Amendment and Waiver to Amended and Restated Investor Rights Agreement



 Exhibit 4.3 

AMENDMENT AND WAIVER 

TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 

This Amendment and Waiver to Amended and Restated Investor Rights Agreement (the “Amendment”) is made and entered into
effective March 31, 2010 by and among Ellie Mae, Inc., a Delaware corporation (the “Company”), and the persons holding the majority of the outstanding Registrable Securities and set forth on the signature pages hereto (the
“Majority Holders”). 
 RECITALS 

WHEREAS, the Company’s predecessor, Ellie Mae, Inc., a California corporation (the “Predecessor”), and the Majority
Holders are party to that Amended and Restated Investor Rights Agreement, dated December 21, 2005 (the “Investor Rights Agreement”) (capitalized terms used but not defined herein have the meaning ascribed to them in the
Agreement); 
 WHEREAS, the Company became party to the Investor Rights Agreement by operation of law upon the reincorporation
of the Predecessor as the Company effective November 30, 2009; 
 WHEREAS, under Section 6.2 of the Investor Rights
Agreement, the Company and Holders of at least a majority of the Registrable Securities (as such term is defined in the Investor Rights Agreement) may amend, on behalf of all other holders of Registrable Securities, terms of the Investor Rights
Agreement; 
 WHEREAS, the Majority Holders hold at least a majority of the Registrable Securities; and 

WHEREAS, the Majority Holders and the Company now desire to amend the Investor Rights Agreement. 

AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows: 

 

	 	1.	Section 3.1 of the Investor Rights Agreement shall be amended and restated in its entirety to read as follows: 


3.1 “New Securities”. For purposes of this Section 3, the term “New Securities” shall mean shares of
Common Stock, Preferred Stock or any other class of capital stock of the Company, whether or not now authorized, securities of any type that are convertible into shares of such capital stock, and options, warrants or rights to acquire shares of such
capital stock. Notwithstanding the foregoing, the term “New Securities” shall not include: (a) securities issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series G-2 Preferred Stock or Series H Preferred Stock; (b) securities offered to the public pursuant to a registration statement filed under the Securities
Act; (c) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets, or other reorganization whereby the Company owns not less than 51% of the voting power of such
corporation; (d) up to an aggregate of 12,250,000 shares of Common Stock (or related options) issued or issuable at any time to officers, directors, 







 
employees or consultants of the Company, pursuant to any stock grant, stock option plan or stock purchase plan or other stock incentive agreement or arrangement approved by the Board of Directors
(which figure shall include any options outstanding on the date hereof); (e) securities issued in connection with equipment lease or working capital debt financings, so long as the number of securities so issued does not exceed one percent of
the then outstanding capital stock of the Company; (f) convertible securities issued in connection with business or partnership relationships with third parties designed to incentivize such third parties; (g) shares of Common Stock or
Preferred Stock issued in connection with any stock split, stock dividend or recapitalization of the Company; and (h) shares of the Company’s capital stock issued pursuant to Exchange Agreements (as such term is defined in the
Company’s Amended and Restated Certificate of Incorporation). 
  

	 	2.	Each of the undersigned hereby waives on its behalf and on behalf of all Holders of Registrable Securities any provision, right, requirement, or obligation existing in
or arising from Section 3 of the Investor Rights Agreement with respect to any issuance of shares of capital stock by the Company prior to the date of this Amendment. 


 

	 	3.	From and after the date of this Amendment, the Investor Rights Agreement is amended by this Amendment. Except as expressly amended pursuant hereto, the Investor Rights
Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. 

  

	 	4.	This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. 

  

	 	5.	This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 


[SIGNATURE PAGES FOLLOW] 
  

 2 








 The parties have executed this Amendment as of the date first set forth above. 

 

									
	COMPANY:	 		 		 	 ELLIE MAE, INC.,

a Delaware corporation

					
		 		 		 	By:	 	 /s/ Sigmund Anderman

		 		 		 	Name:	 	Sigmund Anderman
		 		 		 	Title:	 	President and Chief Executive Officer


Signature Page to Amendment to Amended and Restated Investor Rights Agreement 







 MAJORITY STOCKHOLDERS: 

 

			
	Alta California Partners II, LP
	
	By:	 	Alta California Management Partners II, LLC it General Partner
		
	By:	 	 /s/ Guy Nohra

	Name:	 	Guy Nohra
	Title:	 	Member
	
	Alta California Partners II, LP – New Pool
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Alta Embarcadero Partners II, LLC
		
	By:	 	 /s/ Guy Nohra

	Name:	 	Guy Nohra
	Title:	 	Member
	
	AMA98 Corporate, L.P.
	AMA98 Investors, L.P.
	AMA98 Partners, L.P.
	AMA98 Ventures, L.P.
		
	By:	 	 /s/ Tony Di Bona

		 	Managing Member of Alloy Ventures 1998, LLC the general partner of AMA98 Corporate, LP, AMA98 Investors, LP, AMA98 Partners LP, AMA98 Ventures, LP
	
	Charter Legacy, LLC
		
	By:	 	 /s/ ELIZABETH HAMMACK

	Name:	 	ELIZABETH HAMMACK
	Title:	 	EVP


 Signature Page to Amendment
to Amended and Restated Investor Rights Agreement 








			
	Dobkin Family Foundation
		
	By:	 	 /s/ Eric Dobkin

	Name:	 	Eric Dobkin
	Title:	 	Trustee
	
	Eric S. Dobkin
		
	By:	 	 /s/ Eric Dobkin

	Name:	 	Eric Dobkin
	Title:	 	
	
	Fannie Mae
		
	By:	 	 /s/ PHILSON LESCOTT    4-9-10

	Name:	 	PHILSON LESCOTT
	Title:	 	VP, SF Customer Technology Officer
	
	Frank J. and Paula C. Schultz 1989 Revocable Trust
		
	By:	 	 /s/ Frank J. Schultz

	Name:	 	
	Title:	 	Trustee
	
	Charles Schwab & Co., Inc. fbo Frank Schultz IRA
		
	By:	 	 /s/ Frank J. Schultz

	Name:	 	
	Title:	 	
	
	Charles Schwab & Co., Inc. fbo Frank Schultz Roth IRA
		
	By:	 	 /s/ Frank J. Schultz

	Name:	 	
	Title:	 	


 Signature Page to Amendment to Amended and Restated Investor Rights Agreement









			
	Genworth Financial Services, Inc.
		
	By:	 	 /s/ Georgette C. Nicholas

	Name:	 	Georgette C. Nicholas
	Title:	 	CFO & SVP
	
	GKM SBIC, L.P.
		
	By:	 	 /s/ David M. Stastny

	Name:	 	David M. Stastny
	Title:	 	Gr Managing Member of GKM SBIC Mgmt, LLC
	
	Hotung Venture Capital Corporation
		
	By:	 	 /s/ Tsui-Hui Huang

	Name:	 	Tsui-Hui Huang
	Title:	 	President
	
	Chung-Shan II Venture Capital Corporation
		
	By:	 	 /s/ Shan-Hui Tseng

	Name:	 	
	Title:	 	President
	
	Shengtung Venture Capital Corporation
		
	By:	 	 /s/ Tsui-Hui Huang

	Name:	 	Tsui-Hui Huang
	Title:	 	President
	
	Industry Ventures Fund IV, L.P.
		
	By:	 	 /s/ Justin Burden

	Name:	 	Justin Burden
	Title:	 	Member


 Signature Page to
Amendment to Amended and Restated Investor Rights Agreement 








			
	PMI Mortgage Insurance Co.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	The First American Corporation
		
	By:	 	 /s/ Anthony S. Piszel

	Name:	 	Anthony S. Piszel
	Title:	 	CFO
	
	The Pidwell Family Living Trust dated 6/25/87
		
	By:	 	 /s/ David W. Pidwell

	Name:	 	David W. Pidwell
	Title:	 	Trustee
	
	Daniel I. Rubin
		
	By:	 	 /s/ Daniel I. Rubin

	Name:	 	
	Title:	 	
	
	W Capital Partners II, L.P.



			
		
	By:	 	WCP GP II, L.P. its General Partner
	By:	 	WCP GP II, LLC its General Partner
		
	By:	 	 /s/ Stephen Wertheimer

		 	Stephen Wertheimer
		 	Managing Member


 Signature Page to
Amendment to Amended and Restated Investor Rights Agreement