Exhibit 4.9
PC-TEL, INC.
ADDENDUM TO AMENDED AND RESTATED RIGHTS AGREEMENT
This Addendum (the "Addendum") to the Amended and Restated Rights Agreement
dated December 31, 1997 (the "Rights Agreement") is made as of February 1, 1999
by and between PC-Tel, Inc., a Delaware corporation (the "Company") and PFF Bank
and Trust, Inc., a California corporation ("PFF").
RECITALS
WHEREAS, in consideration for a loan to the Company, the Company has issued
PFF a warrant to purchase 10,000 shares of Series C Preferred Stock of the
Company at $8.00 per share ("Warrant")
WHEREAS, in addition to the Warrant, the Company has agreed to grant PFF
certain registration and other rights.
WHEREAS, the Company and holders of the Company's Series B Preferred Stock
and Series C Preferred Stock (the "Prior Rights Holders") previously entered
into the Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:
1. The Company agrees to grant PFF those rights as set forth in the
Rights Agreement as attached as Exhibit A, under all of the terms and conditions
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of the Rights Agreement.
2. In accordance with Section 8 of the Rights Agreement, the registration
rights granted to PFF are on a pari passu basis with the rights of the Prior
Rights Holders. Should the underwriters impose a limit to the number of
Registrable Securities (as defined in the Rights Agreement) that may be included
in a registration statement, PFF's registration rights shall be subordinate to
the registration rights granted to the Prior Rights Holders.
3. This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which together shall constitute one
instrument.
[ADDENDUM TO AMENDED AND RESTATED RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the
date set forth above.
"COMPANY" PC-TEL, INC.
A Delaware corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇, President &
Chief Executive Officer
"PFF" PFF Bank & Trust
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(name of entity)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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(signature)
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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(print name)
Vice President
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(title)
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