AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENT
Exhibit
10.22
AMENDMENT
NO. 1 TO
THIS
AMENDMENT, effective as of February 14, 2008 (this “Amendment”),
between UFood Restaurant Group, Inc. (the “Company”),
KnowFat Franchise Company, Inc. (“KnowFat”)
and
Xxxxxxx Xxxxx Ventures, Inc. (the “Placement
Agent”).
WITNESSETH
WHEREAS,
the parties hereto have entered into a Placement Agency Agreement, dated October
17, 2007 (the “Agreement”)
with
respect to a private placement of units consisting of common stock and warrants
of the Company;
WHEREAS,
a total of four (4) closings have been held pursuant to the Placement Agency
Agreement with gross proceeds of $8,950,000 being raised to date;
WHEREAS,
the Company, KnowFat and the Placement Agent wish to amend the Agreement on
the
terms set forth herein.
NOW,
THEREFORE, the parties hereto, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement
as follows:
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1. Definitions;
References; Continuation of Agreement.
Unless
otherwise specified herein, each term used herein that is defined in the
Agreement shall have the meaning assigned to such term in the Agreement. Each
reference to “hereof,” “hereto,” “hereunder,” “herein” and “hereby” and each
other similar reference, and each reference to “this Agreement” and each other
similar reference, contained in the Agreement shall from and after the date
hereof refer to the Agreement as amended hereby. Except as amended hereby,
all
terms and provisions of the Agreement shall continue unmodified and remain
in
full force and effect.
2. Amendment.
The
third paragraph of the Agreement is hereby amended by deleting the last two
sentences of such paragraph in their entirety and replacing them with the
following:
“The
Units will be offered until the earlier of the time that all Units offered
in
the Offering are sold or December 31, 2007 (“Initial
Offering Period”),
which
date may be extended by Pubco and the Placement Agent until March 31, 2008
(this
additional period and the Initial Offering Period shall be referred to as the
“Offering
Period”).
The
date on which the Offering is terminated shall be referred to as the
“Termination
Date.”
3. Except
as
expressly amended hereby, the Agreement remains unchanged and in full force
and
effect.
4. This
Amendment may be executed in counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and such counterparts shall
together constitute one and the same instrument.
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of page intentionally left blank]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed effective on the date first above written.
By:
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/s/
Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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Chief Executive Officer
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KNOWFAT
FRANCHISE COMPANY, INC.
|
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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|
Chief Executive Officer
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XXXXXXX
XXXXX VENTURES, INC.
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
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President
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