WARRANT TO PURCHASE COMMON STOCK OF NEW WORLD COFFEE - MANHATTAN BAGEL, INC.Greenlight Capital LLC • July 2nd, 2001 • Retail-eating places
This is to certify that, for value received, __________________ (the "Holder") is entitled to purchase, subject to the provisions of this Warrant, from NEW WORLD COFFEE - MANHATTAN BAGEL, INC., a Delaware corporation (the "Company"), ___________ shares (subject to adjustment or reduction as provided herein) of Common Stock, $0.001 par value, of the Company ("Common Stock"), at a price of $0.01 per share (subject to adjustment as provided herein) at any time during the period beginning on the Issue Date and ending not later than 5:00 p.m. New York time on June 19, 2006 (the "Termination Date"). The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for a share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Shares," and the exercise price of a share of Common Sto
GREENLIGHT CAPITAL, L.L.C. 420 Lexington Avenue Suite 1740 New York, N.Y. 10170Greenlight Capital LLC • July 2nd, 2001 • Retail-eating places
Reference is hereby made to that certain Limited Liability Company Operating Agreement (the "LLC Agreement") of Greenlight New World, L.L.C. (the "LLC ") dated as of January 8, 2001 by and among Greenlight Capital, L.P., Greenlight Capital Qualified L.P. and Greenlight Capital Offshore, Ltd. (each individually a "Member" and together, "Greenlight"). Under the terms of the LLC Agreement, New World Coffee-Manhattan Bagel, Inc. (the "Manager") was appointed the manager of the LLC and has been acting in such capacity for the LLC. Reference is also made to that certain Bond Purchase Agreement (the "Bond Purchase Agreement") entered into as of January 17, 2001, by and among the Manager and Greenlight, pursuant to which Greenlight agreed to contribute $10 million (such amount plus the accretion thereon pursuant to the terms of the Bond Purchase Agreement is herein referred to as the "Contribution Amount") to the LLC for the purchase of certain bonds (the "Bonds") known as Einstein/Noah Bagel
AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENTStockholders Agreement • July 2nd, 2001 • Greenlight Capital LLC • Retail-eating places • New York
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.
AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2001 • Greenlight Capital LLC • Retail-eating places • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of June 19, 2001 ("Amendment"), by and among NEW WORLD COFFEE-MANHATTAN BAGEL, INC., a Delaware corporation (the "Company"), and the holders of certain warrants listed on Schedule I hereto (the "Stockholders"), amending the Amended and Restated Registration Rights Agreement dated as of January 18, 2001 and Amendment No. 1 dated March 29, 2001 thereto (as heretofore amended, the "Registration Rights Agreement"), among the Company and the Stockholders, which amended and restated the Registration Rights Agreement dated as of August 11, 2000, by and between the Company, BET Associates, L.P., and Brookwood New World Investors, LLC. Capitalized terms used herein without definition shall have the meanings set forth in the Registration Rights Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 2nd, 2001 • Greenlight Capital LLC • Retail-eating places
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • July 2nd, 2001 • Greenlight Capital LLC • Retail-eating places
AGREEMENT made as of the 19th day of June, 2001 by and among New World Coffee-Manhattan Bagel, Inc., a Delaware corporation (the "Company"), with an office at 246 Industrial Way West, Eatontown, NJ 07724, Halpern Denny III, L.P., 500 Boylston Street, Suite 1880, Boston, MA 02116 ("Halpern Denny"), Brookwood New World Investors, L.L.C., 55 Tower Road, Beverly, MA 01915 ("Brookwood"), BET Associates, L.P., 3103 Philmont Avenue, Huntingdon Valley, PA 19006 ("BET"); Greenlight Capital, L.P., Greenlight Capital Qualified, L.P. and Greenlight Capital Offshore, Ltd., c/o Greenlight Capital, 420 Lexington Avenue, Suite 1740, New York, N.Y. 10107 ("Greenlight") and Special Situations Private Equity Fund, L.P., Special Situations Cayman Fund, Ltd. and Special Situations Fund III, L.P., 153 East 53rd Street, New York, NY 10022 ("Special Situations").
NEW WORLD COFFEE - MANHATTAN BAGEL, INC. THIRD SERIES F PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTPreferred Stock and Warrant Purchase Agreement • July 2nd, 2001 • Greenlight Capital LLC • Retail-eating places • New York
THIS THIRD SERIES F PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the "Agreement") is entered into as of June 19, 2001, by and among New World Coffee - Manhattan Bagel, Inc., a Delaware corporation (the "Company"), and the purchasers listed in Schedule I hereto (the "Purchasers").
