Exhibit
4.5


 


RIGHTNOW
TECHNOLOGIES, INC.


 


AMENDMENT
TO AMENDED AND RESTATED INVESTORS’ RIGHTS

AGREEMENT


 


This Amendment to Amended
and Restated Investors’ Rights Agreement (the “Amendment Agreement”) is entered into as of October 19,
2001, by and among RightNow Technologies, Inc., Delaware corporation (the “Company”), certain holders of Series A
Preferred Stock of the Company (the “Series A
Investors”), certain holders of Series B Preferred Stock of the
Company (the “Series B Investors”)
as listed on the signature page hereto (collectively the “Investors” and individually an “Investor”) and Mitsui & Co., Ltd. (“Mitsui”).


 


Recitals


 


A.                                  
In connection with
the prior issuance of its outstanding Series A Preferred Stock (the “Series A Preferred Stock”) to the Series A
Investors, the Company entered into the Investors’ Rights Agreement dated as of
December 13, 1999 (the “Original
Investors’ Rights Agreement”) pursuant to which the Company granted
the Series A Investors certain registration, first refusal, information and
other rights.


 


B.                                    
In connection with
the prior issuance of its outstanding Series B Preferred Stock (the “Series B Preferred Stock”) to the Series B
Investors, the Series A Investors and the Series B Investors entered into the
Amended and Restated Investors Rights Agreement dated as of December 14,
2000 (the “Amended and Restated Investors’
Rights Agreement”).


 


C.                                    
The Company and
Mitsui and Robert J. Ryan (“Ryan”)
are parties to a Series B Preferred Stock Purchase Agreement dated as of
October 19, 2001 (the “Mitsui Agreement”)
, pursuant to which the Company shall issue and sell and aggregate of 343,334
shares of its Series B Preferred Stock to Mitsui and Ryan.


 


D.                                   
The execution of this
Amendment Agreement is a condition to the closing of the transactions
contemplated by the Series B Agreement.


 


E.                                     
The Company, the Series
A Investors, the Series B Investors and Mitsui wish to enter into this
Amendment Agreement to amend the Amended and Restated Investors’ Rights
Agreement to include Mitsui as a party to such agreement.


 


F.                                     
Capitalized terms not
otherwise defined herein shall have the meanings assigned to those terms in the
Amended and Restated Investors’ Rights Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual promises and covenants contained
herein, the parties hereby agree as follows:


 

















 


1.                                     
Amendment
of Amended and Restated Investors’ Right Agreement to Make Mitsui a Party.


 


(a)                                 
The Amended and
Restated Investors’ Rights Agreement  is hereby amended to provide that
Mitsui is specifically included within the definition of the terms (i) “Series
B Investors,” (ii) “Investors” or “Investor” and (iii) “Holder” and the shares
of Series B Preferred Stock (and the shares of common stock of the Company
issuable or issued upon conversion of such shares of Series B Preferred Stock
being purchased by Mitsui) being purchased by Mitsui are specifically included
in the definition of “Registrable Securities,” in all cases as such terms are
defined in the Amended and Restated Investors’ Rights Agreement.


 


(b)                                
Exhibit A to the
Amended and Restated Investors’ Rights Agreement is hereby amended to add the
following under the caption “Series B Investors”:


 


	
  Mitsui & Co, Ltd.

  
	
  Address:  2-1
  Ohtemachi 1-Chome

  
	
  Cyidyoda-ku, Tokyo
  100-0004

  
	
  Fax:81.3.3233.2150

  



 


2.                                     
Consent
to Amendment Agreement.  In accordance with Section 6.7 of the Amended and Restated
Investors’ Rights Agreement, the Company and the holders of not less than a
majority of the Registrable Securities hereby consent to the amended to the
Amended and Restated Investors’ Rights Agreement as contemplated by this
Amendment Agreement.


 


3.                                     
Waiver of Rights under Amended and Restated Investors’ Rights Agreement.  In connection with the issuance
of the shares of Series B Preferred Stock to Mitsui and in accordance with
Section 4 of the Amended and Restated Investors’ Rights Agreement, the
undersigned, representing not less than a majority of the Registrable
Securities, hereby waive notice of and any right of first refusal granted to
the Holders of the Registrable Securities pursuant to Section 4.1 of the
Amended and Restated Investors’ Rights Agreement.


