0000950134-03-015795 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT OF ROGUE WAVE SOFTWARE, INC.
Rights Agreement • November 25th, 2003 • Rogue Wave Software Inc /Or/ • Services-prepackaged software

Amendment No. 1 (the “Amendment”) dated as of November 3, 2003, to the Rights Agreement dated as of January 6, 2003 by and between Rogue Wave Software, Inc. and Mellon Investor Services LLC (the “Rights Agreement”), is being executed at the direction of Rogue Wave Software, Inc, a Delaware corporation (the “Company”).

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