exv4w9






Exhibit 4.9




FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT




     This Fourth Amendment to Fourth Amended and Restated Registration
Rights Agreement (this “Amendment”) is entered this 26th day of March 2010, by and
among BroadSoft, Inc., a Delaware corporation (the “Company”) and the other parties listed
on the signature pages hereof (the “Investors”).



Recitals




     Whereas, in connection with the Company’s Series D Preferred Stock financing, the
Company, the Investors, and certain other parties previously entered into that certain Fourth
Amended and Restated Registration Rights Agreement, dated as of June 26, 2007 (as amended on
November 25, 2008, December 23, 2008 and October 19, 2009, the “Agreement”). Capitalized terms
used herein without definition shall have the meanings given to such terms in the Agreement.



     Whereas, the Company proposes to undertake an initial public offering of shares of
its Common Stock, and in connection with that transaction, a proposal has been made to amend
Section 1.13 of the Agreement to provide for a lock-up agreement in connection with certain
secondary public offerings of the Company’s Common Stock that may be made thereafter.



     Whereas, Section 2.3 of the Agreement provides that the Agreement may be amended if
the Company agrees thereto and obtains the written consent of persons holding or having the right
to acquire in the aggregate a majority of the aggregate of the Registrable Securities then
outstanding.



     Whereas, the Company and the Investors party hereto who hold or have the right to
acquire in the aggregate a majority of the aggregate of the Registrable Securities then outstanding
desire to further amend the Agreement as set forth herein.



Agreements




     Now, Therefore, for and in consideration of the mutual promises and covenants set
forth herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Amendment hereby agree as follows:



     1. Amendment to Section 1.13. Pursuant to this Amendment, Section 1.13 of the Agreement is
hereby deleted in its entirety and replaced with the following:



          1.13 Lock-up Agreements.




               (a) If reasonably requested by the Company and the managing underwriter, the Holders agree to
enter into lock-up agreements pursuant to which they will not, for a period of no more than 180
days following the effective date of the first registration statement for a public offering of the
Company’s securities (or such longer period as the



 









 




Company and the managing underwriter shall request in order to facilitate compliance with NASD Rule
2711), offer, sell or otherwise dispose of the Registrable Securities or other equity securities of
the Company, except the Registrable Securities sold pursuant to such registration statement,
without the prior consent of the Company and the underwriter, provided that the officers, directors
and all holders of more than 1% of the shares of Common Stock (calculated for the purpose as if all
securities convertible into or exercisable for Common Stock, directly or indirectly, are so
converted or exercised) of the Company enter such lock-up agreements for the same period and on the
same terms and provided, further, that any Holder that is a limited liability company, limited
partnership, partnership or the like may, during the period of such lock-up agreements, distribute
the Company’s equity securities to its members, limited partners or general partners, as the case
may be, but only if such members, limited partners or general partners agree to be bound by the
terms of such lock-up agreements in the same manner as it applies to the transferor Holder.




               (b) If the Company (upon (i) the prior approval of the Company’s Board of Directors and (ii)
the prior written consent of the holders of a majority of the then-outstanding Registrable
Securities) and the managing underwriter so request, the Holders agree to enter into lock-up
agreements pursuant to which they will not, for a period of no more than 90 days following the
effective date of the second registration statement for a public offering of the Company’s
securities (or such longer period as the Company and the managing underwriter shall request in
order to facilitate compliance with NASD Rule 2711), offer, sell or otherwise dispose of the
Registrable Securities or other equity securities of the Company, except the Registrable Securities
sold pursuant to such registration statement, without the prior consent of the Company and the
underwriter, provided that any Holder that is a limited liability company, limited partnership,
partnership or the like may, during the period of such lock-up agreements, distribute the Company’s
equity securities to its members, limited partners or general partners, as the case may be, but
only if such members, limited partners or general partners agree to be bound by the terms of such
lock-up agreements in the same manner as it applies to the transferor Holder.



               (c) The obligations described in this Section 1.13 shall not apply to a registration relating
solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated
in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that
may be promulgated in the future.



     2. Counterparts. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     3. Effectiveness. This Amendment shall become effective upon the execution hereof by the
Company and persons holding or having the right to acquire in the aggregate at least a majority of
the aggregate of the Registrable Securities then outstanding.



     4. Governing Law. This Amendment shall be deemed a contract made under the laws of the State
of Delaware and, together with the rights and obligations of the parties hereunder, shall be
construed under and governed by the laws of such State.



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     5. Continuing Effect. Other than as set forth in this Amendment, all of the terms and
conditions of the Agreement shall continue in full force and effect.



[Signature Pages Follow]








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     In Witness Whereof, the parties have executed this Fourth Amendment to Fourth Amended
and Restated Registration Rights Agreement as of the day and year first above written.



	 	 	 	 	 
	COMPANY:                                	BROADSOFT, INC.

 	 
	 	By:  	/s/ Mary Ellen Seravalli
 	 
	 	 	Name:  	Mary Ellen Seravalli 	 
	 	 	Title:  	Vice President, General Counsel, and

Secretary 	 
	 



[Signature Page to Fourth Amendment to

Fourth Amended and Restated Registration Rights Agreement]





 











 





	 	 	 	 	 
	INVESTORS:	Bessemer Venture Partners IV L.P.

By: Deer IV & Co. LLC, General Partner

 	 
	 	By:  	/s/ J. Edmund Colloton
 	 
	 	 	Name:  	J. Edmund Colloton 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	Bessec Ventures IV, L.P.

By: Deer IV & Co. LLC, General Partner

 	 
	 	By:  	/s/ J. Edmund Colloton
 	 
	 	 	Name:  	J. Edmund Colloton 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	Plum Bush, Inc.

 	 
	 	By:  	/s/ J. Edmund Colloton
 	 
	 	 	Name:  	J. Edmund Colloton 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	Cove Ventures, LLC

By: Cove Road Associates, LLC,

Its: Managing Member

 	 
	 	By:  	/s/ J. Edmund Colloton
 	 
	 	 	Name:  	J. Edmund Colloton 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	 	 
	 	/s/ J. Edmund Colloton
 	 
	 	Robert Goodman 	 
	 	(By J. Edmund Colloton, Attorney-in-Fact) 	 
	 



[Signature Page to Fourth Amendment to

Fourth Amended and Restated Registration Rights Agreement]





 









 








	 	 	 	 	 
	 	Charles River Partnership IX, A Limited Partnership 

By: Charles River IX GP Limited Partnership, General Partner

 	 
	 	By:  	/s/ Rick Burnes
 	 
	 	 	Title: General Partner 	 
	 	 	 	 
	 
	 	Charles River Partnership IX-A, A Limited Partnership

By: Charles River IX GP Limited Partnership, General Partner

 	 
	 	By:  	/s/ Rick Burnes
 	 
	 	 	Title: General Partner 	 
	 	 	 	 
	 
	 	Charles River IX-B LLC

By: Charles River Friends, Inc., Manager

 	 
	 	By:  	/s/ Rick Burnes
 	 
	 	 	Title: Officer 	 
	 	 	 	 
	 
	 	Charles River IX-C LLC

By: Charles River Friends, Inc., Manager

 	 
	 	By:  	/s/ Rick Burnes
 	 
	 	 	Title: Officer 	 
	 	 	 	 
	 



[Signature Page to Fourth Amendment to

Fourth Amended and Restated Registration Rights Agreement]





 









 









	 	 	 	 	 
	 	Columbia BroadSoft Investors, LLC

By: Columbia Capital, L.L.C.

Its: Managing Partner

 	 
	 	By:  	/s/ Donald A. Doering
 	 
	 	 	Name:  	Donald A. Doering 	 
	 	 	Title:  	Executive Vice President 	 
	 



[Signature Page to Fourth Amendment to

Fourth Amended and Restated Registration Rights Agreement]





 









 









	 	 	 	 	 
	 	RRE Ventures III-A, L.P.

 	 
	 	By:  	/s/ Andrew Zalasin
 	 
	 	 	Andrew Zalasin 	 
	 	 	General Partner 	 
	 
	 	RRE Ventures III, L.P.

 	 
	 	By:  	/s/ Andrew Zalasin
 	 
	 	 	Andrew Zalasin 	 
	 	 	General Partner 	 
	 
	 	RRE Ventures Fund III, L.P.

 	 
	 	By:  	/s/ Andrew Zalasin
 	 
	 	 	Andrew Zalasin 	 
	 	 	General Partner 	 
	 



[Signature Page to Fourth Amendment to

Fourth Amended and Restated Registration Rights Agreement]




 









 









	 	 	 	 	 
	 	Grotech Partners VI, L.P.

 	 
	 	By:  	Grotech Capital Group VI, LLC
 	 
	 	 	Its General Partner 	 
	 	 	 
	 	By:  	                     /s/ Joseph Zell
 	 
	 	 	Joseph R. Zell 	 
	 	 	General Partner 	 
	 



[Signature Page to Fourth Amendment to

Fourth Amended and Restated Registration Rights Agreement]






 









 








	 	 	 	 	 
	 	Meritech Capital Partners III, L.P.

 	 
	 	By:  	Meritech Capital Associates III, L.L.C.,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	Meritech Management Associates III,
 	 
	 	 	L.L.C., a managing member 	 
	 	 	 
	 	By:  	
 	 
	 	 	Michael Gordon, 	 
	 	 	a Managing Member 	 
	 
	 	Meritech Capital Affiliates III, L.P.

 	 
	 	By:  	Meritech Capital Associates III, L.L.C.,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	               Meritech Management Associates III,
 	 
	 	 	L.L.C., a managing member 	 
	 	 	 
	 	By:  	
 	 
	 	 	Michael Gordon, 	 
	 	 	a Managing Member 	 
	 



[Signature Page to Fourth Amendment to

Fourth Amended and Restated Registration Rights Agreement]








 









 








	 	 	 	 	 
	 	Comcast Interactive Capital, L.P.

 	 
	 	By:  	Comcast CICG GP, LLC
 	 
	 	Its:  General Partner 	 
	 	 	 
	 	By:  	Comcast Capital Corporation
 	 
	 	Its:  Manager 	 
	 	 	 
	 	By:  	                      /s/ Cheryl D. Bertuccini
 	 
	 	 	Name:  	Cheryl D. Bertuccini 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Fourth Amendment to

Fourth Amended and Restated Registration Rights Agreement]




 









 








	 	 	 	 	 
	 	Industry Ventures Fund V, L.P.

 	 
	 	By:  	Industry Ventures Management V, L.L.C.
 	 
	 	Its:  General Partner 	 
	 	 	 
	 	By:  	/s/ Justin Burden
 	 
	 	 	Name:  	Justin Burden 	 
	 	 	Title:  	Member 	 
	 



[Signature Page to Fourth Amendment to

Fourth Amended and Restated Registration Rights Agreement]