AMENDMENT NO. 2
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT,
dated as of June 19, 2001 ( "Amendment"), by and among NEW WORLD COFFEE -
MANHATTAN BAGEL, INC., a Delaware corporation (the "Company"), and the holders
of certain warrants listed on Schedule I hereto (the "Stockholders"), amending
the Amended and Restated Registration Rights Agreement dated as of January 18,
2001 and Amendment No. 1 dated March 29, 2001 thereto (as heretofore amended,
the "Registration Rights Agreement"), among the Company and the Stockholders,
which amended and restated the Registration Rights Agreement dated as of August
11, 2000, by and between the Company, BET Associates, L.P., and Brookwood New
World Investors, LLC. Capitalized terms used herein without definition shall
have the meanings set forth in the Registration Rights Agreement.
Background
The Company and certain purchasers of Series F Preferred Stock ("Additional
Series F Purchasers") entered into (i) a Series F Preferred Stock Purchase
Agreement dated as of June 7, 2001 (as amended, the "June Series F Purchase
Agreement") and (ii) the Third Series F Preferred Stock and Warrant Purchase
Agreement dated as of June 19, 2001 (the "Third Purchase Agreement"), pursuant
to which, among other things, the Additional Series F Purchasers purchased an
additional 25,000 shares of Series F Preferred Stock, $.001 par value, of the
Company, at a purchase price of $1,000.00 per share and the Company delivered
warrants in the form attached to the June Series F Purchase Agreement and the
Third Purchase Agreement and agreed to issue in the future certain warrants in
similar form. The Company has agreed to grant to the Additional Series F
Purchasers certain registration rights with respect the shares issuable upon
exercise of the additional warrants issued pursuant to the June Series F
Purchase Agreement and the Third Purchase Agreement.
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. Amendments.
(a) Section 1 of the Registration Rights Agreement is hereby amended by
adding the following definition thereto:
"The term "Additional Warrants" means the warrants issued
pursuant to and in the form attached to the Second Series F
Preferred Stock and Warrant Purchase Agreement dated as of
March 29, 2001, the warrants issued pursuant to the Series F
Preferred Stock Purchase Agreement dated as of June 7, 2001,
and the warrants issued pursuant to and in the form attached
to the Third Series F Preferred Stock and Warrant Purchase
Agreement dated as of June 19, 2001."
(b) The Registration Rights Agreement is hereby amended by deleting
Schedule I in its entirety and replacing it with Schedule I attached hereto.
2. The Registration Rights 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.
COMPANY: NEW WORLD COFFEE - MANHATTAN
BAGEL, INC.
By:
Name:
Title:
STOCKHOLDERS: XXXXXXX XXXXX III, L.P.
By: /s/__________________
Name:
Title:
BET ASSOCIATES, L.P.
By: BRU Holding Co., LLC
Its General Partner
By: /s/__________________
Name:
Title:
BROOKWOOD NEW WORLD INVESTORS LLC
By: Brookwood New World Co., LLC,
Its Managing Member
By: /s/__________________
Name:
Title:
GREENLIGHT CAPITAL, L.P.
By: /s/__________________
Name:
Title:
GREENLIGHT CAPITAL QUALIFIED, L.P.
By: /s/__________________
Name:
Title:
GREENLIGHT CAPITAL OFFSHORE, LTD.
By: /s/__________________
Name:
Title:
SPECIAL SITUATIONS PRIVATE EQUITY
FUND, L.P.
By: /s/__________________
Name:
Title:
SPECIAL SITUATIONS CAYMAN FUND, L.P.
By: /s/__________________
Name:
Title:
SPECIAL SITUATIONS FUND III, L.P.
By:/s/__________________
Name:
Title:
SCHEDULE I
STOCKHOLDERS
Series F
Stockholder Preferred Stock Warrant
----------- --------------- -------
Xxxxxxx Xxxxx III, L.P. .......................... 32,500 16,951,320
BET Associates, L.P. ............................. 8,213.01 3,263,178
Brookwood New World Investors, LLC ............... 8,185.32 3,263,178
Greenlight Capital, L.P. ......................... 2,200 1,861,546
Greenlight Capital Qualified, L.P. ............... 5,300 4,484,634
Greenlight Capital Offshore, Ltd. ................ 5,000 4,230,787
Special Situations Private Equity Fund, L.P. ..... 1,200 1,015,389
Special Situations Cayman Fund, L.P. ............. 950 803,850
Special Situations Fund III, L.P. ................ 2,850 2,411,548
