Common use of Subscription and Exchange Clause in Contracts

Subscription and Exchange. The undersigned (the “Investor”) subscribes for and agrees to purchase that number of shares (each, a “Preferred Share,” and referred to in the plural as the “Preferred Shares”) of Series A 8% Redeemable Convertible Preferred Stock, $.0001 par value per share (the “Preferred Stock”), of UFood Restaurant Group, Inc., a Nevada corporation (the “Company”), as equals the quotient of (i) the “Amount of Indebtedness for Exchange” indicated above, divided by (ii) $100, rounded to the nearest whole Preferred Share, in exchange for and in consideration of the cancellation by the Investor of the Company’s indebtedness to the Investor under one or more 8% Senior Secured Convertible Debentures (the “Debentures”) in a principal amount equal to the “Amount of Indebtedness for Exchange” set forth above. The Investor acknowledges that upon acceptance of this subscription and exchange, any accrued an unpaid interest under the Debentures shall be paid to the Investor by the Company is registered shares (the “Common Shares” and together with the Preferred Shares, the “Shares”) of its common stock, $.0001 par value per share (“Common Stock”) based on the average closing bid prices of the Common Stock for the five trading days immediately prior to the closing date of this subscription and exchange. The Investor further acknowledges that this subscription and exchange: (i) is irrevocable; (ii) is subject to acceptance by the Company and may be accepted or rejected in whole or in part by the Company in its sole discretion; (iii) must be received by the Company no later than August 31, 2010 (unless extended by the Company at its discretion until October 29, 2010); and (iv) will not be accepted by the Company unless (A) the holders of at least 80% of the outstanding principal amount of all debentures issued by the Company elect to exchange such debentures for Preferred Stock or otherwise approve of the debenture exchange (the “Exchange Offering”), provided, that at least 50% of the outstanding principal amount of all debentures issued by the Company elect to exchange such debentures for Preferred Stock, and (B) the Company receives gross proceeds of at least $2,500,000 from a concurrent private placement of Series B 8% Redeemable Convertible Preferred Stock, $.0001 par value per share, of the Company (the “Private Placement”). The Investor has delivered to the Company a fully completed and executed Investor Questionnaire. The Investor Questionnaire in an integral part of this Subscription and Exchange Agreement and shall be deemed incorporated by reference herein. The Investor has also delivered the original Debenture(s) to the Company with this Subscription and Exchange Agreement.

Subscription and Exchange. The undersigned On the terms set forth in this Agreement and subject to the satisfaction (or, to the “Investor”) subscribes for and agrees extent permitted by applicable law, waiver by the party entitled to purchase that number of shares (each, a “Preferred Share,” and referred to in the plural as the “Preferred Shares”benefit thereof) of Series A 8% Redeemable Convertible Preferred Stockthe conditions set forth in Article V, $.0001 par value per share at the Closing, (A) the “Preferred Stock”), of UFood Restaurant Group, Inc., a Nevada corporation (Investors shall exchange and deliver to the “Company”), as equals the quotient of Company (i) the “Amount of Indebtedness for Exchange” indicated abovePurchased Series B-2 Shares, divided by and in exchange therefor the Company hereby agrees to issue and deliver to such Investors the 2024 Exchange Shares, (ii) $100the Exchanged Series B-2 Shares, rounded to the nearest whole Preferred Share, and in exchange for and in consideration of the cancellation by the Investor of the Company’s indebtedness to the Investor under one or more 8% Senior Secured Convertible Debentures (the “Debentures”) in a principal amount equal to the “Amount of Indebtedness for Exchange” set forth above. The Investor acknowledges that upon acceptance of this subscription and exchange, any accrued an unpaid interest under the Debentures shall be paid to the Investor by therefor the Company is registered shares (hereby agrees to issue and deliver to such Investors the “Common Shares” and together with the Preferred 2021 Exchange Shares, the “Shares”) of its common stock, $.0001 par value per share (“Common Stock”) based on the average closing bid prices of the Common Stock for the five trading days immediately prior to the closing date of this subscription and exchange. The Investor further acknowledges that this subscription and exchange: (i) is irrevocable; (ii) is subject to acceptance by the Company and may be accepted or rejected in whole or in part by the Company in its sole discretion; (iii) must be received by the Exchanged January 2024 Additional Series B-2 Shares, and in exchange therefor the Company no later than August 31hereby agrees to issue and deliver to such Investors the January 2024 Additional Shares, 2010 (unless extended by the Company at its discretion until October 29, 2010); and (iv) will not be accepted by the Exchanged June 2024 Additional Series B-2 Shares, and in exchange therefor the Company unless hereby agrees to issue and deliver to such Investors the June 2024 Additional Shares and (Av) the holders of at least 80% of the outstanding principal amount of all debentures issued by Additional October 2024 Series B-2 Shares, and in exchange therefor the Company elect hereby agrees to exchange issue and deliver to such debentures for Preferred Stock or otherwise approve of Investors the debenture exchange (the “Exchange Offering”), provided, that at least 50% of the outstanding principal amount of all debentures issued by the Company elect to exchange such debentures for Preferred Stock, October 2024 Additional Shares and (B) the Company receives gross proceeds hereby issues, conveys and delivers to the Investors the March 2025 Additional Shares, in each case, free and clear of at least $2,500,000 from a concurrent private placement any liens, pledges, mortgages, security interests or other encumbrances or charges of any kind (other than Permitted Liens) to the Investors who have elected to receive the Additional Reimbursement in March 2025 Additional Shares pursuant to Section 6.5. The Series B 8% Redeemable Convertible B-3 Preferred StockStock shall have the rights, $.0001 par value per sharepowers, preferences and privileges set forth in the Certificate of the Company Designations (the “Private PlacementCertificate of Designations”). The Investor has delivered to the Company a fully completed and executed Investor Questionnaire. The Investor Questionnaire in an integral part of this Subscription and Exchange Agreement and shall be deemed incorporated by reference herein. The Investor has also delivered the original Debenture(s) to the Company with this Subscription and Exchange Agreement.attached hereto as Exhibit C.