**Exhibit 4.6**

 

**AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT**

 

Reference ismade 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**”) ismade and entered into as of this 9th day of May, 2005.

 

**WHEREAS**, Section 10 of the Agreement provides thatprovisions of the Agreement may be amended with the written consent of theCompany and the Required Holders, and that any such amendment shall be bindingupon 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 RegistrableSecurities”; and

 

  **WHEREAS**, theCompany and the undersigned Buyers, constituting the Required Holders, desireto amend the Agreement as set forth in this Amendment.

 

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

 

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

 

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

 

“**Initial Effectiveness Deadline**” meansthe date that is 120 days after the Closing Date; *provided,however*, that, with respect to the definition of “EffectivenessDeadline” as used in the Notes, “Initial Effectiveness Deadline” means the datethat 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 ofcounterparts and each of such counterparts shall for all purposes be deemed tobe an original, and all such counterparts shall together constitute but one andthe same instrument.

 

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**IN WITNESS WHEREOF,** the parties herein have caused this Amendment tobe 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:                                                  |

 

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