EFTA00292192.pdf

DowSign Envelope ID: FA9ICC39-2AEO4FC0417FF-2247069187FD. ALIPHCOM AMENDMENT TO THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT THIS AMENDMENT TO THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT (the "Amendment") is made as of September 2'''2012, by and among ALIPHCOM, a California corporation (the "Company"), and certain of the persons and entities who are parties to the Agreement (as defined below). Capitalized terms not otherwise defined in the Amendment shall have the meaning ascribed to them in the Agreement. RECITALS WHEREAS, the Company and the Investors have entered into that certain Third Amended and Restated Right of First Refusal Agreement, dated June 16, 2011 (the "Agreement"); WHEREAS, the Company and the Investors now desire to amend the Agreement to permit additional purchasers of Preferred Stock to become parties to the Agreement as Investors in connection with their respective investments in the Company's securities; and WHEREAS, under Section 6.3 of the Agreement, the Agreement or any term thereof may be amended only by a written consent of the Company and the holders of a majority in interest of the Senior Preferred (as defined therein). AGREEMENT Now, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and the Investors hereby agree as follows: 1. Amendment of Section 6.11. The panics agree that Section 6.11 of the Agreement is hereby amended to read in full as follows: "Notwithstanding anything to the contrary contained herein, if the Company shall issue additional shares of its preferred stock, any purchaser of such shares of preferred stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an "Investor" hereunder." 2. All other provisions of the Agreement shall remain in full force and effect. 3. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. 1283915 v2/SF EFTA00292192 DensSign Envelope ID: FA91CC39-2AEC-4FD0a7FF-2247C691$7FD 4. This Amendment shall be construed in accordance with the laws of the State of California, excluding conflicts of laws principles. 5. This Amendment and the Agreement and all exhibits hereto or thereto arc intended to be the sole agreement of the parties as they relate to the subject matter hereof and thereof and do hereby supersede all other agreements of the parties relating to the subject matter hereof or thereof. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 1283915 v2/SF EFTA00292193 DocuSIgn Envelop* ID: FA91CC394AEC-4FC0-A7FF-2247C139187P0 IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT as of the date set forth in the first paragraph hereof. COMPANY: ALIPHCOM DocuSliped W E bsAitA, ALUMNA. 0E4O8FAIII7O21C0 By: Hosain Rahman Chief Executive Officer 128391$ v2 3P EFTA00292194 DocuSign Envolopo ID:8278B9E5-7604-42C0-BF06-93688044808E IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT as of the date set forth in the first paragraph hereof. INVESTORS: KHOSLA VENTURES Ii, LP By: Khosla Ventures Associates II, LLC, a Delaware limited liability company and general partner of Khosla Ventures II, LP DeaRIgned by: DUita By C15.013FIA4915D... Name: Title: Member 1253915 v2ISF EFTA00292195 DocuSign Envelope ID: 9E220086-640D-4C564326D-84AD91AA751D IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT as of the date set forth in the first paragraph hereof. INVESTORS: ANDREESSEN HOROWITZ FUND II, L.P. as nominee for Andreessen Horowitz Fund II, L.P. Andreessen Horowitz Fund II-A, L.P. and Andreessen Horowitz Fund L.P. By: AH Equity Partners II, L.L.C. Its general partner By: Name: Tide: Managing Member AH ANNEX FUND, L.P. By: AH Equity Partners II, L.L.C. Its general partner C DecuSlgald er 'ti -evetuib, IOU NOCF411.10) By: l2E39IS OAF E oovusieree ep tui, itorowitA) xemocF42334, Name: Title: Member EFTA00292196 Dom.Sign Envelope NI 07449EADAA94-4C1494A1454913E59D328 IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO THIRD AMENDED AND RESTATED Mom' OF FIRST REFUSAL AGREEMENT aS of the date set forth in the first paragraph hereof INVESTORS: Sequoia Capital Growth Fund HI Sequoia Capital Growth Partners III Sequoia Capital Growth M Principals Fund By: SCGF III Management LLC A Delaware Limited Liability Company General Partner of Each eacureovve Ck'odui 3OTX• By: A2DIt06FM149F- Managing Member Sequoia Capital XII Sequoia Technology Partners XII Sequoia Capital XII Principals Fund Hilltop Family Partnership, L.P. By: SC XII Management, LLC A Delaware Limited Liability Company, General Partner of Each oSidrefitc F A2 e41 Balks By: DOICA/9034491, ._ Managing Member 1283915 v2/SF EFTA00292197 IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT as of the date set forth in the first paragraph hereof. INVESTORS: 522 FIFTH AVENUE FUND, L.P. By: J.P. Morgan Investment Management Inc. Its: Investment Advisor Name: %.1 rt. r dam. F"« - . aL ItS: • 'C "A %VC Otte. ie ( J.P. MORGAN DIGITAL GROWTH FUND L.P. By: J.P. Morgan Investment Management Inc. Its: Investment Advisor Name: Conj.,. Its: £xe ctcA 0 12S39IS v2/SF EFTA00292198