Lockup Agreement between UFood Restaurant Group, Inc. and KnowFat Franchise Company, Inc. Shareholders

Summary

This agreement is between UFood Restaurant Group, Inc. and shareholders acquiring stock through a merger with KnowFat Franchise Company, Inc. It restricts these shareholders from selling or transferring their acquired shares for 24 months after the merger closes, with certain exceptions such as transfers to family or participation in company-wide transactions. The agreement becomes effective only if the merger closes and is governed by Nevada law. It can be modified or terminated only by mutual written consent or upon expiration of the lockup period.

EX-4.2 6 v098142_ex4-2.htm

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 Period, without the prior written consent of the Company, as applicable, (i) to engage in transactions in connection with the undersigned’s participation in the Company’s stock option plans, (ii) to transfer all or any part of the Acquired Shares to any family member, for estate planning purposes, or to an affiliate thereof (as such term is defined in Rule 405 under the Securities Exchange Act of 1934, as amended), provided that such transferee agrees in writing with the Company to be bound hereby, or (iii) to participate in any transaction in which holders of the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, and no transaction contemplated by the foregoing clauses (i), (ii) or (iii) shall be deemed a Prohibited Sale for purposes of this Letter Agreement.

2. This Letter Agreement shall be governed by and construed in accordance with the laws of the Nevada.

3. This Letter Agreement will become a binding agreement among the undersigned as of the Closing Date. In the event that no closing occurs under the Merger Agreement, this letter agreement shall be null and void. This Letter Agreement (and the agreements reflected herein) may be terminated by the mutual agreement of the Company and the undersigned, and if not sooner terminated, will terminate upon the expiration date of the Lockup Period. This Letter Agreement may be duly executed by facsimile and in any number of counterparts, each of which shall be deemed an original, and all of which together shall be deemed to constitute one and the same instrument. Signature pages from separate identical counterparts may be combined with the same effect as if the parties signing such signature page had signed the same counterpart. This Letter Agreement may be modified or waived only by a separate writing signed by each of the parties hereto expressly so modifying or waiving such agreement.



	Very truly yours,

	Print Name:

Address: ______________________________________

Number of shares of Common Stock owned: ___________

Certificate Numbers: _____________________________

[Company signature on the following page]

Accepted and Agreed to:

UFood Restaurant Group, Inc.

By:

Brent Hahn,

President