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Exhibit 4.14
AMENDMENT NUMBER 4 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NUMBER 4 (the "Amendment") to the Registration Rights
Agreement dated as of December 30, 1994, as amended by Amendment Number 1 dated
February 21, 1996, Amendment Number 2 dated June 10, 1996 and Amendment No. 3
dated August 6, 1997 (the "Rights Agreement"), is made as of June 5, 1998, by
and among Aureal Semiconductor Inc., a Delaware corporation (the "Company"), TCW
Special Credits, as agent and on behalf of the funds and accounts set forth on
Schedule I hereto ("TCW Special Credits") and B III Capital Partners, L.P. ("B
III"), and each as a purchaser of the Company's Convertible Series B Preferred
Stock issued pursuant to the 8% Series B Convertible Preferred Stock Purchase
Agreement dated June 5, 1998 (the "Series B Agreement"), by and between the
Company, TCW Special Credits and B III (the "Series B Holders"), and the Prior
Holders (as defined below). Unless specifically designated otherwise, the
capitalized terms herein shall have the same meanings given them in the Rights
Agreement.
RECITALS
A. The Company and TCW are parties to the Rights Agreement pursuant to
which the Company granted certain registration rights for the benefit of TCW.
B. The Company, TCW, Appaloosa, Copernicus, and Galileo (collectively,
the "No. 1 Prior Holders") amended the Rights Agreement pursuant to Amendment
Number 1 to Registration Rights Agreement dated February 21, 1996 to grant equal
registration rights to all the No. 1 Prior Holders and to make each of the No. 1
Prior Holders a party to the Rights Agreement.
C. The Company, the No. 1 Prior Holders and the purchasers set forth on
Exhibit A to the Common Stock Purchase Agreement dated June 10, 1996, amended
the Rights Agreement pursuant to Amendment Number 2 to Registration Rights
Agreement dated June 10, 1996 (such purchasers and the No. 1 Prior Holders are
collectively referred to herein as the "No. 2 Prior Holders") to grant equal
registration rights to the No. 2 Prior Holders and to make each of the No. 2
Prior Holders a party to the Rights Agreement.
D. The Company, the No. 1 Prior Holders, the No. 2 Prior Holders and the
purchasers set forth on Exhibit A to the Unit Purchase Agreement dated August 6,
1997, amended the Rights Agreement pursuant to Amendment Number 3 to
Registration Rights Agreement dated August 6, 1997 (such purchasers and the No.
1 Prior holders and No. 2 Prior Holders are collectively referred to herein as
the "No. 3 Prior Holders") to grant equal registration rights to the No. 3 Prior
Holders and to make each of the No. 3 Prior Holders a party to the Rights
Agreement.
E. The No. 1 Prior Holders, the No. 2 Prior Holders and the No. 3 Prior
Holders are collectively referred to herein as the Prior Holders and are set
forth on Schedule 1 hereto.
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F. The Company and the Prior Holders now wish to amend the Rights
Agreement, as amended, in order to grant equal registration rights to the Series
B Holders and to make each of the Series B Holders a party to the Rights
Agreement, as amended.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties hereto agree to amend certain
provisions of the Rights Agreement as set forth below:
1. Section 1 of the Rights Agreement shall be amended to define
the following terms as follows:
Registrable Shares shall mean (i) all shares of New Common Stock
originally issued to or purchased in the future by TCW, (ii) all shares of
Common Stock issued to the Prior Holders pursuant to the Common Stock Purchase
Agreements dated February 21, 1996, March 11, 1996 and June 10, 1996, by and
among the Company and such Prior Holders, (iii) all shares of Common Stock
issued pursuant to the Unit Purchase Agreement dated August 6, 1997 by and among
the Company and such Prior Holders (the "Unit Purchase Agreement"), (iv) all
Warrant Shares issued upon exercise of the Warrants (as defined in the Unit
Purchase Agreement), (v) shares of Common Stock issuable upon exercise of
warrants issued pursuant to the Second Amended and Restated Loan Agreement dated
August 6, 1997 (the "Loan Agreement") between the Company and TCW (including
450,000 shares of Common Stock issuable upon exercise of warrants issued to B
III Capital Partners as a participant under the Loan Agreement) and (vi) shares
of Common Stock issuable upon conversion of the shares of the Company's Series B
Preferred Stock issued to the Series B Holders pursuant to the Series B
Agreement and Certificate of Designation for the Company's Series B Preferred
Stock. As to any particular Registrable Shares, such shares shall cease to be
Registrable Shares when (A) such shares shall have been transferred, new
certificates for such shares not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent disposition of such
shares shall not require registration or qualification under the Securities Act
or any similar state law then in force, or (B) such shares shall have ceased to
be outstanding.
2. Section 4(a) of the Rights Agreement, as amended, shall be
amended and restated in its entirety to provide as follows:
(a) The Company has registered the Registrable Shares,
other than those described in Section 1(vi) and certain of those described in
Section 1(i) herein (collectively, the "Unregistered Registrable Shares"), on
Form S-3 (No. 333-3870) (the "Initial Shelf Registration"). The Company will use
its best efforts to include the Unregistered Registrable Shares in the Initial
Shelf Registration. If not included in the Initial Shelf Registration within
ninety (90) days after the Closing under the Series B Agreement, the Company
will file a Subsequent Shelf Registration within ninety (90) days after the
Closing under the Series B Agreement and will use its best efforts to have such
Subsequent Shelf Registration declared effective by the SEC. The Company shall
not permit any securities other than the Registrable
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Shares to be included in the Initial Shelf Registration or any Subsequent Shelf
Registration. The Company shall use its best efforts to keep the Initial Shelf
Registration continuously effective under the Securities Act until (i) all
Registrable Shares covered by the Initial Shelf Registration have been sold in
the manner set forth and as contemplated in the Initial Shelf Registration or
(ii) a Subsequent Shelf Registration covering all of the Registrable Shares has
been declared effective under the Securities Act and the Registrable Shares
covered thereby have been sold in the manner set forth and as contemplated in
such Subsequent Shelf Registration (the "Effectiveness Period").
3. Except as amended hereby, the Rights Agreement dated December
30, 1994, as amended on February 21, 1996, on June 10, 1996 and on August 6,
1997, remains in full force and effect.
4. By its signature hereto, each of the Series B Holder becomes a
party to the Rights Agreement.
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IN WITNESS WHEREOF, the parties have executed this Amendment Number 4
to the Registration Rights Agreement as of the day and year first above written.
THE COMPANY:
AUREAL SEMICONDUCTOR INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President of Finance and
Chief Financial Officer
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COUNTERPART SIGNATURE PAGE TO
AMENDMENT NUMBER 4 TO
REGISTRATION RIGHTS AGREEMENT
SERIES B and
PRIOR HOLDERS:
TCW Special Credits, as agent
By TCW Asset Management Company
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: Authorized Signatory
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By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Authorized Signatory
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THE COPERNICUS FUND, L.P.
By: DDJ Copernicus, LLC, its
General Partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Member
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THE GALILEO FUND, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Member
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SERIES B and
PRIOR HOLDERS (Continued):
B III CAPITAL PARTNERS, L.P.
By: DDJ Capital III, LLC, its
General Partner
By: DDJ Capital Management, LLC,
its Manager
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Member
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