PHOENIX TECHNOLOGIES LTD. and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT Dated effective as of October 21, 2009Preferred Shares Rights Agreement • October 21st, 2009 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
This Amended and Restated Preferred Share Rights Agreement, dated effective as of October 21, 2009 by and between Phoenix Technologies Ltd., a Delaware corporation (the “Company”) and Computershare Trust Company, N.A. (the “Rights Agent”), amends and restates in its entirety the Amended and Restated Preferred Share Rights Agreement dated as of October 5, 2007, between the Company and the Rights Agent (the “2007 Amended Rights Agreement”). The 2007 Amended Rights Agreement amended and restated the Preferred Share Rights Agreement dated as of October 22, 1999, by and between the Company and BankBoston, N.A., a national banking association (the predecessor rights agent to the Rights Agent).
