Exhibit 4.3


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as
of August 19, 2004, is by and between NEOMAGIC CORPORATION, a Delaware
corporation (the “Company”), and each of the entities whose names appear
on the signature pages hereof.  Such
entities are each referred to herein as an “Investor” and, collectively,
as the “Investors”.


 


The Company has agreed, on the terms and subject to the conditions set
forth in the Securities Purchase Agreement, dated as of August 19, 2004
(the “Securities Purchase Agreement”), to issue and sell to each
Investor named therein shares of Series B Convertible Preferred Stock (the “Preferred
Stock”), a Series A Warrant and a Series B Warrant (as defined in the
Securities Purchase Agreement; and collectively, the “Warrants”).


 


The shares of Preferred Stock are convertible into shares (the “Conversion
Shares”) of the Company’s common stock, par value $0.001 per share (the “Common
Stock”). The Warrants are exercisable into shares of Common Stock (the “Warrant
Shares”) in accordance with their terms.


 


In order to induce each Investor to enter into the Securities Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended (the “Securities Act”), and under
applicable state securities laws.


 


In
consideration of each Investor entering into the Securities Purchase Agreement,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:


 


1.                                       DEFINITIONS.


 


For purposes of this Agreement, the following terms shall have the
meanings specified:


 


“Commission” means the Securities and
Exchange Commission.


 


“Effective Date” means the date on
which the Registration Statement is declared effective by the Commission.


 


“Filing Deadline” means the thirtieth
(30th) calendar day following the Closing Date.


 


“Holder” means any person owning or
having the right to acquire, through conversion of the Preferred Stock or
exercise of the Warrants or otherwise, Registrable Securities, including
initially each Investor and thereafter any permitted assignee thereof.


 


“Registrable Securities” means the
Conversion Shares and the Warrant Shares and any other shares of Common Stock
issuable pursuant to the terms of the Preferred Stock or the Warrants, and any
shares of capital stock issued or issuable from time to time (with any


 

















 


adjustments) in replacement of, in exchange for or otherwise in respect
of the Conversion Shares or the Warrant Shares.


 


“Registration Deadline” means the one
hundred twentieth (120th) calendar day following the Closing Date.


 


“Registration Statement” means the
Registration Statement filed by the Company pursuant to paragraph  2(a) hereof.


 


“Registration Period” has the meaning
set forth in paragraph 2(c) below.


 


“Registration Statement” means a
registration statement or statements prepared in compliance with the Securities
Act and pursuant to Rule 415 under the Securities Act (“Rule 415”) or
any successor rule providing for the offering of securities on a continuous or
delayed basis.


 


Capitalized terms used herein and not otherwise defined shall have the
respective meanings specified in the Securities Purchase Agreement or the
Certificate of Designation, as applicable.


 


2.                                       REGISTRATION.


 


(a)                                  Registration
Statement.  On or before the Filing
Deadline, the Company shall prepare and file with the Commission a Registration
Statement on Form S-3 as a “shelf” registration statement under Rule 415
covering the resale of a number of shares of Registrable Securities equal to
one hundred and twenty-five percent (125%) of the number of shares of Common
Stock issuable on the Closing Date pursuant to the conversion of the Series B
Preferred Stock and the exercise of the Series A Warrants and the Series B
Warrants (such number to be determined using the Conversion Price or Exercise
Price, as applicable, in effect on such date and without regard to any
restriction on the ability of any Holder to convert such Holder’s Series B Preferred
Stock or exercise such Holder’s Series A Warrant or Series B Warrant as of such
date).  Such Registration Statement
shall state, to the extent permitted by Rule 416 under the Securities Act, that
it also covers such indeterminate number of additional shares of Common Stock
as may become issuable upon the conversion of the Series B Preferred Stock and
exercise of the Series A Warrants in order to prevent dilution resulting from
stock splits, stock dividends or similar events.


 


(b)                                 Alternative
Registration Statement. 
Notwithstanding the foregoing paragraph 2(a), if at the relevant dates
the Company does not meet the eligibility requirements for filing a
Registration Statement on Form S-3, then in each such case the Company shall
instead prepare and file with the Commission a Registration Statement meeting
the foregoing requirements on Form S-1 or Form S-2, and in such event, the
Company shall re-file such Registration Statement, or file a new Registration
Statement covering at least the number of shares then registered on the
existing Registration Statement(s) (and not previously sold pursuant to an
existing Registration Statement or pursuant to Rule 144 under the Securities
Act (“Rule 144”)), on Form S-3 as promptly as practicable (but in no
event later than thirty (30) days) after the Company meets the eligibility
requirements to use Form S-3 for the resale of Registrable Securities by each
Investor.


 


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(c)                                  Effectiveness.  The Company shall use its best efforts to
cause the Registration Statement to become effective as soon as practicable
following the filing thereof, but in no event later than the Registration
Deadline.  The Company shall respond
promptly to any and all comments made by the staff of the Commission on the
Registration Statements, and shall submit to the Commission, within two (2)
Business Days after the Company learns that no review of a Registration
Statement will be made by the staff of the Commission or that the staff of the
Commission has no further comments on a Registration Statement, as the case may
be, a request for acceleration of the effectiveness of such Registration
Statement to a time and date not later than two (2) Business Days after the
submission of such request. The Company will maintain the effectiveness of each
Registration Statement until the earlier to occur of (i) the date on which all
of the Registrable Securities eligible for resale thereunder have been publicly
sold pursuant to either the Registration Statement or Rule 144 and (ii) the
date on which all of the Registrable Securities remaining to be sold under such
Registration Statement (in the reasonable opinion of counsel to the Company)
may be immediately sold to the public under Rule 144(k) under the Securities
Act (“Rule 144(k)”) or any successor provision (the period beginning on
the Closing Date and ending on the earlier to occur of (i) or (ii) above being
referred to herein as the “Registration Period”).


 


(d)                                 Registration
Default.  If (i) the Registration Statement
is not filed on or before the Filing Deadline or declared effective by the
Commission on or before the Registration Deadline, (ii) after the Registration
Statement has been declared effective by the Commission, sales of Registrable
Securities cannot be made by a Holder under such Registration Statement for any
reason not within the exclusive control of such Holder (other than such
Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or
(iii) an amendment or supplement to the Registration Statement, or a new
registration statement, required to be filed pursuant to the terms of paragraph
4(j) below is not filed on or before the date required by such paragraph (each
of the foregoing clauses (i), (ii) and (iii) being referred to herein as a “Registration
Default”), the Company shall make cash payments to each Holder equal to
such Holder’s pro rata share (based on the aggregate number of Registrable
Securities held by or issuable to such Holder as of the Registration Deadline)
of $50,000 [i.e.
1% of the Purchase Price] for each thirty (30) day period or part thereof in
which a Registration Default exists; provided, however, that notwithstanding
the foregoing, the maximum amount of payments to a Holder associated with a
Registration Default relating to the Registrable Securities shall equal 12% of
the aggregate Purchase Price paid by such Holder.  Each such payment shall be made within five (5) Business Days
following the last day of each calendar month in which a Registration Default existed.
Any such payment shall be in addition to any other remedies available to each
Holder at law or in equity, whether pursuant to the terms hereof, the
Securities Purchase Agreement, the Certificate of Designation, or otherwise.


 


(e)                                  Allocation
of Conversion Shares and Warrant Shares. The initial number of Conversion
Shares and Warrant Shares included in any Registration Statement and each
increase in the number thereof included therein shall be allocated pro rata
among the Holders based on the aggregate number of Registrable Securities
issuable to each Holder at the time the Registration Statement covering such
initial number of Registrable Securities or increase thereof is declared
effective by the Commission (such number to be determined using the Conversion
Price or Exercise Price, as applicable, in effect at such time and without
regard to any restriction on the ability of a Holder to convert such Holder’s
Preferred Stock or exercise such Holder’s Warrant as of such date).  In the event that a Holder sells or
otherwise transfers any of such Holder’s Registrable Securities,


 


3

















 


each transferee shall be allocated the portion of the then remaining
number of Registrable Securities included in such Registration Statement
allocable to the transferor.


