Certain Shareholders of SWT, Captiva Software Corporation And Captiva Software France EURL

Exhibit 2.2

27 May 2005

Certain Shareholders of SWT,

Captiva Software Corporation

And

Captiva Software France EURL

AMENDMENT N°1 to the

AGREEMENT

for the sale, purchase and exchange of shares in

SWT SA

XXXXXXX XXXXX LLP

BY AND BETWEEN:

(1	)		Xx. Xxxxx Xxxxxx born on 27 July 1961 at Tunis (Tunisia), of French nationality, residing at 00 xxxxxx Xxxxxxx Xxxx, 00000, Xxxxxx, hereby present;
(2	)		Xx. Xxxxxx Vaniche born on 5 June 1970 at Fez (Morocco), of French nationality, residing at 0 xxx xx xx Xxxxxxxxxx, 00000, Xxxxx, hereby present;
(3	)		Xx. Xxxxxxxx Xxxxxxxxx, born on 31 July 1960 at Angers, of French nationality, residing at 00 xxxxxx Xxxxxx, 00000, Xxxxxxxx, hereby present;
(4	)		Xx. Xxxxxx Xxxxxxxxx, born on 15 October 1971 at Suresnes (92), of French nationality, residing at 0 xxx xx xx xxxx, 00000, Xxxxx-Xxxx, hereby present;
(5	)		Xxx. Xxxxxx Xxxxxx, born on 5 January 1966 at Paris 14th, of French nationality, residing at 00 xxxxxx Xxxxxxx Xxxx, 00000, Xxxxxx, duly represented by Xxxxx Xxxxxx according to a power of attorney;
(6	)		Xx. Xxxxxx Xxxxxxx, born on 12 July 1938 at Cairo (Egypt), of French nationality, residing at residing at 00 xxx Xxxxxx, 00000 Xxxxxx, duly represented by Xxxxx Xxxxxx according to a power of attorney;
(7	)		Xxx. Xxxxx Xxxxxxx, born on 11 May 1947 at Cairo (Egypt), of French nationality, residing at 00 xxx Xxxxxx Xxxx, 00000 Xxxxxxxx, duly represented by Xxxxx Xxxxxx according to a power of attorney;

(Hereinafter collectively referred to as the “Sellers” and individually as a “Seller”, and which are not acting jointly but only severally (sans solidarité) for the purpose of this Agreement)

AND

(8	)		Captiva Software Corporation, a Delaware corporation whose offices are at 00000 Xxxxxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxx, XX 00000, represented by Xx. Xxxxxxxx X. Xxxx, CEO, duly authorised for the purpose hereof, and
(9	)		Captiva Software France EURL, a Société à Responsabilité Limitée, a company with an issued and paid-up share capital of 1 Euro and whose registered office are at 00, xxx xxx Xxxxxxxxx, 00000 Xxxxx, registered at the French Companies Registry of Paris under number 482 377 975, represented by Xx. Xxxxxxxx X. Xxxx, duly authorised for the purpose hereof,

(Hereinafter collectively referred to as the “Purchaser” and acting jointly (solidairement) for the purpose of this Agreement.)

Hereinafter collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS:

(A	)		On 10 May 2005, certain shareholders of the company SWT have entered into an Agreement for the sale, purchase and exchange of shares in SWT (the “Agreement”), pursuant to which Purchaser will acquire all of the outstanding shares of SWT (the “Company”).
(B	)		The Parties now wish to amend certain provisions of the Agreement, in particular to amend the Purchase Price and acknowledge that they have reached an agreement on the Net Cash Position.
(C	)		Capitalised terms used but not otherwise defined in this agreement shall have the meaning assigned to them in the Agreement.

NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

The definitions of “Exchange Shares”, “Founders Price”, “Founders Shares” and “Options Shares Price” shall be deleted and replaced by the following definitions:

“Exchange Shares” means 5,679 shares in the Company held by Xx. Xxxxx Xxxxxx and available to be exchanged at Completion.

