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EXHIBIT 4.7
AMENDMENT #1 TO THE
COMMON STOCK INVESTMENT AGREEMENT
This Amendment #1 (the "Amendment") to the Common Stock Investment
Agreement, dated as of July 30, 1999 (the "Investment Agreement"), by and
between General Magic, Inc. (the "Company") and Cripple Creek Securities, LLC
(the "Investor") is made as of August 4, 1999 by and between the Company and
Investor.
RECITALS
WHEREAS, Section 4(i) of the Investment Agreement requires the Company
inter alia to file a Prospectus Supplement within two Business Days after the
date of the Investment Agreement;
NOW, THEREFORE, in consideration of the foregoing:
1. Waiver. The Investor hereby waives the requirement under Section 4(i)
of the Investment Agreement that the Company file the Prospectus Supplement
within two Business Days after the date of the Investment Agreement, and any
related rights.
2. Amendment to the Agreement. The parties hereby agree that the
Investment Agreement shall be amended as follows:
2.1 Amendment to Section 1(b). After the number "25" in the third
line of Section 1(b), the phrase ", 1999" shall be inserted.
2.2 Amendment to Section 1(e). After the parenthetical "(as set forth
in the second sentence of Section 1(d))," and before the number "(ii)" in the
fifth line of Section 1(e), the word "and" shall be inserted.
2.3 Amendment to Section 4(i). Section 4(i) shall be deleted in its
entirety and the following substituted in lieu thereof:
"i. Filing of Form 8-K. On or before the date which is two Business Days
after the date hereof, the Company shall file with the SEC a Current Report
on Form 8-K describing the terms of the transaction contemplated by the
Transaction Documents and including this Agreement as an exhibit thereto in
the form required by the 1934 Act."
2.4 Addition of Section 4(k). After Section 4(j), a new Section 4(k)
shall be inserted and shall read as follows:
"k. Filing of Prospectus Supplements. The Company shall file with the SEC
(i) a prospectus supplement to the Registration Statement providing for the
transactions contemplated by the Investment Agreement in the "Plan of
Distribution" section, which
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form of prospectus supplement shall be acceptable to the Investor, on or
before the date which is three Business Days after the date hereof, and
(ii) a prospectus supplement to the Registration Statement covering the
Commitment Shares, which form of prospectus supplement shall be acceptable
to the Investor, on or before the date which is seven Business Days after
the date hereof."
3. Miscellaneous.
3.1 Capitalized Terms. All capitalized terms not otherwise defined
herein will have the meanings set forth in the Investment Agreement.
3.2 Other Provisions. All other provisions of the Agreement shall
remain in full force and effect.
3.3 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.
COMPANY: INVESTOR:
GENERAL MAGIC, INC. CRIPPLE CREEK SECURITIES LLC
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
Its: Chief Executive Officer and Its: Principal
President
[Amendment #1 to Common Stock Investment Agreement]
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