Exhibit 10.26
ALLONGE TO CONVERTIBLE NOTE DATED JUNE 18, 2002
Reference is hereby made to the Convertible Note dated June 18, 2002
(the "Note") by and between Briazz, Inc., a Washington corporation (the
"Maker"), with principal offices located at 0000 0xx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, XX 00000, and Laurus Master Fund, Ltd. (the "Payee"), with principal
offices at c/o Ironshore Corporate Services Ltd., X.X. Xxx 0000 G.T., Queensgate
House, South Church Street Grand Cayman, Cayman Islands. Terms used herein and
not otherwise defined herein shall have the meaning set forth in the Note.
Maker and Payee hereby agree to amend the Note as follows:
1. Section 2.1 of the Note shall be amended and replaced in its
entirety by adding the following:
"2.1 Monthly Payments. Subject to the terms of this
Article II, the Borrower shall repay one-seventh of the original
principal amount of this Note (to the extent such amount has not
been converted pursuant to Article III below), together with
interest accrued to date on such portion of the original
principal amount plus any and all default payments owing under
the Purchase Agreement but not previously paid (collectively the
"MONTHLY AMOUNT"), in accordance with Section 2.2 below, on the
first business day of each consecutive calendar month (each, a
"REPAYMENT DATE"), beginning on the first such day which occurs
following sixty (60) days from the date hereof. Notwithstanding
the foregoing, the Borrower shall not be required to make any
such payment of the principal portion of the Monthly Amount
until the first business day of the month following the earlier
of (i) June 30, 2003 or (ii) the closing on an investment in the
Company by Deutsche Bank, or any of its affiliates. The Borrower
shall continue to make the monthly interest payments as
described herein."
2. Section 3.1(a) of the Note shall be amended by adding the
following to the end of such Section 3.1(a):
"Notwithstanding the foregoing, the Holder shall not be
permitted to request any conversions under this Note until the
earlier of (i) June 30, 2003 or (ii) the closing on an
investment in the Company by Deutsche Bank, or any of its
affiliates."
3. Section 3.1(b) of the Note, shall be amended so that the
definition of "Fixed Price" shall be $.10.
4. Section 3.1(c)(D) shall be deleted in its entirety.
5. There are no other modifications to the Note.
Dated: February 26, 2003
BRIAZZ, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name/Title: Xxxxxx X. Xxxxxxxx, CEO
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Dated: March 4, 2003
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AGREED AND ACCEPTED
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
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Name:
Title:
