SECOND AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS

Exhibit 4.1.3

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT

AND WAIVER OF REGISTRATION RIGHTS

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS (this “Amendment”), which amends that certain Third Amended and Restated Investors’ Rights Agreement dated October 28, 2011, as amended (the “Original Agreement”), by and among RetailMeNot, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A thereto (each an “Investor” and collectively, the “Investors”), is made and entered into as of the December 6, 2013. Unless otherwise defined herein, capitalized terms shall have the definitions ascribed to them in the Original Agreement.

RECITALS

WHEREAS, the parties hereto, being all of the parties to the Original Agreement, desire to amend the Original Agreement and to waive certain rights thereunder as set forth herein.

AMENDMENT AND WAIVER

1. Section 5.2 of the Original Agreement is hereby amended and restated in its entirety as follows:

“Amendment of Rights. Any provision of this Agreement may be amended and the observance of such provision may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and Investors holding (a) a majority of the Registrable Securities then held by the Investors, (b) a majority of the shares of Common Stock then outstanding which were issued upon conversion of the shares of Series B-3 Preferred Stock and (c) a majority of the shares of Common Stock then outstanding which were issued upon conversion of the shares of Series BB-3 Preferred stock. Any amendment or waiver effected in accordance with this Section 5.2 shall be binding upon each Investor, each permitted successor or assignee of such Investor, and the Company; provided, no amendment or waiver that uniquely and adversely affects the rights of any Investor without the consent of such uniquely and adversely affected Investor.

2. All of the obligations, rights, duties and covenants of the Company contained in Section 4 of the Original Agreement are hereby terminated and Sections 4.1, 4.2, 4.3, 4.4, 4.5 and 4.7 of the Original Agreement shall be of no further force or effect.

3. In connection with the proposed follow-on public offering of the Company’s Series 1 common stock on or before December 31, 2013 (the “Offering”) the undersigned hereby irrevocably waive (the “Waiver”) any and all rights pursuant to Section 1 of the Original Agreement in connection with the Offering, including, without limitation, the rights to register any shares, whether now owned or hereafter acquired, of the Company’s capital stock, pursuant to Section 1.4 of the Original Agreement, and any and all notice requirements contained in the Original Agreement related thereto.

4. The undersigned agree and acknowledge that the Company, its advisors and the underwriters will proceed with the Offering in reliance upon this Amendment and the Waiver.

5. This Amendment may be executed in any number of counterparts (by facsimile, PDF electronic delivery or otherwise), each of which shall be an original, but all of which shall constitute one and the same instrument. The undersigned agree and acknowledge that this Amendment shall be of no force or effect until countersigned by the Company.

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2

This Amendment has been executed by the undersigned, effective as of the date first written above.

COMPANY:
RETAILMENOT, INC.
By:		/s/ X. Xxxxxx Xxxxxxxxxx
		X. Xxxxxx Xxxxxxxxxx,
		President and Chief Executive Officer

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.

INVESTORS:
AUSTIN VENTURES IX, L.P.
By:		AV Partners IX, L.P.,
		its general partner
By:		AV Partners IX, LLC,
		its general partner
By:		/s/ Xxx XxXxxxxxx
		Authorized Representative
AUSTIN VENTURES X, L.P.
By:		AV Partners X, L.P.,
		its general partner
By:		AV Partners X, LLC,
		its general partner
By:		/s/ Xxx XxXxxxxxx
		Member
Address: 000 Xxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Attn: C. Xxxxxx 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.

X. 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, Xxxxx 0000
Xxxxxxx, XX 00000-0000
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 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.

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.

X.X. XXXXXX SECONDARY PRIVATE EQUITY INVESTORS II, 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.

Executed by King Holdings (Vic) Pty Ltd ACN 147 435 970 in its capacity as trustee for the King Holdings Trust, in accordance with S. 127 of the Corporations Xxx 0000 by being signed by the following officer:

/s/ Guy Xxxxxxx Xxxx

Guy Xxxxxxx Xxxx being the sole director and company secretary

Executed by Xxxxx/Xxxx Holdings Pty Ltd ACN 000 000 000 in its capacity as trustee for the Xxxxx/Xxxx Holdings Trust, in accordance with S. 127 of the Corporations Xxx 0000 by being signed by the following officer:

/s/ Xxxxx Xxxxx Xxxxx

Xxxxx Xxxxx Xxxxx being the sole director and company secretary

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.

MOUVEO, a French société à responsibilité limitée, registered with the Trade and Companies Registry of Vannes under number 539 803 775
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Chief Executive Officer

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.

INVENTUZ, a French société à responsibilité limitée, registered with the Trade and Companies Registry of Vannes under number 000 000 000
By:		/s/ Francois Larvor
Name:		Francois Larvor
Title:		Chief Executive Officer

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.

THE 2010 XXXXXXX FAMILY TRUST DATED JULY 13, 2010
By:		/s/ X. Xxxxxxx
Name:		X. Xxxxxxx
Title:		Trustee

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.

XXXXXX XXXXXXXX

/s/ Xxxxxx Xxxxxxxx

Xxxxxx Xxxxxxxx

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.

ARBOR GREEN II, LP

/s/ Xxxxxx X. Xxxxxxx

Xxxxxx X. Xxxxxxx, Trustee

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 XXXXX

/s/ Xxxxx Xxxxx

Xxxxx 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.

MOOSE POND INVESTMENTS, LP
By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Partner

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.

MTG PORTFOLIO, LTD.
By:		Midtown Group, Inc., its general partner
By:		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		President

SECOND AMENDMENT TO THIRD A&R INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTS