Exhibit 10.1.1

 

RALLY SOFTWARE DEVELOPMENT CORP.
 AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED
 INVESTOR RIGHTS AGREEMENT

 

THIS AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) is entered into as of April 1, 2013 by and among RALLY SOFTWARE DEVELOPMENT CORP., a Delaware corporation (the “Company”), and the stockholders of the Company listed on listed on the signature pages hereto (the “Stockholders”).

 

W I T N E S S E T H:

 

WHEREAS, the Company and certain of its stockholders are parties to a Fourth Amended and Restated Investor Rights Agreement dated as of May 27, 2011 (the “Agreement”).  Capitalized terms used but not defined herein shall have the meaning given thereto in the Agreement.

 

WHEREAS, Section 5.5(a) of the Agreement provides that, except as otherwise expressly provided in the Agreement, and subject to Sections 3.11 and 4.4 of the Agreement, the Agreement may be amended or modified, either prospectively or retrospectively and either in general or with respect to any particular matter, only upon the written consent of the Company and the holders of at least fifty-five percent (55%) of the Registrable Securities then outstanding.

 

WHEREAS, Section 3.11 of the Agreement provides that, among other things, the portion of such Section 3.11 related to the Meritech Observer Right may be amended, or any provision thereof waived, either prospectively or retrospectively, only with the prior written consent of Major Investors holding at least sixty percent (60%) of the shares of Series E Stock held by all Major Investors.

 

WHEREAS, Section 4.4(a) of the Agreement provides that, among other things, the preemptive rights established by Section 4 of the Agreement may be amended, or any provision waived, either prospectively or retrospectively, only with the prior written consent of Major Investors holding at least fifty-five percent (55%) of the Registrable Securities held by all Major Investors.

 

WHEREAS, the Corporation and the Stockholder, which Stockholder collectively constitute (a) the holders of at least fifty-five percent (55%) of the outstanding Registrable Securities, (b) Major Investors holders at least sixty percent (60%) of the shares of Series E Stock held by all Major Investors and (c) Major Investors holding at least fifty-five percent (55%) of the Registrable Securities held by all Major Investors, desire to amend the Agreement as provided herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree hereto as follows:

 

1.             Section 3.15 of the Agreement is hereby amended and restated in its entirety to read as set forth below:

 

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“3.15      Termination of Covenants.  All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering, which results in the Preferred Stock being converted into Common Stock pursuant to the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time, or (ii) the closing of an Acquisition or Asset Transfer (each as defined in the Company’s Amended and Restated Certificate of Incorporation, as in effect on the date hereof).”

 

2.             The first sentence of Section 4.4(a) of the Agreement is hereby amended and restated in its entirety to read as set forth below:

 

“The preemptive rights established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the Company’s first Qualified Public Offering (as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time) and (ii) the closing of an Acquisition or Asset Transfer (each as defined in the Company’s Amended and Restated Certificate of Incorporation, as in effect on the date hereof).”

 

3.             This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

 

4.             This Amendment shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and to be performed entirely within Delaware.

 

5.             Except as specifically amended by this Amendment, the terms and conditions of the Agreement shall remain unchanged and in full force and effect.  In the event of any inconsistencies between this Amendment and the Agreement, the terms of this Amendment shall govern.

 

6.             This Amendment shall become effective when executed and delivered by the Company and (a) the holders of at least fifty-five percent (55%) of the outstanding Registrable Securities, (b) Major Investors holders at least sixty percent (60%) of the shares of Series E Stock held by all Major Investors and (c) Major Investors holding at least fifty-five percent (55%) of the Registrable Securities held by all Major Investors.  Upon such effectiveness, the terms of this Amendment shall be binding on each of the parties to the Agreement.  The Stockholder consent to a restatement of the Agreement to incorporate this Amendment.

 

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

 

 

	
 
    	
COMPANY:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
RALLY SOFTWARE DEVELOPMENT CORP.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/Timothy   A. Miller
    
	
 
    	
 
    	
Timothy A. Miller
    
	
 
    	
 
    	
President and Chief Executive Officer
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 











 

	
 
    	
STOCKHOLDERS:
    
	
 
    	
 
    	
 
    
	
 
    	
MERITECH   CAPITAL PARTNERS IV L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
By: Meritech Capital Associates IV L.L.C.
    
	
 
    	
its General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/Robert   D. Ward
    
	
 
    	
 
    	
Robert   D. Ward, a managing member
    
	
 
    	
 
    	
 
    
	
 
    	
MERITECH   CAPITAL AFFILIATES IV L.P.
    
