Shares RETAILMENOT, INC. SERIES 1 COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2013 • RetailMeNot, Inc. • Services-advertising • New York
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AND WAIVER OF REGISTRATION RIGHTSInvestors’ Rights Agreement • December 9th, 2013 • RetailMeNot, Inc. • Services-advertising
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.
