Exhibit 3
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AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 to Registration Rights Agreement, dated March 25,
1999, is between Microfield Graphics, Inc. (the "Company") and Steelcase Inc.
(the "Investor").
RECITALS
A. The Company and the Investor are parties to that certain Registration
Rights Agreement dated March 19, 1998 (the "Original Agreement").
B. The Company and the Investor are parties to a Common Stock Purchase
Agreement ("Second Purchase Agreement") dated March 25, 1999, pursuant to which
the Investor is purchasing shares of Common Stock from the Company.
C. The Company and the Investor wish to amend the Original Agreement to
encompass the shares of Common Stock of the Company that Investor is acquiring
pursuant to the Second Purchase Agreement.
AGREEMENT
The parties agree to amend Section 8 of the Original Agreement as
follows:
1. The subsection titled "Registrable Securities" shall be amended and restated
in its entirety as follows:
"Registrable Securities" means (a) the Common Stock issuable or
issued pursuant to the Purchase Agreement, (b) the Common Stock issuable or
issued upon exercise of the Warrant, (c) the Common Stock issuable or
issued pursuant to the Second Purchase Agreement, (d) the 157,000 shares of
Common Stock acquired by Steelcase in open market transactions prior to
March 16, 1999, and (e) any stock issued in connection with the Common
Stock described in (a), (b), (c) or (d) of this provision;
2. A new subsection titled "Second Purchase Agreement" shall be added, and
shall read in its entirety as follows:
"Second Purchase Agreement" means that certain Common Stock
Purchase Agreement between the Company and the Investor dated March 25,
1999;
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The parties have executed this Agreement as of the date first written
above.
MICROFIELD GRAPHICS, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President and
Chief Executive Officer
STEELCASE INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President and
Chief Executive Officer
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