MEMORANDUM OF AGREEMENT OF PURCHASE AND SALE ENTERED INTO IN THE CITY AND DISTRICT OF MONTREAL, PROVINCE OF QUEBEC, AS OF THE 29TH DAY OF JANUARY, 2001. BY AND BETWEEN: PETER DEROS Businessman, residing and domiciled at 8220 Birnam, apt. 2, Montreal,...Purchase and Sale Agreement • February 8th, 2001 • PRS Sub Vi Inc • Blank checks • Quebec
EXHIBIT 99.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made as of June 7, 2004 by and between Donini, Inc. a New Jersey corporation ("Debtor") and Global Capital Funding Group, L.P., a Delaware limited partnership ("Secured...Security Agreement • July 7th, 2004 • Donini Inc • Retail-eating places • New Jersey
Exhibit 6 SERVICE AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUEBEC, AS OF THE 1ST DAY OF MAY 2001 BY AND BETWEEN: PIZZA DONINI.COM INC. Body politic duly constituted according to Law, having its Head Office and principal...Service Agreement • October 23rd, 2001 • Donini Inc • Blank checks • Quebec
EXHIBIT F ---------Common Stock Purchase Warrant • July 7th, 2004 • Donini Inc • Retail-eating places
Exhibit 5 AGREEMENT MADE AND ENTERED INTO AS OF DATES AND AT THE PLACES INDICATED HEREINBELOW. BY AND BETWEEN: DONINI, INC. a New Jersey corporation, duly incorporated and validly existing according to law, having a registered office at 4555 des...Shareholder Agreement • October 23rd, 2001 • Donini Inc • Blank checks • New Jersey
EXHIBIT 99.5 ------------Registration Rights Agreement • July 22nd, 2004 • Donini Inc • Retail-eating places • New Jersey
EXHIBIT 4.3Consulting Agreement • July 15th, 2004 • Donini Inc • Retail-eating places
RECITALS: --------Pledge and Security Agreement • November 18th, 2004 • Donini Inc • Retail-eating places
EXHIBIT B ---------Registration Rights Agreement • November 18th, 2004 • Donini Inc • Retail-eating places • New Jersey
AGREEMENT MADE AND ENTERED INTO AS OF THE 19TH DAY OF MARCH 2001, AT THE PLACES INDICATED HEREINBELOW. BY AND BETWEEN:Partnership Agreement • October 30th, 2001 • Donini Inc • Blank checks • New Jersey
EXHIBIT 4.5Consulting Agreement • July 15th, 2004 • Donini Inc • Retail-eating places • New Jersey
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2004 • Donini Inc • Retail-eating places • New Jersey
ARTICLE 1 INTERPRETATIONOption Agreement • October 23rd, 2001 • Donini Inc • Blank checks • New Jersey
DONINI, INC.Contract • October 30th, 2001 • Donini Inc • Blank checks • New Jersey
Exhibit 2 AGREEMENT MADE AND ENTERED INTO AT MONTREAL, QUEBEC, THIS 30th DAY OF MAY 2001 BY AND BETWEEN: DONINI, INC. a New Jersey corporation, having an office at 4555 des Grandes Prairies Blvd., suite 30, St. Leonard, Quebec, herein represented by...Consulting Agreement • October 23rd, 2001 • Donini Inc • Blank checks • New Jersey
EXHIBIT 99.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made as of October 1, 2004 by and between Donini, Inc. a New Jersey corporation ("Debtor") and Global Capital Funding Group, L.P., a Delaware limited partnership ("Secured...Security Agreement • November 18th, 2004 • Donini Inc • Retail-eating places • New Jersey
EXHIBITS 4.2Employment Agreement • July 15th, 2004 • Donini Inc • Retail-eating places • Quebec
EXHIBIT A --------- SECURED NOTESecured Note • November 18th, 2004 • Donini Inc • Retail-eating places • New Jersey
CONVERTIBLE NOTE ofConvertible Note • July 22nd, 2004 • Donini Inc • Retail-eating places • New Jersey
Exhibit 8 ADDENDUM TO EMPLOYMENT AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUEBEC, AS OF THE 30TH DAY OF MAY 2001 BY AND BETWEEN: PIZADO FOODS (2001) INC. Body politic duly constituted according to Law, having its Head...Employment Agreement • October 23rd, 2001 • Donini Inc • Blank checks • Quebec
EXHIBIT 99.1 EXCHANGE AGREEMENT AGREEMENT, dated as of October 1, 2004, between Donini, Inc. (the "Company"), a New Jersey corporation, and Global Capital Funding Group, L.P. ("Purchaser"), a Delaware limited partnership. R E C I T A L S: WHEREAS, the...Exchange Agreement • November 18th, 2004 • Donini Inc • Retail-eating places • New Jersey
EXHIBIT D ---------Officer's Certificate • November 18th, 2004 • Donini Inc • Retail-eating places
AGREEMENTStock Purchase Agreement • February 8th, 2001 • PRS Sub Vi Inc • Blank checks • New Jersey
Exhibit 3 FINANCIAL ADVISORY AGREEMENT ---------------------------- This Agreement is made and entered into as of the 8th day of May, 2001, between Donini, Inc. (the "Company") and ViewTrade Securities, Inc. (the "Financial Advisor"). W I T N E S S E...Financial Advisory Agreement • October 23rd, 2001 • Donini Inc • Blank checks • Florida
Exhibit 9 PRODUCT DEVELOPMENT, CONSULTING AND BROKERAGE AGREEMENT MADE AND ENTERED IN MONTREAL AS OF THE 30TH DAY OF MAY 2001 BY AND BETWEEN: PIZZA DONINI INC. body politic duly constituted according to Law, having its Head Office and principal place...Product Development, Consulting and Brokerage Agreement • October 23rd, 2001 • Donini Inc • Blank checks
EXHIBIT B UNIT LICENSE AGREEMENT BY AND BETWEEN: PIZZA DONINI INC. body politic duly constituted according to Law, having its Head Office and principal place of business at 4555 des Grandes Prairies Blvd., Suite 30, H1R 1A5, in the City of St....Unit License Agreement • March 26th, 2001 • PRS Sub Vi Inc • Blank checks • Quebec
EXHIBIT 99.1.D ASSIGNMENT OF DEBENTURE MADE AND ENTERED INTO AT MONTREAL, AS OF THE 29TH DAY OF JANUARY 2001. BY AND BETWEEN: BARTHOLEMEW INTERNATIONAL INVESTMENTS LTD., a Jersey trust, having an office at 3 Olde Street, St. Heliere, Jersey, Channel...Assignment of Debenture • April 13th, 2001 • Donini Inc • Blank checks
