REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made as of the
11th day of August, 2000, by and between New World Coffee - Manhattan Bagel,
Inc., a Delaware corporation (the "Company"), BET Associates, L.P., and
Brookwood New World Investors, LLC (the "Stockholders").
BACKGROUND
On the date hereof, the parties to this Agreement entered into the Series D
Preferred Stock and Warrant Purchase Agreement (the "Purchase Agreement"),
pursuant to which, among other things, Stockholders agreed to purchase up to
16,216.216 shares of the Company's Series D Preferred Stock at a purchase price
of $925.00 per share (the "Shares") and the Company delivered Warrants in the
form of a Warrant attached to the Purchase Agreement and has agreed to issue in
the future certain additional Warrants in similar form (collectively, the
"Warrants"). Capitalized terms used in this Agreement and not otherwise defined
in this Agreement shall have the meanings given to them in the Purchase
Agreement. As a material term of the Purchase Agreement, the Company has agreed
to grant to the Stockholders certain registration rights with respect to the
Registrable Securities.
Therefore, the parties agree as follows:
1. REGISTRATION RIGHTS. The Company covenants and agrees as follows:
1.1 DEFINITIONS. For purposes of this Section 1:
(a) The term "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(b) The term "Act" means the Securities Act of 1933, as amended.
(c) The term "Holder" means any person owning or having the right to
acquire Registrable Securities or any assignee of Registrable Securities in
accordance with Section 1.9 of this Agreement.
(d) The term "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Act, and the declaration or ordering of effectiveness
of such registration statement.
(e) The term "Registrable Securities" means the shares of Common Stock
issued or issuable (i) upon exercise of the Warrants; and (ii) any
securities of the Company issued or issuable in exchange for, or in
replacement of the Common Stock, excluding shares of Common Stock which may
be immediately sold under Rule 144.
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(f) The term "SEC" means the Securities and Exchange Commission.
1.2 DEMAND REGISTRATION.
(a) If the Company receives at any time, a written request from the
Holders of a majority of the Registrable Securities then outstanding (the
"Initiating Holders") that the Company file a registration statement under
the Act covering the registration of at least fifty percent (50%) of the
Registrable Securities then outstanding, then the Company shall:
(i) within 10 days of the receipt thereof, give written notice of
such request to all Holders;
(ii) use all reasonable efforts to file as soon as practicable,
and in any event within 60 days of the receipt of such request, a
registration statement for registration under the Act of all
Registrable Securities which the Holders request to be registered,
subject to the limitations of subsection 1.2(b); and
(iii) use all reasonable efforts to cause such registration
statement to become effective.
(b) If the Initiating Holders intend to distribute Registrable
Securities by means of an underwriting, they shall so advise the Company as
a part of their request made pursuant to subsection 1.2(a), and the Company
shall include such information in the written notice referred to in
subsection 1.2(a). The underwriter will be selected by the Initiating
Holders and shall be an underwriter of regional or national standing
reasonably acceptable to the Company. In such event, the right of any
Holder to include Registrable Securities in the registration shall be
conditioned upon such Holder's participation in the underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting
(unless otherwise mutually agreed by a majority in interest of the
Initiating Holders and such Holder). All Holders proposing to distribute
their securities through the underwriting shall (together with the Company
as provided in subsection 1.4(e)) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting. Notwithstanding any other provision of this Section 1.2, if
the underwriter advises the Initiating Holders in writing that marketing
factors require a limitation of the number of shares to be underwritten,
then the Initiating Holders shall so advise all Holders of Registrable
Securities which would otherwise be underwritten pursuant to this
subsection, and the number of shares of Registrable Securities that may be
included in the underwriting shall be allocated among all Holders,
including the Initiating Holders, in proportion (as nearly as practicable)
to the amount of Registrable Securities of the Company owned by each
Holder; provided, however, that the number of shares of Registrable
Securities to be included in the underwriting shall not be reduced unless
all other securities are first entirely excluded from the underwriting.
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(c) Notwithstanding the foregoing, if the Company furnishes to
Initiating Holders a certificate signed by the Chief Executive Officer of
the Company stating that the Company is engaged in an offering for itself
or others or that in the good faith judgment of the Board of Directors of
the Company, it would be detrimental to the Company for a registration
statement to be filed and it is therefore necessary to defer the filing of
the registration statement, the Company shall have the right to defer
taking action with respect to the filing for a period of not more than 120
days after receipt of the request of the Initiating Holders; provided,
however, that the Company may not utilize this right more than once in any
twelve-month period.
