Constant Contact, Inc. Reservoir Place 1601 Trapelo Road, Suite 329 Waltham, MA 02451 September 6, 2007
Exhibit 10.18
September 6, 2007
To the Selling Stockholders (as defined below) who are party to the 2006 Investor Rights Agreement
(as defined below) and/or the 2001 Investor Rights Agreement (as defined below).
Ladies and Gentleman:
Reference is made to that certain Amended and Restated Preferred Investors’ Rights Agreement
dated May 12, 2006 (the “2006 Investor Rights Agreement”) by and among Roving Software
Incorporated, currently known as Constant Contact, Inc. (the “Company”), and the Investors listed
on Schedule A thereto and that certain Amended and Restated Investors’ Rights Agreement dated
August 9, 2001 (the “2001 Investor Rights Agreement”) by and among the Company and the Investors
listed on Schedule A thereto.
Reference is also made to the Underwriting Agreement (the “Underwriting Agreement”) proposed
to be entered into by each of you and other holders of capital stock of the Company (collectively,
the “Selling Stockholders”) with the Company, CIBC World Markets Corp., Xxxxxx Xxxxxx Partners LLC,
Xxxxxxx Xxxxx & Company, L.L.C., Xxxxx and Company, LLC and Xxxxxxx & Company, LLC, as
representatives of the several underwriters to be named in Schedule I to the Underwriting
Agreement (the “Underwriters”) pursuant to which each of you intend to sell shares of common stock
of the Company (the “Shares”) to the Underwriters.
Reference is also made to the Registration Statement on Form S-1, Registration No. 333-144381,
originally filed with the Securities and Exchange Commission on July 6, 2007, as amended (the
“Registration Statement”) relating to the offering of the Shares and the other shares of Common
Stock to be sold by the Company and the other Selling Stockholders.
Notwithstanding anything in the 2006 Investor Rights Agreement or the 2001 Investor Rights
Agreement to the contrary, the Company agrees that the indemnification provided by the Company to
each you in Section 2.7 of the 2006 Investor Rights Agreement and/or in Section 2.7 of the 2001
Investor Rights Agreement (collectively, the “Indemnification Provisions”) shall apply to the
Registration Statement and the offer and sale of the Shares and that the Registration Statement
shall be a “registration statement” for the purposes of the Indemnification Provisions and the
Shares shall be “Registrable Securities” for purposes of the Indemnification Provisions, all in
accordance with the terms of such Indemnification Provisions.
| CONSTANT CONTACT, INC. |
||||
| Xxxx X. Xxxxxxx | ||||
| President | ||||
ACKNOWLEDGED & AGREED
By:
Name:
Title:
Name:
Title:
