Jamba Juice 2006 Annual Report Download - page 22

Other than this $7,500 per-month fee, no compensation of any kind, including finder’s and consulting fees, will be paid to any of our officers and
directors, or any of their respective affiliates, for services rendered prior to or in connection with a business combination. However, these individuals will be
reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing
due diligence on suitable business combinations. Such individuals may be paid consulting, management or other fees from target businesses as a result of the
business combination, with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished
to the stockholders. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone
other than our board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is
challenged. Because none of our directors may be deemed “independent,” we will generally not have the benefit of independent directors examining the propriety
of expenses incurred on our behalf and subject to reimbursement.
During the fiscal year ended December 31, 2005, the directors did not receive any cash compensation for their service as members of the board of
directors.
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The following table sets forth information regarding the beneficial ownership of our common stock as of March 24, 2006, by:
• each person known by us, as a result of such person’s public filings with the SEC and the information contained therein, to be the beneficial owner
of more than 5% of its outstanding shares of common stock;
• each of the Company’s officers and directors; and
• all of Company’s officers and directors as a group.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common
stock beneficially owned by them.






Sapling, LLC(2) 1,111,358 5.3%
Amaranth LLC(3) 1,423,900 6.8%
John A. Griffin(4) 1,490,000 7.1%
Steven R. Berrard (5)(6) 937,535 4.5%
Thomas E. Aucamp (6)(7) 562,493 2.7%
Thomas C. Byrne (6) 562,493 2.7%
I. Steven Edelson (6) (8) 562,493 2.7%
Nathaniel Kramer (6)(9) 562,493 2.7%
Cris V. Branden (6)(10) 140,624 *
All directors and executive officers as a group (6 individuals) 3,328,131 15.8%
* Less than 1%
(1) Unless otherwise indicated, the business address of each of the individuals is 401 East Olas Blvd, Suite 1140, Fort Lauderdale, Florida 33301.
(2) Includes 572,517 shares owned by Fir Tree Recovery Master Fund, L.P. the sole member of Sapling, LLC. The business address of Sapling, LLC is
Sapling, LLC, c/o Fir Tree Recovery Master Fund LP, 535 5th Avenue, 31st Floor, New York, New York 10017. Sapling, LLC has shared voting and
dispositive power for the shares listed above. The foregoing information was derived from a Schedule 13G, as filed with the Securities and Exchange
Commission on July 13, 2005.
(3) Amaranth Advisors L.L.C. is the trading advisor for Amaranth LLC and is granted investment discretion over portfolio investments, including the
common stock held by it. Nicholas M. Maounis is the managing member of Amaranth Advisors L.L.C. and may, by virtue of his position as managing
member, be deemed to have the power to direct the vote and disposition of the common stock held for Amaranth LLC. The business address of Amaranth
LLC is c/o Amaranth Advisors L.L.C., One American Lane, Greenwich, Connecticut 06831. Amaranth LLC has shared voting and dispositive power
for the shares listed above. The foregoing information was derived from a Schedule 13G, as filed with the Securities and Exchange Commission on
December 2, 2005.
(4) Includes 923,800 shares owned by Blue Ridge Capital Holdings LLC and 566,200 shares owned by Blue Ridge Capital Offshore Holdings LLC.
Mr. Griffin is the Managing Member of Blue Ridge Capital Holdings LLC and Blue Ridge Capital Offshore Holdings LLC, and in that capacity directs
their operations. Blue Ridge Capital Holdings LLC is the general partner of Blue Ridge Limited Partnership and has the power to direct the affairs of Blue
Ridge Limited Partnership, including decisions respecting the receipt of dividends from and the proceeds from the sale of common stock. Blue Ridge
Capital Offshore Holdings LLC is the general partner of Blue Ridge Offshore Master Limited Partnership and has the power to direct the affairs of Blue
Ridge Offshore Master Limited Partnership, including decisions respecting the receipt of dividends from and the proceeds from the sale of common
stock. The business address for this individual is 660 Madison Avenue, 20th Floor, New York, New York 10021. The foregoing information was
derived from a Schedule 13G, as filed with the Securities and Exchange Commission on February 3, 2006.
(5) Mr. Berrard is our Chairman of the Board and Chief Executive Officer.