Exhibit 4.2


 


Amendment
No. 1


TO


Tax
Benefit Preservation Plan 


and
Rights Agreement


 


This
Amendment No. 1 (this “Amendment”) to the Tax Benefit Preservation
Plan and Rights Agreement (the “Plan”), dated February 25, 2010, by and between Sajan, Inc., a Delaware corporation
(the “Company”), and Wells Fargo Bank, N.A., as Rights Agent (the “Rights Agent”), is made
as of April 28, 2014. All capitalized terms used herein have the same meanings assigned to them in the Plan, unless
otherwise defined herein.


 


WHEREAS,
in accordance with Section 26 of the Plan, for so long as the Rights are redeemable, subject to certain limitations that are inapplicable
to this Amendment, the Company may in its sole and absolute discretion amend the Plan in any respect without the approval of any
holders of Rights; and


 


WHEREAS,
pursuant to the terms of Section 26 of the Plan, the Rights Agent is hereby directed to join in this Amendment.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the Company and the Rights Agent hereby agree as follows:


 


		1.	Amendments to the Plan. Section 7(a) of the Plan is modified, amended and restated
as follows:



 


Except as otherwise provided herein, the Rights shall
become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may, subject to Section
11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part upon surrender
of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent
at the office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one
millionth of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which the Rights
are exercised, at any time which is both after the Distribution Date and prior to the time (the “Expiration Date”)
that is the earliest of (i) the Close of Business on April 28, 2014, (ii) the time at which the Rights are redeemed as provided
in Section 22 hereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section
23 hereof, (iv) the repeal of Section 382 or any successor statute if the Board determines that this Plan is no longer necessary
for the preservation of Tax Benefits, or (v) the beginning of a taxable year of the Company to which the Board determines that
no Tax Benefits may be carried forward.


 


		2.	Amendment of Exhibits. The exhibits to the Plan shall be deemed to be restated
to reflect this Amendment, including all conforming changes.



 


		3.	Further Assurances. Each of the parties to this Amendment will cooperate and take
such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment.



 


		4.	Counterparts. This Amendment may be executed in any number of counterparts (including
by facsimile), each of which shall be an original and all of which shall constitute one and the same document.



 


		5.	Governing law. This Amendment will be deemed to be a contract made pursuant to
the laws of the State of Delaware and for all purposes will be governed by and construed in accordance with the laws of the State
of Delaware applicable to contracts made and to be performed entirely within such State.



 


[Signature
page follows.]


 




    	 



    	 



    

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


 


 


	 	SAJAN, INC.
	 	 	 
	 	 	 
	 	By:  /s/ Tom Skiba	 	 
	 	
        Name: Tom Skiba

        Title: Chief Financial Officer

	 	 	 	 
	 	 	 	 
	 	WELLS FARGO BANK, N.A.
	 	AS RIGHTS AGENT
	 	 
	 	 
	 	
        

        

        

        By: /s/ Daniel Loffler

	 	
        Name: Daniel Loeffler

        Title:Officer