EXHIBIT 4.1


AMENDMENT
NO. 2 TO

RIGHTS AGREEMENT


This Amendment No. 2 (this
“Amendment”) is dated March 10, 2014 (the “Effective Date”), and amends that certain Rights
Agreement, dated as of September 17, 2003, between Qumu Corporation (f/k/a Rimage Corporation), a Minnesota corporation (the
“Company”), and Wells Fargo Bank Minnesota, N.A., as Rights Agent (the “Rights Agent”), as
previously amended by that certain Amendment No. 1 to Rights Agreement dated September 11, 2013 (collectively, the “Rights
Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the
Rights Agreement.


WHEREAS, on March 10, 2014,
the Board determined it is in the best interests of the Company and its shareholders to amend the Rights Agreement on the terms
set forth herein; and


WHEREAS, in accordance with
Section 27 of the Rights Agreement, the Company may, and the Rights Agent, if directed by the Company, shall, prior to the Distribution
Date, change or supplement any provision in the Rights Agreement in any manner the Company may deem necessary or desirable.


NOW, THEREFORE, in consideration
of the premises and the respective agreements set forth herein, the parties agree as follows:


1.1               
Amendment to Definition. Section 7(a) of the Rights Agreement is hereby amended such
that “Final Expiration Date” shall mean March 21, 2014.


1.2               
Exhibits. The exhibits to the Rights Agreement
shall be deemed to be restated to reflect this Amendment, including all conforming changes.


1.3               
Rights Agreement as Amended, Effective Date. The term “Agreement” or “Rights
Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Amendment
and any other amendment made in accordance with Section 27 of the Rights Agreement. This Amendment shall be effective as of the
Close of Business on the Effective Date and except as set forth herein the Rights Agreements shall remain in full force and effect
and otherwise shall be unaffected hereby.


1.4               
Direction to Rights Agent; Certification by Officer. By execution of this Amendment
by the Company, the Company hereby directs the Rights Agent to execute the Amendment in its capacity as Rights Agent pursuant to
the Rights Agreement and in accordance with Section 27 of the Rights Agreement. The officer of the Company executing this Amendment
on behalf of the Company hereby certifies on behalf of the Company that this Amendment is in compliance with the terms of Section
27 of the Rights Amendment.




    	 



    	 



    


 


1.5               
Benefits of this Amendment. Nothing in this Amendment shall be construed to give any
Person other than the Company, the Rights Agent and holders of Rights any legal or equitable right, remedy or claim under this
Amendment; and this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the holders of Rights.


1.6               
Severability. Whenever possible, each provision of this Amendment shall be interpreted
in such manner as to be valid and enforceable under applicable law, but if any provision of this Amendment shall be held to be
prohibited by or unenforceable under applicable law, (i) such provision shall be applied to accomplish the objectives of the
provision as originally written to the fullest extent permitted by law and (ii) all other provisions of this Amendment shall
remain in full force and effect; provided, however, that if such excluded provision shall affect the rights, immunities, duties
or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately. No rule of strict construction, rule
resolving ambiguities against the person who drafted the provision giving rise to such ambiguities or other such rule of interpretation
shall be applied against any party with respect to this Amendment.


1.7               
Governing Law. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of Minnesota without regard to the principles of conflicts of laws.


1.8               
Counterparts. This Amendment may be executed in counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


1.9               
Descriptive Headings. Descriptive headings of the several sections of this Amendment
are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this
Amendment.


[Signature Page follows]


 


 


 




    	 



    	 



    


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the day and year first above written.


 





	WELLS FARGO BANK MINNESOTA, N.A.	 	QUMU CORPORATION
	 	 	 
	By:  	/s/  Daniel Loeffler	 	By:  	/s/  Sherman L. Black
	 	Its:	Officer	 	 	Its:	Chief Executive Officer