(d) In addition, the Company shall not be obligated to effect, or to
take any action to effect, any registration pursuant to this Section 1.2
(i) after the Company has effected two registrations pursuant to this
Section 1.2 and such registrations have been declared or ordered effective
or (ii) if such demand registration would then be filed within six months
of the initial filing of an earlier demand registration under this Section
1.2 or a registration under Section 1.9.
1.3 PIGGYBACK REGISTRATION.
If the Company proposes to register (including for this purpose a
registration effected by the Company for stockholder other than the Holders) any
of its stock under the Act in connection with the public offering of such
securities solely for cash (other than a registration on Form S-4 or Form S-8 or
successors thereto or on any other form which does not include substantially the
same information as would be required to be included in a registration statement
covering the sale of the Registrable Securities), the Company shall, at such
time, promptly give each Holder written notice of such registration. Upon the
written request of each Holder given within 20 days after mailing of such notice
by the Company, the Company shall, subject to the provisions of Section 1.4,
cause to be registered under the Act all of the Registrable Securities that each
such Holder has requested Registrable Securities to be registered. In the event
that the Company decides, for any reason, not to complete the registration of
shares of common stock other than the Registrable Securities, or in the event
that inclusion of the Registrable Securities would in the opinion of the
managing underwriter for the offering (or the Company if there is no
underwriter), impair an offering by the Company or its stockholders for whom the
registration statement is filed, the Company shall have no obligation under this
Section 1.3 to register, or continue with the registration of, the Registrable
Securities.
1.4 OBLIGATIONS OF THE COMPANY. Whenever required under this Section 1 to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use reasonable efforts to cause
such registration statement to become effective, and, upon the request of
the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration
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statement effective for a period of up to 120 days or until the
distribution contemplated in the Registration Statement has been completed,
whichever is earlier; provided, however, that the 120-day period shall be
extended for a period of time equal to the period the Holder is prohibited
from selling any securities included in such registration pursuant to
Section 1.10 hereof or the terms of any lockup agreement entered into at
the request of the Company or an underwriter.
(b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of
the Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of
the Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them.
(d) Use reasonable efforts to register and qualify the securities
covered by the registration statement under other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders;
provided that the Company shall not be required to qualify to do business
or to file a general consent to service of process in any such states or
jurisdictions.
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering.
(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act or the happening of any event as a
result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances
then existing.
(g) Cause all Registrable Securities registered pursuant to this
Agreement to be listed on each securities exchange on which similar
securities issued by the Company are then listed.
(h) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to this Agreement and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date
of the registration.
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(i) Use reasonable efforts to furnish, at the request of any Holder
requesting registration of Registrable Securities pursuant to this
Agreement, on the date that the Registrable Securities are delivered to the
underwriters for sale in connection with a registration pursuant to this
Section 1, if such securities are being sold through underwriters, or, if
such securities are not being sold through underwriters, on the date that
the registration statement with respect to such securities becomes
effective, (i) an opinion, dated such date, of the counsel representing the
Company, in form and substance as is customarily given by counsel to
underwriters in an underwritten public offering, and (ii) a letter dated
such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public
offering.
1.5 EXPENSES OF REGISTRATION. The Company shall bear and pay all expenses
incurred in connection with any registration, filing or qualification of
Registrable Securities with respect to the registrations pursuant to Sections
1.2 or 1.3 for each Holder, including (without limitation) all registration,
filing, and qualification fees, printers and accounting fees relating or
apportionable thereto and the fees and disbursements of counsel for the Company
and the reasonable fees and disbursements of one counsel for the selling Holders
selected by them, but excluding underwriting discounts and commissions relating
to Registrable Securities.
1.6 UNDERWRITING REQUIREMENTS. In connection with any offering involving an
underwriting of shares of the Company's capital stock, the Company shall not be
required under Section 1.3 to include any of the Holders' securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it (or by other persons
entitled to select the underwriters), and then only in such quantity as the
underwriters determine in their sole discretion will not jeopardize the success
of the offering by the Company and such other persons for whom the registration
statement was filed. If the total amount of securities, including Registrable
Securities, to be included in such underwriting exceeds the amount of
securities, other than the securities to be sold by the Company, that the
underwriters determine in their sole discretion is compatible with the success
of the offering, then the Company shall be required to include in the
underwriting only that number of Registrable Securities, if any, which the
underwriters determine in their sole discretion will not jeopardize the success
of the offering (the Registrable Securities so included to be apportioned pro
rata among the selling stockholders having piggyback registration rights
according to the total amount of Registrable Securities entitled to be included
therein owned by each selling stockholder of Registrable Securities or in such
other proportions as shall mutually be agreed to by such selling stockholder of
Registrable Securities).
1.7 INDEMNIFICATION. In the event any Registrable Securities are included
in a registration statement:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, any underwriter (as defined in the Act) for such
Holder
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and each person, if any, who controls such Holder or underwriter within the
meaning of the Act or the 1934 Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Act, the 1934 Act or other federal or state law, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise out
of or are based (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto or (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or material
fact necessary to make the statements therein not misleading; and the
Company will pay to each such Holder, underwriter or controlling person, as
incurred, any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability, or action, subject to the limitations of Section 1.7(c) below;
provided, however, that the indemnity agreement contained in this
subsection shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability, or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for any such
loss, claim, damage, liability, or action to the extent that it arises out
of or is based upon written information furnished expressly for use in
connection with such registration by or for any such Holder, underwriter or
controlling person.
(b) To the extent permitted by law, each selling Holder will indemnify
and hold harmless the Company, each of its directors, each of its officers
who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter and its
officers, and directors, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter
or other Holder, against any losses, claims, damages, or liabilities (joint
or several) to which any of the foregoing persons may become subject, under
the Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereto)
arise out of or are based upon written information furnished by or for such
Holder expressly for use in connection with such registration; and each
such Holder will pay, as incurred, any legal or other expenses reasonably
incurred by any person intended to be indemnified pursuant to this
subsection, in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld; provided, that, in no event shall any
indemnity under this subsection exceed the gross proceeds from the offering
received by such Holder.
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to
be made against any
<PAGE>
indemnifying party under this Section, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly noticed, to
assume the defense thereof with counsel reasonably satisfactory to the
parties; provided, however, than an indemnified party (together with all
other indemnified parties which may be represented without conflict by one
counsel) shall have the right to retain one separate counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying party
would be inappropriate due to actual or potential differing interests
between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party under
this Section, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to
any indemnified party otherwise than under this Section.
(d) If the indemnification provided for in this Section is held by a
court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable
by such indemnified party as a result of such loss, liability, claim,
damage, or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage, or expense
as well as any other relevant equitable considerations. The relative fault
of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or
omission.
(e) The obligations of the Company and Holders under this Section
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement.
1.8 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to making
available to the Holders the benefits of Rule 144, the Company agrees to use
reasonable efforts to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
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(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the 1934 Act; and
(c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, upon request (i) a written statement by the Company stating
whether it has complied with the reporting requirements of Rule 144, the
Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, unless available on EDGAR and (iii) such other information as may
be reasonably requested in availing any Holder of any other rule or
regulation of the SEC which permits the selling of any such securities
without registration or pursuant to such form.
1.9 Form S-3 Registration. In case the Company shall receive from any
Holder or Holders a written request or requests that the Company effect a
registration on Form S-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such Holder or
Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any
related qualification or compliance, to all other Holders; and
(b) as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all or such portion of such
Holder's or Holders' Registrable Securities as are specified in such
request, together with all or such portion of the Registrable Securities of
any other Holder or Holders joining in such request as are specified in a
written request given within fifteen (15) days after receipt of such
written notice from the Company; provided, however, that the Company shall
not be obligated to effect any such registration, qualification or
compliance, pursuant to this Section 1.9:
(i) if Form S-3 is not available for such offering by the
Holders;
(ii) if the Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if
any) at an aggregate price to the public (net of any underwriters'
discounts or commissions) of less than $500,000,
(iii) if the Company shall furnish to the Holders a certificate
signed by the President of the Company stating that in the good faith
judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its stockholders for such
Form S-3 Registration to be effected at such time, in which event the
Company shall have the right to defer the filing of the Form S-3
registration statement for a period of not more than one hundred
twenty (120) days after receipt of the request of the Holder or
Holders under this Section 1.9; provided,
<PAGE>
however, that the Company shall not utilize this right more than once
in any twelve (12) month period;
(iv) if the Company has, within the six (6) month period
preceding the date of such request, already effected one (1)
registration on Form S-3 for the Holders pursuant to this Section 1.9;
or
(v) in any particular jurisdiction in which the Company would be
required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or
compliance.
Subject to the foregoing, the Company shall file a registration statement
covering the Registrable Securities and other securities so requested to be
registered as soon as practicable after receipt of the request or requests of
the Holders. All expenses incurred in connection with a registration requested
pursuant to Section 1.9 (other than underwriting discounts and commissions and
fees and disbursements of counsel for the Holders), including (without
limitation) all registration, filing, qualification, printer's and accounting
fees and counsel for the Company, shall be borne by the Company. Registrations
effected pursuant to this Section 1.9 shall not be counted as demands for
registration or registrations effected pursuant to Sections 1.2.
