Exhibit 10.2
AMENDMENT NO. 1
TO SERIES C PREFERRED STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 amends that certain Series C Preferred Stock
Purchase Agreement by and between GateField Corporation ("GateField") and Actel
Corporation ("Actel") dated as of August 14, 1998 (the "Agreement").
GateField and Actel hereby agree to amend the Agreement as follows:
1. RIGHT OF FIRST REFUSAL. Amend section 4.7(a) of the agreement by
deleting the second sentence and substituting the following in lieu thereof:
The Purchaser's pro rata share, for purposes of this Section
4.7, shall equal a fraction, the numerator of which is the sum
of (1) the number of shares of common stock then held by such
Purchaser, (2) the number of shares of common stock issuable
upon conversion of shares of Preferred Stock then held by such
Purchaser, (3) the number of shares of common stock issuable at
any time upon exercise and/or conversion of convertible notes
then held by such Purchaser, and (4) the number of shares of
common stock issuable upon exercise and/or conversion of other
convertible securities, options, rights or warrants then held by
such Purchaser, and the denominator of which is the sum of (1)
the total number of shares of common stock then outstanding, (2)
the total number of shares of common stock issuable upon
conversion of preferred stock then outstanding, (3) the total
number of shares of common stock issuable at any time upon
exercise and/or conversion of convertible notes then
outstanding, and (4) the total number of shares of common stock
issuable upon exercise and/or conversion of all other
convertible securities, options, rights and warrants then
outstanding.
Except as amended hereby, the provisions of the Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 by their respective duly authorized representatives as of May
25, 1999.
GATEFIELD CORPORATION ACTEL CORPORATION
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxxxx Xxxx Name: Xxxxx X. Xxxxx
Title: President and CEO Title: Sr. VP Technology & Operations
