EXHIBIT 4.9
FOURTH ALLONGE AND AMENDMENT
to
SERIES C WARRANTS OF ELXSI CORPORATION
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THIS FOURTH 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"), that certain Second
Allonge and Amendment dated January __, 1999 (the "Second Allonge, and that
certain Third Allonge and Amendment dated September ___, 2000 ("Third Allonge";
and collectively with the First Allonge and Second 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:
a) 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 $9.041 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", "$6.278"
and "$7.534" inserted therein pursuant to the First Allonge, Second Allonge and
Third Allonge, respectively); and (B) inserting, in lieu thereof, "$9.041".
b) 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", January 31, 2001 and "January 31, 2003" inserted therein
pursuant to the First Allonge, Second Allonge and Third Allonge, respectively);
and (B) inserting, in lieu thereof, "January 31, 2005".
c) 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 27, 2002 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 XXXXX XXXXXXXX L.L.C.
By: /s/ XXXXX X. XXXXXXXXX By: /s/ XXXXXXXXX X. XXXXXX
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Xxxxx X. Xxxxxxxxx Xxxxxxxxx X. Xxxxxx
Vice President & President
Chief Financial Officer
