SPENCER TRASK VENTURES, INC.
Exhibit
10.25
XXXXXXX
XXXXX VENTURES, INC.
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
December
18, 2007
Attn:
Xxxxx Xxxx, President
00000-00X
Xxxxxx
Xxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
Dear
Xx.
Xxxx:
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
Xxxxxxx Xxxxx 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.
In
the
event the Company or any of its affiliates shall enter into a Transaction (as
defined below) with any party introduced to the Company by the Placement Agent,
directly or indirectly, at any time during the five (5) year period following
the later of the Termination Date or the First Closing (as defined in the
Placement Agency Agreement) (the “Finder Term”), then the Company shall pay to
the Placement Agent a cash fee (the “Finder’s Fee”) according to the following:
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(a)
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7%
of the first $1,000,000 or portion thereof of the consideration paid
in
such transaction; plus
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(b)
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6%
of the next $1,000,000 or portion thereof of the consideration paid
in
such transaction; plus
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(c)
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5%
of the next $5,000,000 or portion thereof of the consideration paid
in
such transaction; plus
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(d)
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4%
of the next $1,000,000 or portion thereof of the consideration paid
in
such transaction; plus
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(e)
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3%
of the next $1,000,000 or portion thereof of the consideration paid
in
such transaction; plus
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(f)
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2.5%
of any consideration paid in such transaction in excess of
$9,000,000.
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For
the
purposes hereof a “Transaction” shall include any merger, acquisition, joint
venture or other business combination consummated by the Company. Any such
Finder's Fee due to the Placement Agent will be paid at the closing of the
particular Transaction for which the Finder's Fee is due. Notwithstanding the
foregoing, no Finder’s Fee shall be payable in respect of an investment in the
Company by any party with whom the Company had a pre-existing relationship
prior
to the date of any proposed introduction and who was not introduced to the
Company by the Placement Agent. In addition, the Company must agree to have
the
Placement Agent facilitate any proposed introduction in advance in order for
the
Placement Agent to be entitled to a Finder’s Fee.
The
Company shall have the right, in its sole discretion, to reject any third
party’s offer or to abandon any Transaction undertaken by the Company prior to
the actual closing of such Transaction. Any determination as to whether to
consummate a Transaction shall be made by the Company’s Board of Directors, in
its sole discretion.
The
Placement Agent shall be paid the Finder’s Fee in cash, regardless of the type
of consideration received by the Company in connection with a Transaction,
which
fee shall be payable at the closing of such Transaction.
For
purposes of calculating any Finder’s Fee to which the Placement Agent has
demonstrated its entitlement, the transaction value of each Transaction
undertaken by the Company shall not be aggregated with the transaction value
of
any other Transaction previously undertaken by the Company. If the Company
receives consideration other than cash in connection with a Transaction, then
the value of such consideration shall be its fair market value as reasonably
determined by the Company’s Board of Directors and the Placement Agent. In
addition, consideration shall also be deemed to include any indebtedness or
other obligations assumed, directly or indirectly, in connection with, the
Transaction, with the value of such indebtedness assumed being the face
amount.
This
letter agreement (i) shall
be
governed by, and construed in accordance with, the laws of the State of New
York,
(ii)
may not be assigned by either party without prior written consent of the other
party, (iii) may not by modified or amended except in writing, (iv) constitutes
the entire agreement of the parties with respect to the subject matter hereof
superseding all prior agreements and understandings, written or oral and (v)
may
be executed in counterparts each of which shall be deemed to be an original
and
all of which shall constitute one agreement.
Signature
Page Follows
2
If
the
foregoing accurately reflects our understanding, please so indicate by signing
in the space provided below.
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Sincerely,
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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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Name:
Xxxxxxx X. Xxxxxxxxx
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Title:
President
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Agreed
and Accepted:
This
18th
day of December, 2007
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By:
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/s/
Xxxxx Xxxx
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Name:
Xxxxx Xxxx
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Title:President
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