AMENDMENT NO. 1 TO WARRANTS
Exhibit
99.3
AMENDMENT
NO. 1 TO WARRANTS
THIS AMENDMENT NO. 1 TO
WARRANTS, dated as of February 3,
2009 (this “Amendment”), is
issued by nFinanSe Inc., a Nevada corporation (the “Company”), to
____________________ (the “Holder”).
RECITALS
A. WHEREAS, the Company, the
Holder and other lenders (together with the Holder, the “Lenders”) are parties
to that certain Loan and Security Agreement, dated as of June 10, 2008, as
modified by a First Amendment to Loan and Security Agreement, dated as of August
18, 2008, and a Second Amendment to Loan and Security Agreement, dated as of
September 4, 2008 (as previously amended, the “Original Loan and Security
Agreement”); and
B. WHEREAS, the Company and the
Lenders entered into that certain Amended and Restated Loan and Security
Agreement, dated as of November 26, 2008 (the “Amended Loan and Security
Agreement”), in order to allow for certain accommodation loans (the
“Accommodation
Loans”); and
C. WHEREAS, the Company has
requested that the Lenders provide the full amount of the Accommodation Loans
pursuant to the terms and conditions of the Amended Loan and Security Agreement;
and
D. WHEREAS, the Company
has further requested that the Lenders amend the Amended Loan and Security
Agreement, which amendment enables the Company to keep the Accommodation Loans
outstanding in the event the Company issues any debt or equity securities (the
“Amendment”);
and
E. WHEREAS, in consideration for
the Holder’s participation in the Accommodation Loans and entrance into and
execution of the Amendment, the Company agreed to amend any and all warrants to
purchase shares of the Company’s common stock currently held by the Holder (such
warrants as listed on Schedule
A hereto, the “Warrants”) such that
the exercise price (the “Exercise Price”) of
the Warrants shall be reduced to $1.00 per share.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter contained,
the parties hereto agree as follows:
1. The
Exercise Price set forth in the first sentence of the first paragraph of the
Warrants is hereby amended to be $1.00.
2. Any
provision of the Warrants which is inconsistent with the provisions of this
Amendment shall be deemed amended to effectuate the intention expressed
herein. Except as hereby amended, the Warrants shall remain unchanged
and in full force and effect.
[Signature
Page Follows.]
DB1/62547772.1
IN WITNESS WHEREOF, this
Amendment has been duly executed as of the date first written
above.
DB1/62547772.1
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Schedule
A
The
Warrants
__________________
DB1/62547772.1
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