Exhibit 99.11
-------------
AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT
AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT, dated as of June 19, 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 and Amendment No. 1 thereto dated March 29, 2001 (the "Original
Stockholders Agreement"), among the Company and the Stockholders.
WHEREAS, the Company and certain previous purchasers (the "Initial
Series F Purchasers") and certain new purchasers (the "Additional Series F
Purchasers," and together with the Initial Series F Purchasers, the "Series F
Purchasers") have entered into (i) a Series F Preferred Stock Purchase Agreement
dated as of June 7, 2001 (as amended, the "June Series F Purchase Agreement")
and (ii) a Third Series F Preferred Stock and Warrant Purchase Agreement dated
as of June 19, 2001 (the "Third Purchase Agreement"), pursuant to which the
Series F Purchasers have purchased from the Company an additional 25,000 shares
of Series F Preferred Stock, $.001 par value (the "Series F Preferred Stock"),
of the Company and warrants (the "Third Warrants") to purchase up to 21,153,934
shares (the "Third Warrant Shares") of Common Stock of the Company in the form
attached to the June Series F Purchase Agreement and Third 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 Third Warrants and the Third 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; and
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;
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 Original Stockholders Agreement
is hereby amended to include the Third Warrants.
2. The definition of "Warrant Shares" in the Original Stockholders
Agreement is hereby amended to include the Third Warrant Shares.
3. The shares of Series F Preferred Stock referred to in the Original
Stockholders Agreement shall also include the additional 25,000 shares of Series
F Preferred Stock purchased by the Series F Purchasers pursuant to the June
Series F Purchase Agreement and the Third Purchase Agreement.
4. The Original Stockholders Agreement is hereby amended by deleting
Schedule I to the Original Stockholders Agreement in its entirety and replacing
it with Schedule I attached hereto.
5. The Original 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.
2
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
-----------------------------
Name:
Title:
STOCKHOLDERS: XXXXXXX XXXXX III, L.P.
By
-----------------------------
Name:
Title:
BET ASSOCIATES, L.P.
By: BRU Holding Co., LLC
Its General Partner
By:
-----------------------------
Name:
Title:
BROOKWOOD NEW WORLD INVESTORS LLC
By: Brookwood New World Co., LLC,
Its Managing Member
By:
-----------------------------
Name:
Title:
GREENLIGHT CAPITAL, L.P.
By
-----------------------------
Name:
Title:
GREENLIGHT CAPITAL QUALIFIED, L.P.
By
-----------------------------
Name:
Title:
GREENLIGHT CAPITAL OFFSHORE, LTD.
By
-----------------------------
Name:
Title:
SPECIAL SITUATIONS PRIVATE EQUITY
FUND, L.P.
By
-----------------------------
Name:
Title:
SPECIAL SITUATIONS CAYMAN FUND, L.P.
By
-----------------------------
Name:
Title:
SPECIAL SITUATIONS FUND III, L.P.
By
-----------------------------
Name:
Title:
SCHEDULE I
STOCKHOLDERS
Series F
Stockholder Preferred Stock Warrant
----------- --------------- -------
Xxxxxxx Xxxxx III, L.P. 32,500 16,951,320
BET Associates, L.P. 8,213.01 3,263,178
Brookwood New World Investors, LLC 8,185.32 3,263,178
Greenlight Capital, L.P. 2,200 1,861,546
Greenlight Capital Qualified, L.P. 5,300 4,484,634
Greenlight Capital Offshore, Ltd. 5,000 4,230,787
Special Situations Private Equity Fund, L.P. 1,200 1,015,389
Special Situations Cayman Fund, L.P. 950 803,850
Special Situations Fund III, L.P. 2,850 2,411,548
