EXHIBIT 4.8
AMENDMENT NO. 1
TO
SERIES C WARRANT
TO
PURCHASE COMMON STOCK
OF
RAPTOR NETWORKS TECHNOLOGY, INC.
THIS AMENDMENT NO. 1 TO SERIES C WARRANT TO PURCHASE COMMON STOCK (the
"AMENDMENT") is entered into effective as of December 12, 2005 (the "EFFECTIVE
DATE"), by and among RAPTOR NETWORKS TECHNOLOGY, INC., a Colorado corporation
(the "COMPANY"), and DMK Investments, LLC ("DMK"), Transglobal Investments, LLC
("Transglobal"), and Uptrend Investment, Inc. ("UPTREND") (DMK, Transglobal and
Uptrend each a "HOLDER," and collectively, the "HOLDERS"). The Company and the
Holders may collectively be referred to herein as the "Parties."
R E C I T A L S
A. The Company issued a Series C Warrant to Purchase Common Stock, dated on
or around June 1, 2004, with an exercise price of $3.00 per share of common
stock, to each of the Holders in the following amounts: DMK, for the purchase of
up to 138,889 shares of the Company's common stock; Transglobal, for the
purchase of up to 277,778 shares of the Company's common stock; and Uptrend, for
the purchase of up to 555,556 shares of the Company's common stock (each a
"WARRANT," and collectively the "WARRANTS").
B. The Company previously delivered a letter to the Holders whereby the
Company agreed to reduce the Exercise Price of the Warrants to $1.25 per share,
a conformed copy of which letter is attached hereto as EXHIBIT A (the "EXERCISE
PRICE LETTER").
C. The Parties entered into a letter agreement, dated August 8, 2005, and
accepted and agreed to by the Holders on September 20, 2005, whereby the Parties
agreed in principle to certain amendments to the Warrants, a copy of which
letter agreement is attached hereto as EXHIBIT B (the "LETTER AGREEMENT").
D. The Parties desire to formalize the amendments set forth in the Exercise
Price Letter and the Letter Agreement and amend the Warrants in the manner
specifically set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows.
1. CAPITALIZED TERMS. Capitalized terms used but not defined herein shall
have the meanings for such terms that are set forth in the Warrants.
2. CERTAIN AMENDMENTS.
(a) AMENDMENT TO SECTION 1(a) - EXERCISE PRICE. The last sentence of
Section 1(a) of the Warrants shall hereby be amended and restated as follows:
"The "EXERCISE PRICE" for each Warrant Share purchased by the
Holder upon the exercise of this Warrant shall be equal to $1.25,
subject to adjustment for the events specified in Section 4 below."
(b) AMENDMENT TO SECTION 4(d). For purposes of clarifying the
adjustment procedure set forth in SECTION 4 of the Warrants, the following
sentence shall be added to the end of SECTION 4(d) of the Warrants:
"For purposes of clarity, no adjustment pursuant to this
paragraph 4 shall result from a decrease of the Exercise Price
mutually agreed to by the Company and the Holder."
3. NO ADJUSTMENT RESULTING FROM REDUCED EXERCISE PRICE. In accordance with
the amendment to Section 4(d) of the Warrants set forth in SECTION 2(b) of this
Amendment, no adjustment pursuant to Section 4 of the Warrants shall result from
the reduction in Exercise Price pursuant to the amendment set forth in SECTION
2(a) of this Amendment.
4. NO OTHER MODIFICATIONS INTENDED. Except as specifically set forth
herein, no other modification of the Warrants is intended or to be implied and
the terms of the Warrants, except as modified herein, shall remain in full force
and effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to
Series C Warrant to Purchase Common Stock effective as of the Effective Date.
COMPANY: RAPTOR NETWORKS TECHNOLOGY, INC.,
a Colorado corporation
By: /s/ Xxx xxx Xxxxx
--------------------------------------
Xxx xxx Xxxxx, Chief Financial Officer
HOLDERS: DMK Investments, LLC
By: /s/ Xxxxxx Xxxx
--------------------------------------
Its: Manager
Transglobal Investments, LLC
By: /s/ Xxxxxx Xx
--------------------------------------
Its: Manager Member
Uptrend Investment, Inc.
By: /s/ Xxxxxxxxx Xxx Xxxx
--------------------------------------
Its: Xxxxxxxxx Xxx Chin (Pres.)
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