Amendment No. 3 to 2001 Warrant



 Exhibit 10.1 
 AMENDMENT NO. 3 TO 2001 WARRANT 
 THIS AMENDMENT NO. 3
TO 2001 WARRANT (this “Amendment”) is made as of February 10, 2010 by and between Sequoia Enterprises, L.P., a California limited partnership (“Sequoia”), and Diedrich Coffee, Inc., a Delaware corporation (the
“Company”). 
 Reference is made to that certain Warrant to purchase 250,000 shares of Company common stock
issued by the Company to Sequoia on May 8, 2001, as amended on August 26, 2008 and November 10, 2008 (the “Warrant”). Capitalized terms but not defined herein have the respective meanings ascribed to them in the
Warrant. 
 NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Sequoia and the Company agree as follows: 
 1. Amendment of
Automatic Conversion Feature of Warrant. 
 (a) Section 2.5 of the Warrant is hereby amended and restated in its
entirety as follows: 
 “2.5 Acquisition; Asset Transfer. To the extent possible, the Company shall provide
the Holder with no less than seven (7) days prior written notice of an Acquisition or an Asset Transfer.” 
 (b) The
first sentence of Section 3.1 of the Warrant is hereby amended and restated in its entirety as follows: 
 “This
Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such exercise shall
be treated for all purposes as the holder of record of such shares as of the close of business on such date; provided, if the Holder elects to exercise this Warrant in connection with an Acquisition or an Asset Transfer, the shares of Warrant Stock
issuable upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares immediately prior to consummation of the Acquisition or Asset Transfer, as applicable.” 
 2. No Waiver or Further Amendment. Other than as specifically and expressly set forth above, nothing herein shall be construed as a
waiver or amendment of any of the terms or conditions of the Warrant. This Amendment may not be amended except by an instrument in writing duly signed on behalf of Sequoia and the Company. 
 3. Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State
of California, without giving effect to its conflicts of law principles. 
  

 1 








 4. Counterparts. This Amendment may be executed by facsimile or similar electronic
transmission in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. 
 [Signature page follows.] 
  

 2 








 IN WITNESS WHEREOF, Sequoia and the Company has duly executed this Amendment as of the date
first above written. 
  

			
	SEQUOIA ENTERPRISES, L.P.
		
	By:	 	 /s/ Paul Heeschen

	Name:	 	Paul Heeschen
	Title:	 	General Partner
	
	DIEDRICH COFFEE, INC.
		
	By:	 	 /s/ Sean M. McCarthy

	Name:	 	Sean M. McCarthy
	Title:	 	Chief Financial Officer


  

 3