FIRST AMENDMENT TO VOTING AGREEMENT
Exhibit 4.6
FIRST AMENDMENT TO VOTING AGREEMENT
THIS FIRST AMENDMENT TO VOTING AGREEMENT (this “Amendment”) is made as of the 10th
day of October, 2007 among QLIK TECHNOLOGIES INC. (the “Company”), QLIKTECH INTERNATIONAL
AB (the “Subsidiary”) and the undersigned stockholders of the Company, and amends that
certain Voting Agreement dated as of November 17, 2004, by and among the Company, the Subsidiary,
and the stockholders of the Company party thereto (the “Voting Agreement”).
Background
WHEREAS, the parties desire to amend the Voting Agreement as provided below; and
WHEREAS, Section 17 of the Voting Agreement provides that any term thereof may be amended and
the observance of any term thereof may be waived (either generally or in a particular instance and
either retroactively or prospectively) only with the written consent of: (a) the Company, (b) the
Subsidiary, (c) the holders of a majority of the then outstanding Common Stock held by the Parties,
and (d) the Investors constituting the Approving Preferred.
ACCORDINGLY, in consideration of the mutual covenants set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agree as follows:
1. Amendments to Voting Agreement. The Voting Agreement is hereby amended as follows:
(a) Subclause (c) of the second recital of the Voting Agreement is hereby deleted in its
entirety and replaced with the following:
“(c) the holders of Common Stock and holders of shares of Preferred
Stock (on an as converted to Common Stock basis), voting together as a
class, shall be entitled to elect any remaining members of the Board (the
“Remaining Directors”);”
(b) Section 2 of the Voting Agreement is hereby deleted in its entirety and replaced with the
following:
“2. Board Size. The holders of Investor Shares and Common
Holder Shares shall vote at a regular or special meeting of stockholders (or
by written consent) such shares that they own (or as to which they have
voting power) to ensure that the size of the Board and the Subsidiary Board
shall be set and remain at no less than six (6) directors and no more than
eight (8) directors; provided, however, that the size of each such board may
be subsequently increased or decreased pursuant to an amendment of this
Agreement in accordance with Section 17 hereof.”
(c) Section 3(a)(iii) of the Voting Agreement is hereby deleted in its entirety and replaced
with the following:
“(iii) In any election of the directors of the Company to elect the
Remaining Directors, the Investors and the Common Holders shall each vote at
any regular or special meeting of the stockholders (or by written consent)
the voting securities of the Company then owned by them (or as to which they
then have voting power) to elect the Remaining Directors in accordance with
the Restated Certificate and the Company’s Bylaws; provided, however, that
the Investors and the Common Holders shall each vote the voting securities
of the Company then owned by them (or as to which they then have voting
power) as may be necessary to elect two of such Remaining Directors as
follows: (A) the Company’s Chief Executive Officer (as appointed by the
Board from time to time) and (B) an individual having relevant industry
experience relating to the Company’s business who is approved by each of the
other members of the Board.”
(c) Section 3(b)(iii) of the Voting Agreement is hereby deleted in its entirety and replaced
with the following:
“(iii) In any election of the directors of the Subsidiary to elect the
Subsidiary Remaining Directors, the Investors and the Common Holders shall
each vote at any regular or special meeting of the stockholders (or by
written consent) the voting securities of the Company then owned by them (or
as to which they then have voting power) to elect the Subsidiary Remaining
Directors in accordance with the Restated Certificate and the Company’s
Bylaws; provided, however, that the Investors and the Common Holders shall
each vote the voting securities of the Company then owned by them (or as to
which they then have voting power) as may be necessary to elect two of such
Subsidiary Remaining Directors as follows: (A) the Subsidiary’s Chief
Executive Officer (as appointed by the Board from time to time) and (B) an
individual having relevant industry experience relating to the Subsidiary’s
business who is approved by each of the other members of the Subsidiary
Board.”
3. Defined Terms. Capitalized terms used and not defined herein have the meanings
ascribed thereto in the Voting Agreement.
4. Continuing Validity of Voting Agreement. Except as amended hereby, the Voting
Agreement shall continue in full force and effect subject to the terms and conditions thereof.
5. Governing Law. This Amendment will be governed by and construed in accordance with
the laws of the State of North Carolina, without giving effect to its conflict of laws provisions.
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6. Counterparts. This Amendment may be executed in two or more counterparts, each of
which will be deemed an original, but all of which together shall constitute one and the same
instrument.
[Signature page(s) follows]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above
written.
| QLIK TECHNOLOGIES INC. |
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| By: | /s/ Måns Xxxxxxx | |||
| Print Name: | ||||
| Title: | ||||
| QLIKTECH INTERNATIONAL AB |
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| By: | /s/ Måns Xxxxxxx | |||
| Print Name: | ||||
| Title: | ||||
| ACCEL EUROPE L.P. |
||||
| By: | Accel Europe Associates, L.P. | |||
| Its General Partner | ||||
| By: | Accel Europe Associates, L.L.C. | |||
| Its General Partner | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Print Name: | ||||
| Title: | ||||
| ACCEL EUROPE INVESTORS 2004 L.P. |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Print Name: | ||||
| Title: | ||||
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| JERUSALEM VENTURE PARTNERS IV, L.P. |
||||
| By: | Jerusalem Partners IV, L.P. | |||
| Its General Partner | ||||
| By: | JVP Corp. IV | |||
| Its General Partner | ||||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Print Name: | ||||
| Title: | ||||
| JERUSALEM VENTURE PARTNERS IV-A, L.P. |
||||
| By: | Jerusalem Partners IV, L.P. | |||
| Its General Partner | ||||
| By: | JVP Corp. IV | |||
| Its General Partner | ||||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Print Name: | Xxxx Xxxxxxxx | |||
| Title: | Managing Partner | |||
| JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND IV, L.P. |
||||
| By: | Jerusalem Partners IV, L.P. | |||
| Its General Partner | ||||
| By: | JVP Corp. IV | |||
| Its General Partner | ||||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Print Name: | Xxxx Xxxxxxxx | |||
| Title: | Managing Partner | |||
JERUSALEM VENTURE PARTNERS IV (ISRAEL), L.P.
| By: | Jerusalem Partners IV — Venture Capital, L.P. | ||||
| Its General Partner | |||||
| By: | JVP Corp. IV | ||||
| Its General Partner | |||||
| By: | /s/ Xxxx Xxxxxxxx | ||||
| Print Name: | Xxxx Xxxxxxxx | ||||
| Title: | Managing Partner | ||||
| /s/ Mans Xxxxxxx | |||||
| Måns Xxxxxxx | |||||
| /s/ Xxxx Xxxxx | |||||
| Xxxx Xxxxx | |||||
| /s/ Xxxxx Xxxxx | |||||
| Xxxxx Xxxxx | |||||
| /s/ Xxxxxxxxx Xxx | |||||
| Xxxxxxxxx Xxx | |||||
| STIFTELSEN INDUSTRIFONDEN |
|||||
| By: | /s/ Xxxxx xx Xxxxxxxxx | /s/ Xxxxx Xxxxxxx | |||
| Print Name: | Xxxxx xx Xxxxxxxxx | Xxxxx Xxxxxxx | |||
| Title: | President | Investment Director | |||
| XXXXXX INVESTMENT |
|||||
| By: | /s/ Mans Xxxxxxx | ||||
| Print Name: | |||||
| Title: | |||||