 


4.                                     
General Provisions.


 


(a)                                 
Except for the
amended provisions described herein, all other terms and provisions of the
Amended and Restated Investors’ Rights Agreement continue in full force and
effect according to the provisions thereof and all references therein to such
Amended and Restated Investors’ Rights Agreement shall henceforth refer to the
Amended and Restated Investors’ Rights Agreement as amended by this Amendment
Agreement.  This Amendment Agreement shall be deemed incorporated into,
and a part of, the Amended and Restated Investors’ Rights Agreement.


 


(b)                                
The titles of the
paragraphs and subparagraphs of this Amendment Agreement are for convenience of
reference only and are not to be considered in construing this Amendment
Agreement.


 


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


 


(d)                                
This Amendment
Agreement and the Amended and Restated Investors’ Rights Agreement constitute
the full and entire understanding and agreement between the parties with


 


2

















 


respect to the subject matter hereof and supersede all
prior agreements with respect to the subject matter hereof.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Amendment Agreement as of the date set forth
in the first paragraph hereof.


 


	
  COMPANY:

  	
   

  
	
  RIGHTNOW
  TECHNOLOGIES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREG R. GIANFORTE

  	
   

  	
   

  
	
  Greg R. Gianforte,
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
  MITSUI:

  	
   

  
	
   

  	
   

  
	
  MITSUI
  & CO., LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ KENICHI YAMAMOTO

  	
   

  	
   

  
	
  Kenichi Yamamoto,
  General Manager

  	
   

  
	
   

  	
   

  
	
  INVESTORS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SUMMIT ACCELERATOR
  FUND, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREGORY M. AVIS

  	
   

  	
   

  
	
  SUMMIT ACCELERATOR PARTNERS, L.L.C.

  Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREGORY M. AVIS

  	
   

  	
   

  
	
  Summit Accelerator
  Management, L.P., A Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREGORY M. AVIS

  	
   

  	
   

  
	
  Summit Accelerator
  Management, L.L.C.

  Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREGORY M. AVIS

  	
   

  	
   

  
	
  A Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


3

















 


	
  SUMMIT ACCELERATOR
  FUND, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREGORY M. AVIS

  	
   

  	
   

  
	
  SUMMIT ACCELERATOR PARTNERS, L.L.C.

  Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREGORY M. AVIS

  	
   

  	
   

  
	
  Summit Accelerator
  Management, L.P.

  A Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREGORY M. AVIS

  	
   

  	
   

  
	
  Summit Accelerator
  Management, L.L.C.

  Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREGORY M. AVIS

  	
   

  	
   

  
	
  A Managing Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SUMMIT ACCELERATOR
  FUND, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREGORY M. AVIS

  	
   

  	
   

  
	
  SUMMIT ACCELERATOR PARTNERS, L.L.C.

  Its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREGORY M. AVIS

  	
   

  	
   

  
	
  Summit Accelerator
  Management, L.P.

  A Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ GREGORY M. AVIS

  	
   

  	
   

  
	
  Summit Accelerator
  Management, L.L.C.

  	
   

  
	
  Its General Partner

  	
   

  



 


4

















 


	
  By:

  	
   

  	
   

  	
   

  
	
  A Managing Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GREYLOCK IX LIMITED
  PARTNERSHIP

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Greylock IX GP Limited Partnership,

  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ DONALD A. SULLIVAN

  	
   

  	
   

  
	
   

  	
   

  	
  Donald A. Sullivan,
  Administrative Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GREYLOCK X LIMITED
  PARTNERSHIP

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Greylock X GP Limited Partnership,

  its general partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ DONALD A. SULLIVAN

  	
   

  	
   

  
	
   

  	
   

  	
  Donald A. Sullivan,
  Administrative Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GREYLOCK X-A LIMITED
  PARTNERSHIP

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Greylock X GP Limited Partnership,

  its general partner

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ DONALD A. SULLIVAN

  	
   

  	
   

  
	
   

  	
  Donald A. Sullivan,
  Administrative Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ ROBERT J. RYAN

  	
   

  	
   

  
	
  Robert J. Ryan

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ GREG R. GIANFORTE

  	
   

  	
   

  
	
  Greg R. Gianforte

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ WILLIAM J. LANSING

  	
   

  	
   

  
	
  William J. Lansing

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


5

















 


	
  /s/ MARGARET L. TAYLOR

  	
   

  	
   

  
	
  Margaret L. Taylor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ SUSAN J. CARSTENSEN

  	
   

  	
   

  
	
  Susan J. Carstensen

  	
   

  



 


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