December
18, 2007
UFood
Restaurant Group, Inc.
12516-52A
Avenue
Surrey,
British Columbia V3X 3K3
Canada
Attention:
Brent Hahn, President
Dear
Sir:
Reference
is made to those discussions among KnowFat Franchise Company,
Inc., a Delaware corporation (“KnowFat”) and UFood
Restaurant Group, Inc., a Nevada corporation (the
“Company”), relating to a proposed business
combination between KnowFat and the Company and a related
private placement financing (the
“Transactions”).
In
connection with the Transactions, the Company and KnowFat
contemplate entering into a proposed Merger Agreement (the
“Merger Agreement”) pursuant to which KnowFat
stockholders shall receive common stock, par value $0. 001 per
share, of the Company (the “Common Stock”) in
consideration for shares of KnowFat held by them at the
effective time of the merger. In consideration of the Company
and KnowFat entering into the Transaction, the undersigned
hereby agrees as follows:
1.
The
undersigned hereby covenants and agrees, except as provided
herein, not to (1) offer, sell, contract to sell
,
grant any option to purchase, hypothecate, pledge,
or
otherwise dispose of or
(2)
transfer title to (a “Prohibited Sale”) any of the
shares (the “Acquired Shares”) of Common Stock
acquired by the undersigned pursuant to or in connection with
the Merger Agreement, during the period commencing on the
“Closing Date” (as that term will be defined in
the Merger Agreement) and ending on the 24-month anniversary
of the Closing Date (the “Lockup Period”), without
the prior written consent of the Company. Notwithstanding the
foregoing, the undersigned shall be permitted from time to
time during the Lockup Perio
|
