0001144204-08-022118 Sample Contracts

SUBSCRIPTION AGREEMENT

Subscription Agreement • April 14th, 2008 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York

• Contract Type
  Subscription Agreement
• Filed
  April 14th, 2008
• Company
  UFood Restaurant Group, Inc.
• Industry
  Services-motion picture & video tape distribution
• Jurisdiction
  New York

PLACEMENT AGENCY AGREEMENT

Placement Agency Agreement • April 14th, 2008 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York

• Contract Type
  Placement Agency Agreement
• Filed
  April 14th, 2008
• Company
  UFood Restaurant Group, Inc.
• Industry
  Services-motion picture & video tape distribution
• Jurisdiction
  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

AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENT

Placement Agency Agreement • April 14th, 2008 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution

• Contract Type
  Placement Agency Agreement
• Filed
  April 14th, 2008
• Company
  UFood Restaurant Group, Inc.
• Industry
  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”).

SPENCER TRASK VENTURES, INC.

UFood Restaurant Group, Inc. • April 14th, 2008 • Services-motion picture & video tape distribution • New York

• Company
  UFood Restaurant Group, Inc.
• Filed
  April 14th, 2008
• Industry
  Services-motion picture & video tape distribution
• Jurisdiction
  New York

This will confirm our agreement, referred to in Section 3(e) of the Placement Agency Agreement (the “Placement Agency Agreement”), dated October 17, 2007, between Spencer Trask Ventures, Inc. (the “Placement Agent”), KnowFat Franchise Company, Inc., a Delaware corporation (“KnowFat”) and UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), to act as a non-exclusive finder for the Company.