**EXHIBIT 4.5**REGISTRATION RIGHTS AGREEMENT**     This **REGISTRATION RIGHTS AGREEMENT**(this “**Agreement**”) is dated as of March 8, 2006, by andamong BroadVision, Inc., a Delaware corporation (the “**Company**”), and Honu Holdings LLC, a Delawarelimited liability company (the “**Buyer**”).     **WHEREAS:**     A. Buyer and the Company have entered into a Debt Conversion Agreement dated December 20, 2005(the “**Debt Conversion Agreement**”), pursuant to which the Company is issuing 34,500,000 shares ofthe Company’s common stock (the “**Shares**”) to Buyer in a private placement.     B. It is a condition to the parties’ obligations under the Debt Conversion Agreement thatBuyer and the Company enter into this Agreement.     C. To induce Buyer to execute and deliver the Debt Conversion Agreement, the Company hasagreed to provide certain registration rights under the Securities Act of 1933, as amended, and therules and regulations thereunder, or any similar successor statute (collectively, the “**1933 Act**”),and applicable state securities laws.     **NOW, THEREFORE,**the Company and Buyer hereby agree as follows:     1. Definitions.     Capitalized terms used herein and not otherwise defined herein shall have the respectivemeanings set forth in the Debt Conversion Agreement. As used in this Agreement, the followingterms shall have the following meanings:          a. “**Business Day**” means any day other than Saturday, Sunday or any other day on whichcommercial banks in The City of New York are authorized or required by law to remain closed.          b. “**Effective Date**” means the date the Registration Statement has been declared effective bythe SEC.          c. “**Effectiveness Deadline**” means the date that is 180 days after the Closing Date.          d. “**Filing Deadline**” means the date that is 90 days after the date of this Agreement.          e. “**Investor**” means Buyer or any transferee or assignee thereof to whom a Buyer assigns itsrights under this Agreement and who agrees to become bound by the provisions of this Agreement inaccordance with Section 9 and any transferee or assignee thereof to whom a transferee or assigneeassigns its rights under this Agreement and who agrees to become bound by the provisions of thisAgreement in accordance with Section 9.
 

 
          f. “**register**,” “**registered**,” and “**registration**” refer to a registration effected by preparingand filing one or more Registration Statements (as defined below) in compliance with the 1933 Actand pursuant to Rule 415 and the declaration or ordering of effectiveness of such RegistrationStatement(s) by the SEC.          g. “**Registrable Securities**” means (i) the Shares and (ii) any share capital of the Companyissued or issuable with respect to the Shares as a result of any share split, share dividend,recapitalization, exchange or similar event or otherwise.          h. “**Registration Statement**” means a registration statement or registration statements of theCompany filed under the 1933 Act covering the Registrable Securities.          i. “**Required Holders**” means the holders of a majority of the Registrable Securities.          j. “**Rule 415**” means Rule 415 under the 1933 Act or any successor rule providing for offeringsecurities on a continuous or delayed basis.          k. “**SEC**” means the United States Securities and Exchange Commission.     2. Registration.          a. Mandatory Registration. The Company shall prepare, and, as soon as practicable butin no event later than the Filing Deadline, file with the SEC the Registration Statement on FormS-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 isunavailable for such a registration, the Company shall use such other form as is available for sucha registration. The Company shall use all commercially reasonable efforts to have the RegistrationStatement declared effective by the SEC as soon as practicable, but in no event later than theEffectiveness Deadline.          b. Sufficient Number of Shares Registered. In the event the number of sharesavailable under a Registration Statement filed pursuant to Section 2(a) is insufficient to coverall of the Registrable Securities required to be covered by such Registration Statement, theCompany shall amend the applicable Registration Statement, or file a new Registration Statement (onthe short form available therefor, if applicable), or both, so as to cover at least all of theRegistrable Securities required to be so covered, in each case, as soon as practicable, but in anyevent not later than 15 days after the necessity therefor arises. The Company shall use allcommercially reasonable efforts to cause such amendment and/or new Registration Statement to becomeeffective as soon as practicable following the filing thereof.     3. Related Obligations.     At such time as the Company is obligated to file a Registration Statement with the SECpursuant to Section 2(a) or 2(b), the Company will use all commercially reasonable efforts toeffect the registration of the Registrable Securities in accordance with the intended method ofdisposition thereof and, pursuant thereto, the Company shall have the following obligations:
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          a. The Company shall submit to the SEC, promptly upon being informed that no review of aparticular Registration Statement will be made by the staff of the SEC or that the staff has nofurther comments on a particular Registration Statement, as the case may be, a request foracceleration of effectiveness of such Registration Statement to a time and date not later than 48hours after the submission of such request. The Company shall keep each Registration Statementeffective pursuant to Rule 415 at all times until the earlier of (i) the date as of which theInvestors may sell all of the Registrable Securities covered by such Registration Statement withoutrestriction pursuant to Rule 144(k) (or any successor thereto) promulgated under the 1933 Act or(ii) the date on which the Investors shall have disposed of all of the Registrable Securitiescovered by such Registration Statement (the “**Registration Period**”). The Company shall ensure thateach Registration Statement (including any amendments or supplements thereto and prospectusescontained therein) shall not contain any untrue statement of a material fact or omit to state amaterial fact required to be stated therein, or necessary to make the statements therein (in thecase of prospectuses, in the light of the circumstances in which they were made) not misleading.          b. The Company shall prepare and file with the SEC such amendments (including post-effectiveamendments) and supplements to a Registration Statement and the prospectus used in connection withsuch Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated underthe 1933 Act, as may be necessary to keep such Registration Statement effective at all times duringthe Registration Period, and, during such period, comply with the provisions of the 1933 Act withrespect to the disposition of all Registrable Securities of the Company covered by suchRegistration Statement until such time as all of such Registrable Securities shall have beendisposed of in accordance with the intended methods of disposition by the seller or sellers thereofas set forth in such Registration Statement. In the case of amendments and supplements to aRegistration Statement that are required to be filed pursuant to this Agreement (including pursuantto this Section 3(b)) by reason of the Company filing a report on Form 10-Q, Form 10-K, Form 8-K orany analogous report under the Securities Exchange Act of 1934, as amended (the “**1934 Act**”), theCompany shall have incorporated such report by reference into such Registration Statement, ifapplicable, or shall file such amendments or supplements with the SEC promptly following the day onwhich the 1934 Act report is filed that created the requirement for the Company to amend orsupplement such Registration Statement.          c. The Company shall furnish to each Investor whose Registrable Securities are included in anyRegistration Statement, without charge, (i) promptly after the same is prepared and filed with theSEC, at least one copy of such Registration Statement and any amendment(s) thereto, includingfinancial statements and schedules, all documents, including exhibits, incorporated therein byreference, if requested by an Investor and not otherwise available on the EDGAR system, and eachpreliminary prospectus, (ii) upon the effectiveness of any Registration Statement (but in no eventlater than two Business Days after the Effective Date), ten copies of the prospectus included insuch Registration Statement and all amendments and supplements thereto (or such other number ofcopies as such Investor may reasonably request) and (iii) such other documents, including copies ofany preliminary or final prospectus, as such Investor may reasonably request from time to time inorder to facilitate the disposition of the Registrable Securities owned by such Investor.
