EXHIBIT 4.9
THIRD ALLONGE AND AMENDMENT
TO
SERIES C WARRANTS OF ELXSI CORPORATION
THIS THIRD 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") and that certain Second
Allonge and Amendment dated January __, 1999 (the "Second Allonge; and
collectively with the First Allonge, the "Prior Allonges") (the "Subject
Warrants Agreement"; and the warrants evidenced thereby, the "Subject Warrants")
is being executed and delivered 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:
1. INCREASE IN OF EXERCISE PRICE. With the intention of further increasing
(beyond that provided in the Prior Allonges) the current exercise price of the
Subject Warrants to $7.534 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" and "$6.278"
inserted therein pursuant to the First Allonge and Second Allonge,
respectively); and (B) inserting, in lieu thereof, "$7.534".
2. EXTENSION OF EXPIRATION DATE. With the intention of extending the
expiration date of the Subject Warrants by a further two years (beyond the
expiration date provided in the Second 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" and "January 31, 2001" inserted therein pursuant to the First
Allonge and Second Allonge, respectively); and (B) inserting, in lieu thereof,
"January 31, 2003".
3. 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 Prior Allonges are 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: September 26, 2000 SUBJECT WARRANTS:
Cert. No.: C-3
Dated: 8/1/95
No. Warrants: 68,762
AGREED AND ACCEPTED:
THE COMPANY: THE HOLDER:
ELXSI CORPORATION ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.C.
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Vice President & Chief Financial Officer President