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”).
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”).
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