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          d. The Company shall use all commercially reasonable efforts to (i) register and qualify,unless an exemption from registration and qualification applies, the resale by Investors of theRegistrable Securities covered by a Registration Statement under such other securities or “bluesky” laws of such jurisdictions in the United States as the Investor may reasonably request, (ii)prepare and file in those jurisdictions, such amendments (including post-effective amendments) andsupplements to such registrations and qualifications as may be necessary to maintain theeffectiveness thereof during the Registration Period, (iii) take such other actions as may benecessary to maintain such registrations and qualifications in effect at all times during theRegistration Period, and (iv) take all other actions reasonably necessary or advisable to qualifythe Registrable Securities for sale in such jurisdictions; provided, however, that the Companyshall not be required in connection therewith or as a condition thereto to (x) qualify to dobusiness in any jurisdiction where it would not otherwise be required to qualify but for thisSection 3(d), (y) subject itself to general taxation in any such jurisdiction or (z) file a generalconsent to service of process in any such jurisdiction.          e. The Company shall cooperate with the Investors who hold Registrable Securities and, to theextent applicable, facilitate the timely preparation and delivery of certificates representing theRegistrable Securities to be offered pursuant to a Registration Statement and enable suchcertificates to be in such denominations or amounts, as the case may be, as the Investors mayreasonably request and registered in such names as the Investors may request.          f. If requested by an Investor, the Company shall (i) as soon as practicable incorporate in aprospectus supplement or post-effective amendment such information as an Investor reasonablyrequests to be included therein relating to the sale and distribution of Registrable Securities,including, without limitation, information with respect to the number of Registrable Securitiesbeing offered or sold, the purchase price being paid therefor and any other terms of the offeringof the Registrable Securities to be sold in such offering, (ii) as soon as practicable make allrequired filings of such prospectus supplement or post-effective amendment after being notified ofthe matters to be incorporated in such prospectus supplement or post-effective amendment and (iii)as soon as practicable, supplement or make amendments to any Registration Statement if reasonablyrequested by an Investor holding any Registrable Securities.          g. Notwithstanding anything to the contrary herein, at any time after the RegistrationStatement has been declared effective by the SEC, the Company may delay the disclosure of material,non-public information concerning the Company the disclosure of which at the time is not, in thegood faith opinion of the Board of Directors of the Company and its counsel, in the best interestof the Company and, in the opinion of counsel to the Company, otherwise required (a “**GracePeriod**”); provided, that the Company shall promptly (i) notify the Investors in writing of theexistence of material, non-public information giving rise to a Grace Period (provided that in eachnotice the Company will not disclose the content of such material, non-public information to theInvestors) and the date on which the Grace Period will begin, and (ii) notify the Investors inwriting of the date on which the Grace Period ends.
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     4. Obligations of the Investors.          a. At least five Business Days prior to the first anticipated filing date of a RegistrationStatement, the Company shall notify each Investor in writing of the information the Companyrequires from each such Investor if such Investor elects to have any of such Investor’s RegistrableSecurities included in such Registration Statement. It shall be a condition precedent to theobligations of the Company to complete the registration pursuant to this Agreement with respect tothe Registrable Securities of a particular Investor that such Investor shall furnish to the Companysuch information regarding itself, the Registrable Securities held by it and the intended method ofdisposition of the Registrable Securities held by it as shall be reasonably required to effect theeffectiveness of the registration of such Registrable Securities and shall execute such documentsin connection with such registration as the Company may reasonably request.          b. Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees tocooperate with the Company as reasonably requested by the Company in connection with thepreparation and filing of any Registration Statement hereunder, unless such Investor has notifiedthe Company in writing of such Investor’s election to exclude all of such Investor’s RegistrableSecurities from such Registration Statement.          c. To the extent required by applicable law, each Investor shall promptly notify the Companyof any change in any information regarding such Investor furnished by such Investor to the Companyfor inclusion in a Registration Statement. Each Investor covenants and agrees that it will complywith the prospectus delivery requirements of the 1933 Act as applicable to it in connection withsales of Registrable Securities pursuant to the Registration Statement.     5. Expenses of Registration.     All reasonable expenses, other than underwriting discounts and commissions, incurred inconnection with registrations, filings or qualifications pursuant to Sections 2 and 3, including,without limitation, all registration, listing and qualifications fees, printers and accountingfees, and fees and disbursements of counsel for the Company shall be paid by the Company.     6. Indemnification.     In the event any Registrable Securities are included in a Registration Statement under thisAgreement:          a. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, holdharmless and defend each Investor, the directors, officers, members, partners, employees, agents,representatives of, and each Person, if any, who controls any Investor within the meaning of the1933 Act or the 1934 Act (each, an “**Indemnified Person**”), against any losses, claims, damages,liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paidin settlement or expenses, joint or several, (collectively, “**Claims**”) incurred in investigating,preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal takenfrom the foregoing by or before any court or
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governmental, administrative or other regulatory agency, body or the SEC, whether pending orthreatened, whether or not an indemnified party is or may be a party thereto (“**IndemnifiedDamages**”), to which any of them may become subject insofar as such Claims (or actions orproceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:(i) any untrue statement or alleged untrue statement of a material fact in a Registration Statementor any post-effective amendment thereto or in any filing made in connection with the qualificationof the offering under the securities or other “blue sky” laws of any jurisdiction in whichRegistrable Securities are offered (“**Blue Sky Filing**”), or the omission or alleged omission tostate a material fact required to be stated therein or necessary to make the statements therein notmisleading, (ii) any untrue statement or alleged untrue statement of a material fact contained inany preliminary prospectus if used prior to the effective date of such Registration Statement, orcontained in the final prospectus (as amended or supplemented, if the Company files any amendmentthereof or supplement thereto with the SEC) or the omission or alleged omission to state thereinany material fact necessary to make the statements made therein, in the light of the circumstancesunder which the statements therein were made, not misleading, (iii) any violation or allegedviolation by the Company of the 1933 Act, the 1934 Act, any other law, including, withoutlimitation, any state securities law, or any rule or regulation thereunder relating to the offer orsale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation ofthis Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,“**Violations**”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons,promptly as such expenses are incurred and are due and payable, for any legal fees or otherreasonable expenses incurred by them in connection with investigating or defending any such Claim.Notwithstanding anything to the contrary contained herein, the indemnification agreement containedin this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of orbased upon a Violation that occurs in reliance upon and in conformity with information furnished inwriting to the Company by such Indemnified Person for such Indemnified Person expressly for use inconnection with the preparation of the Registration Statement or any such amendment thereof orsupplement thereto, if such prospectus was timely made available by the Company pursuant to Section3(c); (ii) with respect to any preliminary prospectus, shall not inure to the benefit of any suchPerson from whom the Person asserting any such Claim purchased the Registrable Securities that arethe subject thereof (or to the benefit of any Person controlling such Person) if the untruestatement or omission of material fact contained in the preliminary prospectus was corrected in theprospectus, as then amended or supplemented and if such prospectus was timely made available by theCompany pursuant to Section 3(c), and the Indemnified Person was promptly advised in writing not touse the incorrect prospectus prior to the use giving rise to a violation and such IndemnifiedPerson, notwithstanding such advice, used it or failed to deliver the correct prospectus asrequired by the 1933 Act; (iii) shall not be available to the extent such Claim is based on afailure of the Investor to deliver or to cause to be delivered the prospectus made available by theCompany, including a corrected prospectus, if such prospectus or corrected prospectus was timelymade available by the Company pursuant to Section 3(c); and (iv) shall not apply to amounts paid insettlement of any Claim if such settlement is effected without the prior written consent of theCompany, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remainin full force and effect regardless of any investigation made by or on behalf of the IndemnifiedPerson and shall survive the transfer of the Registrable Securities by the Investors pursuant toSection 9.
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          b. In connection with any Registration Statement in which an Investor is participating, eachsuch Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the sameextent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,each of its officers who signs the Registration Statement and each Person, if any, who controls theCompany within the meaning of the 1933 Act or the 1934 Act (each, an “**Indemnified Party**”), againstany Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based uponany Violation, in each case to the extent, and only to the extent, that such Violation occurs inreliance upon and in conformity with written information furnished to the Company by such Investorexpressly for use in connection with such Registration Statement or any post-effective amendmentthereof; and, subject to Section 6(c), such Investor promptly will reimburse any legal or otherexpenses reasonably incurred by an Indemnified Party in connection with investigating or defendingany such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) andthe agreement with respect to contribution contained in Section 7 shall not apply to amounts paidin settlement of any Claim if such settlement is effected without the prior written consent of suchInvestor, which consent shall not be unreasonably withheld or delayed; provided, further, however,that the Investor shall be liable under this Section 6(b) for only that amount of a Claim orIndemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale ofRegistrable Securities pursuant to such Registration Statement. Such indemnity shall remain infull force and effect regardless of any investigation made by or on behalf of such IndemnifiedParty and shall survive the transfer of the Registrable Securities by the Investors pursuant toSection 9. Notwithstanding anything to the contrary contained herein, the indemnificationagreement contained in this Section 6(b) with respect to any preliminary prospectus shall not inureto the benefit of any Indemnified Party if the untrue statement or omission of material factcontained in the preliminary prospectus was corrected on a timely basis in the prospectus, as thenamended or supplemented.          c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6of notice of the commencement of any action or proceeding (including any governmental action orproceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim inrespect thereof is to be made against any indemnifying party under this Section 6, deliver to theindemnifying party a written notice of the commencement thereof, and the indemnifying party shallhave the right to participate in, and, to the extent the indemnifying party so desires, jointlywith any other indemnifying party similarly noticed, to assume control of the defense thereof withcounsel mutually satisfactory to the indemnifying party and the Indemnified Person or theIndemnified Party, as the case may be; provided, however, that an Indemnified Person or IndemnifiedParty shall have the right to retain its own counsel with the fees and expenses of not more thanone counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party,if, in the reasonable opinion of counsel retained by the indemnifying party, the representation bysuch counsel of the Indemnified Person or Indemnified Party and the indemnifying party would beinappropriate due to actual or potential differing interests between such Indemnified Person orIndemnified Party and any other party represented by such counsel in such proceeding. In the caseof an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall beselected by the Investors holding a majority in interest of the Registrable Securities included inthe Registration Statement to which the Claim relates. The Indemnified Party or Indemnified
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Person shall cooperate fully with the indemnifying party in connection with any negotiation ordefense of any such action or Claim by the indemnifying party and shall furnish to the indemnifyingparty all information reasonably available to the Indemnified Party or Indemnified Person whichrelates to such action or Claim. The indemnifying party shall keep the Indemnified Party orIndemnified Person reasonably apprised at all times as to the status of the defense or anysettlement negotiations with respect thereto. No indemnifying party shall be liable for anysettlement of any action, claim or proceeding effected without its prior written consent, provided,however, that the indemnifying party shall not unreasonably withhold, delay or condition itsconsent. No indemnifying party shall, without the prior written consent of the Indemnified Partyor Indemnified Person, consent to entry of any judgment or enter into any settlement or othercompromise which does not include as an unconditional term thereof the giving by the claimant orplaintiff to such Indemnified Party or Indemnified Person of a release from all liability inrespect to such Claim or litigation. Following indemnification as provided for hereunder, theindemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Personwith respect to all third parties, firms or corporations relating to the matter for whichindemnification has been made. The failure to deliver written notice to the indemnifying partywithin a reasonable time of the commencement of any such action shall not relieve such indemnifyingparty of any liability to the Indemnified Person or Indemnified Party under this Section 6, exceptto the extent that the indemnifying party is prejudiced in its ability to defend such action.          d. The indemnification required by this Section 6 shall be made by periodic payments of theamount thereof during the course of the investigation or defense, as and when bills are received orIndemnified Damages are incurred.          e. The indemnity agreements contained herein shall be in addition to (i) any cause of actionor similar right of the Indemnified Party or Indemnified Person against the indemnifying party orothers and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.     7. Contribution.     To the extent any indemnification by an indemnifying party is prohibited or limited by law,the indemnifying party agrees to make the maximum contribution with respect to any amounts forwhich it would otherwise be liable under Section 6 to the fullest extent permitted by law;provided, however, that: (i) no Person involved in the sale of Registrable Securities which Personis guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) inconnection with such sale shall be entitled to contribution from any Person involved in such saleof Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contributionby any seller of Registrable Securities shall be limited in amount to the net amount of proceedsreceived by such seller from the sale of such Registrable Securities pursuant to such RegistrationStatement.     8. Reports Under the 1934 Act.     With a view to making available to the Investors the benefits of Rule 144 promulgated underthe 1933 Act or any other similar rule or regulation of the SEC that may at
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any time permit the Investors to sell securities of the Company to the public withoutregistration (“**Rule 144**”), the Company agrees to:          a. make and keep public information available, as those terms are understood and defined inRule 144;          b. file with the SEC in a timely manner all reports and other documents required of theCompany under the 1933 Act and the 1934 Act so long as the Company remains subject to suchrequirements and the filing of such reports and other documents is required for the applicableprovisions of Rule 144; and          c. furnish to each Investor so long as such Investor owns Registrable Securities, promptlyupon request, (i) a written statement by the Company, if true, that it has complied with thereporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recentannual report of the Company and such other reports and documents so filed by the Company (otherthan any correspondence filed by the Company with the SEC, including, without limitation, anyconfidential treatment requests) and (iii) such other information as may be reasonably requested topermit the Investors to sell such securities pursuant to Rule 144 without registration.     9. Assignment of Registration Rights.     The rights under this Agreement shall be automatically assignable by the Investors to anytransferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investoragrees in writing with the transferee or assignee to assign such rights, and a copy of suchagreement is furnished to the Company within a reasonable time after such assignment; (ii) theCompany is, within a reasonable time after such transfer or assignment, furnished with writtennotice of (a) the name and address of such transferee or assignee and (b) the securities withrespect to which such registration rights are being transferred or assigned; (iii) immediatelyfollowing such transfer or assignment the further disposition of such securities by the transfereeor assignee is restricted under the 1933 Act and applicable state securities laws; and (iv) at orbefore the time the Company receives the written notice contemplated by clause (ii) of thissentence the transferee or assignee agrees in writing with the Company to be bound by all of theprovisions contained herein.     10. Amendment of Registration Rights.     Provisions of this Agreement may be amended and the observance thereof may be waived (eithergenerally or in a particular instance and either retroactively or prospectively), only with thewritten consent of the Company and the Required Holders. Any amendment or waiver effected inaccordance with this Section 10 shall be binding upon each Investor and the Company. No suchamendment shall be effective to the extent that it applies to less than all of the holders of theRegistrable Securities. No consideration shall be offered or paid to any party to amend or consentto a waiver or modification of any provision of any of this Agreement unless the same considerationalso is offered to all of the parties to this Agreement.
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     11. Termination of Obligations.     The obligations of the Company pursuant to Section 3 hereof shall cease and terminate upon theearlier to occur of (a) such time as all of the Registrable Securities have been resold or (b) suchtime as all of the Registrable Securities may be resold pursuant to Rule 144(k).     12. Miscellaneous.          a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or isdeemed to own of record such Registrable Securities. If the Company receives conflictinginstructions, notices or elections from two or more Persons with respect to the same RegistrableSecurities, the Company shall act upon the basis of instructions, notice or election received fromthe such record owner of such Registrable Securities.          b. Any notices, consents, waivers or other communications required or permitted to be givenunder the terms of this Agreement must be in writing and will be deemed to have been delivered:(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (providedconfirmation of transmission is mechanically or electronically generated and kept on file by thesending party); or (iii) one Business Day after deposit with a nationally recognized overnightdelivery service, in each case properly addressed to the party to receive the same. The addressesand facsimile numbers for such communications shall be:     If to the Company:BroadVision, Inc.**