exv10w1



 






AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT




     This amendment, dated as of August 18, 2005, amends the Shareholder Rights Agreement, dated as
of September 9, 1998, as amended as of March 1, 2002 (the “Rights Agreement”), between Brooktrout,
Inc. (the “Company”), and EquiServe Trust Company, N.A., as successor Rights Agent (the “Rights
Agent”). Terms defined in the Rights Agreement and not otherwise defined herein are used herein as
so defined.



WITNESSETH




     WHEREAS, on September 9, 1998, the Company entered into the Rights Agreement, which was
amended on March 1, 2002; and



     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company desires to amend certain
provisions of the Rights Agreement in order to supplement certain provisions therein:



     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:



     1. Section 1(a) is amended by adding the following at the end of the definition of “Acquiring
Person” contained therein:




“Notwithstanding the foregoing, neither EAS Group, Inc. (the “Buyer”), nor any Subsidiary or
Affiliate of the Buyer, or any Person that owns capital stock of the Buyer, shall become an
“Acquiring Person” in connection with the execution, delivery and performance of the
Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 18, 2005, among
the Company, the Buyer, and a subsidiary of the Buyer, the execution, delivery and
performance of any agreements and instruments attached as exhibits to, or contemplated by,
the Merger Agreement, including without limitation, the Company Stockholder Voting
Agreements (as defined in the Merger Agreement), or the consummation of the transactions
contemplated by the Merger Agreement or other agreements and instruments.”



     2. Section 1(c) is amended by adding the following at the end of the definition of “Adverse
Person” contained therein:




“; provided, however, no Person shall, during the effectiveness of the Merger Agreement, be
declared an “Adverse Person” in connection with the execution, delivery and performance of
the Merger Agreement, the execution, delivery and performance of any agreements and
instruments attached as exhibits to, or contemplated by, the Merger Agreement, including
without limitation, the Company Stockholder Voting Agreements, or the consummation of the
transactions contemplated by the Merger Agreement or other agreements and instruments.”



     3. The first sentence of Section 7(a) is amended and restated to read as follows:




“Subject to Section 7(e) hereof, the registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in
part at any time after the Distribution Date upon surrender of the Right Certificate, with
the form of election to purchase and the certificate on the reverse side thereof duly
executed, to the Rights Agent at the office or offices of the Rights Agent designated for













 







such purpose, together with payment of the aggregate Exercise Price for the total number of
one ten-thousandths of a share of Preferred Stock (or other securities, cash or other
assets, as the case may be) as to which such surrendered Rights are then exercised, at or
prior to the earliest of (i) the Close of Business on the tenth anniversary of the date of
this Agreement (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed
as provided in Section 23 hereof, (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof and (iv) immediately prior to the Effective Time (as defined
in the Merger Agreement) (the earliest of (i), (ii), (iii) and (iv) being herein referred to
as the “Expiration Date”).”



     4. Except as expressly herein set forth, the remaining provisions of the Rights Agreement
shall remain in full force and effect.



[the next page is the signature page]




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     IN WITNESS WHEREOF, this Amendment No. 2 has been signed to be effective as of the close of
business on the date first above written by authorized representatives of each of the Company and
the Rights Agent.



	 	 	 	 	 
	 	 	BROOKTROUT, INC.  
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Eric R. Giler
 

Eric R. Giler, President
	 
	 	 	 	 
	 	 	EQUISERVE TRUST COMPANY, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Carol Mulvey-Eori

 

Name: Carol Mulvey-Eori
	 

	 	 	 	Title: Managing Director







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