 


(f)                                    Registration
of Other Securities.  During the
period beginning on the date hereof and ending on the Effective Date, the
Company shall, except as described in Schedule 3.12 to the Securities
Purchase Agreement, refrain from filing any registration statement (other than
(i) a Registration Statement filed hereunder, or (ii) a registration statement
on Form S-8 with respect to stock option plans and agreements and stock plans
currently in effect and disclosed in the Securities Purchase Agreement or the
schedules thereto.  In no event shall
the Company include any securities other than the Registrable Securities on any
Registration Statement filed by the Company on behalf of the Holders pursuant
to the terms hereof.


 


3.                                       PIGGYBACK
REGISTRATION.


 


If at any time prior to the expiration of the Registration Period, (i)
the Company proposes to register shares of Common Stock under the Securities
Act in connection with the public offering of such shares for cash (a “Proposed
Registration”) other than a registration statement on Form S-8 or Form S-4
or any successor or other forms promulgated for similar purposes and (ii) a
Registration Statement covering the sale of all of the Registrable Securities
is not then effective and available for sales thereof by the Holders or the
Registrable Securities are not freely transferable pursuant to Rule 144(k)
under the Securities Act, the Company shall, at such time, promptly give each
Holder written notice of such Proposed Registration.  Each Holder shall have ten (10) Business Days from its receipt of
such notice to deliver to the Company a written request specifying the amount
of Registrable Securities that such Holder intends to sell and such Holder’s
intended method of distribution.  Upon
receipt of such request, the Company shall use its best efforts to cause all
Registrable Securities which the Company has been requested to register to be
registered under the Securities Act to the extent necessary to permit their
sale or other disposition in accordance with the intended methods of
distribution specified in the request of such Holder; provided, however, that the
Company shall have the right to postpone or withdraw any registration effected
pursuant to this Section 3 without obligation to the Holders.  If, in connection with any underwritten
public offering for the account of the Company or for stockholders of the
Company that have contractual rights to require the Company to register shares
of Common Stock, the managing underwriter(s) thereof shall impose a limitation
on the number of shares of Common Stock which may be included in a registration
statement because, in the judgment of such underwriter(s), marketing or other
factors dictate such limitation is necessary to facilitate such offering, then
the Company shall be obligated to include in the registration statement only
such limited portion of the Registrable Securities with respect to which each
Holder has requested inclusion hereunder as such underwriter(s) shall permit.  Any exclusion of Registrable Securities
shall be made pro rata among the
Holders seeking to include Registrable Securities in a registration statement,
in proportion to the number of Registrable Securities sought to be included by
such Holders; provided, however, that the Company shall not exclude any
Registrable Securities unless the Company has first excluded all outstanding
securities, the holders of which are not entitled to inclusion of such
securities in the registration statement or are not entitled to pro rata inclusion with the Registrable
Securities; and provided, further, that, after giving effect to the
immediately preceding proviso, any exclusion of Registrable Securities shall be
made pro rata with holders of
other securities having the right to include such securities in the
registration statement.


 


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4.                                       OBLIGATIONS
OF THE COMPANY.


 


In addition to performing its obligations hereunder, including without
limitation those pursuant to Section 2 above, the Company shall, with
respect to each Registration Statement:


 


(a)                                  prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection with such
Registration Statement as may be necessary to comply with the provisions of the
Securities Act or to maintain the effectiveness of such Registration Statement
during the Registration Period, or as may be reasonably requested by a Holder
in order to incorporate information concerning such Holder or such Holder’s
intended method of distribution;


 


(b)                                 promptly
following the Closing, secure the listing on the Nasdaq National Market System
of all Registrable Securities issuable upon conversion of the Series B
Preferred Stock and exercise of the Series A Warrants and the Series B
Warrants, and provide each Holder with reasonable evidence thereof;


 


(c)                                  furnish
to each Holder such number of copies of the prospectus included in such
Registration Statement, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as such Holder
may reasonably request in order to facilitate the disposition of such Holder’s
Registrable Securities;


 


(d)                                 use
all commercially reasonable efforts to register or qualify the Registrable
Securities under the securities or “blue sky” laws of such jurisdictions within
the United States as shall be reasonably requested from time to time by a
Holder, and do any and all other acts or things which may be necessary or
advisable to enable such Holder to consummate the public sale or other
disposition of the Registrable Securities in such jurisdictions; provided
that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such jurisdiction;


 


(e)                                  notify
each Holder immediately after becoming aware of the occurrence of any event
(but shall not, without the prior written consent of such Holder, disclose to
such Holder any facts or circumstances constituting material non-public
information) as a result of which the prospectus included in such Registration
Statement, as then in effect, contains an untrue statement of material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, and as promptly as practicable prepare and file with the Commission
and furnish to each Holder a reasonable number of copies of a supplement or an
amendment to such prospectus as may be necessary so that such prospectus does
not contain an untrue statement of material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing;


 


(f)                                    use
all commercially reasonable efforts to prevent the issuance of any stop order
or other order suspending the effectiveness of such Registration Statement and,
if such an order is issued, to obtain the withdrawal thereof at the earliest
possible time and to notify each Holder of the issuance of such order and the
resolution thereof;


 


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(g)                                 furnish
to each Holder, on the date that such Registration Statement, or any successor
registration statement, becomes effective, (x) a letter, dated such date, of
outside counsel representing the Company (and reasonably acceptable to such
Holder) addressed to such Holder, confirming such effectiveness and, to the
knowledge of  such counsel, the absence
of any stop order, and (y) in the case of an underwriting, (A) a copy of an
opinion, dated such date, of such outside counsel, in such form and substance
as is required to be given to the underwriters, and (B) a letter addressed to
such Holder, dated such date, from the Company’s independent certified public
accountants, in such form and substance as is required to be given by the
Company’s independent certified public accountants to such underwriters;


 


(h)                                 provide
to each Holder and its representatives the reasonable opportunity to conduct a
reasonable inquiry of the Company’s financial and other records during normal
business hours and make available its officers, directors and employees for
questions regarding information which such Holder may reasonably request in
order to fulfill any due diligence obligation on its part;


 


(i)                                     permit
counsel for each Holder to review such Registration Statement and all
amendments and supplements thereto, and any comments made by the staff of the
Commission concerning such Holder and/or the transactions contemplated by the
Transaction Documents and the Company’s responses thereto, within a reasonable
period of time prior to the filing thereof with the Commission (or, in the case
of comments made by the staff of the Commission, within a reasonable period of
time following the receipt thereof by the Company); and


 


(j)                                     in
the event that, at any time, the number of shares available under the
Registration Statement is insufficient to cover one hundred twenty five percent
125% of the Registrable Securities issuable under the Series B Preferred
Stock,  Series A Warrants and Series B
Warrants (such number to be determined using the Conversion Price or Exercise Price,
as applicable, in effect at such time and without regard to any restriction on
the ability of any Holder to convert such Holder’s Series B Preferred Stock or
exercise such Holder’s Series A Warrant or Series B Warrant) the Company shall
promptly amend such Registration Statement or file a new registration
statement, in any event as soon as practicable, but not later than the tenth
(10th) day following notice from a Holder of the occurrence of such
event, so that such Registration Statement or such new registration statement,
or both, covers no less than one hundred twenty-five percent (125%) of the
Registrable Securities eligible for resale thereunder and issuable under the
related Series B Preferred Stock, Series A Warrants and Series B Warrants (such
number to be determined using the Conversion Price or Exercise Price, as
applicable, in effect at the time of such amendment or filing and without
regard to any restriction on the ability of any Holder to convert such Holder’s
Series B Preferred Stock or exercise such Holder’s Series A Warrant or Series B
Warrant).  The Company shall use its
best efforts to cause such amendment and/or new Registration Statement to
become effective as soon as practicable following the filing thereof. Any
Registration Statement filed pursuant to this paragraph 4(j) shall state that,
to the extent permitted by Rule 416 under the Securities Act, such Registration
Statement also covers such indeterminate number of additional shares of Common
Stock as may become issuable upon conversion of the Series B Preferred Stock and
exercise of the Series A Warrants and Series B Warrants in order to prevent
dilution resulting from stock splits, stock dividends or similar events. Unless
and until such amendment or new


 


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Registration Statement becomes effective, each Holder shall have the
rights described in paragraph 2(d) above.


