SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2009, between UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE ______, 2012UFood Restaurant Group, Inc. • April 22nd, 2009 • Services-motion picture & video tape distribution • New York
THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of UFood Restaurant Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 255 Washington Street, Suite 100, Newton, MA 02458, designated as its 8% Senior Secured Convertible Debenture due _____ , 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
This SECURITY AGREEMENT, dated as of March 19, 2009 (this “Agreement”), is among UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due three years following their issuance, in the original aggregate principal amount of up to $7,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
SUBSIDIARY GUARANTEE, dated as of April 20, 2009 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between UFood Restaurant Group, Inc., a Nevada corporation (the “Company”) and the Purchasers.
REVISED EQUITY PURCHASE AGREEMENT BY AND BETWEEN UFOOD RESTAURANT GROUP, INC AND SOUTHRIDGE PARTNERS II, LP Dated November 7, 2011Equity Purchase Agreement • November 10th, 2011 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
THIS EQUITY PURCHASE AGREEMENT entered into as of the 1st day of November, 2011 (this “AGREEMENT”), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership (“INVESTOR”), and UFood Restaurant Group, Inc, a Nevada corporation (the “COMPANY”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2007 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of December 18, 2007 (the “Effective Date”) between UFood Restaurant Group, Inc. (f/k/a UFood Franchise Company), a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2010 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
EXHIBIT NO. 10.47 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2011 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
This Registration Rights Agreement (“Agreement”), dated August 19, 2011, is made by and between UFOOD RESTAURANT GROUP, INC. a Nevada corporation (“Company”), and SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (the “Investor”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG UFOOD RESTAURANT GROUP, INC. (formerly known as UFOOD FRANCHISE COMPANY) KNOWFAT ACQUISITION CORP. AND KNOWFAT FRANCHISE COMPANY, INC. December 18, 2007Agreement and Plan of Merger and Reorganization • December 26th, 2007 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • Delaware
ESCROW AGREEMENTEscrow Agreement • December 26th, 2007 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
This Escrow Agreement (this “Agreement”) is entered into as of December 18, 2007, by and among UFood Restaurant Group, Inc., formerly known as UFood Franchise Company, a Nevada corporation (the “Parent”), George Naddaff (“Naddaff”), Eric Spitz (“Spitz”) (Naddaff and Spitz shall be referred to individually as an “Indemnification Representative” and collectively as the “Indemnification Representatives”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2010 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2010, between UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2010 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT UFOOD RESTAURANT GROUP, INC.UFood Restaurant Group, Inc. • November 3rd, 2010 • Services-motion picture & video tape distribution
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT UFOOD RESTAURANT GROUP, INC.UFood Restaurant Group, Inc. • April 22nd, 2009 • Services-motion picture & video tape distribution
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), up to _____ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT NO. 10.46 EQUITY PURCHASE AGREEMENT BY AND BETWEEN UFOOD RESTAURANT GROUP, INC. AND SOUTHRIDGE PARTNERS II, LP Dated August 19, 2011Equity Purchase Agreement • August 24th, 2011 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
THIS EQUITY PURCHASE AGREEMENT entered into as of the 19th of August, 2011 (this “AGREEMENT”), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership (“INVESTOR”), and UFOOD RESTAURANT GROUP, INC., a Nevada corporation (the “COMPANY”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT UFOOD RESTAURANT GROUP, INC.UFood Restaurant Group, Inc. • October 6th, 2010 • Services-motion picture & video tape distribution
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • December 26th, 2007 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • Massachusetts
This Employment Agreement (the “Agreement”) is entered into as of the 15th day of October 2007, by and between KnowFat Franchise Company, a Delaware corporation, with a business address of 255 Washington St. Suite 100 Newton, MA 02458 (the “Company”), and Eric Spitz, an individual with a residence address of 53 Fuller Street, Waban, MA 02468 (the “Executive”).
UFOOD RESTAURANT GROUP, INC. SUBSCRIPTION AND EXCHANGE AGREEMENTAnd Exchange Agreement • November 3rd, 2010 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • Massachusetts
SUBSCRIPTION AGREEMENTSubscription Agreement • April 14th, 2008 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2007 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 24, 2007, is entered into by and among UFood Franchise Company (f/k/a Axxent Media Corporation), a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively “Buyers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 14th, 2008 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
This Placement Agency Agreement ("Agreement") sets forth the terms upon which Spencer Trask Ventures, Inc., a Delaware corporation, and a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA") (the “Placement Agent”), shall be engaged by KnowFat Franchise Company, Inc., a Delaware corporation (“KnowFat”) and UFood Restaurant Group, Inc., a Nevada corporation (“Pubco”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of Pubco, each Unit consisting of (i) one share of common stock, par value $0.001 per share (the “Common Stock”), of Pubco (“Shares”) and (ii) one half of one warrant (“Warrants”), with each full warrant entitling the holder to purchase one share of Common Stock for a five-year period at an exercise price of $1.25 per share. The Offering will consist of a minimum of 5,500,000 Units ($5,500,000) (the “Minimum Amount”) and a maximum of 8,000,000 Units ($8,000,0
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 9th, 2008 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution
This Amendment (this "Amendment") is made as of December 31, 2005 by and between KFLG WATERTOWN, INC., a Massachusetts corporation, with an address at 20 Guest Street, Suite 450, Brighton Landing East, Brighton, MA 02135 (the "Borrower"), and TD BANKNORTH, N.A., a national banking association with an office at 370 Main Street, Worcester, Massachusetts 01608 (the "Lender").
