exv4w6






Exhibit 4.6




FIRST AMENDMENT TO VOTING AGREEMENT




     THIS FIRST AMENDMENT TO VOTING AGREEMENT (this “Amendment”) is made as of the 10th
day of October, 2007 among QLIK TECHNOLOGIES INC. (the “Company”), QLIKTECH INTERNATIONAL
AB (the “Subsidiary”) and the undersigned stockholders of the Company, and amends that
certain Voting Agreement dated as of November 17, 2004, by and among the Company, the Subsidiary,
and the stockholders of the Company party thereto (the “Voting Agreement”).



Background




     WHEREAS, the parties desire to amend the Voting Agreement as provided below; and



     WHEREAS, Section 17 of the Voting Agreement provides that any term thereof may be amended and
the observance of any term thereof may be waived (either generally or in a particular instance and
either retroactively or prospectively) only with the written consent of: (a) the Company, (b) the
Subsidiary, (c) the holders of a majority of the then outstanding Common Stock held by the Parties,
and (d) the Investors constituting the Approving Preferred.



     ACCORDINGLY, in consideration of the mutual covenants set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agree as follows:



     1. Amendments to Voting Agreement. The Voting Agreement is hereby amended as follows:



          (a) Subclause (c) of the second recital of the Voting Agreement is hereby deleted in its
entirety and replaced with the following:





     “(c) the holders of Common Stock and holders of shares of Preferred
Stock (on an as converted to Common Stock basis), voting together as a
class, shall be entitled to elect any remaining members of the Board (the
“Remaining Directors”);”



          (b) Section 2 of the Voting Agreement is hereby deleted in its entirety and replaced with the
following:





     “2. Board Size. The holders of Investor Shares and Common
Holder Shares shall vote at a regular or special meeting of stockholders (or
by written consent) such shares that they own (or as to which they have
voting power) to ensure that the size of the Board and the Subsidiary Board
shall be set and remain at no less than six (6) directors and no more than
eight (8) directors; provided, however, that the size of each such board may
be subsequently increased or decreased pursuant to an amendment of this
Agreement in accordance with Section 17 hereof.”



 









 





          (c) Section 3(a)(iii) of the Voting Agreement is hereby deleted in its entirety and replaced
with the following:





          “(iii) In any election of the directors of the Company to elect the
Remaining Directors, the Investors and the Common Holders shall each vote at
any regular or special meeting of the stockholders (or by written consent)
the voting securities of the Company then owned by them (or as to which they
then have voting power) to elect the Remaining Directors in accordance with
the Restated Certificate and the Company’s Bylaws; provided, however, that
the Investors and the Common Holders shall each vote the voting securities
of the Company then owned by them (or as to which they then have voting
power) as may be necessary to elect two of such Remaining Directors as
follows: (A) the Company’s Chief Executive Officer (as appointed by the
Board from time to time) and (B) an individual having relevant industry
experience relating to the Company’s business who is approved by each of the
other members of the Board.”



          (c) Section 3(b)(iii) of the Voting Agreement is hereby deleted in its entirety and replaced
with the following:





          “(iii) In any election of the directors of the Subsidiary to elect the
Subsidiary Remaining Directors, the Investors and the Common Holders shall
each vote at any regular or special meeting of the stockholders (or by
written consent) the voting securities of the Company then owned by them (or
as to which they then have voting power) to elect the Subsidiary Remaining
Directors in accordance with the Restated Certificate and the Company’s
Bylaws; provided, however, that the Investors and the Common Holders shall
each vote the voting securities of the Company then owned by them (or as to
which they then have voting power) as may be necessary to elect two of such
Subsidiary Remaining Directors as follows: (A) the Subsidiary’s Chief
Executive Officer (as appointed by the Board from time to time) and (B) an
individual having relevant industry experience relating to the Subsidiary’s
business who is approved by each of the other members of the Subsidiary
Board.”



     3. Defined Terms. Capitalized terms used and not defined herein have the meanings
ascribed thereto in the Voting Agreement.



     4. Continuing Validity of Voting Agreement. Except as amended hereby, the Voting
Agreement shall continue in full force and effect subject to the terms and conditions thereof.



     5. Governing Law. This Amendment will be governed by and construed in accordance with
the laws of the State of North Carolina, without giving effect to its conflict of laws provisions.



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



[Signature page(s) follows]






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     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above
written.



	 	 	 	 	 
	QLIK TECHNOLOGIES INC.

 	 	 
	By:  	/s/
Måns Hultman
 	 	 
	 	Print Name: 
	 	 
	 	Title:  	 	 	 
	 
	QLIKTECH INTERNATIONAL AB

 	 	 
	By:  	/s/ Måns Hultman
 	 	 
	 	Print Name: 
	 	 
	 	Title:  	 	 	 
	 
	ACCEL EUROPE L.P.

 	 	 
	By:  	Accel Europe Associates, L.P.
 	 	 
	 	Its General Partner 	 	 
	 	 	 	 
	 	 	 
	By:  	Accel Europe Associates, L.L.C.
 	 	 
	 	Its General Partner 	 	 
	 	 	 	 
	 	 	 
	By:  	/s/ Bruce Golden
 	 	 
	 	Print Name:
	 	 
	 	Title:  	 	 	 
	 
	ACCEL EUROPE INVESTORS 2004 L.P.

 	 	 
	By:  	/s/ Bruce Golden
 	 	 
	 	Print Name:
	 	 
	 	Title:  	 	 	 



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	JERUSALEM VENTURE PARTNERS IV, L.P.

 	 	 
	By:  	Jerusalem Partners IV, L.P.
 	 	 
	 	Its General Partner 	 	 
	 	 	 
	By:  	                JVP Corp. IV
 	 	 
	 	Its General Partner 	 	 
	 	 	 
	By:  	               /s/ Erel Margalit
 	 	 
	 	Print Name:  	 	 	 
	 	Title:  	 	 	 
	 
	JERUSALEM VENTURE PARTNERS IV-A, L.P.

 	 	 
	By:  	 Jerusalem Partners IV, L.P.
 	 	 
	 	Its General Partner 	 	 
	 	 	 	 
	By:  	           JVP Corp. IV
 	 	 
	 	Its General Partner 	 	 
	 	 	 
	By:  	               /s/ Erel Margalit
 	 	 
	 	Print Name:  	 Erel Margalit 	 	 
	 	Title:  	Managing Partner 	 	 
	 	 	 
	JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND IV, L.P.

 	 	 
	By:  	  Jerusalem Partners IV, L.P.
 	 	 
	 	Its General Partner 	 	 
	 	 	 
	By:  	                JVP Corp. IV
 	 	 
	 	Its General Partner 	 	 
	 	 	 	 
	By:  	               /s/ Erel Margalit
 	 	 
	 	 Print Name:  	 Erel Margalit 	 	 
	 	Title:  	Managing Partner 	 	 



 









 









JERUSALEM VENTURE PARTNERS IV (ISRAEL), L.P.




	 	 	 	 	 	 
	 	 	 	 
	By:  	             Jerusalem Partners IV — Venture Capital, L.P.
 	 	 
	 	Its General Partner 	 	 
	 	 	 	 
	 	 	 
	By:  	             JVP Corp. IV
 	 	 
	 	Its General Partner 	 	 
	 	 	 	 
	 	 	 
	By:  	            /s/ Erel Margalit
 	 	 
	 	 Print Name:  	 Erel Margalit 	 	 
	 	Title:  	Managing Partner 	 	 
	 	 	 
	/s/ Mans Hultman
 	 	 
	Måns Hultman 	 	 
	 	 	 
	 	 	 
	/s/ Lars Björk
 	 	 
	Lars Björk 	 	 
	 	 	 
	 	 	 
	/s/ Claes Björk
 	 	 
	Claes Björk 	 	 
	 	 	 
	 	 	 
	/s/ Alexander Ott
 	 	 
	Alexander Ott 	 	 
	 	 	 
	 
	STIFTELSEN INDUSTRIFONDEN

 	 	 
	By:  	/s/ Claes de Neergaard
 	 	/s/ Tommy Nilsson
 	 
	 	Print Name:  	 Claes de Neergaard 	 	 Tommy Nilsson 	 
	 	Title:  	President 	 	Investment Director 	 
	 
	SUNDET INVESTMENT

 	 	 
	By:  	/s/ Mans Hultman
 	 	 
	 	Print Name:  	  	 	 
	 	Title: