EX-4.3.1



 EXHIBIT 4.3.1 
  

			
	DATED	  	5 November 2015

  

MIMECAST LIMITED 
 (a
company incorporated in Jersey) 
 and 

MIMECAST LIMITED 
 (a
company incorporated in England and Wales) 
 and 

THE SHAREHOLDERS 
  

 
 REGISTRATION RIGHTS AGREEMENT

 relating to Mimecast Limited (Jersey) and Mimecast Limited (England and Wales) 

 
  
  

			
	 5 New Street Square | London EC4A 3TW
 Tel +44
(0)20 7300 7000
 Fax +44 (0)20 7300 7100
 DX 41 London

www.taylorwessing.com
	  	  
 














			
	THIS DEED is made on	  	5 November 2015    

 BETWEEN 
  

	(1)	MIMECAST LIMITED (company number 119119) whose registered office is at 22 Grenville Street, St Helier, Jersey JE4 8PX (“Newco”); 


 

	(2)	MIMECAST LIMITED (company number 4698693) whose registered office is at 6th Floor, Citypoint, One Ropemaker Street, London EC2Y 9AW (the
“Company”); and 

  

	(3)	the holders of shares in the capital of the Company listed in schedule 1 (the “Shareholders”). 


INTRODUCTION 
  

	(A)	On 18 September 2012 the Company and the Shareholders entered into a registration rights agreement (the “Original Registration Rights Agreement”). 


 

	(B)	Newco made an offer on 20 October 2015 to the Shareholders and all other holders of shares in the capital of the Company to purchase, pursuant to an offer circular of the Company (the “Circular”),
their entire issued share capital of the Company in exchange for shares in the capital of Newco (the “Offer”). 

  

	(C)	On the terms and conditions set out in this deed, the Company and the Shareholders wish to terminate the Original Registration Rights Agreement and Newco and the Shareholders wish to enter into an agreement similar to
the Original Registration Rights Agreement. 

 AGREED TERMS 
  

	1.	Termination of the Original Registration Rights Agreement 

  

	1.1	Conditional only upon completion of the Offer in accordance with its terms, the Company and the Shareholders absolutely and irrevocably agree that the Original Registration Rights Agreement shall be terminated without
the need for further notice by any of them. 

  

	1.2	Termination of the Original Registration Rights Agreement in accordance with this clause 1 shall not release or discharge a party from any liabilities, actions, claims, proceedings and demands of whatever nature (actual
or contingent, present or future) which at the time of termination have already accrued to any other party or which thereafter may accrue in respect of any act or omission prior to such termination. 


 

	2.	Entry into the Newco Registration Rights Agreement 

 Conditional only upon completion of
the Offer in accordance with its terms, Newco and the Shareholders absolutely and irrevocably agree that the Original Registration Rights Agreement shall be effective as between them as though references therein to “Mimecast Limited” or
“the Company” were to Newco (the “Newco Registration Rights Agreement”). For the avoidance of doubt: 
  

	 	(a)	 it is the parties’ intention that the Newco Registration Rights Agreement shall be in respect of the rights and obligations relating to Newco or
as between them and the Newco following the date of completion of the Offer in 










	 	
accordance with its terms, and accordingly references in the Newco Registration Rights Agreement to rights and obligations prior to such date (which were relevant in the context of the Original
Registration Rights Agreement only) shall be ignored; and 

  

	 	(b)	references in the Newco Registration Rights Agreement to: 

  

	 	(i)	“A Ordinary Shares” shall be to the A ordinary shares of $0.002 each in the capital of Newco; 

  

	 	(ii)	“Founder Shares” shall be to the founder ordinary shares of $0.002 each in the capital of Newco; 

  

	 	(iii)	“Series A Preferred Shares” shall be to the convertible series A preferred shares of $0.002 each in the capital of Newco; and 


 

	 	(iv)	“Series B Preferred Shares” shall be to the series B preferred shares of $0.002 each in the capital of Newco. 

  

	3.	Further assurances 

 At any time after the date of this deed each party shall, and shall
use its best endeavours (consistent with accepted commercial practice) to procure that any necessary third party associated with it shall, at the sole cost and expense of that party, execute and deliver all such deeds and documents in a form
reasonably satisfactory to the other parties and do such matters, acts and things as may reasonably be required for the purpose of giving effect to the intention set out in clause 2(a). 

 

	4.	Counterparts 

  

	4.1	This deed may be executed in any number of counterparts which together shall constitute one deed. Any party may enter into this deed by executing a counterpart and this deed shall not take effect until it has been
executed by all parties. 

  

	4.2	Delivery of an executed signature page of a counterpart by facsimile transmission or in AdobeTM Portable Document Format (PDF) sent by electronic mail shall take effect as delivery of an executed counterpart of this
deed. If either method is adopted, without prejudice to the validity of such deed, each party shall provide the others with the original of such page as soon as reasonably practicable thereafter. 


 

	5.	Governing law and jurisdiction 

 This deed (and any dispute, controversy, proceedings or
claim of whatever nature arising out of or in any way relating to this deed or its formation) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the courts of England in
connection with any such dispute, controversy, proceedings or claim. 

  
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 This deed has been executed and delivered by each of the parties as a deed on the date first written on the front
page of this deed. 
  

					
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by INSIGHT VENTURE PARTNERS VII, L.P.	    	)	 	
	By: its General Partner	    	)	 	
	Insight Venture Associates VII, L.P.	    	)	 	 /s/ illegible

	By: its General Partner	    	)	 	Director / Authorised Signatory
	Insight Venture Associates VII, Ltd.	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by INSIGHT VENTURE PARTNERS (CAYMAN)	    	)	 	
	VII, L.P.	    	)	 	
	By: its General Partner	    	)	 	
	Insight Venture Associates VII, L.P.	    	)	 	 /s/ illegible

	By: its General Partner	    	)	 	Director / Authorised Signatory
	Insight Venture Associates VII, Ltd.	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by INSIGHT VENTURE PARTNERS VII	    	)	 	
	(CO-INVESTORS), L.P.	    	)	 	
	By: its General Partner	    	)	 	
	Insight Venture Associates VII, L.P.	    	)	 	 /s/ illegible

	By: its General Partner	    	)	 	Director / Authorised Signatory
	Insight Venture Associates VII, Ltd.	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by INSIGHT VENTURE PARTNERS	    	)	 	
	(DELAWARE) VII, L.P.	    	)	 	
	By: its General Partner	    	)	 	
	Insight Venture Associates VII, L.P.	    	)	 	 /s/ illegible

	By: its General Partner	    	)	 	Director / Authorised Signatory
	Insight Venture Associates VII, Ltd.	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by INSIGHT VENTURE PARTNERS	    	)	 	
	COINVESTMENT FUND II, L.P.	    	)	 	
	By: its General Partner	    	)	 	
	Insight Venture Associates Coinvestment II, L.P.	    	)	 	 /s/ illegible

	By: its General Partner	    	)	 	Director / Authorised Signatory
	Insight Holdings Group, LLC	    		 	


  
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	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ Edward Thorogood

	by INDEX VENTURES V (JERSEY), L.P.	    	)	 	Edward Thorogood, Alternate Director
	By: its Managing General Partner:	    	)	 	
	Index Venture Associates V Limited	    	)	 	 /s/ Sinead Meehan

		    	)	 	Sinead Meehan
			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by INDEX VENTURES V PARALLEL	    	)	 	 /s/ Edward Thorogood

	ENTREPRENEUR FUND (JERSEY), L.P.	    	)	 	Edward Thorogood, Alternate Director
	By: its Managing General Partner:	    	)	 	
	Index Venture Associates V Limited	    	)	 	 /s/ Sinead Meehan

		    	)	 	Sinead Meehan
			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by YUCCA (JERSEY) SLP	    	)	 	
		    	)	 	
	By: Elian Employee Benefit 	    	)	 	
	Services Limited as Authorised Signatory	    	)	 	
	 of Yucca (Jersey) SLP in its capacity as
	    	)	 	 /s/ illegible

	administrator of the Index Co-Investment Scheme	    	)	 	Authorised Signatory – Elian Employee
		    	)	 	Benefit Services Limited
			
