AMENDMENT TO COMMON STOCK PURCHASE WARRANT
THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this "AMENDMENT") is dated
as of December 9, 1997, between BROTHERS WARRANT HOLDINGS I, a California
general partnership ("BWH") and BROTHERS GOURMET COFFEES, INC. (the "COMPANY").
RECITALS
WHEREAS, the Company issued to BWH a common Stock Purchase Warrant dated
December 27, 1996 (as amended, the "WARRANT"), exercisable with respect to up to
400,000 shares of the Company's Common Stock, subject to adjustment as set forth
in the Warrant. All terms not otherwise defined herein shall have the meaning
given such terms in the Warrant; and
WHEREAS, the Company and BWH desire to amend the Warrant as set forth
herein.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the parties hereto hereby
agree as follows:
1. The Company and BWH hereby agree that the last sentence of the
preamble of the Warrant shall be amended in its entirety to read as
follows:
"The exercise price per share of Common Stock for which this Warrant
is exercisable shall be $1.5625 per share (the "EXERCISE PRICE")."
2. The Warrant shall remain in full force and effect as amended hereby
and all parties hereto hereby ratify and affirm the Warrant as so
amended.
IN WITNESS WHEREOF, the Company and BWH have executed this Amendment as of
the date first written above.
BROTHERS WARRANT HOLDINGS I,
a California general partnership
By:
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Name:
Title:
BROTHERS GOURMET COFFEES, INC.
By:
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Name:
Title:
