AMENDMENT AND WAIVER NO. 5, dated as of March , 2007 (this "Amendment") BY AND AMONGSubordinated Note and Warrant Purchase Agreement • April 3rd, 2007 • Brandpartners Group Inc • Services-management consulting services • New York
WHEREAS, the Companies and CMII are parties to a certain Subordinated Note and Warrant Purchase Agreement dated as of October 22, 2001, as amended by Amendment No. 1 and Waiver dated as of May 14, 2002, Amendment No. 2 and Waiver dated as of August 9, 2002, Amendment No. 3 and Waiver dated as of January 7, 2004 and Amendment No. 4, dated as of May 5, 2005 (the "Original Purchase Agreement" and as amended hereby, the "Purchase Agreement") pursuant to which (i) BPR has issued and sold to CMII a subordinated promissory note (as amended by Amendment No. 1, dated as of January 7, 2004, the "Note") in the original principal amount of $5,000,000 with a final maturity of October 22, 2008, and (ii) BPG has issued and sold to CMII certain warrants for the purchase of an aggregate of 665,000 shares of common stock of BPG (the "Warrants"); and
Specialty Lending Group TD Banknorth, N.A. 5 Commerce Park North Bedford, NH 03110 TDBanknorth.comCommercial Loan Agreement • April 3rd, 2007 • Brandpartners Group Inc • Services-management consulting services
