AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT AMONG BRIAZZ, INC., AND THE PARTIES LISTED ON SCHEDULE A DATED JANUARY 15, 2004Securities Purchase Agreement • May 18th, 2004 • Briazz Inc • Retail-eating places • New York
This Amended and Restated Securities Purchase Agreement, dated as of January 15, 2004 (this “Agreement”) is entered into by and among BRIAZZ, INC., a Washington corporation (the “Company”), and the parties (each, a “Purchaser” and collectively, the “Purchasers”) listed on the Schedule of Investors attached hereto as Schedule A (the “Schedule of Investors”), and Deutsche Bank London Ag, acting through DB Advisors LLC, a limited liability corporation (“DB”), in its capacity as Administrative Agent with respect to the Notes, and amends and restates the Securities Purchase Agreement dated December 10, 2003 (the “December Agreement”) by and among the Company, DB and Victor D. Alhadeff.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 18th, 2004 • Briazz Inc • Retail-eating places • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of the 5th day of April, 2004, by and between BRIAZZ, INC., a Washington corporation (the “Company”) and Weisburg Limited (the “Purchaser”). Company and Purchaser are sometimes referred to herein as the “Parties.”
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2004 • Briazz Inc • Retail-eating places • New York
THIS FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of December 10, 2003, by and between BRIAZZ, INC., a Washington corporation (the “Company”), and Deutsche Bank London Ag, acting through DB Advisors LLC, a limited liability company (“DB”), as holder of a majority of the outstanding Registrable Securities. Any capitalized term not defined herein shall have the meaning given it in the Registration Rights Agreement dated August 1, 2003 (the “Agreement”) unless otherwise noted.
FIRST AMENDMENT TO SECURITY AGREEMENTNovember Agreement • May 18th, 2004 • Briazz Inc • Retail-eating places • New York
THIS FIRST AMENDMENT TO THE SECURITY AGREEMENT (this “Amendment”) is made as of December 10, 2003, by and between BRIAZZ, INC., a Washington corporation (the “Company”), and Deutsche Bank London Ag, acting through DB Advisors LLC, a limited liability company (“DB”), as administrative agent for DB, Briazz Venture, L.L.C. and Spinnaker Investments Partners, L.P. (collectively, the “Lenders”) under the Security Agreement dated August 1, 2003, as amended (the “Agreement”), Flying Food Group, LLC (“FFG” and sometimes collectively with the Company and the Lenders, the “Parties”) and the Lenders. Any capitalized term not defined herein shall have the meaning given it in the Agreement unless otherwise noted.
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • May 18th, 2004 • Briazz Inc • Retail-eating places • New York
THIS FIRST AMENDMENT TO THE INTERCREDITOR AGREEMENT (this “Amendment”) is made as of December 10, 2003, by and between BRIAZZ, INC., a Washington corporation (the “Company”), and Deutsche Bank London Ag, acting through DB Advisors LLC, a limited liability company, Briazz Venture, L.L.C., Spinnaker Investments Partners, L.P., Laurus Master Fund Ltd, Delafield Hambrecht, Inc. and Flying Food Group LLC (collectively, the “Creditors” and sometimes collectively with the Company, the “Parties”). Any capitalized term not defined herein shall have the meaning given it in the Intercreditor Agreement between the Company and the Creditors dated August 1, 2003 (the “Agreement”) unless otherwise noted.
