance.

2. Right to Purchase Shares . Subject to the terms and conditions set forth herein, the holder of this Warrant or its registered assigns (the “ Registered Holder ”) is entitled to purchase from the Company, at any time following the date upon which it first becomes exercisable pursuant to Section 1 above and on or before the Expiration Date (as defined in Section 8 below), 99,291 shares of common stock of the Company (the “ Warrant Stock ”) at an exercise price per share of $0.33 (the “ Exercise Price ”).

3. Exercise.

(a) Manner of Exercise . This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s

duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the Exercise Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise. The Exercise Price may be paid by cash, check or wire transfer of immediately available funds, or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder.

(b) Effective Time of Exercise . Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 3(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates.

(c) Net Issue Exercise .

(i) In lieu of exercising this Warrant in the manner provided above in Section 3(a), the Registered Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such net issue exercise election in the form appended hereto as Exhibit B in which event the Company shall issue to such Holder a number of shares of Warrant Stock computed using the following formula:

(ii) For purposes of this Section 3(c), the fair market value of Warrant Stock on the date of calculation shall mean with respect to each share of Warrant Stock:

(A) if the Warrant Stock is traded on an exchange or is quoted on the Nasdaq Stock Market, the average of the closing or last sale price of the Warrant Stock reported for the five business days immediately preceding the date of net issuance exercise;

(B) if the Warrant Stock is not traded on an exchange or quoted on the Nasdaq Stock Market, but is traded in the over-the-counter market, the mean of the closing bid and asked prices of the Warrant Stock reported for the five business days immediately preceding the date of net issuance exercise;

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(C) if (A) or (B) is not applicable, the fair market value of Warrant Stock shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of common stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless the Company is at such time subject to an acquisition as described in Section 8 below, in which case the fair market value of a share of Warrant Stock shall be deemed to be the value received by the holders of such stock had this Warrant been exercised immediately prior to such acquisition.

(d) Delivery to Holder . As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten (10) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) shall direct:

(i) a certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and

(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 3(a) or 3(c) above.

4. Adjustments .

(a) Stock Splits and Dividends . If the Warrant Stock shall be subdivided into a greater number of shares or a dividend in the applicable Warrant Stock shall be paid in respect of such Warrant Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of the applicable Warrant Stock shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

(b) Reclassification, Etc . In case there occurs any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof , then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the

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stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment pursuant to the provisions of this Section 4.

(c) Change of Control . If at any time after the date of this Warrant, there is a sale, conveyance or disposal of all or substantially all of the Company’s property or business or the Company’s merger into or consolidation with any other corporation or any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of (other than a merger effected exclusively for the purpose of changing the domicile of the Company) (the “ Change of Control Event ”), then at the Registered Holder’s option, this Warrant may be exercised immediately prior to such Change of Control Event. This Warrant shall terminate upon the closing of a Change of Control Event.

(d) Adjustment Certificate . When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant to this Section 4, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Exercise Price after such adjustment and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

(e) Acknowledgement . In order to avoid doubt, it is acknowledged that the holder of this Warrant shall be entitled to the benefit of all adjustments in the number of shares of Common Stock of the Company issuable upon conversion of the applicable preferred stock of the Company which occur prior to the exercise of this Warrant, including without limitation, any increase in the number of shares of Common Stock issuable upon conversion as a result of a dilutive issuance of capital stock.

5. Transfers.

(a) Unregistered Security . Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock (together, the “ Securities ”) have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of any of the Securities in the absence of (i) an effective registration statement under the Securities Act as to such Securities and registration or qualification of such Securities under any