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”).
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...Unsecured Subordinated Bridge Loan Promissory Note • December 13th, 2007 • UFood Restaurant Group, Inc. • 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.
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”).
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:
