0000904454-01-500016 Sample Contracts

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WARRANT TO PURCHASE COMMON STOCK OF NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
Warrant Agreement • April 6th, 2001 • Halpern Denny Iii Lp • Retail-eating places
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 6th, 2001 • Halpern Denny Iii Lp • Retail-eating places • New York
AMENDMENT NO. 1 TO SERIES F PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
Series F Preferred Stock and Warrant Purchase Agreement • April 6th, 2001 • Halpern Denny Iii Lp • Retail-eating places • New York
AGREEMENT OF HALPERN DENNY III, L.P. AND HALPERN DENNY & COMPANY V, L.L.C PURSUANT TO RULE 13D-1(F) -------------------------
Agreement of Halpern Denny Iii, l.p. And Halpern Denny & Company V, l.l.c. Pursuant to Rule 13d-1(f) • April 6th, 2001 • Halpern Denny Iii Lp • Retail-eating places

The undersigned hereby agree that the Statement on Schedule 13D-A to which this Agreement is annexed as Exhibit 99.1 is filed on behalf of each of them in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.

RECITALS
Second Series F Preferred Stock and Warrant Purchase Agreement • April 6th, 2001 • Halpern Denny Iii Lp • Retail-eating places • New York
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