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”).
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”).
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”).
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”).
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:
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 between UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), and Gottbetter & Partners, LLP (the “Escrow Agent”).
UFOOD RESTAURANT GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • December 26th, 2007 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution
Agreement made this ___ day of _______, ____ between UFood Restaurant Group, Inc., a Nevada corporation (hereinafter called the "Company") and __________ (hereinafter called the "Grantee").
