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EXHIBIT 10.1(c)
AMENDMENT TO
ONDISPLAY, INC.
THIRD RESTATED INVESTOR RIGHTS AGREEMENT
The Third Restated Investor Rights Agreement among OnDisplay, Inc.
("OnDisplay") and the investors who are parties thereto is hereby amended as
follows:
1. The defined term "Registrable Securities" is amended to include
shares of Common Stock issued in the private placement that is
taking place concurrently with the Qualified IPO. The amendment will
be effected by inserting at the end of clause (2) of Section 2.1(b)
the phrase "or issued in the private placement occurring
contemporaneously with the Qualified IPO in December 1999."
2. The Special Right of First Refusal is amended to add the following
new paragraph (c):
"(c) Notwithstanding anything to the contrary, the
consummation of the arrangement to reserve 5% of the Qualified IPO
shares (excluding overallotment option exercise shares) for purchase
by holders of Series C Preferred Stock shall be conclusively deemed
to satisfy and fully discharge all of the Company's obligations
under this Section 3.3, including but not limited to the notice and
underwriter cutback provisions thereof."
3. This Amendment may be executed in counterparts.
Dated as of December 14, 1999
ONDISPLAY, INC.
By:_________________________________
INVESTORS
Funds Individuals
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_____________________________ _____________________________________
Signature
By:__________________________ _____________________________________
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By:__________________________
