Exhibit 4.6


 


AMENDMENT 

TO 

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


Reference is
made to that certain Amended and Restated Registration Rights Agreement (the “Agreement”), dated as of April 5, 2005, by and among BROADVISION, INC., a Delaware corporation (the “Company”), and the other signatories to the Agreement (the “Buyers”). This amendment to the Agreement (this “Amendment”) is
made and entered into as of this 9th day of May, 2005.


 


WHEREAS, Section 10 of the Agreement provides that
provisions of the Agreement may be amended with the written consent of the
Company and the Required Holders, and that any such amendment shall be binding
upon the Company and each Buyer (and its transferees and assigns); and


 


WHEREAS, “Required Holders” is defined in Section 1(r)
of the Agreement to mean “the holders of at least a majority of the Registrable
Securities”; and


 


  WHEREAS, the
Company and the undersigned Buyers, constituting the Required Holders, desire
to amend the Agreement as set forth in this Amendment.


 


NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein set forth, and intending to be legally bound hereby,
the parties hereto agree as follows:


 


1.                                      Capitalized terms that are not otherwise defined
herein shall have the meanings ascribed to them in the Agreement.


 


2.                                      The definition of “Initial Effectiveness
Deadline,” set forth in Section 1(j) of the Agreement, is hereby amended
and restated in its entirety to read as follows:


 


“Initial Effectiveness Deadline” means
the date that is 120 days after the Closing Date; provided,
however, that, with respect to the definition of “Effectiveness
Deadline” as used in the Notes, “Initial Effectiveness Deadline” means the date
that is 240 days after the Closing Date.


 


3.                                      The Agreement, as amended by this Amendment,
shall remain in full force and effect in accordance with its terms.


 


4.                                      This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.


 





















 


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


 


 


	
   

  	
  BROADVISION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  Meyer

  
	
   

  	
  Name:   William Meyer

  
	
   

  	
  Title:     Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  PORTSIDE GROWTH &
  OPPORTUNITY FUND

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Portside Growth & Opportunity Fund

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  SF CAPITAL PARTNERS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SF Capital Partners LTD.

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  MANCHESTER SECURITIES CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  KINGS ROAD INVESTMENTS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  PROVIDENT PREMIER MASTER
  FUND, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: