ASSET PURCHASE AGREEMENTAssignment and Assumption Agreement • December 6th, 2004 • Diedrich Coffee Inc • Retail-food stores • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of December 5, 2004 by and among Gloria Jean’s Gourmet Coffees Corp., an Illinois corporation (“GJGC”), Gloria Jean’s Gourmet Coffees Franchising Corp., an Illinois corporation (“GJGCFC,” and together with GJGC, the “Seller”), and Diedrich Coffee, Inc. (“Diedrich”), a Delaware corporation, on the one hand, and Gloria Jean’s Coffees International Pty. Ltd., a corporation organized under the laws of Australia (“GJCI”), Gloria Jean’s Coffees Holdings Pty. Ltd., a corporation organized under the laws of Australia (“GJCH,” and together with GJCI, the “Purchaser”), Jireh International Pty. Ltd., a corporation organized under the laws of Australia (“Jireh”), and Jireh Group Pty. Ltd., a corporation organized under the laws of Australia (“Jireh Group,” and together with Jireh, the “Jireh Parties”), on the other hand. Certain additional capitalized terms are defined in Section 9.1 of this Agreement.
