AMENDMENT NO. 1 TO WARRANT
Exhibit
99.2
AMENDMENT
NO. 1 TO WARRANT
THIS AMENDMENT NO. 1 TO
WARRANT, dated as of November 26,
2008 (this “Amendment”), is
issued by nFinanSe Inc., a Nevada corporation (the “Company”), to
__________________, a __________________ corporation (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, in connection with
entrance into and consummation of the transactions contemplated by the Original
Loan and Security Agreement, the Company issued to Holder that certain Warrant
to Purchase Common Stock, dated July 21, 2008 (the “Warrant”), entitling
the Holder, subject to the provisions of the Warrant, to purchase _________
shares of common stock of the Company, $0.001 par value per share, at an
exercise price of $2.30 per share (the “Exercise Price”);
and
C. WHEREAS, the Company has
requested that the Lenders amend and restate the Original Loan and Security
Agreement to allow for certain accommodation loans (the “Accommodation
Loans”); and
D. WHEREAS, in consideration for
the Holder’s participation in the Accommodation Loans, the Company agreed to
amend the Warrant such that the Exercise Price shall be reduced to $1.00
per share from $2.30 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
Warrant is hereby amended to be $1.00.
2. Any
provision of the Warrant which is inconsistent with the provisions of this
Amendment shall be deemed amended to effectuate the intention expressed
herein. Except as hereby amended, the Warrant shall remain unchanged
and in full force and effect.
[Signature
Page Follows.]
IN WITNESS WHEREOF, this
Amendment has been duly executed as of the date first written
above.
By:
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Name:
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Title:
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