0000930413-07-004548 Sample Contracts

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • May 18th, 2007 • Viewpoint Corp • Services-prepackaged software
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THIRD AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • May 18th, 2007 • Viewpoint Corp • Services-prepackaged software

This Amendment, dated May 17, 2007 (the “Amendment”), is made and entered into by and between Viewpoint Corporation (formerly known as MetaCreations Corporation), a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.), as Rights Agent (the “Rights Agent”).

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