EFTA00292199.pdf

DocuSign Envylope ID: 50697723,41C1C-4A7C4328F-5568F5911050 ALIPHCOM AMENDMENT TO FOURTH AMENDED AND RESTATED VOTING AGREEMENT THIS AMENDMENT TO FOURTH AMENDED AND RESTATED VOTING AGREEMENT (the "Amendment") is made as of September 257 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 Fourth Amended and Restated Voting Agreement, dated June 16, 2011 (the "Agreement"); WHEREAS, the Company and the Investors now desire to amend the Agreement to permit additional purchasers of the Company's 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 3.5 of the Agreement, the Agreement or any term thereof (except for certain sections explicitly referred to in Section 3.5) may be amended only by a written consent of (i) the Company, (ii) the holders of a majority of the Investor Shares, (iii) the holders of a majority of the shares of Series 2 Preferred Stock, (iv) the holders of a majority of the shares of Series 3 Preferred Stock, (v) the holders of a majority of the shares of Series 4 Preferred Stock and (vi) the holders of at least two-thirds of the Key Holder Shares then providing services to the Company as employees or consultants engaged by the Company (in a capacity other than solely as a director). 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: I. Amendment of Section 3.9. The parties agree that Section 3.9 of the Agreement is hereby amended to read in full as follows: "Notwithstanding anything to the contrary contained herein, if the Company issues 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" and a party hereunder." 2. All other provisions of the Agreement shall remain in full force and effect. 1283914 v2/SF EFTA00292199 DocuSign Envelope ID: 58697723-4C1C-4A7C-1328F-5568FS911050 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. 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 are 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) 1283914 v2/SF EFTA00292200 DocuSkin Env*lope ID: FABICC394AEC4FC0-A7FF-2247C69187FD IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO FOURTH AMENDED AND RESTATED VOTING AGREEMENT as of the date set forth in the first paragraph hereof. COMPANY: ALIPHCOM KEY HOLDERS: CuSired* By: E tMalik. taii.miatn.. DEIDOM0370240— Hosain Rahman Chief Executive Officer Alexander Asseily °Mined VA 0E44WAIO7D21C0- Hosain Rahman 1282914 v2/SF EFTA00292201 DocuSign Envelope ID: 5B697723-4C1C-4A76828F-5568F6911050 IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO FOURTH AMENDED AND RESTATED VOTING AGREEMENT as of the date set forth in the first paragraph hereof. COMPANY: ALIPI(COM KEY HOLDERS: By: Hosain Rahman Cleetatamiti by: Chief Executive Officer E loware A384.47 1ESE156458C44041.. Alexander Asseily Hosain Rahman 1283914 v11SF EFTA00292202 DocuSign Envelope ID: 6278B9E5.76D4.42C0•BFB6-93688044806F IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO FOURTH AMENDED AND RESTATED VOTING AGREEMENT as of the date set forth in the first paragraph hereof. INVESTORS: ICHOSLA VENTURER II, LP By: Khosla Ventures Associates II, LLC, a Delaware limited liability company and general partner of Khosla Ventures II, LP DZ tU ri iPtf tritato CISSIFIA41410. By Name: Title: Member 1283914 v2TSF EFTA00292203 DowSign Envelope ID: 9E22D088440D-4C56-826D-84AO91AA751D IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO FOURTH AMENDED AND RESTATED VOTING 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 II-B, L.P. By: AH Equity Partners II, L.L.C. Its general partner DocuSirod w. By: @ vA. iteroutib, X4100CF42S10... Name: Title: Managing Member AH ANNEX FUND, L.P. By: All Equity Partners II, L.L.C. Its general partner Et scaeliinw• bY: uk, tbrouttb, id1100CF4233439.. By: Name: Title: Member 1231914 v2/SF EFTA00292204 DocuSign Envelope ID: 07449EAD•AA94-4C1A44A1435499E590328 IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO FOURTH AMENDED AND RESTATED VOTING AGREEMENT as of the date set forth in the first paragraph hereof. INVESTORS: Sequoia Capital Growth Fund III Sequoia Capital Growth Partners HI Sequoia Capital Growth DI Principals Fund By: SCGF III Management, LLC A Delaware Limited Liability Company General Partner of Each DiaiSlokdbst &do/ 73ente By: ANC 06F102419F. 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 egg 734/... AIODIOVIIIM49F_ By: Managing Member 1283914 v2/SF EFTA00292205  IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO FOURTH AMENDED AND RESTATED VOTING 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 By Name: Estrarcl Fre.. s-r — Its: £xen.L 0,recAo• J.P. MORGAN DIGITAL. GROWTH FUND L.P. By: J.P. Morgan Investment Management Inc. Its: Investment Advisor By: acme: Cvrt-r Cat 3, 4.— Its: Eice,...A Jc- Of e 4A-O 1233914 v2151 EFTA00292206