“Founders Price” That part of the Purchase Price to be paid to Founders in consideration for the sale of the Founders Shares (EUR 6,609,975.33).

“Founders Shares” The aggregate number of Shares, excluding the Exchange Shares, held by the Founders, i.e., 24,317 Shares.

“Option Shares Price” The consideration for the sale of the entirety of the Option Shares equal to EUR 259,454.50, i.e, EUR 273.11 per Option Share.

2. SALE AND PURCHASE – EXCHANGE

2.1 The Parties hereby agree to amend the consideration for the sale of the entirety of the Private Equity Investors Shares and the Founders Shares, specified in Clause 3.1.1, which shall be equal to EUR 13,969,429.83 (i.e. the aggregate of the Private Equity Price, the Founders Price and the Option Shares Price).

2.2 The Parties hereby agree to delete Clauses 3.1.2 (B) and (C) of the Agreement and replace such Clauses by the following:

(B)		Founders Price
		(6)		Xxxxx Xxxxxx		EUR	5,253,942.06
		(7)		Xxxxxx Vaniche		EUR	672,491.83
		(8)		Xxxxxx Xxxxxxxxx		EUR	162,747.96
		(9)		Xxxxxxxx Xxxxxxxxx		EUR	244,121.94
		(10)		Xxxxxx Xxxxxx		EUR	244,121.94
		(11)		Xxxxxx Xxxxxxx		EUR	16,274.80
		(12)		Xxxxx Xxxxxxx		EUR	16,274.80
(C)		Option Shares Price
		(13)				EUR	259,454.50

2.3 Founders Price Adjustment

The Parties acknowledge that they have jointly determined, in accordance with Clause 3.3.1 of the Agreement, the Net Cash Position which amounts to EUR 2,026,332.88.

Such amount has been taken into account in order to compute the Founders Price. As a result, the Parties acknowledge that the determination of the Net Cash Position is final and binding upon each of the Founders and the Purchaser, and each Party irrevocably and unconditionally waives any rights it may have pursuant to Clause 3.3 of the Agreement.

3. CONDITIONS PRECEDENT

The Parties acknowledges that all the conditions precedent set out in the Agreement have been duly fulfilled.

4. PAYMENT OF PURCHASE PRICE

4.1 Clause 6.3.2 of the Agreement shall be deleted and replaced by the following clause:

EUR 5,109,975.33 shall be paid to the order of the Founders by wire transfer as follows:

(1)		Xxxxx Xxxxxx		EUR	3,753,942.06
(2)		Xxxxxx Vaniche		EUR	672,491.83
(3)		Xxxxxx Xxxxxxxxx		EUR	162,747.96
(4)		Xxxxxxxx Xxxxxxxxx		EUR	244,121.94
(5)		Xxxxxx Xxxxxx		EUR	244,121.94
(6)		Xxxxxx Xxxxxxx		EUR	16,274.80
(7)		Xxxxx Xxxxxxx		EUR	16,274.80

The details of each bank account are attached hereto as Schedule 4.1

5. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by, and construed in accordance with French law.

The Parties irrevocably agree that the Commercial Court of Paris (France) shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising therefrom.

Unless expressly amended by the terms hereof, all other terms of the Agreement remain in full force and effect.

IN WITNESS of which the parties have executed this Agreement in Paris, on 27^th May 2005 in 9 original copies.

The Sellers

Hervé Xxxxxx		Xxxxxx Vaniche
Xxxxxxxx Xxxxxxxxx		Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxx represented by Xxxxx Xxxxxx pursuant to a power of attorney		Xxxxxx Xxxxxxx represented by Xxxxx Xxxxxx pursuant to a power of attorney
Xxxxx Xxxxxxx represented by Xxxxx Xxxxxx pursuant to a power of attorney
The Purchaser
Captiva Software Corporation represented by Xx. Xxxxxxxx X. Xxxx		Captiva Software France EURL represented by Xx. Xxxxxxxx X. Xxxx

SCHEDULE 4.1

FOUNDERS BANK ACCOUNT DETAILS