SPS COMMERCE, INC. Amendment No. 1 to Registration Rights Agreement

Exhibit 10.1

SPS COMMERCE, INC.

Amendment No. 1 to Registration Rights Agreement

     This Amendment No. 1 (this “Amendment”) to the Registration Rights Agreement by and among SPS Commerce, Inc., a Delaware corporation (the “Company”), and the parties listed therein dated as of April 10, 2007 (the “Agreement”) is effective as of May 5, 2011. Capitalized terms used but not defined in this Amendment have the meanings given to those terms in the Agreement.

Recitals

     A. The Company entered into in the Agreement with the Investors who held shares of the Company’s previously outstanding Preferred Stock in connection with the Company’s issuance of the Series C Preferred Stock.

     B. In connection with the Company’s initial public offering, all of the Preferred Stock converted into Common Stock (the “Conversion”) and the Common Stock began trading on the Nasdaq Global Market.

     C. To facilitate the financing of the Company as a publicly-traded company, the undersigned, constituting (i) the Company and (ii) the Persons who held at least 66.67% of the issued and outstanding Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock at the time of Conversion desire to amend the Agreement as set forth below.

Agreement

     Now, therefore, for good and valuable consideration, the undersigned hereby agree as follows:

     1. The following is added as Section 11(s) of the Agreement:

     “(s) Termination of Registration Rights. The right of any Investor to be notified of or request registration or inclusion of Registrable Securities in any registration pursuant to Section 3 or Section 4 shall terminate upon the earlier of such time as Rule 144 under the Securities Act or another similar exemption under the Securities Act is available for the sale of all of such Investor’s shares without limitation during a three-month period without registration.”

     2. Section 11(b) of the Agreement is amended and restated to read in its entirety as follows:

     “(b) Amendments; Waivers. This Agreement may be amended or modified and the observance of any term or condition of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only by a written agreement executed by the Company and the holders of at least 66.67% of the Common Stock issued upon conversion of the Preferred Stock that have not been previously sold and are not able to be sold pursuant to Rule 144 under the Securities Act or another similar exemption under the Securities Act without limitation during a three-month period without registration.”

     3. Section 11(d) of the Agreement is amended and restated to read in its entirety as follows:

     “(d) Benefit of Parties; Assignability. All of the terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns, including without limitation all subsequent holders of securities entitled to the benefits of this Agreement who agree in writing to become bound by the terms of this Agreement within two business days after first becoming a holder of securities entitled to the benefits of this Agreement; provided, however, the Company may not delegate its responsibilities or assign its rights under this Agreement

Amendment of Registration Rights Agreement Page 1

without the prior written consent of the holders of at least 66.67% of the Common Stock issued upon conversion of the Preferred Stock.”

     4. Except as expressly provided herein, no further amendments to the Agreement are provided hereby.

     5. The validity, meaning and effect of this instrument will be determined, construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of laws principles of any other state.

     6. This instrument may be executed by facsimile signature and in counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

[Remainder of page left intentionally blank — signature pages follow]

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     IN WITNESS WHEREOF, the parties have caused this instrument to be effective as of the date first written above.

	SPS COMMERCE, INC.
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Xxxxxxxx X. Xxxxxx
		Chief Financial Officer

Amendment of Registration Rights Agreement Signature Page

     IN WITNESS WHEREOF, the parties have caused this instrument to be effective as of the date first written above.

	CID EQUITY FUND V LIQUIDATING TRUST CID EQUITY PARTNERS V, as Trustee By: Xxxxx Partners, LLC, as General Partner
	By:	/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		Sole Member
	CID MEZZANINE CAPITAL, L.P. By: CID Mezzanine Partners, L.P., as General Partner
	By:	/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		General Partner

Amendment of Registration Rights Agreement Signature Page

     IN WITNESS WHEREOF, the parties have caused this instrument to be effective as of the date first written above.

	BVCF IV, L.P. By: Xxxxx Street Partners, LLC, as General Partner
	By:	/s/ Xxxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxx
		Partner

Amendment of Registration Rights Agreement Signature Page

     IN WITNESS WHEREOF, the parties have caused this instrument to be effective as of the date first written above.

	SPVC IV, LLC
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Managing Member
	SPVC V, LLC
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Managing Member
	SPVC VI, LLC By: SPVC Management VI, LLC, its Managing Member
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Managing Director
	SPVC AFFILIATES FUND I, LLC By: Split Rock Partners, LLC Its: Co-Manager
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Managing Director

Amendment of Registration Rights Agreement Signature Page

     IN WITNESS WHEREOF, the parties have caused this instrument to be effective as of the date first written above.

	RIVER CITIES CAPITAL FUND II LIMITED PARTNERSHIP By: River Cities Management II, L.P. Its: General Partner By: Xxxxxx XX, Inc. Its: General Partner
	By:	/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President
	RIVER CITIES SBIC III, L.P. By: RCCF Management Inc. Its: General Partner
	By:	/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President

Amendment of Registration Rights Agreement Signature Page

     IN WITNESS WHEREOF, the parties have caused this instrument to be effective as of the date first written above.

	THE XXXXXX XXXXX TRUST U/D/T 7/28/92
	By:	/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Trustee
	ALLENWOOD VENTURES, INC.
	By:
		Name:
		Its:
	AXIOM VENTURE PARTNERS II LIMITED PARTNERSHIP
	By:	/s/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Its: General Partner
	Xxxxx X. Xxxxx
	Xxxxx Xxxx Xxxx

Amendment of Registration Rights Agreement Signature Page

     IN WITNESS WHEREOF, the parties have caused this instrument to be effective as of the date first written above.

	/s/ Xxxxxx Xxxxxxxxx
	Xxxxxx Xxxxxxxxx
	X.X. XXXXXXXXX CARDIOVASCULAR MEDICAL GROUP OF SOUTHERN CALIFORNIA 401(K) PROFIT SHARING PLAN DTD 1/1/1989
	By:	/s/ Xxxxxx Xxxxxxxxx
		Xxxxxx Xxxxxxxxx. Trustee
	Xxxxxx Xxxxxxxxx
	PACIFIC CAPITAL VENTURES, LLC
	By:
		Name:
		Its:
	PV SECURITIES CORP.
	By:
		Name:
		Its:
	/s/ Xxxxxxx Xxxxxxxxxx
	Xxxxxxx Xxxxxxxxxx

Amendment of Registration Rights Agreement Signature Page

     IN WITNESS WHEREOF, the parties have caused this instrument to be effective as of the date first written above.

	XXXXXXX, XXXXXXX & COMPANY Q.P., L.P.
	By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Its: Sr. Managing Director
	XXXXXXX, XXXXXXX & COMPANY, L.P.
	By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Its: Sr. Managing Director
	TENX VENTURE PARTNERS, LLC
	By:
		Name:
		Its:
	ZAFA LLC
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Its: Managing Partner
	BLUECREST STRATEGIC LIMITED
	By:
		Name:
		Its:

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