EXHIBIT 4.6 SECOND ALLONGE AND AMENDMENT
TO
SERIES C WARRANTS OF ELXSI CORPORATION
THIS SECOND ALLONGE AND AMENDMENT (this "instrument") to the Series C
Warrant to Purchase Common Stock of ELXSI Corporation, a Delaware corporation
(the "Company"), described hereinbelow (as amended by that certain Allonge and
Amendment dated _________, 1997 (the "First Allonge") (the "Subject Warrants
Agreement"; and the warrants evidenced thereby, the "Subject Warrants") is being
executed by the Company and the current holder (the "Holder") of the Subject
Warrants, with the intention and understanding that: (1) the amendments set
forth herein shall be binding upon the Company, the Holder and their respective
successors and assigns (including, without limitation, subsequent holders of the
Subject Warrants); and (2) this instrument shall be attached to, and form a part
of, the Subject Warrants Agreement or, in lieu thereof, that the amendments of
the Subject Warrants provided for herein shall be incorporated in any new
Subject Warrants Agreement that may be issued at a future date (including upon
any transfer of the Subject Warrants).
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, and intending to be legally
bound, it is hereby agreed as follows:
7. INCREASE IN OF EXERCISE PRICE. WITH THE INTENTION OF FURTHER
INCREASING (BEYOND THAT PROVIDED IN THE FIRST ALLONGE) THE CURRENT EXERCISE
PRICE OF THE SUBJECT WARRANTS TO $6.278 PER SHARE, THE SUBJECT WARRANT AGREEMENT
IS HEREBY AMENDED BY: (A) DELETING THE "$4.36" BOTH TIMES IT APPEARS IN THE
INITIAL PARAGRAPH THEREOF (DISREGARDING FOR THIS PURPOSE THE "$5.23" INSERTED
THEREIN PURSUANT TO THE FIRST ALLONGE); AND (B) INSERTING, IN LIEU THEREOF,
"$6.278".
8. EXTENSION OF EXPIRATION DATE. WITH THE INTENTION OF EXTENDING THE
EXPIRATION DATE OF THE SUBJECT WARRANTS BY A FURTHER TWO YEARS (BEYOND THE
EXPIRATION PROVIDED IN THE FIRST ALLONGE), THE SUBJECT WARRANT AGREEMENT IS
HEREBY AMENDED BY: (A) DELETING THE "JANUARY 31, 1997" WHERE IT APPEARS IN THE
DEFINITION OF "EXPIRATION DATE" THEREIN (DISREGARDING FOR THIS PURPOSE THE
"JANUARY 31, 1999" INSERTED THEREIN PURSUANT TO THE FIRST ALLONGE); AND (B)
INSERTING, IN LIEU THEREOF, THE "JANUARY 31, 2001".
9. MISCELLANEOUS. EXCEPT AS EXPRESSLY AMENDED HEREBY, THE SUBJECT
WARRANTS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE
TERMS THEREOF; PROVIDED THAT THE FIRST ALLONGE IS SUPERSEDED HEREBY AND SHALL NO
LONGER BE OF ANY FORCE OR EFFECT. THIS INSTRUMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO
CONFLICT OF LAWS.
Dated: January ___, 1999 SUBJECT WARRANTS:
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Cert. No.: C-3
Dated: 8/1/95
No. Warrants: 68,762
AGREED AND ACCEPTED:
THE COMPANY: THE HOLDER:
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ELXSI CORPORATION ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.C.
By: By:
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Name: Name:
Title: Title: