ex_4-17.htm


    
      

      

    

    
      EXHIBIT
4.17

       

       

      AMENDMENT NO. 5 TO PREFERRED
STOCK RIGHTS AGREEMENT

       

      This
Amendment No. 5 (“Amendment”), dated as of October 14, 2009, is entered into as
of October 12, 2009 between NeoMagic Corporation, a Delaware corporation (the
“Company”), and
Computershare Trust Company, N.A. (the “Rights Agent") with respect to
the Preferred Stock Rights Agreement dated as of December 19, 2002, as
amended ( the “Rights
Agreement”). WHEREAS, David Tomasello is
currently deemed to be the beneficial owner of 1,878,353 shares and 14.9% of the
Company's Common Stock;

       

      WHEREAS, the Company intends
to enter into a Stock Purchase Agreement, dated as of October 12, 2009 , with
Attiva Capital Partners, Ltd. ("Attiva"); Bluestone Financial
Ltd. ("Bluestone") and
Mediastone LLC, ("Mediastone")(collectively, the
“Investors”), pursuant
to which Attiva and Bluestone will purchase certain shares of the Company's
Common Stock and will be issued certain warrants which would result in Mr.
Tomasello's  becoming the beneficial owner of substantially more than
fifteen percent (15%), of the Company's Common Stock, as determined under Rule
13d-3 issued under the Securities Exchange Act of 1934, as
amended;.

       

      WHEREAS, on October 9, 2009,
the Board of Directors of the Company resolved that it was in the best interests
of the Company and its shareholders to terminate the Rights Agreement pursuant
to Section 27 thereof to facilitate the investment by the
Investors.

       

      NOW, THEREFORE, in
consideration of the foregoing and the agreements, provisions and covenants
herein contained, the parties agree as follows:

       

      
        	
                1.  
       

              	
                The
      Rights Agreement is hereby terminated in its entirety, effective October
      12, 2009.

              


      

       

      IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the day and
year first above written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                      NEOMAGIC
      CORPORATION

                                                    	 
      	 	
                                                      COMPUTERSHARE
      TRUST COMPANY,
      N.A.

                                                      as
      Rights Agent

                                                    	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                      By:

                                                    	 
      	
                                                      /s/Syed
      Zaidi

                                                    	 
      	 	By	 
      	
                                                       

                                                    	 
      	 
      
	
                                                      Name:

                                                    	 
      	
                                                      Syed
      Zaidi

                                                    	 
      	 	Name:	 
      	
                                                       

                                                    	 
      	 
      
	
                                                            
                                                        Title:

                                                      

                                                    	 
      	
                                                            
                                                        Chief
      Operating Officer

                                                      

                                                    	 
      	 	Title: