SCHEDULE OF EXCEPTIONS. In connection with that certain Series D Preferred Stock and Warrant Purchase Agreement dated as of August 11, 2000 by and among New World Coffee - Manhattan Bagel, Inc. (the "Company") and the persons and entities listed on the Schedule of Purchasers attached thereto (the "Agreement"), the Company hereby delivers this Schedule of Exceptions to the Company's representations and warranties given in the Agreement. The section numbers in this Schedule correspond to the section numbers in the Agreement. Capitalized terms used but not defined herein shall have the same meanings given them in the Agreement.
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Sources: Series D Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc), Series D Preferred Stock and Warrant Purchase Agreement (Brookwood New World Investors LLC)