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EXHIBIT 4.8
AMENDMENT #4 TO
REGISTRATION RIGHTS AGREEMENT
This Amendment #4 (the "Amendment") to the Registration Rights
Agreement, dated as of March 30, 1999, by and among General Magic, Inc., a
Delaware corporation (the "Company") and the undersigned buyers (the "Buyers"),
as amended on June 25, 1999, July 9, 1999 and July 23, 1999 (the "Agreement"),
is made as of August 6, 1999 among the Company and the Buyers.
RECITAL
WHEREAS, Section 3(a) of the Agreement provides that the Company shall
use its best efforts to cause the Registration Statement (as defined in the
Agreement) to become effective no later than August 9, 1999 (the "Effectiveness
Deadline") and Section 2(h) of the Agreement provides that if the Registration
Statement is not declared effective by the SEC by the Effectiveness Deadline,
the Company must pay to each of the undersigned the Registration Delay Payments
(as defined in the Agreement);
WHEREAS, the Registration Statement was filed on April 28, 1999; the
Securities and Exchange Commission (the "SEC") delivered a comment letter on the
Registration Statement on June 2, 1999 (the "June 2 Comment Letter"); an
Amendment #2 in response to the June 2 Comment Letter was filed on June 16,
1999; and the SEC delivered a subsequent comment letter on June 22, 1999 (the
"June 22 Comment Letter");
WHEREAS, the undersigned Buyers objected to Comment #3 of the June 2
Comment Letter and Comment #1 to the June 22 Comment Letter and acknowledge that
such a position could delay the date of the effectiveness of the Registration
Statement beyond August 9, 1999;
NOW, THEREFORE, in consideration of the foregoing:
1. WAIVER. Each of the undersigned Buyers hereby agrees to extend the
Effectiveness Deadline to August 23, 1999 and waive any and all of its rights
relating to a delay of the effectiveness of the Registration Statement prior to
August 23, 1999. Each of the undersigned Buyers acknowledges that such rights
include, without limitation, the right to receive Registration Delay Payments
pursuant to Section 2(h) of the Agreement.
2. AMENDMENT TO THE AGREEMENT. The parties hereby agree that the
Agreement shall be amended as follows:
2.1 Amendment to Section 2(a). The last sentence of Section 2(a)
shall be deleted in its entirety and the following substituted in lieu thereof:
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"The Company shall use its best efforts to have the Registration
Statement(s) declared effective by the SEC as soon as practicable,
but in no event later than August 23, 1999."
2.2 Amendment to clause (i) to Section 2(h). Clause (i) to Section
2(h) shall be deleted in its entirety and the following substituted in lieu
thereof:
"(i) the Registration Statement is not declared effective by the SEC
on or before August 23, 1999 (the "SCHEDULED EFFECTIVE DATE");"
3. MISCELLANEOUS.
3.1 Other Provisions. All other provisions of the Agreement shall
remain in full force and effect.
3.2 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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IN WITNESS WHEREOF, the undersigned has caused this amendment to be
duly executed and delivered by its proper and duly authorized officers.
HFTP INVESTMENT LLC
By:Promethean Investment Group L.L.C.
Its:Investment Manager
By: /s/ Xxxxx X. X'Xxxxx
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Name: Xxxxx X. X'Xxxxx, Xx.
Its: President
RGC INTERNATIONAL INVESTORS, LDC
By:Xxxx Xxxx Capital Management,L.P.
Its:Investment Advisor
By: RGC General Partner Corp.
Its: General Partner
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Its: Managing Director
[Amendment #4 to Registration Rights Agreement]
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HALIFAX FUND, L.P.
By: The Palladin Group, L.P.
Its: Attorney-in-Fact
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Managing Director
PALLADIN PARTNERS I, L.P.
By:Palladin Asset Management, L.L.C.
Its:General Partner
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Managing Director
PALLADIN OVERSEAS FUND LIMITED
By: The Palladin Group L.P.
Its: Attorney-in-Fact
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Managing Director
THE GLENEAGLES FUND COMPANY
By: The Palladin Group L.P
Its: Attorney-in-Fact
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Managing Director
[Amendment #4 to Registration Rights Agreement]
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CONSECO DIRECT LIFE
By: The Palladin Group L.P.
Its: Attorney-in-Fact
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Managing Director
XXXXXX CAPITAL LTD.
By: /s/ Xxxxxxx Simpler
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Name: Xxxxxxx Simpler
Title: Vice President
XXXXXXX CAPITAL LTD.
By: /s/ Xxxxxxx Simpler
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Name: Xxxxxxx Simpler
Title: Vice President
[Amendment #4 to Registration Rights Agreement]
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GENERAL MAGIC, INC.
By: /s/ Xxxxx X. XxXxxxxxx
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Name: Xxxxx X. XxXxxxxxx
Title: Chief Operating Officer and
Chief Financial Officer
[Amendment #4 to Registration Rights Agreement]