SUBORDINATION AGREEMENTSubordination Agreement • December 13th, 2007 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • Massachusetts
THIS SUBORDINATION AGREEMENT (this “Subordination Agreement”) dated as of September 24, 2007, is by and among TD Banknorth, N.A. (the “Senior Creditor”) and UFood Franchise Company, a Nevada corporation ( the “Subordinated Creditor”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 9th, 2008 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution
This Fourth Amendment (this “Fourth Amendment” is made as of October 2, 2006 by and between KFLG WATERTOWN, INC., a Massachusetts corporation, with an address at 255 Washington Street, Suite 290, Newton, MA 02458 (the “Borrower”), and TD BANKNORTH, N.A., a national banking association with an office at 370 Main Street, Worcester, Massachusetts 01608 (the “Lender”).
UFood Restaurant Group, Inc. 255 Washington St. Newton, MA 02458Letter Agreement • May 1st, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • Massachusetts
This letter agreement (the “Agreement”) will confirm the agreements that we have reached concerning your separation of employment with UFood Restaurant Group, Inc. (“UFood”). The purpose of this Agreement is to set out our mutual understandings with respect to the termination of your employment, and to provide for a mutual release of certain claims against UFood and its affiliates, or by UFood and its affiliates against you, and is intended to supplement and amend, as applicable, the Employment Agreement, dated as of October 15, 2007, between you and a predecessor of UFood (the “Employment Agreement”).
UFood Restaurant Group, Inc. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
UFood Restaurant Group, Inc., a corporation organized under the laws of the state of Nevada (the “Company”) proposes to offer for sale (the “Offering”) in a private offering pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (i) 8% Senior Secured Convertible Debentures due three years following their issuance (the “Debentures”) and (ii) common stock purchase warrants (the “Warrants”) to purchase shares of common stock of the Company, par value $0.001 per share (the “Common Stock” and such shares of Common Stock, the “Warrant Shares”). The Debentures, the Warrants, the shares of Common Stock underlying the Debentures and the Warrant Shares are collectively referred to herein as the “Securities”. This agreement (the “Agreement”) shall confirm our agreement concerning Garden State Securities, Inc. acting as the exclusive selling or placement agent (the “Placement Agent” or “GSS”) in connection with the sale of the Securities.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2010 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 1, 2010, between UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT NO. 10.47 REGISTRATION RIGHTS AGREEMENT47 Registration Rights Agreement • November 10th, 2011 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
This Registration Rights Agreement (“Agreement”), dated November 7, 2011, is made by and between UFOOD RESTAURANT GROUP, INC. a Nevada corporation (“Company”), and SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (the “Investor”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • December 26th, 2007 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • Nevada
This SPLIT-OFF AGREEMENT, dated as of this 18th day of December, 2007 (this “Agreement”), is entered into by and among UFood Restaurant Group, Inc., formerly known as UFood Franchise Company, a Nevada corporation (“Seller”), Brent Hahn (“Hahn” or “Buyer”), Axxent Media, Inc., a Nevada corporation (“Media”), and KnowFat Franchise Company, Inc., a Delaware corporation (“KnowFat”).
PAYMENT AGREEMENTPayment Agreement • December 29th, 2010 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • Massachusetts
THIS PAYMENT AGREEMENT (this “Agreement”) is between UFOOD RESTAURANT GROUP, INC., a corporation organized under laws of the State of Nevada, with offices located at 255 Washington Street, Suite 100, Newton, Massachusetts 02458, (hereinafter referred to as the “Company”), and SUMMIT TRADING LIMITED, an international business organized under the laws the Commonwealth of The Bahamas, with a mailing address of Charlotte House, P.O. Box N-65, Charlotte Street, Nassau, Bahamas (hereinafter referred to as the “STL”).
AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 14th, 2008 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution
THIS AMENDMENT, effective as of February 14, 2008 (this “Amendment”), between UFood Restaurant Group, Inc. (the “Company”), KnowFat Franchise Company, Inc. (“KnowFat”) and Spencer Trask Ventures, Inc. (the “Placement Agent”).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • December 26th, 2007 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of this 18th day of December, 2007, is entered into by and among UFood Restaurant Group, Inc., formerly known as UFood Franchise Company, a Nevada corporation (“Seller”), Bent Hahn (“Hahn” or “Buyer”), Axxent Media, Inc., a Nevada corporation (“Media”), and KnowFat Franchise Company, Inc., a Delaware corporation (“KnowFat”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
EXHIBIT NO. 10.4 EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2010 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • Massachusetts
This Employment Agreement (the “Agreement”) is entered into as of the _____ day of June 2010, by and between UFood Restaurant Group, Inc., a Nevada corporation, with a business address of 255 Washington St., Suite 100 Newton, MA 02458 (the “Company”), and George Naddaff, an individual with a residence address of 93 Bellevue Street, Newton, MA 02458 (the “Executive”).
This Note and the indebtedness evidenced hereby are subject to the terms of that certain Subordination Agreement between the Lender and TD Banknorth, N.A. dated as of the date hereof (the “Subordination Agreement”) and this Note and the indebtedness...UFood Restaurant Group, Inc. • December 13th, 2007 • Services-motion picture & video tape distribution • New York
FOR VALUE RECEIVED, KNOWFAT FRANCHISE COMPANY, INC., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of UFOOD FRANCHISE COMPANY (f/k/a Axxent Media Corporation), a Nevada corporation (hereinafter called the “Lender”), c/o Gottbetter & Partners LLP, 488 Madison Avenue, 12th Floor, New York, New York 10022, the principal sum of One Million Thirty Five Thousand Dollars ($1,035,000.00) (the “Loan”), in lawful money of the United States of America and in immediately available funds.
