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 ANY APPLICABLE
STATE SECURITIES LAWS, AND, EXCEPT PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE
144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 
 WARRANT TO PURCHASE STOCK 

 

							
		 	 Corporation:
 Number of Shares:

Class of Stock:
 Warrant Price:

Issue Date:
 Expiration Date:
	  	 HUBSPOT, INC., a Delaware corporation

39,474
 Common Stock

$1.90 per share
 April 4, 2012

April 4, 2022 (Subject to Section 4.1)
	  	

 THIS WARRANT TO PURCHASE STOCK (THIS “WARRANT”) CERTIFIES THAT, for good and valuable consideration,
the receipt of which is hereby acknowledged, COMERICA BANK, a Texas banking association, or its assignee (“Holder”), is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the
“Shares”) of HUBSPOT, INC., a Delaware corporation (the “Company”) at the Warrant Price, all as set forth above and as adjusted pursuant to the terms 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 a duly executed Notice of Exercise in substantially the form attached as Appendix I to the principal office of the Company (or such other appropriate location as Holder is so instructed by the
Company). 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 [Intentionally Omitted] 

1.3 Delivery of Certificate and New Warrant. Within 30 days after Holder exercises this Warrant and 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 and has not expired, a new warrant representing the Shares not so acquired. 

1.4 Replacement of Warrants. In the case of loss, theft or destruction of this Warrant, upon delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Company or, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

 1.5 Acquisition of the Company. 

1.5.1 “Acquisition.” For the purpose of this Warrant, “Acquisition” means (a) any sale, lease,
license, or other disposition of all or substantially all of the assets (including intellectual property) of the Company by means of any transaction or series of related transactions, or (b) any reorganization, consolidation, acquisition,
merger, sale of the voting securities of the Company or any other transaction or series of related transactions where the holders of the Company’s securities before the transaction or series of related transactions beneficially own less than
50% of the outstanding voting securities of the surviving entity after the transaction or series of related transactions (excluding a transaction in which the Company sells and issues its capital stock to venture capital investors, exclusively for
capital raising purposes, in a bona fide round of preferred stock financing). 

  
 1 








 1.5.2 Treatment of Warrant in the Event of an Acquisition. The Company shall give Holder
written notice at least 20 days prior to the closing of any proposed Acquisition. The Company will use commercially reasonable efforts to cause (i) the acquirer of the Company, (ii) successor or surviving entity or (iii) parent entity
in an Acquisition (the “Acquirer”) to assume this Warrant as a part of the Acquisition. 
 (a) If the Acquirer
assumes this Warrant, then 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 shall be adjusted accordingly, and the Warrant Price and number and class of Shares shall continue to be subject to adjustment from time to time in accordance with the
provisions hereof. 
 (b) If the Acquirer refuses to assume this Warrant in connection with the Acquisition, the Company
shall give Holder an additional written notice at least ten (10) days prior to the closing of the Acquisition of such fact (the ‘‘Non-Assumption Notice”). In such event, notwithstanding any other provision of this Warrant to the
contrary, Holder may immediately exercise this Warrant in the manner specified in this Warrant with such exercise effective immediately prior to closing of the Acquisition. If the Company has provided a Non-Assumption Notice and Holder elects not to
exercise this Warrant, then this Warrant will terminate immediately prior to the later of (1) five (5) business days after delivery to Holder of the Non-Assumption Notice, and (2) the closing of
the Acquisition. 
 ARTICLE 2 

ADJUSTMENTS TO THE SHARES 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its common stock payable in common stock, or other
securities, or subdivides the outstanding common stock into a greater amount of common stock, 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 or subdivision occurred. 
 2.2
Reclassification, Exchange 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 other securities pursuant to the terms of the
Company’s Certificate of Incorporation. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new 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, the number of securities or property issuable upon exercise of the new warrant and expiration date. The provisions
of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 
 2.3
Adjustments for Combinations, Etc. If the outstanding Shares are combined or consolidated, by reclassification, reverse split or otherwise, into a lesser Number of Shares, the Warrant Price shall be proportionately increased and the number of
Shares issuable under this Warrant shall be proportionately decreased. If the outstanding Shares are subdivided, split or multiplied, by reclassification, a stock dividend resulting in the issuance of additional Shares or otherwise, into a greater
Number of Shares, the Warrant Price shall be proportionately decreased and the number of Shares issuable under this Warrant shall be proportionately increased. 

2.4 [Reserved]. 

  
 2 








 2.5 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation
or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, 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 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 2
against impairment. 
 2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall
promptly compute such adjustment, and furnish Holder with a certificate signed by 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. 

2.7 Fractional Shares. No fractional Shares shall be issuable upon exercise 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 of this Warrant, the Company shall eliminate such fractional share interest by paying Holder an amount computed by multiplying the fractional
interest by the fair market value, as determined by the Company’s Board of Directors, of a full Share. 
 ARTICLE 3 

REPRESENTATIONS AND COVENANTS OF THE COMPANY 

3.1 Representations and Warranties. The Company hereby represents and warrants to, and agrees with, the Holder as follows: 

3.1.1 The initial Warrant Price referenced on the first page of this Warrant is not greater than the lesser of the most recent
409A valuation of the Company‘s common stock and the fair market value of the Shares as of the date of this Warrant. 

3.1.2 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 in accordance with this Warrant, 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. 
 3.1.3 The Company’s capitalization table
delivered to Holder as of the Issue Date is true and complete in all material respects 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 its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro
rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of stock; or (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, then, in connection with each such event, the Company shall give Holder (l) at least 20 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 the holders of 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; and (2) in the case of the matters referred to in (c) and (d) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which
the holders of stock will be entitled to exchange their stock for securities or other property deliverable upon the occurrence of such event). Upon request, the Company shall provide Holder with such information reasonably necessary for Holder to
evaluate its rights as a holder of this Warrant or Warrant Shares in the case of matters referred to in (a), (b), (c) and (d) herein above. 

  
 3 








 3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares,
the Company shall deliver to the Holder, (a) promptly after mailing, copies of all communications, information and/or communiqués to the stockholders of the Company holding the same class of stock as the Shares, and (b) upon
Holder’s reasonable request, annual unaudited financial statements of the Company; provided, however the requirements of this clause (b) shall not apply at any time (i) if the Company is then delivering such information to Comerica
Bank pursuant to the requirements of a loan and security agreement or similar instrument, or (ii) while the Company is filing financial information generally available to the public with the SEC pursuant to the Securities Exchange Act of 1934,
as amended. In addition, and without limiting the generality of the foregoing, so long as the Holder holds this Warrant and/or any of the Shares, the Company shall afford to the Holder the same access to information concerning the Company and its
business and financial condition as would be afforded to a holder of the class of Shares under applicable state law and/or any agreement with any holder of the class of Shares. 

3.4 Registration Under the Act. The Company agrees that the Shares shall be deemed “Registrable Securities” and entitled to
“piggy back” and “S-3” registration rights in accordance with the terms of the that certain Third Amended and Restated Investors’ Rights Agreement between the Company and its investors, dated as of March 3, 2011 (the
“Agreement”), a copy of which is attached hereto as Exhibit C. The Company agrees that no amendments, waivers or modifications will be made to the Agreement which would have an adverse impact on Holder’s registration rights
under this provision unless such amendment, waiver or modification affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and
class as the Shares granted to Holder. Holder shall be deemed to be a party to the Agreement solely for the purpose of the above-mentioned registration rights. 

ARTICLE 4 

MISCELLANEOUS 
 4.1
Term; Exercise Upon Expiration. This Warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided, however, that if the Company completes its initial public
offering within the three-year period immediately prior to the Expiration Date, the Expiration Date shall automatically be extended until the third anniversary of the effective date of the Company’s initial public offering. The Company shall
give Holder written notice of Holder’s right to exercise this Warrant not less than 90 days before the Expiration Date. If the notice is not so given, the Expiration Date shall automatically be extended until 90 days after the date the Company
delivers such notice to Holder. The Company agrees that Holder may terminate this Warrant, upon notice to the Company, at any time in its sole discretion. 

