<PAGE> 1
FIRST AMENDMENT TO THE
AMENDED AND RESTATED RIGHTS AGREEMENT
This Amendment, dated November 28, 2000 (the "Amendment"), is
made and entered into by and between MetaCreations Corporation, a Delaware
corporation (the "Company"), and BankBoston, N.A., a national banking
association, as Rights Agent (the "Rights Agent").
WHEREAS, the Corporation and the Rights Agent are parties to
the Amended and Restated Rights Agreement, dated as of June 24, 1999 (the
"Agreement"); and
WHEREAS, pursuant to Section 27 of the Agreement, the Company
and the Rights Agent desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the
mutual agreement herein set forth, the parties hereby agree as follows:
Section 1. Amendments to Section 1. The definition of
"Acquiring Person" is amended in its entirety to read as follows:
(a) "ACQUIRING PERSON" shall mean any Person who or which,
together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 15% or more of the Common
Shares then outstanding, but shall not include the Company,
any Subsidiary of the Company or any employee benefit plan of
the Company or of any Subsidiary of the Company, or any entity
holding Common Shares for or pursuant to the terms of any such
plan. Notwithstanding the foregoing, (i) Computer Associates
International, Inc. (together with its Associates and
Affiliates, "CA") shall not be deemed an Acquiring Person
unless it becomes the Beneficial Owner of 17.5% or more of the
Common Shares then outstanding and (ii) no Person (including
CA) shall be deemed to be an Acquiring Person as the result of
an acquisition of Common Shares by the Company which, by
reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such
Person to 15% or more (or 17.5% or more in the case of CA) of
the Common Shares of the Company then outstanding; provided,
however, that if a Person shall become the Beneficial Owner of
15% or more (or 17.5% or more in the case of CA) of the Common
Shares of the Company then outstanding by reason of share
purchases by the Company and shall, after such share purchases
by the Company, become the Beneficial Owner of any additional
Common Shares of the Company (other than pursuant to a
dividend or distribution paid or made by the Company on the
outstanding Common Shares in Common Shares or pursuant to a
split or
<PAGE> 2
subdivision of the outstanding Common Shares), then such
Person shall be deemed to be an Acquiring Person unless upon
becoming the Beneficial Owner of such additional Common Shares
of the Company such Person does not beneficially own 15% or
more (or 17.5% or more in the case of CA) of the Common Shares
of the Company then outstanding. Notwithstanding the
foregoing, (i) if the Company's Board of Directors determines
in good faith that a Person who would otherwise be an
"Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), has become such
inadvertently (including, without limitation, because (A) such
Person was unaware that it beneficially owned a percentage of
the Common Shares that would otherwise cause such Person to be
an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), or (B) such Person was aware
of the extent of the Common Shares it beneficially owned but
had no actual knowledge of the consequences of such beneficial
ownership under this Agreement) and without any intention of
changing or influencing control of the Company, and if such
Person divested or divests as promptly as practicable a
sufficient number of Common Shares so that such Person would
no longer be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), then such Person
shall not be deemed to be or to have become an "Acquiring
Person" for any purposes of this Agreement; and (ii) if, as of
the date hereof, any Person is the Beneficial Owner of 15% or
more of the Common Shares outstanding, such Person shall not
be or become an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), unless and until
such time as such Person shall become the Beneficial Owner of
additional Common Shares (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding
Common Shares in Common Shares or pursuant to a split or
subdivision of the outstanding Common Shares), unless, upon
becoming the Beneficial Owner of such additional Common
Shares, such Person is not then the Beneficial Owner of 15% or
more of the Common Shares then outstanding.
Section 2. Effect of Amendment. Except as expressly modified
herein the Agreement shall remain in full force and effect.
2
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed all as of the day and year first written.
METACREATIONS CORPORATION
By: /s/ Robert E. Rice
-------------------------------
Name: Robert E. Rice
Title: Chief Executive Officer
BANKBOSTON, N.A.
By: /s/ Margaret Prentice
-------------------------------
Name: Margaret Prentice
Title: Managing Director
3