 


5.                                       OBLIGATIONS
OF EACH HOLDER.


 


In connection with the registration of Registrable Securities pursuant
to a Registration Statement, each Holder shall:


 


(a)  timely furnish to the
Company in writing such information regarding itself and the intended method of
disposition of such Registrable Securities as the Company shall reasonably
request in order to effect the registration thereof;


 


(b)  upon receipt of any notice
from the Company of the happening of any event of the kind described in
paragraphs 4(e) or 4(f), immediately discontinue any sale or other disposition
of such Registrable Securities pursuant to such Registration Statement until
the filing of an amendment or supplement as described in paragraph 4(e) or
withdrawal of the stop order referred to in paragraph 4(f), and use
commercially reasonable efforts to maintain the confidentiality of such notice
and its contents;


 


(c)  in the event of an
underwritten offering of such Registrable Securities in which such Holder
participates, enter into a customary and reasonable underwriting agreement and
execute such other documents as the Company and the managing underwriter for
such offering may reasonably request;


 


(d)  to the extent required by
applicable law, deliver a prospectus to the purchaser of such Registrable
Securities;


 


(e)  notify the Company when it
has sold all of the Registrable Securities held by it; and


 


(f)  notify the Company in the
event that any information supplied by such Holder in writing for inclusion in
such Registration Statement or related prospectus is untrue or omits to state a
material fact required to be stated therein or necessary to make such
information not misleading in light of the circumstances then existing;
immediately discontinue any sale or other disposition of such Registrable
Securities pursuant to such Registration Statement until the filing of an
amendment or supplement to such prospectus as may be necessary so that such prospectus
does not contain an untrue statement of material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing; and use
commercially reasonable efforts to assist the Company as may be appropriate to
make such amendment or supplement effective for such purpose.


 


6.                                       INDEMNIFICATION.


 


In the event that any Registrable Securities are included in a
Registration Statement under this Agreement:


 


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(a)                                  To
the extent permitted by law, the Company shall indemnify and hold harmless each
Holder, the officers, directors, employees, agents and representatives of such
Holder, and each person, if any, who controls such Holder within the meaning of
the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), against any losses, claims, damages, liabilities or reasonable
out-of-pocket expenses (whether joint or several) (collectively, including
legal or other expenses reasonably incurred in connection with investigating or
defending same, “Losses”), insofar as any such Losses arise out of or
are based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in such Registration Statement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  Subject to the
provisions of paragraph 6(c) below, the Company will reimburse such Holder, and
each such officer, director, employee, agent, representative or controlling
person, for any legal or other out-of-pocket expenses as reasonably incurred by
any such entity or person in connection with investigating or defending any
Loss; provided,
however, that the foregoing indemnity shall not apply to amounts
paid in settlement of any Loss if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be obligated to indemnify any person for any Loss to the
extent that such Loss is (i) based upon and is in conformity with written
information furnished by such person expressly for use in such Registration
Statement or (ii) based on a failure of such person to deliver or cause to be
delivered the final prospectus contained in the Registration Statement and made
available by the Company, if such delivery is required by applicable law.


 


(b)                                 To
the extent permitted by law, each Holder who is named in such Registration
Statement as a selling stockholder, acting severally and not jointly, shall
indemnify and hold harmless the Company, the officers, directors, employees,
agents and representatives of the Company, and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act, against any Losses to the extent (and only to the extent) that any such
Losses are based upon and in conformity with written information furnished by
such Holder expressly for use in such Registration Statement. Subject to the
provisions of paragraph 6(c) below, such Holder will reimburse any legal or
other expenses as reasonably incurred by the Company and any such officer,
director, employee, agent, representative, or controlling person, in connection
with investigating or defending any such Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of any such
Loss if such settlement is effected without the consent of such Holder (which
consent shall not be unreasonably withheld); and provided, further, that, in
no event shall any indemnity under this paragraph 6(b) exceed the net proceeds
resulting from the sale of the Registrable Securities sold by such Holder under
such Registration Statement.


 


(c)                                  Promptly
after receipt by an indemnified party under this Section 6 of notice of
the commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof and the indemnifying party shall
have the right to participate in and to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the reasonably
incurred fees and expenses of one such


 


8

















 


counsel for all indemnified parties to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate under applicable standards of
professional conduct due to actual or potential conflicting interests between
such indemnified party and any other party represented by such counsel in such
proceeding.  The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, to the extent prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 6 with respect to such action,
but the omission so to deliver written notice to the indemnifying party will
not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 6 or with respect to any other action
unless the indemnifying party is materially prejudiced as a result of not
receiving such notice.


 


(d)                                 In
the event that the indemnity provided in paragraph (a) or (b) of this
Section 6 is unavailable or insufficient to hold harmless an indemnified
party for any reason, the Company and each Holder agree, severally and not
jointly, to contribute to the aggregate Losses to which the Company or such
Holder may be subject in such proportion as is appropriate to reflect the
relative fault of the Company and such Holder in connection with the statements
or omissions which resulted in such Losses; provided, however, that in no case shall
such Holder be responsible for any amount in excess of the net proceeds
resulting from the sale of the Registrable Securities sold by it under the
Registration Statement.  Relative fault
shall be determined by reference to whether any alleged untrue statement or
omission relates to information provided by the Company or by such Holder.  The Company and each Holder agree that it
would not be just and equitable if contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above.  Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who is not guilty of
such fraudulent misrepresentation.  For
purposes of this Section 6, each person who controls a Holder within the
meaning of either the Securities Act or the Exchange Act and each officer,
director, employee, agent or representative of such Holder shall have the same
rights to contribution as such Holder, and each person who controls the Company
within the meaning of either the Securities Act or the Exchange Act and each
officer, director, employee, agent or representative of the Company shall have
the same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d).


 


(e)                                  The
obligations of the Company and each Holder under this Section 6 shall
survive the conversion of the Preferred Stock and exercise of the Warrants in
full, the completion of any offering or sale of Registrable Securities pursuant
to a Registration Statement under this Agreement, or otherwise.


 


7.                                       REPORTS.


 


With a view to making available to each Holder the benefits of Rule 144
and any other similar rule or regulation of the Commission that may at any time
permit such Holder to sell securities of the Company to the public without
registration, the Company agrees to:


 


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(a)                                  make
and keep public information available, as those terms are understood and
defined in Rule 144;


 


(b)                                 file
with the Commission in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act; and


 


(c)                                  furnish
to such Holder, so long as such Holder owns any Registrable Securities,
promptly upon written request (i) a written statement by the Company, if true,
that it has complied with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, (ii) to the extent not publicly available
through the Commission’s EDGAR database, a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed
by the Company, and (iii) such other information as may be reasonably requested
by such Holder in connection with such Holder’s compliance with any rule or
regulation of the Commission which permits the selling of any such securities
without registration.


 


8.                                       MISCELLANEOUS.


 


(a)                                  Expenses
of Registration.  Except as
otherwise provided in the Securities Purchase Agreement, all reasonable
expenses, other than underwriting discounts and commissions and fees and
expenses of counsel and other advisors to each Holder, incurred in connection
with the registrations, filings or qualifications described herein, including
(without limitation) all registration, filing and qualification fees, printers’
and accounting fees, the fees and disbursements of counsel for the Company, and
the fees and disbursements incurred in connection with the opinion and letter
described in paragraph 4(g) hereof, shall be borne by the Company.