	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ Norman Fiore

	By DAWN ENTERPRISE CAPITAL	    	)	 	Authorised Signatory
	FUND LP acting by its general partner	    	)	 	
	DAWN CAPITAL LLP	    	)	 	
		    	)	 	 /s/ Haakon Overli

		    	)	 	Authorised Signatory
			
	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ illegible

	By DAWN MIMECAST	    	)	 	Director Clambake Limited
	(II) HOLDINGS LIMITED	    	)	 	
		    	)	 	
		    	)	 	 /s/ illegible

		    	)	 	Director/Secretary Cellar Limited


  
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	EXECUTED and DELIVERED as a DEED	    	)	 	
	by PETER BAUER in the	    	)	 	 /s/ Peter Bauer

	presence of:	    	)	 	
				
	witness signature	 	 /s/ Michelle L. Anzivino
	    		 	
				
	witness name	 	 Michelle L. Anzivino
	    		 	
				
	witness address	 	  
	    		 	
				
	witness occupation	 	  
	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by NEIL MURRAY in the	    	)	 	 /s/ Neil Murray

	presence of:	    	)	 	
				
	witness signature	 	 /s/ Sharon Boniface
	    		 	
				
	witness name	 	 Sharon Boniface
	    		 	
				
	witness address	 	  
	    		 	
				
	witness occupation	 	  
	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ illegible

	By BUTTERWORTH TRUST	    	)	 	Trustee
		 		    	)	 	
		 		    	)	 	
		 		    	)	 	 /s/ illegible

		 		    	)	 	Trustee
			
	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ Peter Campbell

	By MIMECAST LIMITED acting by a director	    	)	 	Director
	in the presence of:	    	)	 	
				
	witness signature	 	 /s/ Michelle L. Anzivino
	    		 	
				
	witness name	 	 Michelle L. Anzivino
	    		 	
				
	witness address	 	  
	    		 	
				
	witness occupation	 	  
	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ Peter Campbell

	By MIMECAST LIMITED	    	)	 	Director


  
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 SCHEDULE 1 

THE SHAREHOLDERS 
 Peter Bauer 

78 Main Street 
 Southborough, MA 01772 

Neil Murray 
 Stoke Gap House 

Ashton Road 
 Stoke Bruerne 

Northamptonshire 
 NN12 7AM 

Butterworth Trust 
 Rock House 

Sark 
 GY9 0SD 

Dawn Enterprise Capital Fund LP 
 C/o Dawn Capital LLP 

14 Buckingham Street 
 London 

WC2N 6DF 
 Dawn Mimecast (II) Holdings Limited 

PO Box 3175 
 Road Town 

Tortola 
 British Virgin Islands 

Index Ventures V (Jersey), L.P., 
 Index Ventures Associates V
Limited 
 Whiteley Chambers 
 Don Street 

St. Helier 
 Jersey 

JE4 9WG 
 Channel Islands 

Index Ventures V Parallel Entrepreneur Fund (Jersey), L.P. 

Index Ventures Associates V Limited 
 Whiteley Chambers 

Don Street 
 St. Helier 

Jersey 
 JE4 9WG 

Channel Islands 
 Yucca (Jersey) SLP 

C/o Elian Employee Benefit Services Limited 
 44 Esplanade 

St. Helier 
 Jersey 

JE4 9WG 
 Channel Islands 

For the Attention of Giles Johnstone - Scott 

  
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 With copies to: 

Index Venture S.A. 
 2 rue de Jargonnant 

1207 Geneva 
 Switzerland 

Fax: +41 22 737 0099 
 Attention: Andre Dabois 

Email: andre@indexventures.com 
 Insight Venture Partners VII,
L.P. 
 680 Fifth Avenue 
 New York, NY 10019 

Insight Venture Partners (Cayman) VII, L.P. 
 680 Fifth Avenue

 New York, NY 10019 
 Insight Venture Partners VII
(Co-Investors), L.P. 
 680 Fifth Avenue 
 New York, NY 10019

 Insight Venture Partners (Delaware) VII, L.P. 
 680 Fifth
Avenue 
 New York, NY 10019 
 Insight Venture Partners
Coinvestment Fund II, L.P. 
 680 Fifth Avenue 
 New York, NY
10019 

  
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