AMENDMENT NO. 1 TO EXCHANGE AGREEMENT
AMENDMENT NO. 1 TO EXCHANGE AGREEMENT ("Amendment"), dated as of March __,
2001, by and among New World Coffee-Manhattan Bagel, Inc., a Delaware
corporation (the "Company"), BET Associates, L.P. ("BET") and Brookwood New
World Investors, LLC ("Brookwood") (each of BET and Brookwood being hereinafter
called individually a "Stockholder" and collectively the "Stockholders").
WHEREAS, on or about January 18, 2001, the Company and the Stockholders
entered into a certain Exchange Agreement (the "Exchange Agreement") and related
agreements pursuant to which the Stockholders exchanged in the aggregate
16,719.76 shares of the Series D Preferred Stock of the Company and warrants to
purchase 2,393,820 shares of the common stock of the Company ("Common Stock")
for, in the aggregate, 16,398.33 shares of the Series F Preferred Stock of the
Company ("Series F Preferred Stock") and warrants to purchase an aggregate of
6,526,356 shares of Common Stock.
WHEREAS, simultaneously with the execution and delivery of this Amendment,
the Company and Xxxxxxx Xxxxx III, L.P. ("Xxxxxxx Xxxxx") are entering into a
certain Second Series F Preferred Stock and Warrant Purchase Agreement and
related agreements pursuant to which Xxxxxxx Xxxxx is purchasing an additional
5,000 shares of Series F Preferred Stock and warrants to purchase an aggregate
of 2,121,028 shares of Common Stock upon the terms and conditions set forth in
the Second Series F Purchase Agreement.
NOW THEREFORE, in consideration of the promises and of the mutual covenants
and agreements herein contained, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. The Exchange Agreement is hereby amended by deleting Exhibit B to the
Exchange Agreement in its entirety and replacing it with a new Exhibit
B in the form annexed hereto.
2. The Exchange 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 its conflicts 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.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment as a sealed instrument, all as of the day and year first above
written.
New World Coffee-Manhattan Bagel, Inc.
By:/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title:CEO
STOCKHOLDERS:
BET Associates, L.P.
By: BRU Holding Co., LLC,
its General Partner
By:/s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title:
Brookwood New World Investors, LLC
By: Brookwood New World Co., LLC,
its Managing Member
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title:
