Common use of Xxxxxx Xxxxxxxxxx Clause in Contracts

Xxxxxx Xxxxxxxxxx. s/ X. Xxxxxx Xxxxxxxxxx X. Xxxxxx Xxxxxxxxxx SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. Norwest Venture Partners XI, LP By: Genesis VC Partners XI, LLC, General Partner By: NVP Associates, LLC, Managing Member By: /s/ Xxxx Xxxxx Xxxx Xxxxx Norwest Venture Partners VII-A, LP By: Itasca VC Partners VII-A, LLC, General Partner By: NVP Associates, LLC, Managing Member By: /s/ Xxxx Xxxxx Xxxx Xxxxx Norwest Venture Partners VI-A, LP By: Itasca VC Partners VI-A, LLC, General Partner By: NVP Associates, LLC, Managing Member By: /s/ Xxxx Xxxxx Xxxx Xxxxx Address: 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, XX 00000-0000 Attn: Xxxx Xxxxxxx, CFO With a copy to: Norwest Venture Partners XI, LP 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, XX 00000-0000 Attn: Xxxx Xxxxx SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. XXXXX STREET 2010 DIRECT FUND, L.P. By: ASP 2010 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Partner XXXXX STREET 2009 DIRECT FUND, L.P. By: ASP 2009 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Partner XXXXX STREET 2008 DIRECT FUND, L.P. By: ASP 2008 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Partner Address: x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, IL 60606-2823 Attn: Xxxxx Xxxx SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. GOOGLE VENTURES 2011, L.P. By: Google Ventures 2011 GP, L.L.C., its general partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Member Address: 0000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx With a copy to: Google Ventures 2011, L.P. Attn: General Counsel, Google Ventures Email: xx-xxxxxx@xxxxxx.xxx SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx /s/ Xxx Xxxxxxxx Xxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx /s/ Xxxxxxx Argiolas Antonio Argiolas /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx /s/ Xxxx-Xxxx Xxxxx Xxxx-Xxxx Jones SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. INSTITUTIONAL VENTURE PARTNERS XIII L.P. By: Institutional Venture Management XIII LLC Its: General Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. XX XXXXXX DIGITAL GROWTH FUND L.P. By: X.X. Xxxxxx Investment Management Inc. Its: Investment Advisor By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. 000 XXXXX XXXXXX FUND, L.P. By: X.X. Xxxxxx Investment Management Inc. Its: Investment Advisor By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above.

Appears in 2 contracts

Samples: Rights Agreement (RetailMeNot, Inc.), Rights Agreement (RetailMeNot, Inc.)

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Xxxxxx Xxxxxxxxxx. s/ X. Xxxxxx Xxxxxxxxxx X. Xxxxxx Xxxxxxxxxx SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. Norwest Venture Partners XXXXX XXXXX Xxxxx Xxxxx NORWEST VENTURE PARTNERS XI, LP By: Genesis VC Partners XI, LLC, General Partner By: NVP Associates, LLC, Managing By /s/ Xxxxxxx Xxxxx Member By: /s/ Xxxx Xxxxx Xxxx Xxxxx Norwest Venture Partners NORWEST VENTURE PARTNERS VII-A, LP By: Itasca VC Partners VII-A, LLC, General Partner By: NVP Associates, LLC, Managing Member By: By /s/ Xxxx Xxxxx Xxxx Xxxxx Norwest Venture Partners Xxxxxxx Chief Financial Officer NORWEST VENTURE PARTNERS VI-A, LP By: Itasca VC Partners VI-A, LLC, General Partner By /s/ Xxxx Xxxxxxx Chief Financial Officer SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT XXXXXXX XXXXXXX /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx XXXXXX XXXXXXXX Xxxxxx Xxxxxxxx ARBOR GREEN II, LP /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, Trustee MTG PORTFOLIO, LTD. By: NVP AssociatesMidtown Group, LLCInc., Managing Member its general partner By: /s/ Xxxx Xxxxx Xxxx Xxxxx AddressXxxxxx X. Xxxxxxx Name: 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, XX 00000-0000 AttnXxxxxx X. Xxxxxxx Title: Xxxx Xxxxxxx, CFO With a copy to: Norwest Venture Partners XIPresident MOOSE POND INVESTMENTS, LP 000 Xxxxxxxxxx Xxx., By: /s/ Xxxxx 000 Xxxx Xxxx, XX 00000-0000 AttnXxxxxxxx Name: Xxxx Xxxxx SECOND AMENDMENT Xxxxxxxx Title: Partner SIGNATURE PAGE TO THIRD A&R INVESTORS’ RIGHTS AMENDED AND RESTATED VOTING AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. XXXXX STREET 2010 DIRECT FUND, L.P. By: ASP 2010 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Partner XXXXX STREET 2009 DIRECT FUND, L.P. By: ASP 2009 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Partner XXXXX STREET 2008 DIRECT FUND, L.P. By: ASP 2008 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Partner Address: x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, IL 60606-2823 Attn: Xxxxx Xxxx SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AMENDED AND RESTATED VOTING AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. GOOGLE VENTURES 2011, L.P. By: Google Ventures 2011 GP, L.L.C., its general partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Member Address: 0000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx With a copy to: Google Ventures 2011, L.P. Attn: General Counsel, Google Ventures Email: xx-xxxxxx@xxxxxx.xxx SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. /s/ XXXXXX XXXXXXXX Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx /s/ XXX XXXXXXXX Xxx Xxxxxxxx Xxx Xxxxxxxx /s/ XXXXXXX XXXXXXX Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx /s/ Xxxxxxx Argiolas XXXXXXX ARGIOLAS Antonio Argiolas /s/ XXXXXX XXXXX Xxxxxx Xxxxx Xxxxxx Xxxxx /s/ XxxxXXXX-Xxxx Xxxxx XXXX XXXXX Xxxx-Xxxx Jones SECOND AMENDMENT SIGNATURE PAGE TO THIRD A&R INVESTORS’ RIGHTS AMENDED AND RESTATED VOTING AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. INSTITUTIONAL VENTURE PARTNERS XIII L.P. By: Institutional Venture Management XIII LLC Its: General Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. XX XXXXXX DIGITAL GROWTH FUND L.P. By: X.X. Xxxxxx Investment Management Inc. Its: Investment Advisor By: /s/ Xxxxx Xxxxxxxx Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxx TitleXxxxxx X. Xxxxxx Its: Managing Director SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersignedAddress: c/o XX Xxxxxx Investment Management, effective as of the date first written above. Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx 000 XXXXX XXXXXX FUND, L.P. By: X.X. Xxxxxx Investment Management Inc. Its: Investment Advisor By: /s/ Xxxxx Xxxxxxxx Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxx TitleXxxxxx X. Xxxxxx Its: Managing Director SECOND AMENDMENT Address: c/o XX Xxxxxx Investment Management, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx INSTITUTIONAL VENTURE PARTNERS XIII, L.P. By: Institutional Venture Management XIII LLC Its: General Partner By: /s/ Xxxxx Xxxxx Managing Director Address: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0, Xxxxx 000 Xxxxx Xxxx, XX 00000 SIGNATURE PAGE TO THIRD A&R INVESTORS’ RIGHTS AMENDED AND RESTATED VOTING AGREEMENT King Holdings (Vic) Pty Ltd ACN 147 435 970 in its capacity as trustee for the King Holdings Trust C/- BDO (NSW-VIC) Pty Ltd, in accordance with the Corporations Xxx 0000 by being signed by the following officer: Signature of sole director and sole company secretary Name of sole director and sole company secretary(print) Xxxxx/Xxxx Holdings Pty Ltd ACN 000 000 000 in its capacity as trustee for the Xxxxx/Xxxx Holdings Trust C/- BDO (NSW-VIC) Pty Ltd, , in accordance with the Corporations Xxx 0000 by being signed by the following officer Signature of sole director and sole company secretary Name of sole director and sole company secretary(print) SIGNATURE PAGE TO THIRD AMENDED AND WAIVER RESTATED VOTING AGREEMENT EXHIBIT A COMMON STOCKHOLDERS X. Xxxxxx Xxxxxxxxxx 000 Xxxxxxxx Xxx., Xxxxx 000 Xxxxxx, Xxxxx 00000 EXHIBIT B INVESTORS Investors Name and Address Austin Ventures IX, L.P. 000 Xxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Attn: C. Xxxxxx Xxxx Xxxxxx Ventures X, L.P. 000 Xxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Attn: C. Xxxxxx Xxxx With a copy to: General Counsel Austin Ventures 000 X. 0xx Xx., Xxxxx 0000 Xxxxxx, Xxxxx 00000 X. Xxxxxx Xxxxxxxxxx 000 Xxxxxxxx Xxx., Xxxxx 000 Xxxxxx, Xxxxx 00000 Xxxxx Xxxxx Xxxxx Partners 000 Xxxxx Xx, Xxxxx 000 Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxx Xxxxxxx 000 Xxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxx Xxxxxxxx 0000 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 Arbor Green II, LP 000 X. 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: Xx. Xxxxxx X. Borders Investors Name and Address Norwest Venture Partners XI, LP Norwest Venture Partners VII-A, LP Norwest Venture Partners VI-A, LP 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, Xxxxxxxxxx 00000-0000 Attn: Xxxx Xxxxxxx, CFO With a copy to: Norwest Venture Partners XI, LP 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, Xxxxxxxxxx 00000-0000 Attn: Xxxx X. Xxxxxxx, General Counsel King Holdings (Vic) Pty Ltd ACN 147 435 970 Rialto Tower, Xxxxx 00 000 Xxxxxxx Xxxxxx Melbourne 3000, Australia Attn: Xxxxx Xxxxxxxxx Xxxxx/Xxxx Holdings Pty Ltd ACN 000 000 000 Rialto Tower, Xxxxx 00 000 Xxxxxxx Xxxxxx Melbourne 3000, Australia Attn: Xxxxx Xxxxxxxxx Xxxxx Street 2008 Direct Fund, L.P. x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, Illinois 60606-2823 Attn: Xxxxx Xxxx Xxxxx Street 2009 Direct Fund, L.P. x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, Illinois 60606-2823 Attn: Xxxxx Xxxx Xxxxx Street 2010 Direct Fund, L.P. x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, Illinois 60606-2823 Attn: Xxxxx Xxxx MTG Portfolio, Ltd. 0000 X. Xxxxxxx xx Xxxxx Xxx, Xxxx X Xxxxxx, Xxxxx 00000 Moose Ponds Investments, L.P. 00 Xxxx Xxxxxx Xxxxx Xxxxxx, Xxxxx 00000 Investors Name and Address Google Ventures 2011, L.P. 0000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxx With a copy to: Google Ventures 2011, L.P. Attn: General Counsel E-mail: xx-xxxxxx@xxxxxx.xxx Xxxxxx Xxxxxxxx 2, The Xxxx Xxxxx, Xxxxxx Xxxx Xxxxxxxx, Xxxxxxxxx SP5 4DX United Kingdom Xxx Xxxxxxxx 00 Xxxxxx Xxxxxxx London N1 2BN Xxxxxxx Xxxxxxx 00 Xxxxx Xxxxx Xxxxxx, XX0 0XX Xxxxxx Xxxxxxx Xxxx-Xxxx Xxxxx 000 Xxxxxx Xxxx London E16 1UU United Kingdom Antonio Argiolas 00 Xxxxxx Xxxxx 5 Brewhouse Yard London EC1V 4JQ United Kingdom Xxxxxx Xxxxx Xxxx 00, Xxxxxxxxx Xxxxxxx East 0 Xxxxxxxx Xxxxxx Xxxxxx X0 0XX Xxxxxx Xxxxxxx Institutional Venture Partners XIII, L.P. 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0, Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 X.X. Xxxxxx Digital Growth Fund, L.P. c/o XX Xxxxxx Investment Management, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx Investors Name and Address 000 Xxxxx Xxxxxx Fund, L.P. c/o XX Xxxxxx Investment Management, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx EXHIBIT C FORM OF REGISTRATION RIGHTS INDEMNIFICATION AGREEMENT EXHIBIT D ADOPTION AGREEMENT This Amendment has been Adoption Agreement (this “Adoption Agreement”) is executed by the undersigned, effective undersigned (the “Holder”) pursuant to the terms of that certain Third Amended and Restated Voting Agreement dated as of , 2011 (the date first written above“Agreement”), by and among the Company and certain of its stockholders, as such Agreement may be amended or amended and restated hereafter. Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows.

Appears in 1 contract

Samples: Adoption Agreement (RetailMeNot, Inc.)

Xxxxxx Xxxxxxxxxx. s/ X. Xxxxxx Xxxxxxxxxx X. Xxxxxx Xxxxxxxxxx SECOND AMENDMENT TO XXXXX XXXXX Xxxxx Xxxxx THIRD A&R AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. Norwest Venture Partners NORWEST VENTURE PARTNERS XI, LP By: Genesis VC Partners XI, LLC, General Partner By: NVP Associates, LLC, Managing /s/ Xxxxxxx Xxxxx Member By: /s/ Xxxx Xxxxx Xxxx Xxxxx Norwest Venture Partners NORWEST VENTURE PARTNERS VII-A, LP By: Itasca VC Partners VII-A, LLC, General Partner By: NVP Associates, LLC, Managing Member By: /s/ Xxxx Xxxxx Xxxx Xxxxx Norwest Venture Partners Xxxxxxx Chief Financial Officer NORWEST VENTURE PARTNERS VI-A, LP By: Itasca VC Partners VI-A, LLC, General Partner By: NVP Associates, LLC, Managing Member By: /s/ Xxxx Xxxxx Xxxx Xxxxx Address: 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, XX 00000-0000 Attn: Xxxx Xxxxxxx, CFO With a copy to: Norwest Venture Partners XI, LP 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, XX 00000-0000 Attn: Xxxx Xxxxx SECOND AMENDMENT Xxxxxxx Chief Financial Officer SIGNATURE PAGE TO THIRD A&R AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. XXXXX STREET 2010 DIRECT FUND, L.P. By: ASP 2010 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Partner XXXXX STREET 2009 DIRECT FUND, L.P. By: ASP 2009 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Partner XXXXX STREET 2008 DIRECT FUND, L.P. By: ASP 2008 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Partner Address: x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, IL 60606-2823 Attn: Xxxxx Xxxx SECOND AMENDMENT TO THIRD A&R AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT XXXXXXX XXXXXXX /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx XXXXXX XXXXXXXX Xxxxxx Xxxxxxxx ARBOR GREEN II, LP /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, Trustee MOOSE POND INVESTMENTS, LP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Partner MTG PORTFOLIO, LTD. By: Midtown Group, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President SIGNATURE PAGE TO THIRD AMENDED AND WAIVER OF REGISTRATION RESTATED INVESTORS’ RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. AGREEMENT GOOGLE VENTURES 2011, L.P. By: Google Ventures 2011 GP, L.L.C., its general partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Member Address: 0000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx With a copy to: Google Ventures 2011, L.P. Attn: General Counsel, Google Ventures Email: xx-xxxxxx@xxxxxx.xxx SECOND AMENDMENT SIGNATURE PAGE TO THIRD A&R AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. /s/ XXXXXX XXXXXXXX Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx /s/ XXX XXXXXXXX Xxx Xxxxxxxx Xxx Xxxxxxxx /s/ XXXXXXX XXXXXXX Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx /s/ Xxxxxxx Argiolas XXXXXXX ARGIOLAS Antonio Argiolas /s/ XXXXXX XXXXX Xxxxxx Xxxxx Xxxxxx Xxxxx /s/ XxxxXXXX-Xxxx Xxxxx XXXX XXXXX Xxxx-Xxxx Jones SECOND AMENDMENT SIGNATURE PAGE TO THIRD A&R AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. INSTITUTIONAL VENTURE PARTNERS XIII L.P. By: Institutional Venture Management XIII LLC Its: General Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. XX XXXXXX DIGITAL GROWTH FUND L.P. By: X.X. Xxxxxx Investment Management Inc. Its: Investment Advisor By: /s/ Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxxx TitleXxxxxx Xxxxxx Its: Managing Director SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersignedAddress: c/o XX Xxxxxx Investment Management, effective as of the date first written above. Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx 000 XXXXX XXXXXX FUND, L.P. By: X.X. Xxxxxx Investment Management Inc. Its: Investment Advisor By: /s/ Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxxx TitleXxxxxx Xxxxxx Its: Managing Director SECOND AMENDMENT Address: c/o XX Xxxxxx Investment Management, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx SIGNATURE PAGE TO THIRD A&R AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT INSTITUTIONAL VENTURE PARTNERS XIII, L.P. By: Institutional Venture Management XIII LLC Its: General Partner By: /s/ Xxxxx Xxxxx Managing Director Address: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0, Xxxxx 000 Xxxxx Xxxx, XX 00000 SIGNATURE PAGE TO THIRD AMENDED AND WAIVER OF REGISTRATION RESTATED INVESTORS’ RIGHTS This Amendment has been executed AGREEMENT King Holdings (Vic) Pty Ltd ACN 147 435 970 in its capacity as trustee for the King Holdings Trust C/- BDO (NSW-VIC) Pty Ltd, in accordance with the Corporations Xxx 0000 by being signed by the undersignedfollowing officer: Signature of sole director and sole company secretary Name of sole director and sole company secretary(print) Xxxxx/Xxxx Holdings Pty Ltd ACN 000 000 000 in its capacity as trustee for the Xxxxx/Xxxx Holdings Trust C/- BDO (NSW-VIC) Pty Ltd, effective as , in accordance with the Corporations Xxx 0000 by being signed by the following officer Signature of the date first written abovesole director and sole company secretary Name of sole director and sole company secretary(print) SIGNATURE PAGE TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT EXHIBIT A SCHEDULE OF INVESTORS Investors Name and Address Austin Ventures IX, L.P. 000 Xxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Attn: C. Xxxxxx Xxxx Xxxxxx Ventures X, L.P. 000 Xxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Attn: C. Xxxxxx Xxxx With a copy to: General Counsel Austin Ventures 000 X. 0xx Xx., Xxxxx 0000 Xxxxxx, Xxxxx 00000 X. Xxxxxx Xxxxxxxxxx 000 Xxxxxxxx Xxx., Xxxxx 000 Xxxxxx, Xxxxx 00000 Xxxxx Xxxxx Xxxxx Partners 000 Xxxxx Xx, Xxxxx 000 Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxx Xxxxxxx 000 Xxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxx Xxxxxxxx 0000 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 Arbor Green II, LP 000 X. 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: Xx. Xxxxxx X. Borders Norwest Venture Partners XI, LP Norwest Venture Partners VII-A, LP Norwest Venture Partners VI-A, LP 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, Xxxxxxxxxx 00000-0000 Attn: Xxxx Xxxxxxx, CFO With a copy to: Norwest Venture Partners XI, LP 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, Xxxxxxxxxx 00000-0000 Attn: Xxxx X. Xxxxxxx, General Counsel Investors Name and Address King Holdings (Vic) Pty Ltd ACN 147 435 970 Rialto Tower, Xxxxx 00 000 Xxxxxxx Xxxxxx Melbourne 3000, Australia Attn: Xxxxx Xxxxxxxxx Xxxxx/Xxxx Holdings Pty Ltd ACN 000 000 000 Rialto Tower, Xxxxx 00 000 Xxxxxxx Xxxxxx Melbourne 3000, Australia Attn: Xxxxx Xxxxxxxxx Xxxxx Street 2008 Direct Fund, L.P. x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, Illinois 60606-2823 Attn: Xxxxx Xxxx Xxxxx Street 2009 Direct Fund, L.P. x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, Illinois 60606-2823 Attn: Xxxxx Xxxx Xxxxx Street 2010 Direct Fund, L.P. x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, Illinois 60606-2823 Attn: Xxxxx Xxxx MTG Portfolio, Ltd. 0000 X. Xxxxxxx xx Xxxxx Xxx, Xxxx X Xxxxxx, Xxxxx 00000 Moose Ponds Investments, L.P. 00 Xxxx Xxxxxx Xxxxx Xxxxxx, Xxxxx 00000 Google Ventures 2011, L.P. 0000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxx With a copy to: Google Ventures 2011, L.P. Attn: General Counsel E-mail: xx-xxxxxx@xxxxxx.xxx Xxxxxx Xxxxxxxx 2, The Moat House, Church Xxxx Xxxxxxxx, Xxxxxxxxx SP5 4DX United Kingdom Investors Name and Address Xxx Xxxxxxxx 00 Xxxxxx Xxxxxxx London N1 2BN Xxxxxxx Xxxxxxx 00 Xxxxx Xxxxx Xxxxxx, XX0 0XX Xxxxxx Xxxxxxx Xxxx-Xxxx Xxxxx 000 Xxxxxx Xxxx London E16 1UU United Kingdom Antonio Argiolas 00 Xxxxxx Xxxxx 5 Brewhouse Yard London EC1V 4JQ United Kingdom Xxxxxx Xxxxx Xxxx 00, Xxxxxxxxx Xxxxxxx East 0 Xxxxxxxx Xxxxxx Xxxxxx X0 0XX Xxxxxx Xxxxxxx Institutional Venture Partners XIII, L.P. 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0, Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 X.X. Xxxxxx Digital Growth Fund, L.P. c/o XX Xxxxxx Investment Management, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx 000 Xxxxx Xxxxxx Fund, L.P. c/o XX Xxxxxx Investment Management, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx EXHIBIT B

Appears in 1 contract

Samples: Investors’ Rights Agreement (RetailMeNot, Inc.)

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Xxxxxx Xxxxxxxxxx. s/ X. Xxxxxx Xxxxxxxxxx X. Xxxxxx Xxxxxxxxxx SECOND AMENDMENT TO XXXXX XXXXX Xxxxx Xxxxx THIRD A&R INVESTORS’ RIGHTS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. Norwest Venture Partners NORWEST VENTURE PARTNERS XI, LP By: Genesis VC Partners XI, LLC, General Partner By: NVP Associates, LLC, Managing /s/ Xxxxxxx Xxxxx Member By: /s/ Xxxx Xxxxx Xxxx Xxxxx Norwest Venture Partners NORWEST VENTURE PARTNERS VII-A, LP By: Itasca VC Partners VII-A, LLC, General Partner By: NVP Associates, LLC, Managing Member By: /s/ Xxxx Xxxxx Xxxx Xxxxx Norwest Venture Partners Xxxxxxx Member NORWEST VENTURE PARTNERS VI-A, LP By: Itasca VC Partners VI-A, LLC, General Partner By: NVP Associates, LLC, Managing Member By: /s/ Xxxx Xxxxx Xxxx Xxxxx Address: 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, XX 00000-0000 Attn: Xxxx Xxxxxxx, CFO With a copy to: Norwest Venture Partners XI, LP 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, XX 00000-0000 Attn: Xxxx Xxxxx SECOND AMENDMENT Xxxxxxx Member SIGNATURE PAGE TO THIRD A&R INVESTORS’ RIGHTS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. XXXXX STREET 2010 DIRECT FUND, L.P. By: ASP 2010 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Partner XXXXX STREET 2009 DIRECT FUND, L.P. By: ASP 2009 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Partner XXXXX STREET 2008 DIRECT FUND, L.P. By: ASP 2008 Direct Management, LLC, its General Partner By: Xxxxx Street Partners, LLC, its Managing Member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Partner Address: x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, IL 60606-2823 Attn: Xxxxx Xxxx SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersignedXXXXXXX XXXXXXX /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx XXXXXX XXXXXXXX Xxxxxx Xxxxxxxx ARBOR GREEN II, effective as of the date first written aboveLP /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, Trustee MOOSE POND INVESTMENTS, LP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Partner MTG PORTFOLIO, LTD. By: Midtown Group, Inc., its general partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President GOOGLE VENTURES 2011, L.P. By: Google Ventures 2011 GP, L.L.C., its general partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Member Address: 0000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx With a copy to: Google Ventures 2011, L.P. Attn: General Counsel, Google Ventures Email: xx-xxxxxx@xxxxxx.xxx SECOND AMENDMENT SIGNATURE PAGE TO THIRD A&R INVESTORS’ RIGHTS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above. /s/ XXXXXX XXXXXXXX Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx /s/ XXX XXXXXXXX Xxx Xxxxxxxx Xxx Xxxxxxxx /s/ XXXXXXX XXXXXXX Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx /s/ Xxxxxxx Argiolas XXXXXXX ARGIOLAS Antonio Argiolas /s/ XXXXXX XXXXX Xxxxxx Xxxxx Xxxxxx Xxxxx /s/ XxxxXXXX-Xxxx Xxxxx XXXX XXXXX Xxxx-Xxxx Jones SECOND AMENDMENT SIGNATURE PAGE TO THIRD A&R INVESTORS’ RIGHTS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersignedXX XXXXXX DIGITAL GROWTH FUND L.P. By: X.X. Xxxxxx Investment Management Inc. Its: Investment Advisor By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Its Managing Director Address: c/o XX Xxxxxx Investment Management, effective as of the date first written above. Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx 000 XXXXX XXXXXX FUND, L.P. By: X.X. Xxxxxx Investment Management Inc. Its: Investment Advisor By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Its Managing Director Address: c/o XX Xxxxxx Investment Management, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx INSTITUTIONAL VENTURE PARTNERS XIII XIII, L.P. By: Institutional Venture Management XIII LLC Its: General Partner By: /s/ Xxxxx Xxxxx NameManaging Director Address: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0, Xxxxx 000 Xxxxx Xxxx, XX 00000 SIGNATURE PAGE TO THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT EXHIBIT A COMMON STOCKHOLDERS X. Xxxxxx Xxxxxxxxxx 000 Xxxxxxxx Xxx., Xxxxx 000 Xxxxxx, Xxxxx 00000 EXHIBIT B INVESTORS Investors Name and Address Austin Ventures IX, L.P. 000 Xxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Attn: C. Xxxxxx Xxxx Xxxxxx Ventures X, L.P. 000 Xxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Attn: C. Xxxxxx Xxxx With a copy to: General Counsel Austin Ventures 000 X. 0xx Xx., Xxxxx 0000 Xxxxxx, Xxxxx 00000 X. Xxxxxx Xxxxxxxxxx 000 Xxxxxxxx Xxx., Xxxxx 000 Xxxxxx, Xxxxx 00000 Xxxxx Xxxxx Xxxxx Partners 000 Xxxxx Xx, Xxxxx 000 Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxx Xxxxxxx 000 Xxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxx Xxxxxxxx 0000 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 Arbor Green II, LP 000 X. 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: Xx. Xxxxxx X. Borders Norwest Venture Partners XI, LP Norwest Venture Partners VII-A, LP Norwest Venture Partners VI-A, LP 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, Xxxxxxxxxx 00000-0000 Attn: Xxxx Xxxxxxx, CFO With a copy to: Norwest Venture Partners XI, LP 000 Xxxxxxxxxx Xxx., Xxxxx 000 Xxxx Xxxx, Xxxxxxxxxx 00000-0000 Attn: Xxxx X. Xxxxxxx, General Counsel Investors Name and Address King Holdings (Vic) Pty Ltd ACN 147 435 970 Rialto Tower, Xxxxx 00 000 Xxxxxxx Xxxxxx Melbourne 3000, Australia Attn: Xxxxx Xxxxxxxxx Xxxxx/Xxxx Holdings Pty Ltd ACN 000 000 000 Rialto Tower, Xxxxx 00 000 Xxxxxxx Xxxxxx Melbourne 3000, Australia Attn: Xxxxx Xxxxxxxxx Xxxxx Street 2008 Direct Fund, L.P. x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, Illinois 60606-2823 Attn: Xxxxx Xxxx Xxxxx Street 2009 Direct Fund, L.P. x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, Illinois 60606-2823 Attn: Xxxxx Xxxx Xxxxx Street 2010 Direct Fund, L.P. x/x Xxxxx Xxxxxx Partners, LLC Xxx Xxxxx Xxxxxx Xxxxx, Suite 2200 Chicago, IL 60606-2823 Attn: Xxxxx Xxxx MTG Portfolio, Ltd. 0000 X. Xxxxxxx xx Xxxxx Xxx, Xxxx X Xxxxxx, Xxxxx 00000 Moose Ponds Investments, L.P. Xxxxxx, Xxxxx 00000 Google Ventures 2011, L.P. 0000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxx TitleWith a copy to: Authorized Signatory SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS Google Ventures 2011, L.P. Attn: General Counsel E-mail: xx-xxxxxx@xxxxxx.xxx Xxxxxx Xxxxxxxx 2, The Moat House, Church Xxxx Xxxxxxxx, Xxxxxxxxx SP5 4DX United Kingdom Investors Name and Address Xxx Xxxxxxxx 00 Xxxxxx Xxxxxxx London N1 2BN Xxxxxxx Xxxxxxx 00 Xxxxx Xxxxx Xxxxxx, XX0 0XX Xxxxxx Xxxxxxx Xxxx-Xxxx Xxxxx 000 Xxxxxx Xxxx London E16 1UU United Kingdom Antonio Argiolas 00 Xxxxxx Xxxxx 5 Brewhouse Yard London EC1V 4JQ United Kingdom Xxxxxx Xxxxx Xxxx 00, Xxxxxxxxx Xxxxxxx East 0 Xxxxxxxx Xxxxxx Xxxxxx X0 0XX Xxxxxx Xxxxxxx Institutional Venture Partners XIII, L.P. 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0, Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 X.X. Xxxxxx Digital Growth Fund, L.P. c/o XX Xxxxxx Investment Management, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx 000 Xxxxx Xxxxxx Fund, L.P. c/o XX Xxxxxx Investment Management, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxx EXHIBIT C STATELESS HOLDERS King Holdings (Vic) Pty Ltd ACN 147 435 970 Rialto Tower, Xxxxx 00 000 Xxxxxxx Xxxxxx Melbourne 3000, Australia Attn: Xxxxx Xxxxxxxxx Xxxxx/Xxxx Holdings Pty Ltd ACN 000 000 000 Rialto Tower, Xxxxx 00 000 Xxxxxxx Xxxxxx Melbourne 3000, Australia Attn: Xxxxx Xxxxxxxxx EXHIBIT D ADOPTION AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been Adoption Agreement (this “Adoption Agreement”) is executed by the undersigned, effective undersigned (the “Transferee”) pursuant to the terms of the Third Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of , 2011 (the date first written above“Agreement”) by and among the Company and certain of its Stockholders. XX XXXXXX DIGITAL GROWTH FUND L.P. By: X.X. Xxxxxx Investment Management Inc. Its: Investment Advisor By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by Capitalized terms used but not defined in this Adoption Agreement shall have the undersignedrespective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, effective the Transferee agrees as of the date first written above. 000 XXXXX XXXXXX FUND, L.P. By: X.X. Xxxxxx Investment Management Inc. Its: Investment Advisor By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS This Amendment has been executed by the undersigned, effective as of the date first written above.follows:

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Samples: Adoption Agreement (RetailMeNot, Inc.)

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