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”).
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”).
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.
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 September 24, 2007 (the “Subordination Agreement”) and this Note and the...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 RESTAURANT GROUP, INC. (f/k/a UFood Franchise Company), 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 Nine Hundred Sixty Five Thousand Dollars ($965,000.00) (the “Loan”), in lawful money of the United States of America and in immediately available funds.
BRIDGE LOAN AGREEMENTBridge Loan Agreement • December 13th, 2007 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made this 24th day of September, 2007, by and among KnowFat Franchise Company, Inc., a Delaware corporation (“Borrower”), and UFood Franchise Company (f/k/a Axxent Media Corporation), a Nevada corporation (“Lender”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 13th, 2007 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
UFood Franchise Company, a Nevada corporation (the “Company”), hereby confirms its agreement (the “Agreement”) with Spencer Trask Ventures, Inc., a Delaware corporation (the “Placement Agent”), as follows:
