AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT, dated as of March 29, 2001 (
"Amendment"), by and among NEW WORLD COFFEE - MANHATTAN BAGEL, INC., a Delaware
corporation (the "Company"), and the several parties listed on Schedule I hereto
(the "Stockholders"), amending the Stockholders Agreement, dated as of January
18, 2001 (the "Original Stockholders Agreement"), among the Company and the
Stockholders.
WHEREAS, the Company and certain purchasers (the "Series F Purchasers")
have entered into a Second Series F Preferred Stock and Warrant Purchase
Agreement dated as of March 29, 2001 (the "Second Purchase Agreement"), pursuant
to which the Series F Purchasers will purchase from the Company an additional
5,000 shares of Series F Preferred Stock, $.001 par value (the "Series F
Preferred Stock"), of the Company and warrants (the "Second Warrants") to
purchase shares (the "Second Warrant Shares") of Common Stock of the Company in
the form attached to the Second Purchase Agreement;
WHEREAS, pursuant to Section 9 of the Original Stockholders Agreement, the
Company may amend the Original Stockholders Agreement, in an instrument executed
by the majority of voting power of shares of capital stock of the Company owned
by the Stockholders, including the holders of 66-2/3% of the outstanding shares
of Series F Preferred Stock and the Company;
WHEREAS, the holders of (i) more than the majority of voting power of
shares of capital stock of the Company owned by the Stockholders and (ii) more
than 66-2/3% of the outstanding shares of Series F Preferred Stock have executed
this Amendment;
WHEREAS, the Company and the Stockholders deem it in their best interests
to subject the Second Warrants and the Second Warrant Shares to the provisions
of the Stockholders Agreement, and the Company and the Stockholders are willing
to amend the Original Stockholders Agreement as provided herein;
WHEREAS, as an inducement to the Series F Purchasers to consummate the
transactions contemplated by the Second Purchase Agreement, the Company and each
of the Stockholders have agreed to enter into this Amendment; and
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. The definition of "Warrants" in the Stockholders Agreement is hereby
amended to include the Second Warrants.
2. The definition of "Warrant Shares" in the Stockholders Agreement is
hereby amended to include the Second Warrant Shares.
3. The shares of Series F Preferred Stock referred to in the Original
Stockholders Agreement shall also include the additional 5,000 shares of Series
F Preferred Stock purchased by the Series F Purchasers pursuant to the Second
Purchase Agreement.
4. The Stockholders Agreement is hereby amended by deleting Schedule I to
the Stockholders Agreement in its entirety and replacing it with Schedule I
attached hereto.
5. The Stockholders Agreement, as amended by this Amendment, is hereby in
all respects confirmed and each of the parties hereto acknowledges and agrees
that it is bound by all the terms and provisions thereof, as amended hereby.
6. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to conflict of laws
principles.
7. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as a sealed instrument, all as of the day and year first above written.
COMPANY: NEW WORLD COFFEE - MANHATTAN
BAGEL, INC.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: CEO
STOCKHOLDERS: ▇▇▇▇▇▇▇ ▇▇▇▇▇ III, L.P.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
Title:
BET ASSOCIATES, L.P.
By: BRU Holding Co., LLC
Its General Partner
By:/s/ ▇▇▇▇▇ ▇▇▇▇
--------------
Name:
Title:
BROOKWOOD NEW WORLD INVESTORS LLC
By: Brookwood New World Co., LLC,
Its Managing Member
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chariman & CEO
{00514463.DOC}
SCHEDULE I
STOCKHOLDERS
Series F
Stockholder Preferred Stock Warrant
----------- --------------- -------
▇▇▇▇▇▇▇ ▇▇▇▇▇ III, L.P. 25,000,000 10,605,140
BET Associates, L.P. 8,213.01 3,263,178
Brookwood New World Investors, LLC 8,185.32 3,263,178
