AMENDMENT NO. 1 TO SERIES F PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
AMENDMENT NO. 1 TO SERIES F PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT,
dated as of March 29, 2001 ( "Amendment"), by and among NEW WORLD COFFEE -
MANHATTAN BAGEL, INC., a Delaware corporation (the "Company"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇
III, L.P. ("▇▇▇▇▇▇▇ ▇▇▇▇▇"), amending the Series F Preferred Stock and Warrant
Purchase Agreement, dated as of January 18, 2001 (the "Original Purchase
Agreement"), among the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Company and certain purchasers (the "Series F Purchasers")
have entered into a Second Series F Preferred Stock and Warrant Purchase
Agreement dated as of March [ ], 2001 (the "Second Purchase Agreement"),
pursuant to which the Series F Purchasers will purchase from the Company an
additional 5,000 shares of Series F Preferred Stock, $.001 par value, of the
Company and warrants to purchase shares of Common Stock of the Company in the
form attached to the Second Purchase Agreement;
WHEREAS, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ deem it in their best interests to
amend the provisions of the Original Purchase Agreement, and the Company and
▇▇▇▇▇▇▇ ▇▇▇▇▇ are willing to amend the Original Purchase Agreement as provided
herein;
WHEREAS, as an inducement to the Series F Purchasers to consummate the
transactions contemplated by the Second Purchase Agreement, the Company and
▇▇▇▇▇▇▇ ▇▇▇▇▇ have agreed to enter into this Amendment; and
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. The form of Note attached as Exhibit D to the Original Purchase
Agreement is hereby amended by deleting the form of Note in its entirety and
replacing it with a new form of Note, a copy of which is attached hereto.
2. The Original Purchase Agreement, as amended by this Amendment, is hereby
in all respects confirmed and each of the parties hereto acknowledges and agrees
that it is bound by all the terms and provisions thereof, as amended hereby.
3. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to conflict of laws
principles.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. i.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as a sealed instrument, all as of the day and year first above written.
NEW WORLD COFFEE - MANHATTAN
BAGEL, INC.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ III, L.P.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: