AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, THE THIRD AMENDED AND RESTATED VOTING AGREEMENT AND THE FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.3
AMENDMENT NO. 1 TO
THE FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT,
THE THIRD AMENDED AND RESTATED VOTING AGREEMENT AND THE
FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT
THIS AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, THE THIRD AMENDED AND RESTATED VOTING AGREEMENT AND THE FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Amendment”) is made as of February 24, 2010, by and among Xoom Corporation, a California corporation (the “Company”) and the undersigned holders of the Company’s capital stock (the “Investors”).
RECITALS
WHEREAS, the Company and the Investors are parties to that certain Fourth Amended and Restated Investors’ Rights Agreement, that certain Third Amended and Restated Voting Agreement and that certain Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement, each dated December 21, 2009 (the “Investors’ Rights Agreement,” “Voting Agreement” and “Co-Sale Agreement,” respectively, and together, the “Transaction Documents”);
WHEREAS, pursuant to Section 5.1 of the Investors’ Rights Agreement, the Investors’ Rights Agreement may be amended only with the written consent of (i) the Company and (ii) the holders of a majority of the Registrable Securities (as defined in the Investors’ Rights Agreement);
WHEREAS, pursuant to Section 3.6 of the Voting Agreement, the Voting Agreement may be amended only with the written consent of (i) the Company and (ii) the holders of a majority of the Voting Agreement Shares (as defined in the Voting Agreement);
WHEREAS, pursuant to Section 9.D of the Co-Sale Agreement, the Co-Sale Agreement may be amended only with the written consent of the Investors holding a majority of the Common Stock issuable or issued upon conversion of the Preferred Stock held by Eligible Investors (as defined in the Co-Sale Agreement);
WHEREAS, the Company and the Investors desire to amend the Transaction Documents as set forth herein; and
WHEREAS, the Investors represent the voting power required under each of the Transaction Documents to amend the Transaction Documents.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the following:
1. Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the respective Transaction Documents, as applicable.
2. Amendments to the Investors’ Rights Agreement.
(a) Pursuant to Section 5.2 of the Investors’ Rights Agreement, Section 1.1(iii) of the Investors’ Rights Agreement is hereby amended and restated in its entirety as follows:
“(iii) Notwithstanding the provisions of paragraphs (i) and (ii) above, no registration statement or opinion of counsel shall be necessary for (A) a transfer by a Holder which is a partnership to its partners or retired partners (or to the estate of any such party) in accordance with partnership interests, (B) a transfer by a Holder which is a corporation to its shareholders (or to the estate of any such party) in accordance with their interest in the corporation or to a parent, subsidiary or other affiliate, (C) a transfer by a Holder which is a limited liability company to its members or former members (or to the estate of any such party) in accordance with their interest in the limited liability company, (D) a transfer by a Holder which is a venture capital fund to its affiliated venture capital funds (including without limitation any transfer from on Fidelity Entity to any other Fidelity Entity), (E) a transfer by a Holder to the Holder’s family member or trust for the benefit of an individual Holder (or to the estate of any such party), (F) a transfer by a mutual fund or other account for which Xxxxxx Xxxxxxx Investment Management Inc. (“Xxxxxx Xxxxxxx”) exercises investment discretion (each, a “MSIM Account”) to another MSIM Account, (G) a transfer by a mutual fund or other account for which X. Xxxx Price Associates, Inc. exercises investment discretion (each, a “TRP Account”) to another TRP Account or (H) a transfer by a Holder to a qualified institutional buyer (“QIB”) in a private transaction exempt from registration; provided the transferee in a such transfers will be subject to the terms of this Section 1.1 to the same extent as if the transferee were an original Holder hereunder.”
(b) Pursuant to Section 5.2 of the Investors’ Rights Agreement, the following shall be appended as Section 1.1(iv) to the Investors’ Rights Agreement:
“(iv) The transfer of Registrable Securities from a Holder that is a mutual fund to another mutual fund through a fund merger or reorganization shall not be considered a Transfer for purposes of this Agreement.”
(c) Pursuant to Section 5.2 of the Investors’ Rights Agreement, Section 1.12(c) of the Investors’ Rights Agreement is hereby amended and restated in its entirety as follows:
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“(c) With respect solely to entities advised, managed or similarly affiliated with X. Xxxx Price Associates, Inc. and the MSIM Accounts, this Section 1.12 shall not prohibit any purchase of shares of Common Stock by such entities in the Company’s initial public offering or open market or the sale of Common Stock that was purchased in the open market following such initial public offering.”
(d) Pursuant to Section 5.2 of the Investors’ Rights Agreement, Section 2.2 of the Investors’ Rights Agreement is hereby amended and restated in its entirety as follows:
“2.2 Observer Rights.
(a) As long as X. Xxxx Price and funds and accounts managed by X. Xxxx Price Associates, Inc. collectively own not less than an aggregate of 25% of the Series F Preferred Stock outstanding (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of X. Xxxx Price Associates, Inc. to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided; except to the extent such information (x) may be made publicly available by the Company or otherwise becomes publicly available (other than through unauthorized disclosure by the Holder), (y) is shown by written record to have been in the possession of or known to the Holder prior to its receipt by the Holder hereunder, or (z) is made available without restriction to the Holder by any person other than the Company without breach of any obligation of confidentiality of such other person, and except if required in connection with a judicial, legislative or administrative investigation or proceeding or to a government or other regulatory agency. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if the Company reasonably believes upon advice of counsel that access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company.
(b) As long as the MSIM Accounts collectively own not less than an aggregate of 25% of the Series F Preferred Stock outstanding (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Xxxxxx Xxxxxxx to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes,
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consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided; except to the extent such information (x) may be made publicly available by the Company or otherwise becomes publicly available (other than through unauthorized disclosure by the Holder), (y) is shown by written record to have been in the possession of or known to the Holder prior to its receipt by the Holder hereunder, or (z) is made available without restriction to the Holder by any person other than the Company without breach of any obligation of confidentiality of such other person, and except if required in connection with a judicial, legislative or administrative investigation or proceeding or to a government or other regulatory agency. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if the Company reasonably believes upon advice of counsel that access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company.”
(e) Pursuant to Section 5.2 of the Investors’ Rights Agreement, Section 5.1(f) of the Investors’ Rights Agreement is hereby amended and restated in its entirety as follows:
“(f) “Fidelity” means each of Agilus Ventures IV Limited Partnership, Agilus Ventures Principals IV Limited Partnership, Fidelity Ventures IV-E Limited Partnership, Fidelity Ventures Principals IV-E Limited Partnership.”
(f) Pursuant to Section 5.2 of the Investors’ Rights Agreement, Section 5.1(g) of the Investors’ Rights Agreement is hereby amended and restated in its entirety as follows:
“(g) “Fidelity Entity” shall mean each of FMR Corp. and its subsidiaries and affiliates; Fidelity International Limited and its subsidiaries and affiliates; Fidelity International Ventures Limited; Fidelity Investors Limited Partnership; Fidelity Investors II Limited Partnership; Fidelity Investors III Limited Partnership; Fidelity Ventures III Limited Partnership; Fidelity Ventures Principals III Limited Partnership; Fidelity Investors IV Limited Partnership; Fidelity Ventures IV-E Limited Partnership; Fidelity Investors V Limited Partnership; Fidelity Investors VI Limited Partnership; Fidelity Ventures IV Limited Partnership; Fidelity Ventures Principals IV Limited Partnership; Fidelity Ventures Principals IV-E Limited Partnership; FILP Capital Reserves Limited Partnership; Fidelity Capital Operating Limited Partnership; Fidelity Greater China Ventures Fund Limited Partnership; Fidelity Ventures II, Limited
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Partnership; Fidelity Seaport Limited Partnership; Fidelity Investors Real Estate Limited Partnership; Agilus Ventures IV Limited Partnership; Agilus Ventures Principals IV Limited Partnership; and any other limited partnership owned or controlled by shareholders of FMR Corp.; and shall also include Fidelity Foundation; Fidelity Non-Profit Management Foundation; the Xxxxxx X. Xxxxxxx Fund.”
3. Amendments to the Voting Agreement.
(a) Pursuant to Section 3.6 of the Voting Agreement, the definition of “Fidelity Entities” in Section 3.7 is hereby amended and restated in its entirety as follows:
““Fidelity Entities” shall mean each of FMR Corp. and its subsidiaries and affiliates; Fidelity International Limited and its subsidiaries and affiliates; Fidelity International Ventures Limited; Fidelity Investors Limited Partnership; Fidelity Investors II Limited Partnership; Fidelity Investors III Limited Partnership; Fidelity Ventures III Limited Partnership; Fidelity Ventures Principals III Limited Partnership; Fidelity Investors IV Limited Partnership; Fidelity Ventures IV-E Limited Partnership; Fidelity Investors V Limited Partnership; Fidelity Investors VI Limited Partnership; Fidelity Ventures IV Limited Partnership; Fidelity Ventures Principals IV Limited Partnership; Fidelity Ventures Principals IV-E Limited Partnership; FILP Capital Reserves Limited Partnership; Fidelity Capital Operating Limited Partnership; Fidelity Greater China Ventures Fund Limited Partnership; Fidelity Ventures II, Limited Partnership; Fidelity Seaport Limited Partnership; Fidelity Investors Real Estate Limited Partnership; Agilus Ventures IV Limited Partnership, Agilus Ventures Principals IV Limited Partnership; and any other limited partnership owned or controlled by shareholders of FMR Corp.; and shall also include Fidelity Foundation; Fidelity Non-Profit Management Foundation; the Xxxxxx X. Xxxxxxx Fund.”
4. Amendments to the Co-Sale Agreement.
(a) Pursuant to Section 9.D of the Co-Sale Agreement, Section 9.S of the Co-Sale Agreement is hereby amended and restated in its entirety as follows:
“S. Aggregation of Stock. For the purposes of determining the availability of any rights under this Agreement, the holdings of any partner or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire capital stock of the Company by gift, will or intestate succession) or affiliates of such partnership (including affiliated venture funds) shall be aggregated together with the partnership for the purpose of exercising any rights or taking any action under this Agreement. Without limiting the foregoing, any shares held or acquired by any Fidelity Entity shall be aggregated with all other shares held by other Fidelity Entity. The term “Fidelity Entity” shall mean each of FMR Corp. and its subsidiaries and affiliates; Fidelity International Limited and its subsidiaries and affiliates; Fidelity International Ventures Limited; Fidelity Investors Limited Partnership; Fidelity Investors II Limited Partnership; Fidelity Investors III Limited Partnership; Fidelity Ventures III Limited Partnership; Fidelity Ventures Principals III Limited Partnership; Fidelity Investors IV Limited Partnership; Fidelity Ventures IV-E Limited
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Partnership; Fidelity Investors V Limited Partnership; Fidelity Investors VI Limited Partnership; Fidelity Ventures IV Limited Partnership; Fidelity Ventures Principals IV Limited Partnership; Fidelity Ventures Principals IV-E Limited Partnership; FILP Capital Reserves Limited Partnership; Fidelity Capital Operating Limited Partnership; Fidelity Greater China Ventures Fund Limited Partnership; Fidelity Ventures II, Limited Partnership; Fidelity Seaport Limited Partnership; Fidelity Investors Real Estate Limited Partnership; Agilus Ventures IV Limited Partnership, Agilus Ventures Principals IV Limited Partnership; and any other limited partnership owned or controlled by shareholders of FMR Corp.; and shall also include Fidelity Foundation; Fidelity Non-Profit Management Foundation; and the Xxxxxx X. Xxxxxxx Fund. Without limiting the foregoing, any shares held or acquired by any X. Xxxx Price Entity shall be aggregated with all other shares held by any other X. Xxxx Price Entity. The term “X. Xxxx Price Entity” shall mean each of X. Xxxx Price New Horizons Fund, Inc.; X. Xxxx Price New Horizons Trust; X. Xxxx Price U.S. Equities Trust; X. Xxxx Price New America Growth Fund; and X. Xxxx Price New America Growth Portfolio; and any other funds and accounts managed by X. Xxxx Price Associates, Inc. All shares held or acquired by a MSIM Account shall be aggregated with all other shares held be an MSIM Account for purposes of exercising any rights or taking ay action under this Agreement.”
5. Effect of Amendment. Except as amended as set forth above, the Transaction Documents shall continue in full force and effect.
6. Counterparts. This Amendment may be signed in counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed one and the same document.
7. Governing Law. This Amendment shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Fourth Amended and Restated Investors’ Rights Agreement, the Third Amended and Restated Voting Agreement and the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first above written.
| COMPANY: | XOOM CORPORATION, | |||||
| a California corporation | ||||||
| By: | /s/ Xxxx Xxxxx | |||||
| Xxxx Xxxxx, President | ||||||
| Address: | ||||||
| 000 Xxxx Xxxxxx, Xxxxx 000 | ||||||
| Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 | ||||||
| (000) 000-0000 (facsimile) | ||||||
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENT,
VOTING AGREEMENT AND THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
OF XOOM CORPORATION
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Fourth Amended and Restated Investors’ Rights Agreement, the Third Amended and Restated Voting Agreement and the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first above written.
| INVESTORS: | X. XXXX PRICE ASSOCIATES, INC.
On Behalf of its advisory Funds and Accounts on Attachment A | |||||
| X. XXXX PRICE ASSOCIATES, INC. On Behalf of: X. Xxxx Price New Horizons Fund, Inc. X. Xxxx Price New Horizons Trust X. Xxxx Price U.S. Equities Trust | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxxxxx | |||||
| Title: | Vice President | |||||
| X. XXXX PRICE ASSOCIATES, INC. On Behalf of: X. Xxxx Price New America Growth Fund X. Xxxx Price New America Growth Portfolio | ||||||
| By: | /s/ Xxxxxx Xxxxxx | |||||
| Name: | Xxxxxx Xxxxxx | |||||
| Title: | Vice President | |||||
| X. Xxxx Price Associates, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxxx Vice President and Senior Legal Counsel Phone: 000-000-0000 Email: Xxxxxx_xxxx@xxxxxxxxxx.xxx | ||||||
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENT,
VOTING AGREEMENT AND THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
OF XOOM CORPORATION
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Fourth Amended and Restated Investors’ Rights Agreement, the Third Amended and Restated Voting Agreement and the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first above written.
| INVESTORS: | XXXXXX XXXXXXX INVESTMENT | |||
| MANAGEMENT SMALL COMPANY | ||||
| GROWTH TRUST | ||||
| By: | State Street Bank and Trust Company | |||
| Trustee | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| Date: | 2/24/2010 | |||
| XXXXXX XXXXXXX INSTITUTIONAL FUND, | ||||
| INC. – SMALL COMPANY GROWTH | ||||
| PORTFOLIO | ||||
| By: | Xxxxxx Xxxxxxx Investment Management Inc. | |||
| Investment Manager | ||||
| By: | /s/ Xxxxxxxxx Xxxx | |||
| Name: | Xxxxxxxxx Xxxx | |||
| Title: | Executive Director | |||
| Date: | 2/24/2010 | |||
| TRANSAMERICA FUNDS – TRANSAMERICA | ||||
| XXX XXXXXX SMALL COMPANY GROWTH | ||||
| By: | Xxxxxx Xxxxxxx Investment Management Inc. | |||
| Sub-Adviser | ||||
| By: | /s/ Xxxxxxxxx Xxxx | |||
| Name: | Xxxxxxxxx Xxxx | |||
| Title: | Executive Director | |||
| Date: | 2/24/2010 | |||
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENT,
VOTING AGREEMENT AND THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
OF XOOM CORPORATION
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Fourth Amended and Restated Investors’ Rights Agreement, the Third Amended and Restated Voting Agreement and the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first above written.
| INVESTORS: | THE UNIVERSAL INSTITUTIONAL FUNDS, INC. – SMALL COMPANY GROWTH PORTFOLIO | |||||
| By: | Xxxxxx Xxxxxxx Investment Management Inc. | |||||
| Investment Manager | ||||||
| By: | /s/ Xxxxxxxxx Xxxx | |||||
| Name: | Xxxxxxxxx Xxxx | |||||
| Title: | Executive Director | |||||
| Date: | 2/24/2010 | |||||
| VERIZON INVESTMENT MANAGEMENT | ||||||
| CORP. – SMALL CAP GROWTH | ||||||
| By: | Xxxxxx Xxxxxxx Investment Management Inc. | |||||
| Investment Manager | ||||||
| By: | /s/ Xxxxxxxxx Xxxx | |||||
| Name: | Xxxxxxxxx Xxxx | |||||
| Title: | Executive Director | |||||
| Date: | 2/24/2010 | |||||
| NATIONWIDE VARIABLE INSURANCE | ||||||
| TRUST – NATIONWIDE MULTI-MANAGER | ||||||
| NVIT SMALL COMPANY FUND | ||||||
| By: | Xxxxxx Xxxxxxx Investment Management Inc. | |||||
| Sub-Adviser | ||||||
| By: | /s/ Xxxxxxxxx Xxxx | |||||
| Name: | Xxxxxxxxx Xxxx | |||||
| Title: | Executive Director | |||||
| Date: | 2/24/2010 | |||||
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENT,
VOTING AGREEMENT AND THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
OF XOOM CORPORATION
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Fourth Amended and Restated Investors’ Rights Agreement, the Third Amended and Restated Voting Agreement and the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first above written.
| INVESTORS: | DAG VENTURES III-QP, L.P. | |||||||
| By: | DAG Ventures Management III, LLC | |||||||
| Its General Partner | ||||||||
| By: | /s/ Xxxx Xxxxxxx | |||||||
| Xxxx Xxxxxxx, Managing Member | ||||||||
| DAG VENTURES III, L.P. | ||||||||
| By: | DAG Ventures Management III, LLC | |||||||
| Its General Partner | ||||||||
| By: | /s/ Xxxx Xxxxxxx | |||||||
| Xxxx Xxxxxxx, Managing Member | ||||||||
| DAG VENTURES GP FUND III, LLC | ||||||||
| By: | DAG Ventures Management III, LLC | |||||||
| Its General Partner | ||||||||
| By: | /s/ Xxxx Xxxxxxx | |||||||
| Xxxx Xxxxxxx, Managing Member | ||||||||
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENT,
VOTING AGREEMENT AND THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
OF XOOM CORPORATION
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Fourth Amended and Restated Investors’ Rights Agreement, the Third Amended and Restated Voting Agreement and the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first above written.
| INVESTORS: |
DAG VENTURES III-A, LLC | |||||
| By: |
DAG Ventures Management III, LLC | |||||
| Its General Partner | ||||||
| By: | /s/ Xxxx Xxxxxxx | |||||
| Xxxx Xxxxxxx, Managing Member | ||||||
| DAG VENTURES III-O, LLC | ||||||
| By: |
DAG Ventures Management III, LLC | |||||
| Its General Partner | ||||||
| By: | /s/ Xxxx Xxxxxxx | |||||
| Xxxx Xxxxxxx, Managing Member | ||||||
| DAG VENTURES III-Q, LLC | ||||||
| By: |
DAG Ventures Management III, LLC | |||||
| Its General Partner | ||||||
| By: | /s/ Xxxx Xxxxxxx | |||||
| Xxxx Xxxxxxx, Managing Member | ||||||
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENT,
VOTING AGREEMENT AND THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
OF XOOM CORPORATION
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Fourth Amended and Restated Investors’ Rights Agreement, the Third Amended and Restated Voting Agreement and the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first above written.
| INVESTORS: |
AGILUS VENTURES IV LIMITED | |||||
| PARTNERSHIP | ||||||
| By: | Agilus Ventures Advisors IV Limited | |||||
| Partnership, its General Partner | ||||||
| By: | Northern Neck Investors LLC, | |||||
| its General Partner | ||||||
| By: | Volition Capital LLC, under power of attorney | |||||
| By: | /s/ Xxxxxx Xxxxxx | |||||
| Name: | Xxxxxx Xxxxxx | |||||
| Title: | Managing Partner & COO | |||||
| AGILUS VENTURES PRINCIPALS IV | ||||||
| LIMITED PARTNERSHIP | ||||||
| By: | Agilus Ventures Advisors IV Limited | |||||
| Partnership, its General Partner | ||||||
| By: | Northern Neck Investors LLC, | |||||
| its General Partner | ||||||
| By: | Volition Capital LLC, under power of attorney | |||||
| By: | /s/ Xxxxxx Xxxxxx | |||||
| Name: | Xxxxxx Xxxxxx | |||||
| Title: | Managing Partner & COO | |||||
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENT,
VOTING AGREEMENT AND THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
OF XOOM CORPORATION
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Fourth Amended and Restated Investors’ Rights Agreement, the Third Amended and Restated Voting Agreement and the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first above written.
| INVESTORS: | NEW ENTERPRISE ASSOCIATES 11, LIMITED PARTNERSHIP | |||
| By: NEA Partners 11, Limited Partnership, its general partner | ||||
| By: NEA 11 GP, LLC, its general partner | ||||
| By: | /s/ Illegible | |||
| Manager | ||||
| NEA VENTURES 2004, LIMITED PARTNERSHIP | ||||
| By: | /s/ Illegible | |||
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENT,
VOTING AGREEMENT AND THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
OF XOOM CORPORATION
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Fourth Amended and Restated Investors’ Rights Agreement, the Third Amended and Restated Voting Agreement and the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first above written.
| INVESTORS: | SEQUOIA CAPITAL XI | |||||
| SEQUOIA TECHNOLOGY PARTNERS XI | ||||||
| SEQUOIA CAPITAL XI PRINCIPALS FUND | ||||||
| By: |
SC XI Management, LLC | |||||
| A Delaware Limited Liability Company | ||||||
| General Partner of Each | ||||||
| By: | /s/ X.X. Xxxxx | |||||
| Managing Member | ||||||
SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE INVESTORS’ RIGHTS AGREEMENT,
VOTING AGREEMENT AND THE RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
OF XOOM CORPORATION
