Exhibit 4.8
AMENDMENT
to the
AMENDED AND RESTATED
PREFERRED SHARES RIGHTS AGREEMENT
between
SCANSOFT, INC.
and
U.S. STOCK TRANSFER CORPORATION
This Amendment
(the “Amendment”) to the Amended and Restated Preferred
Shares Rights Agreement is made and entered into as of May 5,
2005 between SCANSOFT, INC., a Delaware corporation (the
“Company”), and US STOCK TRANSFER CORPORATION, as
Rights Agent (the “Rights Agent”).
B A C K G R O U N D
WHEREAS, the
Company and the Rights Agent entered into a Preferred Shares Rights
Agreement dated as of October 23, 1996, which was amended and
restated on March 15, 2004 (the “Rights
Agreement”);
WHEREAS,
Section 27 of the Rights Agreement provides that, in certain
circumstances, the Company may supplement or amend the Rights
Agreement without the approval of any holders of Rights;
WHEREAS, the
Company has agreed to issue and sell shares of the Company’s
Common Stock and warrants to acquire shares of the Company’s
Common Stock to Warburg Pincus Private Equity VIII, L.P. and
certain of its affiliated entities (collectively, “Warburg
Pincus”) in a series of transactions (the “Warburg
Financing”), such that Warburg Pincus will Beneficially Own
up to 41,032,317 shares of the Company’s Common Stock
following the completion of the Warburg Financing;
WHEREAS, on
May 3, 2005, the Board of Directors of the Company resolved to
amend the Rights Agreement to permit the transactions contemplated
by the Warburg Financing; and
WHEREAS, the
Company desires to modify the terms of the Rights Agreement in
certain respects as set forth herein, and in connection therewith,
is entering into this Amendment and directing the Rights Agent to
enter into this Amendment;
NOW, THEREFORE,
for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Effect
of Amendment . Except as expressly provided herein, the Rights
Agreement shall be and remain in full force and effect.
2.
Capitalized Terms . All capitalized, undefined terms used in
this Amendment shall have the meanings assigned thereto in the
Rights Agreement.
3.
Supplement to Definitions . The definitions contained in
Section 1 of the Rights Agreement shall be supplemented by
adding the following:
“
Maximum Permitted Amount ” shall mean, at any
time, an amount equal to the sum of (i) the Permitted Amount
(as defined in the Stockholders Agreement) and (ii) 42,000,000
(as adjusted for
