Amendment to Stock Purchase Warrants



 Exhibit 10.1 
 AMENDMENT TO STOCK PURCHASE WARRANTS 
 This Amendment
to Stock Purchase Warrants dated as of October 26, 2009 (this “Amendment”) amends those certain Warrants and Amended and Restated Warrants listed on Schedule A hereto (collectively, the “Warrants”),
issued by Kana Software, Inc., a Delaware corporation (the “Company”), pursuant to those certain Common Stock and Warrant Purchase Agreements dated as of June 25, 2005 and September 29, 2005, as amended (the
“Purchase Agreements”) by and among the Company, NightWatch Capital Partners LP, NightWatch Capital Partners II, LP and RHP Master Fund, Ltd. (the “Buyers”). This Amendment is made by and among the Company and each
of the Buyers. The capitalized terms not otherwise defined herein have the respective meanings given to them in the Warrants. 
 RECITALS 
 WHEREAS, each of the undersigned holds a Warrant and Section 11 of the Warrants provides that any
provision of the Warrants may be amended only by an instrument in writing signed by the Company and the holder of a Warrant. 
 WHEREAS,
the parties desire to amend the Warrants in connection with the potential sale, transfer and assignment of substantially all of the assets of the Company to, or merger of the Company into a subsidiary of, an acquiring entity (the
“Transaction”). 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Amendment to Warrants.

 (a) Amendment of Section 2. The Exercise Period of each of the Warrants as set forth in
Section 2 is hereby extended for an additional two-year period such that each of the Warrants shall be exercisable at any time or from time to time before 5:00 p.m., New York City time on the seventh (7th) anniversary of the date of issuance of the Warrant pursuant to
the Purchase Agreement. 
 (b) Amendment of Section 4(e). Section 4(e) of each of the Warrants is hereby
amended to read in its entirety as follows: 
 “Consolidation, Merger or Sale. This Warrant shall remain outstanding
on the same terms and conditions following any sale or conveyance of all or substantially all of the assets of the Company (other than in connection with a plan of complete liquidation of the Company) provided that shares of Common Stock remain
outstanding following such sale or conveyance. In case of any consolidation of the Company with or merger of the Company into any other corporation in which the consideration to be paid for shares of Common Stock upon consummation of the
consolidation or merger is solely cash, the holder of this Warrant will have








 
the right to acquire and receive upon exercise of this Warrant, in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such cash consideration
as may be payable upon consummation of the consolidation or merger for the number of shares of Common Stock issued upon exercise less the Exercise Price. In the case of any consolidation of the Company with or merger of the Company into any other
corporation in which the consideration to be paid for shares of Common Stock upon consummation of the consolidation or merger is (or includes) consideration other than cash, then as a condition of such consolidation or merger, adequate provision
will be made whereby the holder of this Warrant will have the right (and such right will continue for the remainder of the Exercise Period) to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately
theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and
receivable upon exercise of this Warrant had such consolidation or merger not taken place, and in any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as
nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation or merger in which the consideration is (or includes) consideration other than
cash unless prior to the consummation thereof, the successor or acquiring entity (if other than the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock
of the Company are entitled to receive as a result of such consolidation or merger, assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or
assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. In the event the Company effects any consolidation or merger or sale or conveyance of substantially all of its assets prior to the end of the Exercise
Period, this Warrant will become, at the option of the Holder, immediately exercisable.” 
 2. Waiver of Notice. The
undersigned holder hereby waives any notice and procedural requirements which the holder may be entitled to with respect to the Transaction under Section 4(j) of the Warrants. 
 3. No Other Amendment. Except as expressly modified by this Amendment, all terms of the Warrants shall remain in full force and effect. 
 4. Counterparts; Facsimile. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered
will be deemed an original, and all of which together shall constitute one and the same agreement. This Amendment may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if
the original signature had been delivered to the other party. 
 [SIGNATURE PAGES
FOLLOW] 







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first above written. 
  

			
	THE COMPANY:
	
	KANA SOFTWARE, INC.
		
	By:	 	         /s/ Michael S. Fields

		 	    Michael S. Fields
		 	    Chief Executive Officer









 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first above written. 
  

			
	THE BUYER:
	
	NIGHTWATCH CAPITAL PARTNERS, LP
		
	By	 	 NightWatch Capital Management, LLC, its general partner

		
	By:	 	         /s/ John F. Nemelka

		 	    John F. Nemelka
		 	    Managing Principal
	
	NIGHTWATCH CAPITAL PARTNERS II, LP
		
	By	 	 NightWatch Capital Management, LLC, its general partner

		
	By:	 	         /s/ John F. Nemelka

		 	    John F. Nemelka
		 	    Managing Principal
	
	 each c/o NightWatch Capital Advisors, LLC
 3311 North University Avenue, Suite 200
 Provo, Utah 84604
 Phone:    (801) 805-1305
 Fax:        (801) 344-8773
 Attention: John F. Nemelka
  
 Copy all notices to:
  
 Akerman Senterfitt
 One S.E. 3rd
Avenue, 28th Floor
 Miami, Florida 33131-1714
 Attention: Martin T.
Schrier, Esq.




















 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first above written. 
  

			
	THE BUYER:
	
	RHP MASTER FUND, LTD.
		
	By:	 	 Rock Hill Investment Management, L.P., its investment manager

		
	By:	 	RHP General Partner, LLC
		
	By:	 	         /s/ Wayne D. Bloch

		 	    Wayne D. Bloch
		 	    Managing Partner
	
	 c/o Rock Hill Investment Management, L.P.
 3 Bala Plaza – East, Suite 585
 Bala Cynwyd, PA 19004
 Phone:    (610) 949-9700
 Fax:        (610) 949-9600
 Attention: Keith S. Marlowe
  
 Copy all notices to:
  
 Ballard Spahr Andrews & Ingersoll, LLP
 1735 Market Street, 51st Floor
 Philadelphia, PA
19103
 Attention: Gerald J. Guarcini, Esq.


















 SCHEDULE A 
 WARRANTS 
  

								
	Name	  	Date	  	Shares of Common Stock Underlying Warrant
	  	Exercise Price
	 NightWatch Capital Partners LP
	  	 amended and restated 9/29/05
	  	339,904	  	$	2.452
	 NightWatch Capital Partners II, LP
	  	 amended and restated 9/29/05
	  	339,904	  	$	2.452
	 RHP
Master Fund, Ltd.
	  	 amended and restated 9/29/05
	  	135,961	  	$	2.452
	 	 	 	 
	 	  	 	  	 	  	 	 
	 NightWatch Capital Partners LP
	  	 amended and restated 10/25/05
	  	459,034	  	$	1.966
	 NightWatch Capital Partners II, LP
	  	 amended and restated 10/25/05
	  	329,007	  	$	1.966
	 RHP
Master Fund, Ltd.
	  	 amended and restated 10/25/05
	  	157,646	  	$	1.966
	 	 	 	 
	 	  	 	  	 	  	 	 
	 NightWatch Capital Partners LP
	  	 10/25/05
	  	74,329	  	$	1.966
	 NightWatch Capital Partners II, LP
	  	 10/25/05
	  	53,274	  	$	1.966
	 RHP
Master Fund, Ltd.
	  	 10/25/05
	  	25,527	  	$	1.966