0001193125-13-465832 Sample Contracts

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

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