exv4w3






Exhibit 4.3




QLIK TECHNOLOGIES INC.




INVESTORS’ RIGHTS AGREEMENT



NOVEMBER 17, 2004



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	1.        Registration
Rights 

	 	 	1	 
	1.1
Definitions 

	 	 	1	 
	1.2 Request
for
Registration 

	 	 	2	 
	1.3 Company
Registration 

	 	 	4	 
	1.4
Form S-3
Registration 

	 	 	5	 
	1.5 Obligations of the Company 

	 	 	6	 
	1.6 Information from Holder 

	 	 	8	 
	1.7 Expenses of Registration 

	 	 	8	 
	1.8 Delay of Registration 

	 	 	8	 
	1.9 Indemnification 

	 	 	9	 
	1.10 Reports Under the 1934 Act 

	 	 	11	 
	1.11 Assignment of Registration Rights 

	 	 	11	 
	1.12 Limitations on Subsequent Registration Rights 

	 	 	12	 
	1.13 “Market Stand-Off” Agreement 

	 	 	12	 
	1.14 Termination of Registration Rights 

	 	 	13	 
	 
	 	 	 	 
	2.        Covenants of the Company 

	 	 	13	 
	2.1 Delivery of Financial Statements 

	 	 	13	 
	2.2 Inspection 

	 	 	14	 
	2.3 Termination of Information and Inspection Covenants 

	 	 	15	 
	2.4 Right of First Offer 

	 	 	15	 
	2.5 Director and Officer Insurance 

	 	 	16	 
	2.6 Equity Incentive Plans 

	 	 	17	 
	2.7 Proprietary Information and Inventions Agreements 

	 	 	17	 
	2.8 Employee Agreements 

	 	 	17	 
	2.9 Observer Rights 

	 	 	17	 
	2.10 Qualified Small Business Stock 

	 	 	18	 
	2.11 Termination of Certain Covenants 

	 	 	18	 
	 
	 	 	 	 
	3.        Miscellaneous 

	 	 	18	 
	3.1 Successors and Assigns 

	 	 	18	 
	3.2 Governing Law 

	 	 	19	 
	3.3 Counterparts 

	 	 	19	 
	3.4 Titles and Subtitles 

	 	 	19	 
	3.5 Notices 

	 	 	19	 
	3.6 Expenses 

	 	 	19	 
	3.7 Entire Agreement; Amendments and Waivers 

	 	 	19	 
	3.8 Severability 

	 	 	19	 
	3.9 Aggregation of Stock 

	 	 	20	 






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INVESTORS’ RIGHTS AGREEMENT



          THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 17th day of
November, 2004, by and among Qlik Technologies Inc., a Delaware corporation (the
“Company”), and the investors listed on Schedule A hereto, each of which is herein
referred to as an “Investor” and the holders of securities of the Company listed on
Schedule B hereto, each of which is herein referred to as a “Stockholder.”



RECITALS



          WHEREAS, the Company and the Investors are parties to the Series A Preferred Stock Purchase
Agreement of even date herewith (the “Series A Agreement”); and


          WHEREAS, in order to induce the Investors to purchase Series A Preferred Stock (the
“Series A Preferred Stock”) and invest funds in the Company pursuant to the Series A
Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights
of the Investors to cause the Company to register shares of Common Stock issued or issuable to them
and certain other matters as set forth herein;


          NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:


          1. Registration Rights. The Company covenants and agrees as follows:



               1.1 Definitions. For purposes of this Section 1:



                    (a) The term “Act” means the Securities Act of 1933, as amended.



                    (b) The term “Form S-3” means such form under the Act as in effect on the date hereof
or any registration form under the Act subsequently adopted by the SEC that permits inclusion or
incorporation of substantial information by reference to other documents filed by the Company with
the SEC.



                    (c) The term “Holder” means any person owning or having the right to acquire
Registrable Securities or any assignee thereof in accordance with Section 1.11 hereof.



                    (d) The term “Initial Offering” means the Company’s first firm commitment underwritten
public offering of its Common Stock under the Act.



                    (e) The term “1934 Act” means the Securities Exchange Act of 1934, as amended.



                    (f) The terms “register,” “registered,” and “registration” refer to a
registration effected by preparing and filing a registration statement or similar document in
compliance with the Act, and the declaration or ordering of effectiveness of such registration
statement or document.



 









 





                    (g) The term “Registrable Securities” means (i) the Common Stock issuable or issued
upon conversion of the Series A Preferred Stock, (ii) the Common Stock issuable or issued upon
conversion of any other series of Preferred Stock held by the Investors, (iii) any shares of Common
Stock acquired by the Investors, and (iv) any Common Stock of the Company issued as (or issuable
upon the conversion or exercise of any warrant, right or other security that is issued as) a
dividend or other distribution with respect to, or in exchange for, or in replacement of, the
shares referenced in (i), (ii) and (iii) above, excluding in all cases, however, any Registrable
Securities sold by a person in a transaction in which his rights under this Section 1 are not
assigned.



