Exhibit 10.3
AMENDMENT NO. 1
TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 amends that certain Registration Rights
Agreement by and between GateField Corporation ("GateField") and Actel
Corporation ("Actel") dated as of August 14, 1998 (the "Agreement").
GateField and Actel hereby agree to amend the Agreement as follows:
1. REGISTRABLE SECURITIES. Amend the definition of
"registrable securities" in section 1 of the agreement to read in its
entirety as follows:
"Registrable Securities" shall mean: (i) the Shares, (ii) any
shares of Common Stock, and any other securities, acquired by
the Purchaser pursuant to the exercise and/or conversion of
convertible notes, (iii) any shares of Common Stock, and any
other securities, acquired by the Purchaser pursuant to
Section 4.7 of the Stock Purchase Agreement, and (iv) any
other shares of Common Stock issued in respect of such shares
(because of stock splits, stock dividends, reclassifications,
recapitalizations, or similar events).
Except as amended hereby, the provisions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 by their respective duly authorized representatives as of May
25, 1999.
GATEFIELD CORPORATION ACTEL CORPORATION
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxxxx Xxxx Name: Xxxxx X. Xxxxx
Title: President and CEO Title: Sr. VP Technology & Operations
