EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
 FIRST
AMENDMENT TO RIGHTS AGREEMENT 
 This First Amendment (“Amendment”) to the Rights Agreement, effective as of
December 4, 2014 amends that certain Rights Agreement dated as of June 18, 2014 (the “Rights Agreement”), by and between Actuate Corporation, a Delaware corporation (the “Company”), and
Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”). This Amendment is made by and between the Company and the Rights Agent. The capitalized terms not otherwise defined
herein have the respective meanings given to them in the Rights Agreement. 
 WHEREAS, the Company, by resolution adopted by its Board of
Directors, hereby directs the Rights Agent to amend the Rights Agreement as set forth herein; and 
 NOW THEREFORE, in consideration of the
premises and mutual agreements set forth herein, the Company and the Rights Agent agree as follows: 
 1. Amendment of
Section 1. Section 1 of the Rights Agreement is hereby supplemented and amended to add the following definitions in the appropriate alphabetical locations: 

“Merger” shall mean the “Merger” as such term is defined in the Merger Agreement. 

“Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of December 4, 2014, by and among the Company, Open
Text and Merger Sub, as amended or supplemented from time to time. 
 “Merger Sub” shall mean Asteroid Acquisition Corporation, a
Delaware corporation. 
 “Offer” shall mean the “Offer” as such term is defined in the Merger Agreement. 

“Open Text” shall mean Open Text Corporation, a Canadian corporation. 

“Tender Agreements” shall mean the “Tender Agreements” as such term is defined in the Merger Agreement. 

“Transactions” shall mean the “Transactions” as such term is defined in the Merger Agreement. 

2. Amendment of Definition of “Acquiring Person.” The definition of “Acquiring Person” in Section 1(a) of the
Rights Agreement is hereby supplemented and amended by adding the following as Section 1(a)(iii): 
 “(iii) Neither Open Text nor
Merger Sub nor any of their respective Affiliates, Associates, permitted assignees or permitted transferees shall be deemed to be an Acquiring Person as a result of the approval, execution, delivery or performance of the Merger Agreement or Tender
Agreements, the consummation of the Merger or the other Transactions or the announcement of any of the foregoing.” 
 3.
Amendment of Definition of “Final Expiration Date.” The definition of “Final Expiration Date” in Section 1(q) of the Rights Agreement is hereby replaced in its entirety with the following: “Final Expiration
Date” shall mean the earlier of (x) June 18, 2015 and (y) immediately prior to the Effective Time, as defined in the Merger Agreement.” 







 4. Amendment to Section 1(c). Section 1(c) of the Rights Agreement is hereby
supplemented and amended by inserting the following sentence immediately after the last sentence thereof: 
 “Notwithstanding anything
in this Agreement to the contrary, neither Parent, Merger Sub or any of their respective Affiliates, Associates, permitted assignees or permitted transferees is or will be a “Beneficial Owner” of or deemed to “beneficially own”
and have “Beneficial Ownership” of any securities of the Company as a result of the approval, execution, delivery or performance of the Merger Agreement or Tender Agreements, the making or consummation of the Offer, the consummation
of the Merger or the other Transactions or the announcement of any of the foregoing.” 
 5. Amendment of Definition of
“Distribution Date.” The definition of “Distribution Date” in Section 1(l) of the Rights Agreement is supplemented and amended by inserting the following sentence at the end of such definition: 

“Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred, and the Rights will
not become separable, distributable, unredeemable, triggered or exercisable, in each case as the result of the public announcement, approval, execution, delivery or performance of the Merger Agreement and/or the Tender Agreements, the making or
consummation of the Offer, the consummation of the Merger or the other Transactions or the announcement of any of the foregoing.” 
 6.
Amendment of Definition of “Section 11(a)(ii) Trigger Date.” The definition of “Section 11(a)(ii) Trigger Date” in Section 1(b)(b) of the Rights Agreement is supplemented and amended by inserting the following
sentence at the end of such definition: 
 “Notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Trigger Date
shall not be deemed to have occurred as the result of the public announcement, approval, execution, delivery or performance of the Merger Agreement and/or the Tender Agreements, the making or consummation of the Offer, the consummation of the Merger
or the other Transactions or the announcement of any of the foregoing.” 
 7. Amendment of Definition of “Shares Acquisition
Date.” The definition of “Shares Acquisition Date” in Section 1(c)(c) of the Rights Agreement is supplemented and amended by inserting the following sentence at the end of such definition: 