4.2 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 ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

4.3 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. The Company
shall not require Comerica Bank (“Bank”) or a Bank Affiliate (as defined herein) to provide an opinion of counsel or investment representation letter if the transfer is to Bank’s parent company, Comerica Incorporated
(“Comerica”), or any other affiliate of Bank (“Bank Affiliate”). 

  
 4 








 4.4 Transfer Procedure. After receipt of the executed Warrant, Bank will transfer all of
this Warrant to Comerica Ventures Incorporated, a non-banking subsidiary of Comerica and a Bank Affiliate (“Ventures”). Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant or the Shares issuable
upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of this Warrant being transferred setting forth the name, address and taxpayer
identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable); provided, however, that Holder may transfer all or part of this Warrant to its affiliates,
including, without limitation, Ventures, at any time without notice or the delivery of any other instrument to the Company, and such affiliate shall then be entitled to all the rights of Holder under this Warrant and any related agreements, and the
Company shall cooperate fully in ensuring that any stock issued upon exercise of this Warrant is issued in the name of the affiliate that exercises this Warrant. The terms and conditions of this Warrant shall inure to the benefit of, and be binding
upon, the Company and the holders hereof and their respective permitted successors and assigns. 
 4.5 Notices. All notices and other
communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, or sent via a nationally recognized overnight courier
service, fee prepaid, or on the first business day after transmission by facsimile, at such address or facsimile number as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time
to time. Effective upon the receipt of executed Warrant and initial transfer described in Article 4.4 above, all notices to the Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a
transfer or otherwise: 
 Comerica Ventures Incorporated 

Attn: Warrant Administrator 

1717 Main Street, 5th Floor, MC 6406 

Dallas, Texas 75201 
 Facsimile
No.: (214) 462-4459 
 All notices to the Company shall be addressed as follows: 

HubSpot, Inc. 
 25 First Street,
2nd Floor 
 Cambridge, MA 02141 

Attn: Chief Financial Officer 

Facsimile No.: (617) 812-5820 

4.6 Amendments; Waiver. This Warrant and any term hereof may be amended, changed, waived, discharged or terminated only by an instrument
in writing signed by the patty against which enforcement of such amendment, change, waiver, discharge or termination is sought. 
 4.7
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. 
 4.8 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to its principles regarding conflicts of law. 
 [Remainder of
Page Left Blank] 

  
 5 








 4.9 Confidentiality. The Company hereby agrees to keep the terms and conditions of this
Warrant confidential. Notwithstanding the foregoing confidentiality obligation, the Company may disclose information relating to this Warrant as required by law, rule, regulation, court order or other legal authority, provided that (i) the
Company has given Holder at least ten (10) days’ notice of such required disclosure, and (ii) the Company only discloses information that is required, in the opinion of counsel reasonably satisfactory to Holder, to be disclosed. 

 

			
	HUBSPOT, INC.
		
	By:	 	/s/ David Skok
	Name:	 	David Skok
	Title:	 	CFO
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 



  
 6 








 APPENDIX I 

NOTICE OF EXERCISE 
 1.
The undersigned hereby elects to purchase                      shares of the            
stock of HUBSPOT, INC. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full. 

2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified
below: 
 Comerica Ventures Incorporated 

Attn: Warrant Administrator 
 1717
Main Street, 5th Floor, MC 6406 
 Dallas, Texas 75201 

Facsimile No. (214) 462-4459 

3. The undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a
view toward the resale or distribution thereof except in compliance with applicable securities laws. 
  

	
	 COMERICA VENTURES INCORPORATED or

Assignee

	
	 
	(Signature)
	
	 
	(Name and Title)
	
	 
	(Date)


  
 Appendix I 

Page 1 








 Exhibit A 

[Intentionally Omitted] 

  
 Exhibit A 

Page 1 








 Exhibit B 

[Intentionally Omitted] 

  
 Exhibit B 

Page 1 








 Exhibit C 

Registration Rights 
 Third Amended and Restated
Investors’ Rights Agreement, dated as of March 3, 2011–ATTACHED HERETO 

  
 Exhibit C 

Page 1