Third Amendment to Fourth Amended and Restated Registration Rights Agreement by and among SpeechWorks International, Inc., America Online, Inc., and Investors

Summary

This amendment updates the existing Registration Rights Agreement between SpeechWorks International, Inc. and its investors to add America Online, Inc. as a new investor. It revises the list of investors and the definition of "Registrable Stock" to include shares and warrants acquired by the new investor. All other terms of the original agreement remain in effect. The amendment is effective as of June 28, 2000, and is governed by Delaware law.

EX-10.15 3 a2041521zex-10_15.txt EXHIBIT 10.15 EXHIBIT 10.15 THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS THIRD AMENDMENT, dated as of June 28, 2000 (the "Agreement"), to the Fourth Amended and Restated Registration Rights Agreement dated as of April 11, 2000 as amended by the First Amendment thereto dated May 16, 2000, by and among SPEECHWORKS INTERNATIONAL, INC., a Delaware corporation (the "Company") and the stockholders of the Company named therein, as further amended by the Second Amendment thereto dated June 5, 2000 (the "Registration Rights Agreement") by and among the Company and the stockholders of the Company named therein, is by and among the Company and America Online, Inc (the "New Investor") and the persons named on the signature page hereto as Investors (collectively, the "Investors"). All other capitalized terms used herein and not otherwise defined have their respective meanings set forth in the Registration Rights Agreement. WHEREAS, the New Investor is acquiring shares of the Common Stock, $0.001 par value per share (the "Shares"), of the Company and shall acquire a warrant to purchase up to an aggregate of 765,422 shares of the Company's Common Stock, $0.001 par value per share (the "Warrant Shares"), both pursuant to the terms of a certain Common Stock and Warrant Purchase Agreement dated the date hereof (the "Purchase Agreement"); WHEREAS, the Purchase Agreement contemplates in Section 6 thereof that the Registration. Rights Agreement shall be amended to add the New Investor as a party to the Registration Rights Agreement; and WHEREAS, the Investors who are signatories hereto hold in the aggregate a sufficient number of shares of Registrable Stock to amend the Registration Rights Agreement in accordance with Section 14 thereof to add the New Investor as party thereto. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 1. AMENDMENT TO SCHEDULE RRA (REVISED). From and after the date hereof, SCHEDULE RRA (REVISED) to the Registration Rights Agreement is deleted and replaced by SCHEDULE RRA (3RD REVISED), dated the date hereof and attached hereto and the term "Investors" as used therein and herein shall mean and refer to all the persons and entities identified on said SCHEDULE RRA (3RD REVISED). 2. AMENDMENT TO DEFINITION OF "REGISTRABLE STOCK". The definition of "Registrable Stock" set forth in Section 1 of the Registration Rights Agreement is hereby deleted and replaced by the following definition: "Registrable Stock" means (a) the Common Stock issued or issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock, and owned of record by any Investor or an Affiliate of any Investor; (b) all Common Stock now or hereafter owned of record by any Investor which is acquired otherwise than upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock, so long as it is held by any Investor or an Affiliate of the Investor, (c) all the shares of Common Stock issued or issuable upon exercise of any warrant now or hereafter held by Lighthouse, (d) all the shares of Common Stock issued or issuable upon exercise of any warrant now or hereafter held by InterVoice-Brite, Inc., and (e) any other shares of Common Stock issued in respect of such shares by way of a stock dividend, or stock split or in connection with a combination of shares, recapitalization, merger or consolidation or reorganization, PROVIDED, HOWEVER, that shares of Common Stock shall only be treated as Registrable Stock if and so long as they have not been (x) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (y) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(l) thereof so that all transfer restrictions and restrictive legends with respect to such Common Stock are removed upon the consummation of such sale. 3. CONTINUED EFFECT. As amended hereby, the Registration Rights Agreement is hereby ratified and confirmed and agreed to by all of the parties hereto and continues in full force and effect. 4. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware. [SIGNATURE PAGES FOLLOW] 2 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendments to the Fourth Amended and Restated Registration Rights Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. SPEECHWORKS INTERNATIONAL, INC. By: /s/ STUART PATTERSON ----------------------------------- Stuart Patterson, President and Chief Executive Officer NEW INVESTOR: AMERICAN ONLINE, INC. By: /s/ LYNDA CLARIZSO ----------------------------------- Name: Lynda Clarizso Title: Vice President INVESTORS: iGATE VENTURES I, L.P. By: ----------------------------------- Name: Title: REUTERS INVESTMENTS ( ) LIMITED By: /s/ JEREMY K ----------------------------------- Name: Jeremy K Title: Director CITICORP STRATEGIC TECHNOLOGY CORP. By: ----------------------------------- Name: Title GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ ROBERT F. GOTTI ----------------------------------- Name: Robert F. Gotti Title: Assistant VP 3 MCI WORLDCOM VENTURE FUND, INC. By: ----------------------------------- Name: Title: CHARLES RIVER PARTNERSHIP VII By: /s/ RICHARD BURNES ----------------------------------- Name: Richard M. Burnes, Jr. Title: General Partner ATLAS VENTURE FUND II, L.P. By: Atlas Venture Associates II, L.P., its general partner By: /s/ JEAN FRANCOIS FORMELA ----------------------------------- Name: Jean Francois Formela Title: General Partner QUESTMARK PARTNERS, L.P. By: /s/ THOMAS R. HITCHNER ----------------------------------- Name: Thomas R. Hitchner Title: General Partner INTEL 64 FUND, LLC By: INTEL 64 FUND OPERATIONS, INC., its Coordinating Member By: ----------------------------------- Name: Title: BANK OF AMERICA VENTURES By: /s/ ROBERT OBUCH ----------------------------------- Name: Robert Obuch Title: Principal 4 BA VENTURE PARTNERS III By: /s/ ROBERT OBUCH ----------------------------------- Name: Robert Obuch Title: General Partner RIGGS CAPITAL PARTNERS By: /s/ J. CARTER BEESE, JR. ----------------------------------- Name: J. Carter Beese, Jr. Title: President MINTZ LEVIN INVESTMENTS LLC By: ----------------------------------- Name: Title: -------------------------------------- Steven P. Rosenthal -------------------------------------- Suzanne Abair and Kathleen MacDonald -------------------------------------- Robert S. Fore LEE CAPITAL HOLDINGS By: ----------------------------------- Name: Title: CITIZENS CAPITAL INCORPORATED By: ----------------------------------- Name: Title: -------------------------------------- Joseph Murphy 5 DIGITAL BANDWIDTH LLC By: ----------------------------------- Name: Title: INTEL CORPORATION By: ----------------------------------- Name: Title: SAP AMERICA, INC. By: /s/ BRAD C. BRUBAKER ----------------------------------- Name: Brad C. Brubaker Title: Sr. VP & General Counsel /s/ PAUL YOVOVICH -------------------------------------- Paul Yovovich -------------------------------------- Ralph Mor -------------------------------------- Hedva Mor -------------------------------------- Jeffrey Mor -------------------------------------- Jean Guy Dahan 6