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EXHIBIT 10.1(b)
ONDISPLAY, INC.
AMENDMENT TO THIRD RESTATED INVESTOR RIGHTS AGREEMENT
This Amendment Agreement amends that certain Third Restated Investor Rights
Agreement by and among OnDisplay, Inc. (the "Company") and the investors listed
on Schedule A attached hereto (the "Investors") (the "Rights Agreement") dated
August 2, 1999.
WHEREAS, the Company desires to change the definition of a Qualified IPO;
and
WHEREAS, the Company believes that the change in definition is necessary in
order to complete an initial public offering and the Investors' believe it is in
their best interest to accommodate this change;
NOW, THEREFORE, the Company and the Investors hereby agree to amend and
restate Section 2.1 (g) of the Rights Agreement as follows:
"(g) The term "Qualified IPO" shall mean the first underwritten public
offering of Common Stock of the Company that is pursuant to a registration
statement filed with, and declared effective by, the Securities and Exchange
Commission (or any other federal agency at the time administering the securities
Act) under the Securities Act, covering the offer and sale of Common Stock to
the public at an aggregate offering price (before deduction for underwriter
commissions and expenses) of not less than Twenty Million Dollars
($20,000,000)."
This Action may be signed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one instrument.
Dated: September 9, 1999
COMPANY: ONDISPLAY, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
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Title: President
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Investors holding more than 60% of OnDisplay's preferred stock have signed
this Amendment.