1.10 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to
register Registrable Securities pursuant to this Agreement may be assigned (but
only with all related obligations) by a Holder, provided: (a) the Company is,
within a reasonable time after such transfer, furnished with written notice of
the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned; (b) such
transferee or assignee agrees in writing to be bound by and subject to the terms
and conditions of this Agreement; (c) such assignment shall be effective only if
immediately following such transfer the further disposition of such securities
by the transferee or assignee is restricted under the Act and the Purchase
Agreement; and (d) the Company gives its prior written consent, such consent not
to be unreasonably withheld provided, however, that no consent shall be required
for the transfer of such rights as follows: (i) by BET Associates L.P. to Bruce
Toll, Leonard Tannenbaum, any entity where a majority of the capital stock or
other equity interest is held by either Mr. Toll or Mr. Tannenbaum, their
respective heirs, and any trust formed for the benefit of their heirs; and (ii)
by Brookwood New World Investors LLC to (A) its members, (B) the members of its
managing member, and (C) the members, partners or shareholders of any of the
managing member's members, which, as to clause (C), shall not exceed 20
transferees. The Company agrees that it will consent to assignments to trusts
created by the Stockholder for estate planning purposes. The Company is not
required to consent to any transfer of registration rights to securities which
are then saleable under Rule 144.
1.11 LOCK-UP. In connection with any underwritten public offering by the
Company, the Stockholder agrees, if requested, to execute a lock-up letter
addressed to
<PAGE>
the managing underwriter in customary form agreeing not to sell or otherwise
dispose of the Registrable Securities owned by the Stockholder (other than any
that may be included in the offering) for a period not exceeding 180 days.
2. MISCELLANEOUS.
2.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties (including transferees
of any Registrable Securities). Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
2.2 TERMINATION OF REGISTRATION RIGHTS. The registration rights granted
hereunder shall terminate with respect to each holder of Registrable Securities
at such time as all shares of Registrable Securities held by such holder of
Registrable Securities may immediately be sold at one time under Rule 144 of the
1934 Act in a single transaction.
2.3 GOVERNING LAW. This Agreement shall be governed by and construed under
the laws of the State of New York, without regard to choice of law provisions.
2.4 COUNTERPARTS. This Agreement 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.
2.5 NOTICES. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in the manner and to the addresses set forth
in the Purchase Agreement.
2.6 EXPENSES. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled.
2.7 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended, and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and the holders of a majority of the
Registrable Securities then outstanding. Any amendment or waiver effected in
accordance with this Section shall be binding upon each holder of any
Registrable Securities then outstanding, each future holder of all such
Registrable Securities, and the Company.
2.8 SEVERABILITY. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provisions shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provisions were so excluded and shall be enforceable with its terms.
<PAGE>
2.9 CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL
COURT LOCATED WITHIN THE CITY, COUNTY AND STATE OF NEW YORK AND IRREVOCABLY
AGREE THAT, SUBJECT TO THE ELECTION, ALL ACTIONS OR PROCEEDINGS RELATING TO THIS
AGREEMENT OR THE RELATED AGREEMENTS MAY BE LITIGATED IN SUCH COURTS. THE PARTIES
ACCEPT FOR THEMSELVES AND IN CONNECTION WITH THEIR PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVE
ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY (SUBJECT TO ANY APPEAL AVAILABLE WITH RESPECT TO SUCH
JUDGMENT) IN CONNECTION WITH THIS AGREEMENT OR THE NOTES. NOTHING HEREIN SHALL
AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT OF THE PARTIES TO BRING PROCEEDINGS OR OBTAIN OR ENFORCE
JUDGMENTS AGAINST EACH OTHER IN THE COURTS OF ANY OTHER JURISDICTION.
2.10 WAIVER OF JURY TRIAL.
THE HOLDER AND THE COMPANY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT, THE RELATED AGREEMENTS OR ANY DEALINGS AMONG THEM RELATING TO THE
SUBJECT MATTER OF THIS TRANSACTION. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT
OR TO THE NOTES OR THE WARRANTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.
2.11 ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter of this agreement
[SIGNATURE PAGE FOLLOWS]
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The parties have executed this Registration Rights Agreement as of the date
first above written.
NEW WORLD COFFEE -
MANHATTAN BAGEL, INC.
By: ____________________________
R. Ramin Kamfar, President
BET ASSOCIATES, L.P.
By: BRU Holding Co., LLC
Its General Partner
By: ____________________________
Name:
Title:
BROOKWOOD NEW WORLD INVESTORS LLC
By: ____________________________
Name:
Title:
