WAIVER AND AMENDMENT NO. 5 TO NOTE, dated as of January 25, 2010 (this “Amendment”)Subordinated Note and Warrant Purchase Agreement • February 3rd, 2010 • Brandpartners Group Inc • Services-management consulting services • New York
WHEREAS, BPG, BPR, and CMII are parties to a certain Subordinated Note and Warrant Purchase Agreement 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, Amendment No. 4, dated as of May 5, 2005, Amendment No. 5 and Waiver, dated as of March 28, 2007 and Amendment No. 6, dated as of March 27, 2008 (the “Purchase Agreement”), pursuant to which BPR has issued and sold to CMII a subordinated promissory note in the original principal amount of $5,000,000 with a final maturity of October 29, 2010 (as amended by Amendment No. 1, dated as of January 7, 2004, Amendment No. 2, dated as of March 27, 2008, Amendment No. 3, dated as of March 31, 2009 and Waiver and Amendment No. 4, dated as of November 17, 2009, the “Original Note” and as amended hereby, the “Note”) and BPG has issued and sold to CMII certain warrants for the purchase of an aggregate of
