FIRST AMENDMENT TO RIGHTS AGREEMENT
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This FIRST AMENDMENT amends the Rights Agreement dated as of July 8, 1996
(the "Agreement") between Dataware Technologies, Inc., a Delaware corporation
(the "Company"), and American Stock Transfer & Trust Company, a New York
corporation, as Rights Agent. Capitalized terms used and not defined herein
have the same respective meanings as in the Agreement. Except as set forth
herein, the Agreement shall remain in force without change.
WHEREAS, the Board of Directors of the Company has authorized the issuance
and sale of shares of the Company's Series B Convertible Preferred Stock (the
"Series B Shares") and deems it desirable that the holders of the Series B
Shares, as such, as of any time have the same rights under the Agreement as they
would have had they converted the Series B Shares into Common Stock immediately
before such time;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree pursuant to Section 27 of the
Agreement that the Agreement is hereby amended by deleting subsection 1(g)
thereof in its entirety and substituting therefor the following new subsection
1(g):
"(g) "Common Stock" shall mean the common stock, par value $0.01 per share,
of the Company, except that "Common Stock" when used with reference to any
Person other than the Company shall mean the capital stock of such Person with
the greatest voting power, or the equity securities or other equity interest
having power to control or direct the management, of such Person. Without
limiting the foregoing, "Common Stock" shall also include the shares of common
stock, par value $0.01 per share, of the Company at the time issuable upon
conversion of the outstanding shares of the Series B Convertible Preferred Stock
of the Company."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as an instrument under seal as of April 14, 1997.
Attest: DATAWARE TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxx Xxxxxxx
Assistant Secretary Chairman of the Board and
Chief Executive Officer
Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
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