AMENDMENT AGREEMENT
AGREEMENT made as of April 27, 1998, by and among THE RATTLESNAKE HOLDING
COMPANY, INC., a Delaware Corporation and XXXXXXXXXXX BROTHERS WEST, LTD.,
XXXXXXXXXXX'X CAFE FRANCHISING CORP., 34TH ST. CAFE ASSOCIATES, INC., and GARDEN
STATE CAFE CORP., XXXXXX XXXXXXXXXXX and XXXXXX XXXXXXXXXXX (terms used but not
defined in this Amendment Agreement have the meanings set forth in the 1997
Agreement as defined below.)
WHEREAS, the parties hereto entered into a Reorganization and Stock
Exchange Agreement, dated August 21, 1997 and into a Modification Agreement
dated February 26, 1998 (such Agreements being referred to collectively as the
"1997 Agreement").
WHEREAS, the parties to the 1997 Agreement desire to further amend the 1997
Agreement.
NOW THEREFORE, in consideration of the promises and mutual covenants
hereinafter set forth, it is agreed as follows:
1. The Merger Consideration. Section 2(b)(iii) of the 1997 Agreement,
entitled "Consideration Deliverable at Subsequent Date", is hereby deleted, and
such consideration shall not be payable to the Shareholders.
2. Escrow of Portion of Merger Consideration. Section 2(c) of the 1997
Agreement, entitled "Escrow of Portion of Merger Consideration" is hereby
deleted, and none of the Merger Consideration shall be escrowed. Furthermore,
Xxxxxxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxx & Xxxxxxx, LLP shall be relieved of all
responsibility under an Escrow Agreement signed by it in anticipation of the
implementation of such provision.
3. Full Force and Effect. Except as modified hereunder, the 1997 Agreement
shall continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the undersigned have executed this Amendment Agreement
as of the day and year first above written.
THE RATTLESNAKE HOLDING COMPANY INC.
By:/s/Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title:Secretary
/s/Xxxxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxx, Individually
/s/Xxxxxx Xxxxxxxxxxx
------------------------------
Nicolo Otomanelli, Individually
XXXXXXXXXXX XXXXXXXXX WEST, LTD.
By: /s/Xxxxxx Xxxxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: President
XXXXXXXXXXX'X CAFE FRANCHISING CORP.
By: /s/Xxxxxx Xxxxxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: President
34TH ST. CAFE ASSOCIATES, INC.
By: /s/Xxxxxx Xxxxxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: President
GARDEN STATE CAFE CORP.
By: /s/Xxxxxx Xxxxxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: President
