THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 4.8

THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

This Third Amendment to Fourth Amended and Restated Registration Rights Agreement (this “Amendment”) is entered this 19th day of October 2009, by and among BroadSoft, Inc., a Delaware corporation (the “Company”), the parties listed on Exhibit A as “Series E-1 Investors” (the “Series E-1 Investors”), 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 have previously entered into that certain Fourth Amended and Restated Registration Rights Agreement, dated as of June 26, 2007 (as amended on November 25, 2008 and on December 23, 2008, the “Agreement”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Agreement.

Whereas, the Company has entered into a certain Agreement and Plan of Merger and Reorganization, dated as of October 6, 2009 (the “Merger Agreement”), with BroadSoft PacketSmart, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Packet Island, Inc., a Delaware corporation, the Series E-1 Investors and ▇▇▇ ▇▇▇▇▇▇▇▇ as the Agent for the Series E-1 Investors, pursuant to which the Company is issuing shares of its Series E-1 Convertible Preferred Stock (“Series E-1 Preferred”) to the Series E-1 Investors.

Whereas, it is a condition to the consummation of the transactions contemplated by the Merger Agreement that each Series E-1 Investor who will be receiving shares of Series E-1 Preferred become a party to the Agreement by executing this Amendment.

Whereas, Section 2.3 of the Agreement provides that such 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 Registrable Securities then outstanding.

Whereas, the Company, the Investors party hereto who hold or have the right to acquire in the aggregate a majority of the Registrable Securities then outstanding, and the Series E-1 Investors desire to amend the Agreement as set forth herein to cause the Series E-1 Investors to become parties to the Agreement and to make the other amendments 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 Definition of “Investors”. Pursuant to this Amendment, (a) the definition of “Investors” is hereby amended to include the Series E-1 Investors, and (b) Exhibit A to the Agreement is hereby supplemented to include the Series E-1 Investors listed on Exhibit A to this Amendment.

2. Amendment to Section 1.1(h). Pursuant to this Amendment, the definition of “Registrable Securities” in Section 1.1(h) of the Registration Rights Agreement is hereby deleted in its entirety and replaced with the following:

(h) The term “Registrable Securities” means (i) the Investors’ Common Shares or any Common Stock issued as a dividend or other distribution with respect to, in exchange for, or in replacement of Investors’ Common Shares, (ii) shares of Common Stock issued upon conversion of the Series B-1 Shares, Series C-1 Shares, Series D Shares, Series E Shares, and Series E-1 Shares, (iii) any other shares of Common Stock acquired on or after the date hereof by any Investor, and (iv) for all purposes of this Agreement other than Section 1.2, shares of Common Stock issued upon exercise of the ORIX Warrant, and any Common stock issued as a dividend or other distribution with respect to, in exchange for, or in replacement of, such shares of Common Stock; provided, however, that any shares previously sold pursuant to a registered public offering or pursuant to an exemption from the registration requirements of the 1933 Act under which the transferee does not receive “restricted securities” shall cease to be Registrable Securities.

3. Addition of Sections 1.1(t) and 1.1(u). Pursuant to this Amendment, the following definitions are hereby added to Section 1.1:

(t) The term “Series E-1 Preferred Stock” means the Company’s Series E-1 Convertible Preferred Stock, $0.01 par value per share.

(u) The term “Series E-1 Shares” means the shares of the Company’s Series E-1 Preferred Stock issued pursuant to the Agreement and Plan of Merger and Reorganization, dated as of October 6, 2009, by and among the Company, BroadSoft PacketSmart, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Packet Island, Inc., a Delaware corporation, the parties listed on Exhibits A-1 and A-2 thereto (the “Series E-1 Investors”) and ▇▇▇ ▇▇▇▇▇▇▇▇ as the Agent for the Series E-1 Investors.

4. Series E-1 Investors Made Parties. By virtue of each Series E-1 Investor’s execution and delivery of this Amendment, each such Series E-1 Investor is hereby made a party to the Agreement.

5. 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.

6. Effectiveness. This Amendment shall become effective upon the execution hereof by the Company, persons holding or having the right to acquire in the aggregate at least a majority of the aggregate of the Registrable Securities then outstanding, and the Series E-1 Investors.

7. 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.

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

[Signature Pages Follow]

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


COMPANY:	BROADSOFT, INC.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Name:	▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title:	Vice President, General Counsel, and Secretary