	
 
    	
 
    
	
 
    	
By: Meritech Capital Associates IV L.L.C.
    
	
 
    	
its General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/Robert   D. Ward
    
	
 
    	
 
    	
Robert   D. Ward, a managing member
    
	
 
    	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
 
    	
 
    
	
 
    	
245   Lytton Avenue, Suite 350
    
	
 
    	
Palo   Alto, CA 94301
    
	
 
    	
Attn:   Joel Backman
    
	
 
    	
phone:   (650) 475-2200
    
	
 
    	
fax:   (650) 475-2222
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 











 

	
 
    	
STOCKHOLDERS:
    
	
 
    	
 
    
	
 
    	
GREYLOCK XIII LIMITED PARTNERSHIP
    
	
 
    	
GREYLOCK XIII-A LIMITED PARTNERSHIP
    
	
 
    	
 
    
	
 
    	
By:
    	
Greylock   XIII GP LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Donald   Sullivan
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Donald   Sullivan
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Administrative   Partner
    
	
 
    	
 
    	
 
    
	
 
    	
GREYLOCK XIII PRINCIPALS LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Greylock   Management Corporation, Sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Donald   Sullivan
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Donald   Sullivan
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
CFO
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 











 

	
 
    	
STOCKHOLDERS:
    
	
 
    	
 
    
	
 
    	
MDV IX, L.P., AS NOMINEE FOR,
    
	
 
    	
MDV IX, L.P. AND MDV ENF IX, L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
Ninth   MDV, L.L.C., as General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Bryan   Stolle
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 











 

	
 
    	
STOCKHOLDERS:
    
	
 
    	
 
    
	
 
    	
VISTA VENTURES ADVANTAGE, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
Pinyon   Capital Management, LLC,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Kirk   Holland
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Kirk   Holland
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Manager
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 











 

	
 
    	
STOCKHOLDERS:
    
	
 
    	
 
    
	
 
    	
MOBIUS TECHNOLOGY VENTURES VI,   L.P.
    
	
 
    	
SOFTBANK U.S. VENTURES VI L.P.
    
	
 
    	
MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L.P.
    
	
 
    	
MOBIUS TECHNOLOGY VENTURES SIDE   FUND VI L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
Mobius   VI LLC, their General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Bradley   A. Feld
    
	
 
    	
 
    	
Bradley   Feld, Managing Director
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 









 

	
 
    	
STOCKHOLDERS:
    
	
 
    	
 
    
	
 
    	
BOULDER VENTURES V, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
BV   Partners V, L.L.C.,
    
	
 
    	
 
    	
their   General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
BOULDER VENTURES IV, L.P.
    
	
 
    	
BOULDER VENTURES IV (ANNEX),   L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
BV   Partners IV, L.L.C.,
    
	
 
    	
 
    	
their   General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Peter   A. Roshko
    
	
 
    	
 
    	
Peter   A. Roshko, Managing Member
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 











 

	
 
    	
STOCKHOLDERS:
    
	
 
    	
 
    
	
 
    	
RYAN MARTENS AND WYNN MARTENS, JWTROS
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Ryan   Martens
    
	
 
    	
 
    	
Ryan   Martens
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Wynn   Martens
    
	
 
    	
 
    	
Wynn   Martens
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ELIZABETH E. MILLER IRREVOCABLE TRUST
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Ryan   Martens
    
	
 
    	
 
    	
RYAN MARTENS, Trustee
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
SYDNEY   J. MILLER IRREVOCABLE TRUST
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Ryan   Martens
    
	
 
    	
 
    	
RYAN MARTENS, Trustee
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 











 

	
 
    	
STOCKHOLDERS:
    
	
 
    	
 
    
	
 
    	
TIMOTHY   A. MILLER AND JERRI L. MILLER, TC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Timothy   A. Miller
    
	
 
    	
 
    	
Timothy   A. Miller
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Jerri   L. Miller
    
	
 
    	
 
    	
Jerri   L. Miller
    


 

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STOCKHOLDERS:
    
	
 
    	
 
    
	
 
    	
/s/Don Hazell
    
	
 
    	
DON   HAZELL
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 











 

	
 
    	
STOCKHOLDERS:
    
	
 
    	
 
    
	
 
    	
/s/James M. Lejeal
    
	
 
    	
JAMES   M. LEJEAL
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 











 

	
 
    	
STOCKHOLDERS:
    
	
 
    	
 
    
	
 
    	
MARK T. CARGES AND CAROL T. CARGES, JTWROS
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Mark T. Carges
    
	
 
    	
 
    	
Mark T. Carges
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Carol T. Carges
    
	
 
    	
 
    	
Carol T. Carges
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT