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Technology Stocks : General Magic -- Ignore unavailable to you. Want to Upgrade?

To: Mark Oliver who wrote (5763)	4/4/1999 11:27:00 PM
From: terrapin	Respond to of 10081

Here's a thought: All of our conjecture concerning the future plans of General Magic would not be necessary if they had an investment banking relationship with somebody. This would mean diluting our shares through a secondary offering followed by Research Reports(which we may never see), instead of through a convertible deal to a few privileged investors who probably have a very low risk, high profit financing in their hands. This is really becoming terribly sad, not to mention unprofitable. I think Markman means well, from the very little evidence I see and read, but he may be just a tad bit unrealistic when it comes to running a successful business. These recent months are reminding me of several other situations that went poorly albeit on good intentions. Disgusted.

To: Mark Oliver who wrote (5763)	4/4/1999 11:48:00 PM
From: Kurthend	Read Replies (1) \| Respond to of 10081

Mark, Below are the names of the Series D holders. It don't look good on the home front. The Series C and D holders are almost the same in terms of Investment Firms, names within the investment firms, or investment advisors. There only appears to be two firms that have been added from the Series C convertibles. Also, all the firms involved in the Series C also appear to be involved in the Series D. I highlighted what appears to be the same from the holders of the Series C and D convertibles. Even though it is late, I may try to go over the latest 8K and attempt to find out whether or not it may be advantageous for us shareholders beyond the fact that GMGC needs the cash. I hope like hell this aint another deal with the devil. I will be one p.o. person if this appears to be the same type of deal. On the bright side, why would these firms invest over $50 million if GMGC was likely to go out of business? Unless of course, they could short the hell out of the stock and make money on the way down and then back up. If the number of shorts dramatically increase this month or next, then the SOBs are at it again. Take care, Kurt PS I will try to respond to your message from earlier tonight. You made some good points but also a point or two that I may not agree with:)) Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT A. In connection with the Securities Purchase Agreement by and among the parties of even date herewith (the "SECURITIES PURCHASE AGREEMENT"), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Buyers (i) shares of the Company's Series D Convertible Preferred Stock (the "PREFERRED SHARES"), which will be convertible into shares of the Company's common stock, par value $.001 per share (the "COMMON STOCK") (as converted, the "CONVERSION SHARES"), in accordance with the terms of the Company's Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATIONS"); and (ii) warrants to acquire shares of Common Stock (the "WARRANTS") (the shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the "WARRANT SHARES"); and..... HFTP INVESTMENT LLC By: Promethean Investment Group L.L.C. Its: Investment Manager RGC INTERNATIONAL INVESTORS, LDC By: Rose Glen Capital Management, L.P. Its: Investment Advisor By: RGC General Partner Corp. Its: General Partner HALIFAX FUND, L.P. By: The Palladin Group, L.P. Its: Attorney-in-Fact PALLADIN PARTNERS I, L.P. By: Palladin Asset Management, L.L.C. Its: General Partner PALLADIN OVERSEAS FUND LIMITED By: The Palladin Group, L.P. Its: Attorney-in-Fact THE GLENEAGLES FUND COMPANY By: The Palladin Group, L.P. Its: Attorney-in-Fact PALLADIN SECURITIES, LLC By: /s/ Robert Chender COLONIAL PENN LIFE INSURANCE COMPANY By: The Palladin Group, L.P. Its: Attorney-in-Fact FISHER CAPITAL LTD. By: /s/ Kenneth Simpler WINGATE CAPITAL LTD. By: /s/ Kenneth Simpler