AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of August 21, 1998, between ARTISOFT, INC., a
Delaware corporation (the "Company"), and XXXXXX TRUST AND SAVINGS BANK (the
"Rights Agent").
The Company and BankOne Arizona, NA (the "Original Rights Agent")
heretofore entered into that certain Rights Agreement, dated as of December 23,
1994 (the "Original Rights Agreement").
The Original Trustee resigned as rights agent under the Original Rights
Agreement, the Company appointed the Rights Agent as successor rights agent
under the Original Rights Agreement, and the Rights Agent accepted such
appointment, all effective as of July 1, 1998.
The Company now desires to modify certain terms of the Original
Agreement, as provided in this Agreement, and the Rights Agent is willing to
agree to such modifications upon the direction of the Company.
Capitalized terms used and not otherwise defined in this Amendment
shall have the meanings ascribed to them in the Original Rights Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Amendments. The original Agreement shall be amended as set
forth below:
(a) Definition of "Acquiring Person". Section 1(a) is hereby
amended by changing the percentage "15%" to the percentage "25%" each time it
appears in such section.
(b) Definition of "Distribution Date". Section 1(h) is hereby
amended by changing the percentage "15%" to the percentage "25%" in the
penultimate line of such section.
(c) Exhibit C - Stockholder Rights Plan Summary of Rights.
Exhibit C is hereby amended by changing the percentage "15%" to the percentage
"25%" each time it appears in such exhibit.
(d) Effect on Rights. Each Right heretofore or hereafter
issued under the Original Rights Agreement (as amended and in effect from time
to time) shall be deemed to be amended in accordance with this Amendment.
(e) Continuing Effect. Except as modified by this Amendment,
the Original Rights Agreement and all Rights heretofore or hereafter issued
shall continue and remain in full force and effect.
Section 2. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
Section 3. Counterparts. 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 hereto have caused this Amendment to be
duly executed as of the day and year first above written.
ARTISOFT, INC.
By T. Xxxx Xxxxxx
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Name: T. Xxxx Xxxxxx
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Title: President and COO
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XXXXXX TRUST AND SAVINGS BANK,
as Rights Agent
By Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Officer
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