EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 29, 2000, by and among GENERAL MAGIC, INC., a Delaware corporation, with headquarters located at 420 N. Mary Avenue, Sunnyvale, California...Registration Rights Agreement • March 31st, 2000 • General Magic Inc • Services-prepackaged software
ARTICLE IEscrow Agreement • March 27th, 2002 • General Magic Inc • Services-prepackaged software • New York
Exhibit 4.1 SUBSCRIPTION AGREEMENT This subscription (this "Subscription") is dated March __, 2002 between _________________________ ("Buyer") and General Magic, Inc., a Delaware corporation ("Seller"), whereby the parties agree as follows: 1....Subscription Agreement • March 27th, 2002 • General Magic Inc • Services-prepackaged software • New York
Exhibit 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of March 30, 1999, by and among General Magic, Inc., a Delaware corporation, with headquarters located at 420 N. Mary Avenue, Sunnyvale, California...Securities Purchase Agreement • April 2nd, 1999 • General Magic Inc • Services-prepackaged software • New York
1 2 3. TERM:Services Agreement • March 31st, 1999 • General Magic Inc • Services-prepackaged software • California
EXHIBIT 99.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of October 15, 2001, is made by GENERAL MAGIC, INC., a corporation organized under the laws of the State of Delaware (the "DEBTOR"), with its principal offices located at 420 North Mary...Security Agreement • October 18th, 2001 • General Magic Inc • Services-prepackaged software • New York
EXHIBIT 1.1B THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY...Common Stock Purchase Warrant • May 1st, 1998 • General Magic Inc • Services-prepackaged software • New York
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 30, 1999, by and among GENERAL MAGIC, INC., a Delaware corporation, with headquarters located at 420 N. Mary Avenue, Sunnyvale, California...Registration Rights Agreement • April 2nd, 1999 • General Magic Inc • Services-prepackaged software • New York
BY AND BETWEENStock Purchase Agreement • March 31st, 1999 • General Magic Inc • Services-prepackaged software • California
1 EXHIBIT 10.20 LEASE AGREEMENT BY AND BETWEEN AETNA LIFE INSURANCE COMPANY, A CONNECTICUT CORPORATIONLease Agreement • May 17th, 1999 • General Magic Inc • Services-prepackaged software
1 EXHIBIT 10.14 September 12, 1996 Mr. Steve Markman Re: Employment Agreement Dear Steve: Pursuant to our recent discussions, this letter sets forth the terms of your employment with General Magic, Inc. (the "Company") as well as our understanding...Employment Agreement • March 31st, 1999 • General Magic Inc • Services-prepackaged software • California
c) No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transaction contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company's...Common Stock Purchase Agreement • December 5th, 2001 • General Magic Inc • Services-prepackaged software • New York
1 EXHIBIT 4.1 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (the "AGREEMENT"), dated as of September 9, 1999, by and among General Magic, Inc., a Delaware corporation, with headquarters located at 420 N. Mary Avenue, Sunnyvale, California 94086 (the...Exchange Agreement • September 10th, 1999 • General Magic Inc • Services-prepackaged software • New York
1 2 2. In accordance with the Agreement, and specifically paragraph 3 thereof, Sublessee delivers to Sublessor, for delivery to Sun, the 27,033 square feet of rentable space (hereinafter, the "Additional Sun Space") which would otherwise have been...Sublease Agreement • March 31st, 1999 • General Magic Inc • Services-prepackaged software
EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of March 29, 2000, by and among General Magic, Inc., a Delaware corporation, with headquarters located at 420 N. Mary Avenue, Sunnyvale, California...Securities Purchase Agreement • March 31st, 2000 • General Magic Inc • Services-prepackaged software • New York
RecitalsLoan Modification Agreement • March 31st, 1999 • General Magic Inc • Services-prepackaged software
EXHIBIT 10.6 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED OR...Warrant Agreement • May 15th, 2002 • General Magic Inc • Services-prepackaged software • Delaware
AMENDMENT #4 TORegistration Rights Agreement • September 10th, 1999 • General Magic Inc • Services-prepackaged software
1 EXHIBIT 1.1 [LADENBURG THALMANN LETTERHEAD] September 7, 2000 Rose Marcario Senior Vice President-Finance and Chief Financial Officer General Magic, Inc. 420 North Mary Avenue Sunnyvale, CA 94086 Dear Ms. Marcario: The purpose of this letter...Placement Agent Agreement • September 14th, 2000 • General Magic Inc • Services-prepackaged software • Delaware
EXHIBIT 1.1 STOCK PURCHASE AGREEMENT This agreement is dated May 7th, 2001 between Paul Revere Capital Partners Ltd. ("Purchaser"), and General Magic, Inc. ("Company"), whereby the parties agree as follows: The Purchaser shall buy and the Company...Stock Purchase Agreement • May 25th, 2001 • General Magic Inc • Services-prepackaged software
July 15, 2001Employment Agreement • August 14th, 2001 • General Magic Inc • Services-prepackaged software • California
EXHIBIT 10.38 GENERAL MAGIC, INC. NONSTATUTORY STOCK OPTION AGREEMENT THIS NONSTATUTORY STOCK OPTION AGREEMENT (the "OPTION AGREEMENT") is made and entered into as of the Date of Option Grant by and between General Magic, Inc. and Mark Phillips (the...Nonstatutory Stock Option Agreement • April 1st, 2002 • General Magic Inc • Services-prepackaged software • California
ARTICLE II REPRESENTATIONS AND WARRANTIESPreferred Stock Purchase Agreement • June 5th, 1998 • General Magic Inc • Services-prepackaged software • Delaware
RECITALSPatent License Agreement • May 1st, 1998 • General Magic Inc • Services-prepackaged software • Washington
EXHIBIT 10.32 RETENTION AGREEMENT This Retention Agreement (the "Agreement") is made and entered into as of February 19, 1999 (the "Effective Date"), by and between General Magic, Inc., a Delaware corporation (the "Company"), and James P. McCormick...Retention Agreement • May 17th, 1999 • General Magic Inc • Services-prepackaged software • California
1 EXHIBIT 10.7 This LOAN AND SECURITY AGREEMENT, dated as of June 22, 1998, is between SILICON VALLEY BANK ("Bank") and GENERAL MAGIC, INC., a Delaware corporation ("Borrower"). The parties agree as follows: 1. DEFINITIONS AND CONSTRUCTION 1.1...Loan and Security Agreement • March 31st, 1999 • General Magic Inc • Services-prepackaged software • California
EXHIBIT 4.9 WAIVER AGREEMENT This Waiver Agreement (the "Agreement") is made and entered into as of September 9, 1999, by and among General Magic, Inc., a Delaware corporation (the "Company") and the stockholders listed on the Schedule of Stockholders...Waiver Agreement • September 10th, 1999 • General Magic Inc • Services-prepackaged software • New York
October 5, 2000 Dr. Steve Markman c/o General Magic, Inc. 420 North Mary Avenue Sunnyvale, California 94085 Dear Steve: This letter amends your Employment Agreement, signed by you on September 15, 1996. Specifically, Sections 5(b) and 5(b) (iii) are...Employment Agreement • November 14th, 2000 • General Magic Inc • Services-prepackaged software
February 4, 2002 Mary Doyle General Magic, Inc. 420 North Mary Avenue Sunnyvale, CA 94088 Re: Tarigo-Paul Lease to General Magic, Inc. for Premises at 420 North Mary Avenue, Sunnyvale, California...Lease Agreement • May 15th, 2002 • General Magic Inc • Services-prepackaged software
CONVERSION AGREEMENTConversion Agreement • March 31st, 2000 • General Magic Inc • Services-prepackaged software • New York
AMENDMENT NUMBER ONE TO DEVELOPMENT AND LICENSE AGREEMENT BY AND BETWEENDevelopment and License Agreement • November 14th, 2001 • General Magic Inc • Services-prepackaged software
OEM AGREEMENTOem Agreement • May 15th, 2002 • General Magic Inc • Services-prepackaged software • California
Warrant No. Number of Shares: -- -------- (subject to adjustment) Date of Issuance: November 30, 2001 GENERAL MAGIC, INC. COMMON STOCK PURCHASE WARRANT (Void after November 30, 2004) General Magic, Inc., a Delaware corporation (the "Company"), for...Common Stock Purchase Warrant • December 5th, 2001 • General Magic Inc • Services-prepackaged software • Delaware
AGREEMENTRight of First Refusal Agreement • December 5th, 2001 • General Magic Inc • Services-prepackaged software
RECITALSRegistration Rights Agreement • February 2nd, 2000 • General Magic Inc • Services-prepackaged software • Delaware
