Waiver and Amendment No. 1 to the Amended and Restated Investors' Rights Agrmt



 Exhibit 4.4 
 WAIVER AND AMENDMENT NO. 1 TO 
 THE AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT, 
 THE AMENDED AND RESTATED VOTING AGREEMENT AND 

THE AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT 

THIS WAIVER AND AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, THE AMENDED AND
RESTATED VOTING AGREEMENT AND THE AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Amendment”) is made as of November 12, 2010, by and among RPX Corporation, a Delaware corporation
(the “Company”) and the undersigned holders of the Company’s capital stock (the “Stockholders”). 
 RECITALS 
 WHEREAS, the Company and the Stockholders are
parties to that certain Amended and Restated Investors’ Rights Agreement, that certain Amended and Restated Voting Agreement and that certain Amended and Restated First Refusal and Co-Sale Agreement, each dated July 15, 2009 (the
“Investors’ Rights Agreement,” the “Voting Agreement” and the “Co-Sale Agreement,” respectively, and together, the “Transaction Documents”); 

WHEREAS, pursuant to Section 3.8 of the Investors’ Rights Agreement, the Investors’ Rights Agreement may
be amended only with the written consent of (i) the Company and (ii) the holders of at least fifty-five percent (55%) of the Registrable Securities (as defined in the Investors’ Rights Agreement); 

WHEREAS, pursuant to Section 16 of the Voting Agreement, the Voting Agreement may be amended only with the written
consent of (i) the Company, (ii) the holders of a majority of the then outstanding voting securities held by the Founders (as defined in the Voting Agreement) who are then providing services to the Company as an employee or consultant and
(iii) the holders of at least fifty-five percent (55%) of the then outstanding voting securities held by the Investors (as defined in the Voting Agreement); 

WHEREAS, pursuant to Section 10 of the Co-Sale Agreement, the Co-Sale Agreement may be amended only with the written
consent of (i) the Company, (ii) the Founders (as defined in the Co-Sale Agreement) holding a majority of the Common Stock of the Company then held by the Founders who are then providing services to the Company as an employee or consultant
and (iii) Investors (as defined in the Co-Sale Agreement) holding at least fifty-five percent (55%) of the Common Stock issuable or issued upon conversion of the shares of Preferred Stock; 

WHEREAS, the Company is selling shares of Series C Preferred Stock to certain of the Stockholders; 

WHEREAS, the Company and the Stockholders desire to amend the Transaction Documents as set forth herein to include shares
of Series C Preferred Stock in the definitions of Preferred Stock; and 







 WHEREAS, the Stockholders represent the voting power required under each of
the Transaction Documents to amend the Transaction Documents. 
 NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the following: 
 1. Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the respective Transaction Documents, as applicable. 

2. Amendment to the Investors’ Rights Agreement. 

(a) Pursuant to Section 3.8 of the Investors’ Rights Agreement, the definition of “Preferred Stock,”
as set forth in the recitals of the Investors’ Rights Agreement, is hereby amended and restated to include the following: Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. 

(b) Pursuant to Section 3.8 of the Investors’ Rights Agreement and upon the execution of a counterpart
signature page, Schedule A of the Investors’ Rights Agreement is hereby amended to add SLF Partners ‘10, LLC as a party, such that SLF Partners ‘10, LLC shall be deemed an Investor under the Investors’ Rights Agreement,
with all accompanying rights, privileges and obligations. 
 3. Amendments to the Voting Agreement.

 (a) Pursuant to Section 16 of the Voting Agreement, the definition of “Preferred Stock,” as
set forth in the first paragraph of the Voting Agreement, is hereby amended and restated to include the following: Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. 

(b) Pursuant to Section 16 of the Voting Agreement and upon the execution of a counterpart signature page,
Schedule A of the Voting Agreement is hereby amended to add SLF Partners ‘10, LLC as a party, such that SLF Partners ‘10, LLC shall be deemed an Investor under the Voting Agreement, with all accompanying rights, privileges and
obligations. 
 4. Amendments to the Co-Sale Agreement. Pursuant to Section 10 of the Co-Sale
Agreement and upon the execution of a counterpart signature page, Exhibit A of the Co-Sale Agreement is hereby amended to add SLF Partners ‘10, LLC as a party, such that SLF Partners ‘10, LLC shall be deemed an Investor under the
Co-Sale Agreement, with all accompanying rights, privileges and obligations. 
 5. Waiver of Right of First
Offer. Each of the undersigned Stockholders who is a Major Investor (as defined in the Investors’ Rights Agreement) hereby irrevocably waives, on behalf of itself and all other Major Investors, the right of first offer set forth in
Section 2.4 of the Investors’ Rights Agreement, and all related notice periods or notice rights, with respect to the issuance of Series C Preferred Stock pursuant to the Series C Preferred Stock Purchase Agreement on or about the date
hereof. 

  
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 6. Waiver of Right of First Refusal and Co-Sale. Each of the
undersigned Stockholders who is an Investor (as defined in that certain Amended and Restated First Refusal and Co-Sale Agreement, dated July 15, 2009 (the “Co-Sale Agreement”)) hereby irrevocably waives, on behalf of itself and
all other Investors, and their successors and assigns, all rights to notice, rights of first refusal and co-sale rights set forth in Sections 2 and 3 of the Co-Sale Agreement or otherwise, with respect to the repurchase of 488,433 shares of Common
Stock by the Company from certain stockholders of the Company on or about the date hereof. 
 7. Effect of
Amendment. Except as amended as set forth above, the Transaction Documents shall continue in full force and effect. 
 8. Counterparts. This Amendment may be signed in counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed one and the same document. 

9. Governing Law. This Amendment shall be governed by and construed under the laws of the State of California as
applied to agreements among California residents entered into and to be performed entirely within California. 
 [Remainder of
Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment
No. 1 to the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Voting Agreement and the Amended and Restated First Refusal and Co-Sale Agreement as of the date first above written. 

 

							
		 		  	 RPX CORPORATION

				
		 		  	 By:
	  	 /s/ John Amster

		 		  	 Name:
	  	 John A. Amster

		 		  	 Title:
	  	 Chief Executive Officer

			
		 	 Address:
	  	 One Market Plaza

		 		  	 Steuart Tower

		 		  	 Suite 700

		 		  	 San Francisco, CA 94105

			
		 		  	 STOCKHOLDER

			
		 		  	 /s/ John Amster

		 		  	 JOHN A. AMSTER

		 		  	 [Address]



  

SIGNATURE PAGE TO THE WAIVER AND
AMENDMENT NO. 1 TO 
 THE INVESTORS’
RIGHTS AGREEMENT, THE VOTING AGREEMENT 

AND THE CO-SALE AGREEMENT OF RPX
CORPORATION 








 IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment
No. 1 to the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Voting Agreement and the Amended and Restated First Refusal and Co-Sale Agreement as of the date first above written. 

 

					
		 		  	 STOCKHOLDERS:

			
		 		  	 /s/ Geoffrey T. Barker

		 		  	 GEOFFREY T. BARKER

		 		  	 [Address]

			
		 		  	 /s/ Eran Zur

		 		  	 ERAN ZUR

		 		  	 [Address]



  

SIGNATURE PAGE TO THE WAIVER AND
AMENDMENT NO. 1 TO 
 THE INVESTORS’
RIGHTS AGREEMENT, THE VOTING AGREEMENT 

AND THE CO-SALE AGREEMENT OF RPX
CORPORATION 








 IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment
No. 1 to the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Voting Agreement and the Amended and Restated First Refusal and Co-Sale Agreement as of the date first above written. 

 

							
		  		  	 STOCKHOLDERS:

			
		  		  	 INDEX VENTURES GROWTH I
 (JERSEY), L.P

			
		  		  	 By: its Managing General Partner:

		  		  	 Index Venture Growth Associates I Limited

				
		  		  	 By:
	  	 /s/ Ian Henderson

		  		  		  	 Ian Henderson and/or Nigel Greenwood

		  		  		  	
Director                            
        Director

			
		  		  	 INDEX VENTURES GROWTH I
 PARALLEL ENTREPRENEUR FUND (JERSEY), L.P

			
		  		  	 By: its Managing General Partner:

		  		  	 Index Venture Growth Associates I Limited

				
		  		  	 By:
	  	 /s/ Ian Henderson

		  		  		  	 Ian Henderson and/or Nigel Greenwood

		  		  		  	
Director                            
        Director

			
		  	 Address:
	  	 Index Venture Growth Associates I Limited

		  		  	 No 1 Seaton Place

		  		  	 St Helier

		  		  	 Jersey JE4 8YJ

		  		  	 Channel Islands

		  		  	 Attention: Nicky Barthorp



  

SIGNATURE PAGE TO THE WAIVER AND
AMENDMENT NO. 1 TO 
 THE INVESTORS’
RIGHTS AGREEMENT, THE VOTING AGREEMENT 

AND THE CO-SALE AGREEMENT OF RPX
CORPORATION 








 IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment
No. 1 to the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Voting Agreement and the Amended and Restated First Refusal and Co-Sale Agreement as of the date first above written. 

 

							
		 		  	 STOCKHOLDERS:

			
		 		  	 INDEX VENTURES IV (JERSEY), L.P

			
		 		  	 By: its Managing General Partner:

		 		  	 Index Venture Associates IV Limited

				
		 		  	 By:
	  	 /s/ Tamara Williams

		 		  		  	 Tamara Williams

		 		  		  	 Alternate Director

			
		 		  	 INDEX VENTURES IV PARALLEL
 ENTREPRENEUR FUND (JERSEY), L.P

			
		 		  	 By: its Managing General Partner:

		 		  	 Index Venture Associates IV Limited

				
		 		  	 By:
	  	 /s/ Tamara Williams

		 		  		  	 Tamara Williams

		 		  		  	 Alternate Director

			
		 	 Address:
	  	 Index Venture Associates IV Limited

Whiteley Chambers

Don Street
 St
Helier
 Jersey JE4 9WG
 Channel Islands
 Attention: Giles Johnstone-Scott



  

SIGNATURE PAGE TO THE WAIVER AND
AMENDMENT NO. 1 TO 
 THE INVESTORS’
RIGHTS AGREEMENT, THE VOTING AGREEMENT 

AND THE CO-SALE AGREEMENT OF RPX
CORPORATION 








 IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment
No. 1 to the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Voting Agreement and the Amended and Restated First Refusal and Co-Sale Agreement as of the date first above written. 

 

							
		 		 	STOCKHOLDERS:
			
		 		 	 CHARLES RIVER PARTNERSHIP XIII,
 LP

			
		 		 	 By: Charles River XIII GP, LP

		 		 	 Its General Partner

				
		 		 	 By:
	  	 Charles River XIII GP, LLC

		 		 		  	 Its General Partner

				
		 		 	 By:
	  	 /s/ Izhar Armony

		 		 		  	 Izhar Armony

		 		 		  	 Authorized Manager

			
		 		 	CHARLES RIVER FRIENDS XIII-A, LP
		 		 	 By: Charles River XIII GP, LLC

		 		 	 Its General Partner

				
		 		 	 By:
	  	 /s/ Izhar Armony

		 		 		  	 Izhar Armony

		 		 		  	 Authorized Manager

			
		 	 Address:
	 	 1000 Winter Street, Suite 3300

		 		 	 Waltham, MA 02451

		 		 	 with a copy to: Sarah Reed



  

SIGNATURE PAGE TO THE WAIVER AND
AMENDMENT NO. 1 TO 
 THE INVESTORS’
RIGHTS AGREEMENT, THE VOTING AGREEMENT 

AND THE CO-SALE AGREEMENT OF RPX
CORPORATION 








 IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment
No. 1 to the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Voting Agreement and the Amended and Restated First Refusal and Co-Sale Agreement as of the date first above written. 

 

					
		  	STOCKHOLDER:
		
		  	KPCB HOLDINGS, INC., AS NOMINEE
			
		  	 By:
	  	 /s/ Eric J. Keller

		  		  	 Name: Eric J. Keller

		  		  	 Its:       President



					
			
		  	 Address:
	  	 2750 Sand Hill Road
 Menlo Park, CA 94025



  

SIGNATURE PAGE TO THE WAIVER AND
AMENDMENT NO. 1 TO 
 THE INVESTORS’
RIGHTS AGREEMENT, THE VOTING AGREEMENT 

AND THE CO-SALE AGREEMENT OF RPX
CORPORATION 








 IN WITNESS WHEREOF, the parties have executed this Waiver and Amendment
No. 1 to the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Voting Agreement and the Amended and Restated First Refusal and Co-Sale Agreement as of the date first above written. 

 

							
		 		 	 STOCKHOLDER:

			
		 		 	 STEVEN L. FINGERHOOD IRA
 ROLLOVER

				
		 		 	 By:
	  	 /s/ Steven L. Fingerhood

		 		 	 Name:
	  	 Steven L. Fingerhood

		 		 	 Title:
	  	 Authorized Signatory

			
		 	 Address:
	 	 Steven L. Fingerhood IRA Rollover

		 		 	 JPMCC Custodian

		 		 	 One Ferry Building, Suite 255

		 		 	 San Francisco, CA 94111



  

SIGNATURE PAGE TO THE WAIVER AND
AMENDMENT NO. 1 TO 
 THE INVESTORS’
RIGHTS AGREEMENT, THE VOTING AGREEMENT 

AND THE CO-SALE AGREEMENT OF RPX
CORPORATION