 


(b)                                 Amendment;
Waiver.  Except as expressly
provided herein, neither this Agreement nor any term hereof may be amended or
waived except pursuant to a written instrument executed by the Company and the
Holders of at least two-thirds (2/3) of the Registrable Securities into which
all of the Preferred Stock and Warrants then outstanding are convertible or
exercisable (without regard to any limitation on such conversion or exercise).
Any amendment or waiver effected in accordance with this paragraph shall be
binding upon each Holder, each future Holder and the Company.  The failure of any party to exercise any
right or remedy under this Agreement or otherwise, or the delay by any party in
exercising such right or remedy, shall not operate as a waiver thereof.


 


(c)                                  Notices.  Any notice, demand or request required or
permitted to be given by the Company or a Holder pursuant to the terms of this
Agreement shall be in writing and shall be deemed delivered (i) when delivered
personally or by verifiable facsimile transmission, unless such delivery is
made on a day that is not a Business Day, in which case such delivery will be
deemed to be made on the next succeeding Business Day, (ii) on the next
Business Day after timely delivery to an overnight courier and (iii) on the
Business Day actually received if deposited in the U.S. mail (certified or
registered mail, return receipt requested, postage prepaid), addressed as
follows:


 


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If to the Company:


 


NeoMagic Corporation


3250 Jay Street


Santa Clara, California  95054


Attn:                    Chief
Financial Officer


Tel:         (408) 988-7020


Fax:                           (408)
988-5196


 


with a copy to:


 


Wilson Sonsini Goodrich & Rosati


650 Page Mill Road


Palo Alto, CA 94304


Attn:                    Michael
J. Danaher, Esq.


Tel:                            (650)
493-9300


Fax:                           (650)
493-6811


 


and if to a Holder, to such
address as shall be designated by such Holder in writing to the Company.


 


(d)                                 Assignment.  Upon the transfer of any Preferred Stock,
Warrants or Registrable Securities by a Holder, the rights of such Holder
hereunder with respect to such securities so transferred shall be assigned
automatically to the transferee thereof, and such transferee shall thereupon be
deemed to be a “Holder” for purposes of this Agreement, as long as: (i) the
Company is, within a reasonable period of time following such transfer,
furnished with written notice of the name and address of such transferee, (ii)
the transferee agrees in writing with the Company to be bound by all of the
provisions hereof, and (iii) such transfer is made in accordance with the
applicable requirements of the Securities Purchase Agreement; provided,
however, that the registration rights granted under this Agreement
shall not be assigned to any person or entity that receives any Preferred
Stock, Warrants or Registrable Securities in a public transaction pursuant to
an effective registration statement under the Securities Act or pursuant to
Rule 144.


 


(e)                                  Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed one and the same instrument.  This Agreement, once executed by a party, may be delivered to any
other party hereto by facsimile transmission.


 


(f)                                    Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within the State of
New York.


 


(g)                                 Holder of Record.  A person is deemed to be a Holder whenever
such person owns or is deemed to own of record such Registrable
Securities.  If the Company receives
conflicting instructions, notices or elections from two or more persons with
respect to the same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from the record owner of
such Registrable Securities.


 


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(h)                                 Entire Agreement.
This Agreement, the Securities Purchase Agreement, the Certificate of
Designation, the Warrants, and the other Transaction Documents constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof and thereof.  There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein.  This
Agreement, the Securities Purchase Agreement, the Certificate of Designation,
the Warrants, and the other Transaction Documents supersede all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.


 


(i)                                     Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(j)                                     Third Party
Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other person.


 


[Signature Pages to Follow]


 


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IN WITNESS WHEREOF, the undersigned have executed this Registration
Rights Agreement as of the date first-above written.


 


	
  NEOMAGIC CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
  SATELLITE STRATEGIC FINANCE ASSOCIATES, LLC

  
	
   

  
	
  By:

  	
  Satellite Asset Management, L.P., its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Brian S. Kriftcher

  
	
   

  	
   

  	
  Chief Operating Officer and Principal