EXHIBIT 8
Waiver of Anti-Dilution Rights
Series A Preferred Stock and Series B Preferred Stock
This Waiver of Anti-Dilution Rights for Series A Preferred Stock and Series
B Preferred Stock ("Waiver") is entered into as of this 30th day of March 2001
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by and among USDATA Corporation, a Delaware corporation (the "Corporation"),
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Safeguard Delaware, Inc., a Delaware corporation ("Safeguard Delaware"),
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Safeguard 2000 Capital, L.P., a Delaware limited partnership ("Safeguard 2000")
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and SCP Private Equity Partners II, L.P., a Delaware limited partnership
("SCP").
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Recitals
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WHEREAS, Safeguard Delaware and Safeguard 2000 (the "Preferred Stock
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Holders") hold shares of Series A Preferred Stock, par value $0.01 per share
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(the "Series A Preferred Stock") or Series B Preferred Stock, par value $0.01
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per share (the "Series B Preferred Stock") of the Corporation;
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WHEREAS, Section 6(c) of the Corporation's Certificate of Designation
for Series A Preferred Stock and Series B Preferred Stock (the "Series A and B
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Designation") provides for certain adjustments to the conversion prices of the
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Series A Preferred Stock and Series B Preferred Stock upon certain issuances of
stock or warrants by the Corporation (the "Anti-Dilution Rights");
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WHEREAS, the Corporation plans to issue and sell up to 75,000 shares
of the Parent's Series C-1 Preferred Stock, par value $0.01 per share ("Series
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C-1 Stock"), to SCP at a purchase price of $40.00 per share and to issue to SCP
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a warrant (the "Warrant") to purchase 75,000 shares of Series C-2 Preferred
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Stock, par value $0.01 per share ("Series C-2 Stock") pursuant to the Series C
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Preferred Stock Purchase Agreement (the "Purchase Agreement");
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WHEREAS, the Corporation plans to reserve shares of Series C-1 Stock
and Series C-2 Stock, issuable as cumulative dividends under the Corporation's
Certificate of Designation for Series C-1 Preferred Stock and Series C-2
Preferred Stock (the "PIK Shares");
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WHEREAS, in order to induce SCP to enter into the Purchase Agreement
and to consummate the transactions contemplated thereby, the Preferred Stock
Holders now desire to provide for the waiver of their Anti-Dilution Rights with
respect to their shares of the Series A Preferred Stock and the Series B
Preferred Stock;
Waiver
Now Therefore, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, each intending to be legally bound hereby,
agree as follows:
1. The Preferred Stock Holders hereby waive their rights to any
adjustment to the conversion price of their shares of Series A Preferred Stock
and Series B Preferred Stock under Section 6(c) of the Series A and B
Designation arising from the issuance of the Series C-1 Stock, the Series C-2
Stock, the Warrant, the Warrant Shares and the PIK Shares.
2. The construction, validity and interpretation of this Waiver will be
governed by the internal laws of the State of Delaware without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware.
3. This Waiver 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.
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IN WITNESS WHEREOF, the parties have executed this Waiver of Anti-
Dilution Rights for Series A Preferred Stock and Series B Preferred Stock as of
the date first above written.
USDATA CORPORATION
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Chief Executive Officer
SAFEGUARD DELAWARE, INC.
By: /s/ X. Xxxxxxx Xxxxxxx
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Name: X. Xxxxxxx Xxxxxxx
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Title: Vice President
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SAFEGUARD 2000 CAPITAL, L.P.
By: Safeguard Delaware, Inc.,
its General Partner
By: /s/ X. Xxxxxxx Xxxxxxx
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Name: X. Xxxxxxx Xxxxxxx
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Title: Vice President
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SCP PRIVATE EQUITY PARTNERS II, L.P.
By: SCP Private Equity II General Partner,
L.P., its General Partner
By: SCP Private Equity II LLC,
its Manager
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
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Title: Manager
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