Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - nFinanSe Inc. | exhibit_99-1.htm |
| 8-K - FORM 8-K - nFinanSe Inc. | nfinanse_8k-030110.htm |
Exhibit
99.2
nFinanSe
Inc.
AMENDMENT
NO. 1 TO WARRANTS
This Amendment No. 1 to Warrants, dated
as of February __, 2010 (this “Amendment”), is entered into
by nFinanSe Inc., a Nevada corporation (the “Company”), and _______________
(the “Holder”).
BACKGROUND
Each Warrant listed on Exhibit A evidences
the right of the Holder thereof to purchase the number of shares of common stock
of the Company (the “Warrant
Shares”) on the terms set forth on Exhibit A adjacent to
such Warrant. Each Warrant listed on Exhibit A is referred
to herein as the “Warrant.”
Each Warrant was issued in connection
with the Company’s Series D Preferred Stock offering and contains a provision
that the Warrant is not exercisable until the first anniversary of its issue
date (the “One-Year
Provision”).
The Company agrees to remove the
One-Year Provision in consideration of the Holder’s agreement that any Warrant
Shares will not be sold, assigned or otherwise transferred until the earlier of
the first anniversary of the Warrant’s issue date, or upon a Merger, a Sale of Assets, or a Change in Control as
set forth in Section 3(c) of the Warrant.
Pursuant to Section 11(d) of the
Warrants, the Warrants may be amended, modified or waived upon written consent
of the party against whom such amendment, modification or waiver is to be
enforced. By execution hereof, the Company and the Holder hereby
consent to and approve the Amendment. Any capitalized terms used herein, but not otherwise
defined, shall have the meanings given to such terms in each
Warrant.
NOW, THEREFORE, in consideration of the
premises and the mutual covenants hereinafter contained, the parties hereto
agree as follows:
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1.
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Amendment. The
Warrants are hereby amended as set forth
below:
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a.
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Preamble. For
each Warrant, the Exercise Period set forth in the first sentence of the
Preamble which states “during the period commencing on the first
anniversary of the of the date of the Warrant and expiring four (4) years
thereafter (the “Exercise
Period”),” is hereby amended and restated in its entirety as
follows:
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“during
the period commencing on the date first written above and expiring five (5)
years thereafter (the “Exercise
Period”),”
In
addition, the following sentence is added to the Preamble as the last sentence
in the paragraph:
“Any
Warrant Shares received upon the exercise of this Warrant shall not be sold,
assigned or otherwise transferred by the Holder until the earlier of the first anniversary of the
Warrant’s issue date or upon a Merger, a Sale of Assets, or a Change in Control
as set forth in Section 3(c). The certificate(s)
representing any Warrant Shares shall bear a legend reflecting the foregoing
restriction.”
2. Conflict. Except
as expressly amended by this Amendment, the terms and provisions of the Warrants
shall continue in full force and effect. In the event of a conflict
between the provisions of this Amendment and the Warrants, the provisions of
this Amendment shall prevail and the provisions of the Warrants shall be deemed
modified by this Amendment as necessary to resolve such conflict.
3. Counterparts. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
document.
[Signature page
follows]
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IN WITNESS WHEREOF, this Amendment has
been duly executed as of the date first written above.
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NFINANSE
INC.
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By:
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Name:
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Title:
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HOLDER:
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By:
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Name:
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Title:
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-3-
EXHIBIT
A
WARRANTS
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Warrant
Number
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Date
of Warrant
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Number
of Shares
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Exercise
Price
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