“Notwithstanding anything in this Agreement to the contrary, a Shares Acquisition Date shall not be deemed to have occurred as the result
of the public announcement, approval, execution, delivery or performance of the Merger Agreement and/or the Tender Agreements, the making or consummation of the Offer, the consummation of the Merger or the other Transactions or the announcement of
any of the foregoing.” 
 8. Amendment to Section 7(a). Section 7(a) of the Rights Agreement is hereby supplemented
and amended by deleting the word “or” that immediately precedes clause (iii) and inserting the following clause at the end of Section 7(a): 

“or (iv) immediately prior to the Effective Time (as defined in the Merger Agreement)” 







 9. Amendment to Section 23(a). Section 23(a) of the Rights Agreement is hereby
supplemented and amended by inserting the following sentence immediately after the last sentence thereof: 
 “Notwithstanding anything
in this Agreement to the contrary, in no event shall the provisions of this Section 23 apply to the public announcement, approval, execution, delivery or performance of the Merger Agreement and/or the Tender Agreements, the making or
consummation of the Offer, or the consummation of the Merger and the other Transactions.” 
 10. Exhibits. Exhibit B to the
Rights Agreement shall be deemed amended in a manner consistent with this Amendment. 
 11. Effectiveness; Other Provisions
Unaffected. This Amendment shall be deemed to be in full force and effect immediately prior to the execution and delivery of the Merger Agreement, and the Company or its agent shall notify the Rights Agent promptly after such execution and
delivery. Except as expressly modified hereby, all arrangements, agreements, terms, conditions and provisions of the Rights Agreement remain in full force and effect, and this Amendment and the Rights Agreement, as hereby modified, shall constitute
one and the same instrument. 
 12. Miscellaneous. 

(a) Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, then such term, provision, covenant or restriction shall be enforced to the maximum extent permissible, and the remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 
 (b) Governing Law. This Amendment
shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such
State. 
 (c) Counterparts. This Amendment may be executed in any number of 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. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and
enforceability as an original signature. 
 (d) 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 hereof or thereof. 

(e) Entire Agreement. This Amendment and the Rights Agreement, and all of the provisions hereof and thereof, shall be binding upon and
inure to the benefit of the Company and the Rights Agent and their respective successors and permitted assigns and executors, administrators and heirs. This Amendment, together with the Rights Agreement, sets forth the entire agreement and
understanding between the parties hereto as to the subject matter hereof and thereof and merges with and supercedes all prior discussions and understandings of any and every nature among them. Without limiting the foregoing, the Rights Agent shall
not be subject to, nor required to interpret or comply with, or determine if any person has complied with, the Merger Agreement even though reference thereto may be made in this Amendment and the Rights Agreement. 







 (f) Further Assurances. The Company and the Rights Agent shall cooperate and take such
action as may be reasonably requested by the other party in order to carry out the transactions and purposes of this Amendment, the Rights Agreement, and the transactions contemplated hereunder and/or thereunder. 

[SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the effective
time specified above. 
  

			
	ACTUATE CORPORATION
		
	By:	 	 /s/ Peter I. Cittadini

	Name:	 	Peter I. Cittadini
	Title:	 	Chief Executive Officer


  

			
	COMPUTERSHARE TRUST COMPANY, N.A.
		
	By:	 	 /s/ Dennis V. Moccia

	Name:	 	Dennis V. Moccia
	Title:	 	Manager, Contract Administration

 [SIGNATURE PAGE TO FIRST
AMENDMENT TO THE RIGHTS AGREEMENT]