SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2009, between UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE ______, 2012Convertible Security Agreement • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of UFood Restaurant Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 255 Washington Street, Suite 100, Newton, MA 02458, designated as its 8% Senior Secured Convertible Debenture due _____ , 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
This SECURITY AGREEMENT, dated as of March 19, 2009 (this “Agreement”), is among UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due three years following their issuance, in the original aggregate principal amount of up to $7,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
SUBSIDIARY GUARANTEE, dated as of April 20, 2009 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between UFood Restaurant Group, Inc., a Nevada corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT UFOOD RESTAURANT GROUP, INC.Security Agreement • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), up to _____ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
UFood Restaurant Group, Inc. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 22nd, 2009 • UFood Restaurant Group, Inc. • Services-motion picture & video tape distribution • New York
UFood Restaurant Group, Inc., a corporation organized under the laws of the state of Nevada (the “Company”) proposes to offer for sale (the “Offering”) in a private offering pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (i) 8% Senior Secured Convertible Debentures due three years following their issuance (the “Debentures”) and (ii) common stock purchase warrants (the “Warrants”) to purchase shares of common stock of the Company, par value $0.001 per share (the “Common Stock” and such shares of Common Stock, the “Warrant Shares”). The Debentures, the Warrants, the shares of Common Stock underlying the Debentures and the Warrant Shares are collectively referred to herein as the “Securities”. This agreement (the “Agreement”) shall confirm our agreement concerning Garden State Securities, Inc. acting as the exclusive selling or placement agent (the “Placement Agent” or “GSS”) in connection with the sale of the Securities.
