EX-4.3



 Exhibit 4.3 

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE
OPINION OF LEGAL COUNCEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 

WARRANT TO PURCHASE STOCK 
  

			
	 Company:
 Number of Shares: Class of Stock:
Warrant Price:
 Issue Date:
 Expiration Date: Credit
Facility:
	  	 DOCUSIGN, INC., a Washington corporation
 11,326
(Subject to Section 1.7)
 Series B-1 Preferred

$ 0.8829 per share
 December 18, 2009

The 10th anniversary after the Issue Date
 This Warrant is issued
in connection with the Equipment Advances referenced in the Loan and Security Agreement between Company and Silicon Valley Bank dated December 18, 2009 (the “Loan Agreement”).


 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (Silicon Valley Bank,
together with any registered holder from time to time of this Warrant or any holder of the shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the
class of securities (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

 ARTICLE 1. EXERCISE. 
 1.1 Method
of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in
Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 

1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant,
in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by
(b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3. 
 1.3 Fair
Market Value. If the Company’s common stock is traded in a public market and the Shares are common stock, the fair market value of each Share shall be the closing price of a Share reported for the business day immediately before Holder
delivers its 

  
 1 








 
Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the “price to
public” per share price specified in the final prospectus relating to such offering). If the Company’s common stock is traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing
price of a share of the Company’s common stock reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the effectiveness of
the Company’s initial public offering, the initial “price to public” per share price specified in the final prospectus relating to such offering), in both cases, multiplied by the number of shares of the Company’s common stock
into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. 

1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if applicable, the Company
receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not
so acquired. 
 1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation on surrender and cancellation of
this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 
 1.6 Treatment of Warrant
Upon Acquisition of Company. 
 1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means
(i) any sale, exclusive license, or other disposition of all or substantially all of the assets of the Company, or (ii) any reorganization, consolidation, or merger of the Company (excluding any transaction effected primarily for the
purpose of changing the Company’s jurisdiction of incorporation) where the holders of the voting securities of the Company outstanding immediately prior to such transaction retain, immediately after such transaction as a result of shares in the
Company held by such holders prior to such transaction, less than a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other
surviving or resulting entity is a wholly-owned subsidiary immediately following such transaction, its parent). 
 1.6.2 Treatment of
Warrant at Acquisition. 
 A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and
in which the sole consideration consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities, either, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such
exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide
Holder with written notice of its request relating to the foregoing (together with such reasonable information as Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not
less than ten (10) days prior to the closing of the proposed Acquisition. 

  
 2 








 
In the event the Company does not provide such notice, then if, upon the Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in
accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised and converted pursuant to Section 1.2 above as to all
Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise and conversion to the
Holder. 
 B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms length” sale of all or
substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or purchase right
under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company
continues as a going concern following the closing of any such True Asset Sale. The Company shall provide Holder with written notice of its request relating to the foregoing (together with such reasonable information as Holder may request in
connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

C) Upon the closing of any Acquisition other than those particularly described in subsections (A) and (B) above, the successor entity shall assume the
obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on
the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. 
 As used herein,
“Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of Company, any person or entity that controls or is controlled by or is under common control with such
persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable and “Marketable Securities” shall mean securities meeting all of the following requirements: (i) the
issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other
information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise or convert this Warrant on or prior to
the closing thereof is then traded on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market, and (iii) Holder would not be not be restricted by contract or by applicable federal and state securities
laws from publicly re-selling, within six (6) months following the closing of such Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise or convert this
Warrant in full on or prior to the closing of such Acquisition. 
 1.7 Adjustments to Number of Shares for Equipment Advances Made. If
at any time, the Company has received an Equipment Advance or multiple Equipment Advances under the Loan Agreement, the Number of Shares for which this Warrant shall be exercisable shall be automatically adjusted to equal the number obtained by
dividing (i) $10,000 plus one and one half percent (1.50%) of the aggregate dollar amount of any such Equipment Advances made to the Company under the Loan Agreement by (ii) the Warrant Price. 

  
 3 








 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares payable in common stock, or other securities,
then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the
dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increase the amount of stock into which the Shares are convertible, the number of shares
purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant
Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 
 2.2 Reclassification, Exchange,
Combinations or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled
to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange,
substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s
Articles of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new
securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or
conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the
Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 

2.3 Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the
Shares are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Company’s Articles of Incorporation as if the Shares were
issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Company’s Articles of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified
or waived without the prior written consent of Holder if such amendment, modification or waiver adversely and disproportionately affects the rights associated with the Shares granted to Holder as compared to the rights associated with the other
shares of the same series and class as the Shares granted to Holder. 
 2.4 No Impairment. The Company shall not, by amendment of its
Articles of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, purposefully avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect
Holder’s rights under this Article against impairment. 

  
 4 








 2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion
of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest
by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share. 
 2.6 Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial
Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of
adjustments leading to such Warrant Price. 
 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 

3.1 Representations and Warranties. The Company represents and warrants to Holder as follows: 

(a) The initial Warrant Price referenced on the first page of this Warrant is not greater than (i) the price per share at which the
Shares were last issued in an arms-length transaction in which at least $500,000 of the Shares were sold and (ii) the fair market value of the Shares as of the date of this Warrant. 

(b) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable
upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and
state securities laws. 
 (c) The Company’s capitalization table attached hereto as Schedule 1 is true and complete as of the
Issue Date. 
 3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon
any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale any shares of the Company’s capital stock (or other securities convertible into such capital stock),
other than (i) pursuant to the Company’s stock option or other compensatory plans, (ii) in connection with commercial credit arrangements or equipment financings, or (iii) in connection with strategic transactions for purposes
other than capital raising; (c) to effect any reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its
assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the Company’s securities for cash, then, in connection with each such event, the
Company shall give Holder: (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which Holders of common stock will be entitled
thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date when the
same 

  
 5 








 
will take place (and specifying the date on which Holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such
event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to Holders of such registration rights. The notice provisions set forth in this section may be shortened or waived prospectively or
retrospectively by the consent of the Holder. Company will also provide information requested by Holder reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. 

3.3 Registration Under Securities Act of 1933, as amended. The Company agrees that the Shares or, if the Shares are convertible into
common stock of the Company, such common stock, shall have certain “piggyback,” registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar agreement. The provisions set forth in the
Company’s Investors’ Right Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder if such amendment, modification or waiver
adversely and disproportionately affects the rights associated with the Shares granted to Holder as compared to the rights associated with the other shares of the same series and class as the Shares granted to Holder. 

3.4 No Shareholder Rights. Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until the
exercise of this Warrant. 
 3.5 Lock-Up Agreement. The Holder agrees that the Shares shall be
subject to the Lock-Up Agreement provisions in Section 1.14 of the Company’s Investor Rights Agreement or similar agreement. 

ARTICLE 4. REPRESENTATIONS, WARRANTIES OF HOLDER. Holder represents and warrants to the Company as follows: 

4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder will be acquired
for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that Holder has not been formed for the specific purpose of acquiring
this Warrant or the Shares. 
 4.2 Disclosure of Information. Holder has received or has had full access to all the information it
considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense)
necessary to verify any information furnished to Holder or to which Holder has access. 
 4.3 Investment Experience. Holder
understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk
of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its
underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business
acumen and financial circumstances of such persons. 

  
 6 








 4.4 Accredited Investor Status. Holder is an “accredited investor” within the
meaning of Regulation D promulgated under the Act. 
 4.5 The Act. Holder understands that this Warrant and the Shares issuable upon
exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein.
Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from
such registration and qualification are otherwise available. 
 4.6 Brokers and Finders. The Holder has not engaged any brokers,
finders or agents in connection with this Warrant, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders’ fees or agents’ commissions
or any similar charges in connection with this Warrant. 
 4.7 Tax Advisors. The Holder has reviewed with its own tax advisors the
U.S. federal, state and local and non-U.S. tax consequences of the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any
statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of the transactions contemplated by
this Warrant. 
 ARTICLE 5. MISCELLANEOUS. 

5.1 This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date. 

5.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any)
shall be imprinted with a legend in substantially the following form: 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS EXEMPT FROM REGISTRATION. 

  
 7 








 5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon
exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the
transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Silicon
Valley Bank (“Bank”) to provide an opinion of counsel if the transfer is to Bank’s parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other Affiliate of Bank. Additionally, the Company shall also not
require an opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker
represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. 
 5.4
Transfer Procedure. After receipt by Bank of the executed Warrant, Bank will transfer all of this Warrant to SVB Financial Group by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3
and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon
conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name,
address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). The Company may refuse to transfer this Warrant or the Shares to any
person who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded. 
 5.5 Taxes. In
no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not
payable. 
 5.6 Execution of Company Documents Upon Exercise. Unless the rights under this Warrant are exercised pursuant to an
effective registration statement under the Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to any exercise of the rights under this Warrant that the then current Holder shall have executed such
documents as all other holders of the same class of equity securities of the Shares have been required by the Company to execute in connection with their acquisition of the same class of equity securities of the Shares. 

5.7 Notices. All notices and other communications from the Company to Holder, or vice versa, shall be deemed delivered and effective
when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or Holder, as the case may (or on the first business day after transmission by facsimile) be, in
writing by the Company or such Holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices to Holder shall be addressed as follows until the Company receives
notice of a change of address in connection with a transfer or otherwise: 

  
 8 








 SVB Financial Group 

Attn: Treasury Department 
 3003
Tasman Drive, HA 200 
 Santa Clara, CA 95054 

Telephone: 408-654-7400 

Facsimile: 408-496-2405 

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address: 

DOCUSIGN, INC. 
 Attn: Chief
Financial Officer 
 701 Fifth Avenue, Suite 4500 

Seattle, WA 98104 
 Telephone:
(206) 219-0200 
 Facsimile: 206 682 0764 

5.8 Waiver. This Warrant and any term hereof may be amended, waived, discharged or terminated only by an instrument in writing signed by
the Company and the Holder. 
 5.9 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and
provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 

5.10 Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other
security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted
pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other
securities) issued upon such conversion to Holder. 
 5.11 Counterparts. This Warrant may be executed in counterparts, all of which
together shall constitute one and the same agreement. 
 5.12 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law. 
 [Signature page
follows.] 

  
 9 









							
	“COMPANY”	  	Date:	  	December 18, 2009
			
	DOCUSIGN, INC.	  		  	
				
	By:	  	 /s/ Matthew J. Schiltz
	  	By:	  	 /s/ Ken Moyle

	Name:	  	 Matthew J. Schiltz

(Print)
	  	Name:	  	 Ken Moyle

(Print)

	Title:	  	Chairman of the Board, President or Vice President	  	Title:	  	Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary

  

			
	“HOLDER”
	
	SILICON VALLEY BANK
		
	By:	 	 /s/ Minh Le

	Name:	 	 Minh Le

(Print)

	Title:	 	Relationship Manager








 SCHEDULE 1 

CAPITALIZATION TABLE 

[See attached.] 







 APPENDIX 1 

NOTICE OF EXERCISE 

1. Holder elects to purchase
                     shares of the Common/Series              Preferred
[strike one] Stock of DOCUSIGN, INC. pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full. 

[or] 
 1. Holder elects to
convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised for
                                     of the Shares covered by
the Warrant. 
 [Strike paragraph that does not apply.] 

2. Please issue a certificate or certificates representing the shares in the name specified below: 

 

	
	  

	 Holders Name

	  

	  

	 (Address)


 3. By its execution below and for the benefit of the Company, Holder hereby restates each of the
representations and warranties in Article 4 of the Warrant as the date hereof. 
  

	
	HOLDER:
	
	  

	
	By:                                     
                                         
                  
	
	Name:                                     
                                         
            
	
	Title:                                     
                                         
              
	
	(Date):                                     
                                         
           









 APPENDIX 2  

ASSIGNMENT 
 For value received,
Silicon Valley Bank hereby sells, assigns and transfers unto 
  

			
	Name:	  	SVB Financial Group
	Address:	  	 3003 Tasman Drive (HA-200)

Santa Clara, CA 95054

		
	Tax ID:	  	91-1962278


 that certain Warrant to Purchase Stock issued by DOCUSIGN, INC. (the “Company”), on
November        , 2009 (the “Warrant”) together with all rights, title and interest therein. 
  

	
	SILICON VALLEY BANK
	
	By:                                     
                                         
                  
	Name:                                     
                                         
            
	Title:                                     
                                         
              



Date:                         
                
 By its execution below, and for the benefit of the Company,
SVB Financial Group makes each of the representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof. 

 

			
	SVB FINANCIAL GROUP
		
	By:	 	  

	Name:	 	  

	Title: