EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2006 • Java Detour Inc. • Retail-food stores • California
This employment agreement ("Agreement") is made and entered into as of the 27th day of November, 2006, by and between JDCO, Inc., a California corporation ("Corporation"), and Michael Binninger ("Executive").
JAVA DETOUR, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 20th, 2007 • Java Detour Inc. • Retail-food stores • California
JAVA DETOUR, INC. STOCK ISSUANCE AGREEMENTStock Issuance Agreement • June 20th, 2007 • Java Detour Inc. • Retail-food stores • California
AGREEMENT made as of this ____ day of ______________________, _____ by and between Java Detour, Inc., a Delaware corporation, and _____________________, Participant in the Corporation’s 2006 Equity Incentive Plan.
AGREEMENT AND PLAN OF MERGER BY AND AMONG JDCO, INC., A CALIFORNIA CORPORATION, ON THE ONE HAND AND MEDIA USA.COM, INC., A NEVADA CORPORATION, AND JAVA ACQUISITION CO., INC., A NEVADA CORPORATION, ON THE OTHER HAND DATED AS OF NOVEMBER 30, 2006Agreement and Plan of Merger • December 11th, 2006 • Java Detour Inc. • Retail-food stores • California
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is dated as of November 30, 2006, by and among JDCO, Inc., a California corporation (“JDCO”), on the one hand, and Media USA.com, Inc., a publicly traded Nevada corporation (“Media USA”), and Java Acquisition Co., Inc., a Nevada corporation and wholly-owned subsidiary of Media USA (“Merger Sub”).
WARRANT SHARE REGISTRATION RIGHTS AGREEMENTWarrant Share Registration Rights Agreement • December 11th, 2006 • Java Detour Inc. • Retail-food stores
This Warrant Share Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2006, by and among Java Detour, Inc., a Delaware corporation (the “Company”), on the one hand and the purchasers which are signatories hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”) and Hunter World Markets, Inc. (“Hunter”), on the other hand.
SHARE REGISTRATION RIGHTS AGREEMENTShare Registration Rights Agreement • December 11th, 2006 • Java Detour Inc. • Retail-food stores
This Share Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2006, by and among Java Detour, Inc., a Delaware corporation (the “Company”), on the one hand and the purchasers which are signatories hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”) and Hunter World Markets, Inc. (“Hunter”), on the other hand.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 11th, 2006 • Java Detour Inc. • Retail-food stores • California
This Securities Purchase Agreement (this “Agreement”) is dated as of November 30, 2006, by and among Java Detour, Inc., a Delaware corporation (the “Company”), JDCO, Inc., a California corporation (“JDCO”), which upon the Merger Effective Time (as defined below), became a wholly-owned subsidiary of the Company, and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”);
SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENTSecurities Purchase, Loan and Security Agreement • May 23rd, 2008 • Java Detour Inc. • Retail-food stores • California
SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May 19, 2008, by and among Java Detour, Inc. a Delaware corporation (the “Company”), on the one hand, and Java Finance, LLC, and Clydesdale Partners, LLC (“Clydesdale”), on the other hand (each a “Secured Party” and together the “Secured Parties”).
ASSET PURCHASE AGREEMENT Dated as of April 7, 2008 by and amongAsset Purchase Agreement • April 11th, 2008 • Java Detour Inc. • Retail-food stores • California
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 7, 2008, is by and among JDCO, Inc., a California corporation (“Buyer”), solely for the purposes of Article Six, Java Detour, Inc., a Delaware corporation and parent of Buyer (“Java Detour”), Java Universe, LLC, a California limited liability company (“Seller”), and solely for purposes of Article Three, Elie Samaha and Joseph Merhi, each individuals residing in California (each, a “Member” and collectively, the “Member”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 7th, 2009 • Java Detour Inc. • Retail-food stores • California
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2008 and effective as of November 30, 2008, is by and between JDCO, Inc., a California corporation (“Seller”) and Java NorCal, LLC, a California limited liability company (“Buyer”).
AGENCY, CO-OCCUPANCY AND OPERATING AGREEMENTAgency, Co-Occupancy and Operating Agreement • April 11th, 2008 • Java Detour Inc. • Retail-food stores • California
This Agency, Co-Occupancy and Operating Agreement (this “Agreement”) is executed effective as of April 7, 2008 (the “Effective Date”), by and between Demitri Samaha, an individual (“Samaha”), Samaha Foods, Inc., a California corporation (“Samaha Foods”), Java Universe, LLC, a California limited liability company (“Java Universe”), and JDCO, Inc., a California corporation (“JDCO”).
Purchase Agreement by and between JDCO, Inc. and Java Nevada, LLC July 11, 2007 AGREEMENT TO PURCHASE ALL LOCATIONS OF JAVA DETOUR, INC. IN NEVADAPurchase Agreement • August 7th, 2007 • Java Detour Inc. • Retail-food stores • Nevada
This ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 11th day of July, 2007, by and between JDCO, Inc. a California corporation, with a business address at 2121 Second Street, Suite C105, Davis, CA 95618 ("Seller") and Java Nevada, LLC a Nevada limited liability company, with a business address at 985 White Drive Ste 100, Las Vegas, Nevada 89119 ("Buyer").
TERMINATION, WAIVER AND MUTUAL RELEASETermination, Waiver and Mutual Release • April 11th, 2008 • Java Detour Inc. • Retail-food stores • California
This Termination, Waiver and Mutual Release (“Agreement”), dated April 7, 2008, is made and entered into by and between Java Universe, LLC, for itself and on behalf of its respective affiliates and related entities or corporations, and these entities’ past and present officers, directors, shareholders, employees, agents, partners, attorneys, insurers, predecessors, successors, and assigns (collectively, hereinafter “Java Universe”) on the one hand, and Java Detour Franchise Corp. (formerly known as Java Detour), a California corporation, for itself and on behalf of its respective affiliates and related entities or corporations, and these entities’ past and present officers, directors, shareholders, employees, agents, partners, attorneys, insurers, predecessors, successors, and assigns (collectively, hereinafter “Java Franchise,” and collectively with “Java Universe,” the “Released Parties”) and solely for purposes of Sections 1 and 7, Java Detour, Inc. (“Java Detour”) on the other hand
THE HAMM’S BUILDING OFFICE LEASE 1550 BRYANT STREET SAN FRANCISCO, CALIFORNIA AE-HAMM’S PROPERTY OWNER LLC —Landlord— JAVA DETOUR, INC. —Tenant—Office Lease • April 15th, 2008 • Java Detour Inc. • Retail-food stores • California
JAVA DETOUR MASTER FRANCHISE AGREEMENT FOR THE MIDDLE EASTMaster Franchise Agreement • May 2nd, 2007 • Java Detour Inc. • Retail-food stores • California
THIS MASTER FRANCHISE AGREEMENT (the "Agreement") is made this 30th day of March, 2007 by and between Java Detour, a California corporation, with its principal place of business located at 2121 Second Street, Suite C-105, Davis CA, 95616 (the "Franchisor") and Java Universe, LLC, a California Limited Liability Corporation with its principal business address at 8228 Sunset Blvd., Los Angeles CA 90046 ("Master Franchisee") who, on the basis of the mutual covenants promises and agreements contained herein, agree as follows:
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • April 25th, 2008 • Java Detour Inc. • Retail-food stores
This Separation Agreement and General Release (hereinafter “Agreement”), is made and entered into as of the 24th day of April, 2008, by and between Steven Binninger, for himself and his heirs, successors and assigns (“Executive”) on the one hand, and JDCO, Inc., a California corporation (“Company”) on the other hand, with reference to the following facts:
Purchase Agreement by and between JDCO, Inc. and Java Nevada, LLC July 1, 2008 AGREEMENT TO PURCHASE ALL LOCATIONS OF JAVA NEVADA, LLC IN NEVADAPurchase Agreement • July 11th, 2008 • Java Detour Inc. • Retail-food stores • Nevada
This ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of the 1st day of July, 2008, by and between JDCO, Inc. a California corporation, with a business address at 2121 Second Street, Suite C105, Davis, CA 95618 (“Buyer”) and Java Nevada, LLC a Nevada limited liability company, with a business address at 985 White Drive Ste 100, Las Vegas, Nevada 89119 (“Seller”).
Amendment to Secured Promissory note and Securities Purchase, Loan and Security AgreementSecurity Agreement • March 2nd, 2009 • Java Detour Inc. • Retail-food stores
This Amendment to Secured Promissory Note and Securities Purchase, Loan and Security Agreement (this “Amendment”) is made and entered into as of February 17, 2009 by and among Java Detour, Inc., a Delaware corporation (the “Company”), and Clydesdale Partners, LLC (“Clydesdale”), Java Finance, LLC (“Java”) and Westfield Wealth Management, Ltd. (“Westfield” and collectively, the “Holders” or the “Secured Parties”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2008 • Java Detour Inc. • Retail-food stores
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”), is made as of April 24, 2008, by and between JDCO, Inc., a California corporation (“Corporation”), and Ronald Sands (“Executive”).
Java Universe, LLCJava Detour Inc. • October 22nd, 2007 • Retail-food stores
