Exhibit 4.8
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1, dated May __, 1999 (this "Amendment"), to the
Registration Rights Agreement dated October 28, 1998 (the "Agreement"), by
and among GraphOn Corporation, a California corporation (the "Company"), and
the signatories thereto (collectively, the "Investors", each an "Investor"),
is made by and among the Company and the Investors.
WHEREAS, the Company has entered into an Agreement and Plan of Merger
and Reorganization, dated February 1, 1999 (the "Merger Agreement"), with
Unity First Acquisition Corp., a Delaware Corporation ("Unity"), whereby the
Company will merge with and into Unity with Unity being the surviving
corporation (the "Merger");
WHEREAS, it is a condition to Unity's obligation to close the Merger
that each of the Investors execute or is deemed to have executed Lock-Up
Agreements upon substantially identical terms as those contemplated to be
executed by each of the Company Principals (as defined in the Merger
Agreement) pursuant to Section 8.3(i) of the Merger Agreement;
WHEREAS, the parties hereto desire the Company and Unity to consummate
the Merger and in connection therewith to amend the Agreement; and
WHEREAS, Paragraph 13(e) of the Agreement provides that such Agreement
may be amended with the written consent of the Company and the holders of at
least a majority of the Registrable Securities (as defined in the Agreement);
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. At the effective date of the Merger, the definition of "Lock-Up
Period" in Section 1 of the Agreement shall be deleted in its entirety and
replaced with the following:
a. "Lock-Up Period" shall mean the period COMMENCING on the
earlier to occur of (a) the day on which an initial public offering of
the Company's securities pursuant to an effective registration statement
filed under the Securities Act shall be consummated and (b) the effective
date of any merger or consolidation in which the Company is not the
surviving entity and, in connection therewith, shareholders of the
Company receive securities covered by an effective registration
statement, in a transaction or series of related transactions, and ENDING
(i) on the date which is six months after the date thereof or (ii) in the
case of an underwritten initial public offering, such earlier or later
date as shall have been agreed between the underwriter and the Placement
Agent, acting on behalf of the holders of Registrable Securities pursuant
to Section 4(c) hereof; provided, however, in the case of an underwritten
initial public offering, that in the event any other holders of the
Company's securities shall have been permitted to participate in such
initial public offering, the Lock-Up Period shall end 180 days after the
consummation of such initial public offering.
2. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
COMPANY
GRAPHON CORPORATION
By: _______________________
Name: Xxxxxx Xxxxxx
Title: President
INVESTOR:
By: _______________________
Name: _______________________
Address:_______________________
_______________________