                    (h) The number of shares of “Registrable Securities” outstanding shall be determined by the
number of shares of Common Stock outstanding that are, and the number of shares of Common Stock
issuable pursuant to then exercisable or convertible securities that are, Registrable Securities.



                    (i) The term “Rule 144” shall mean Rule 144 under the Act.



                    (j) The term “Rule 144(k)” shall mean subsection (k) of Rule 144 under the Act.



                    (k) The term “SEC” shall mean the Securities and Exchange Commission.



               1.2 Request for Registration.



                    (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time
after the earlier of (i) three (3) years after the date of this Agreement or (ii) six (6) months
after the effective date of the Initial Offering, a written request from the Holders of thirty
percent (30%) or more of the Registrable Securities then outstanding (for purposes of this Section
1.2, the “Initiating Holders”) that the Company file a registration statement under the Act
covering the registration of Registrable Securities with an anticipated aggregate offering price,
net of any underwriters’ discounts or commissions, in excess of $10,000,000, then the Company
shall, within twenty (20) days of the receipt thereof, give written notice of such request to all
Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable
efforts to effect, as soon as practicable, the registration under the Act of all Registrable
Securities that the Holders request to be registered in a written request received by the Company
within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).



                    (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their
request by means of an underwriting, they shall so advise the Company as a part of their request
made pursuant to this Section 1.2 and the Company shall include such information in the written
notice referred to in Section 1.2(a). In such event the right of any Holder to include its
Registrable Securities in such registration shall be conditioned upon such Holder’s participation
in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in
interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders



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proposing to distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters selected for such
underwriting by at least sixty percent (60%) in interest of the Initiating Holders (which
underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any
other provision of this Section 1.2, if the underwriter advises the Company that marketing factors
require a limitation on the number of securities underwritten (including Registrable Securities),
then the Company shall so advise all Holders of Registrable Securities that would otherwise be
underwritten pursuant hereto, and the number of shares that may be included in the underwriting
shall be allocated to the Holders of such Registrable Securities pro rata based on the number of
Registrable Securities held by all such Holders (including the Initiating Holders). In no event
shall any Registrable Securities be excluded from such underwriting unless all other securities are
first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be
withdrawn from the registration.



                    (c) Notwithstanding the foregoing, the Company shall not be required to effect a registration
pursuant to this Section 1.2:



                         (i) in any particular jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such registration, unless the Company is already subject
to service in such jurisdiction and except as may be required under the Act; or



                         (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and
such registrations have been declared or ordered effective; or



                         (iii) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days
following the effective date of a Company-initiated registration subject to Section 1.3 below,
provided that the Company is actively employing in good faith all commercially reasonable efforts
to cause such registration statement to become effective; or



                         (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be
registered on Form S-3 pursuant to a request made under Section 1.4 hereof; or



                         (v) if the Company shall furnish to Holders requesting the filing of a registration statement
pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or
Chairman of the Board stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company and its stockholders for such
registration statement to be effected at such time, in which event the Company shall have the right
to defer such filing for a period of not more than one hundred twenty (120) days after receipt of
the request of the Initiating Holders, provided that such right shall be exercised by the Company
not more than once in any twelve (12)-month period and provided further that the Company shall not
register any securities for the account of itself or any other stockholder during such one hundred
twenty (120) day period (except as provided in Section 1.2(c)(iii) and other than a registration
relating solely to the sale of securities of participants in a Company stock plan, a registration
relating to a corporate reorganization or



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transaction under Rule 145 of the Act, a registration on any form that does not include
substantially the same information as would be required to be included in a registration statement
covering the sale of the Registrable Securities, or a registration in which the only Common Stock
being registered is Common Stock issuable upon conversion of debt securities that are also being
registered).




                    (d) Subject to Section 1.2(b), any registration statement filed pursuant to the request of the
Initiating Holders pursuant to this Section 1.2 may include securities of the Company being sold
for the account of the Company.



               1.3 Company Registration.



                    (a) If (but without any obligation to do so) the Company proposes to register (including for
this purpose a registration effected by the Company for its own account or for stockholders other
than the Holders) any of its stock or other securities under the Act in connection with the public
offering of such securities (other than a registration relating solely to the sale of securities of
participants in a Company stock plan, a registration relating to a corporate reorganization or
transaction under Rule 145 of the Act, a registration on any form that does not include
substantially the same information as would be required to be included in a registration statement
covering the sale of the Registrable Securities, or a registration in which the only Common Stock
being registered is Common Stock issuable upon conversion of debt securities that are also being
registered), the Company shall, at such time, promptly give each Holder written notice of such
registration. Upon the written request of each Holder given within twenty (20) days after mailing
of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the
provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered
under the Act all of the Registrable Securities that each such Holder requests to be registered.



                    (b) Right to Terminate Registration. The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such
registration whether or not any Holder has elected to include Registrable Securities in such
registration. The expenses of such withdrawn registration shall be borne by the Company in
accordance with Section 1.7 hereof.



                    (c) Underwriting Requirements. In connection with any offering involving an
underwriting of shares of the Company’s capital stock, the Company shall not be required under this
Section 1.3 to include any of the Holders’ Registrable Securities in such underwriting unless they
accept the terms of the underwriting as agreed upon between the Company and the underwriters
selected by the Company and enter into an underwriting agreement in customary form with such
underwriters, and then only in such quantity as the underwriters determine in their sole discretion
will not jeopardize the success of the offering by the Company. If the total amount of securities,
including Registrable Securities, requested by stockholders to be included in such offering exceeds
the amount of securities sold other than by the Company that the underwriters determine in their
sole discretion is compatible with the success of the offering, then the Company shall be required
to include in the offering only that number of such securities, if any, including Registrable
Securities, that the underwriters determine in their sole discretion will not jeopardize the
success of the offering. In no event shall



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any Registrable Securities be excluded from such offering unless all other stockholders’
securities have been first excluded. In the event that the underwriters determine that less than
all of the Registrable Securities requested to be registered can be included in such offering, then
the Registrable Securities that are included in such offering shall be apportioned pro rata among
the selling Holders based on the number of Registrable Securities held by all selling Holders or in
such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding
the foregoing, in no event shall the amount of securities of the selling Holders included in the
offering be reduced below thirty percent (30%) of the total amount of securities included in such
offering, unless such offering is the initial public offering of the Company’s securities, in which
case the selling Holders may be excluded if the underwriters make the determination described above
and no other stockholder’s securities are included in such offering. For purposes of the preceding
sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable
Securities and that is a venture capital fund, partnership, limited liability company or
corporation, the affiliated venture capital funds, partners, retired partners, members, retired
members and stockholders of such Holder, or the estates and family members of any such partners,
retired partners, members and retired members and any trusts for the benefit of any of the
foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with
respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities
owned by all such related entities and individuals.




               1.4 Form S-3 Registration. In case the Company shall receive from the Holders of the
Registrable Securities (for purposes of this Section 1.4, the “Initiating Holders”) a
written request or requests that the Company effect a registration on Form S-3 and any related
qualification or compliance with respect to all or a part of the Registrable Securities owned by
such Holder or Holders, the Company shall:



                    (a) promptly give written notice of the proposed registration, and any related qualification
or compliance, to all other Holders; and



                    (b) use all commercially reasonable efforts to effect, as soon as practicable, such
registration and all such qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all or such portion of such Holders’ Registrable
Securities as are specified in such request, together with all or such portion of the Registrable
Securities of any other Holders joining in such request as are specified in a written request given
within fifteen (15) days after receipt of such written notice from the Company, provided,
however, that the Company shall not be obligated to effect any such registration,
qualification or compliance, pursuant to this section 1.4:



                         (i) if Form S-3 is not available for such offering by the Holders;



                         (ii) if the Holders, together with the holders of any other securities of the Company entitled
to inclusion in such registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of
less than $5,000,000;



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                         (iii) if the Company shall furnish to Holders requesting a registration statement pursuant to
this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the
Board stating that in the good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its stockholders for such registration statement to be
effected at such time, in which event the Company shall have the right to defer such filing for a
period of not more than one hundred twenty (120) days after receipt of the request of the
Initiating Holders, provided that such right shall be exercised by the Company not more than once
in any twelve (12)-month period and provided further that the Company shall not register any
securities for the account of itself or any other stockholder during such one hundred twenty (120)
day period (other than a registration relating solely to the sale of securities of participants in
a Company stock plan, a registration relating to a corporate reorganization or transaction under
Rule 145 of the Act, a registration on any form that does not include substantially the same
information as would be required to be included in a registration statement covering the sale of
the Registrable Securities, or a registration in which the only Common Stock being registered is
Common Stock issuable upon conversion of debt securities that are also being registered);



                         (iv) if the Company has, within the twelve (12) month period preceding the date of such
request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this
Section 1.4; or



                         (v) in any particular jurisdiction in which the Company would be required to qualify to do
business or to execute a general consent to service of process in effecting such registration,
qualification or compliance.



                    (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their
request by means of an underwriting, they shall so advise the Company as a part of their request
made pursuant to this Section 1.4 and the Company shall include such information in the written
notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such
request (with the substitution of Section 1.4 for references to Section 1.2).



                    (d) Subject to the foregoing, the Company shall file a registration statement covering the
Registrable Securities and other securities so requested to be registered as soon as practicable
after receipt of the request or requests of the Initiating Holders. Registrations effected
pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to
Section 1.2.



               1.5 Obligations of the Company. Whenever required under this Section 1 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously as reasonably
possible:



                    (a) prepare and file with the SEC a registration statement with respect to such Registrable
Securities and use all commercially reasonable efforts to cause such registration statement to
become effective, and, upon the request of the Holders of at least sixty percent (60%) of the
Registrable Securities registered thereunder, keep such registration



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statement effective for a period of up to one hundred twenty (120) days or, if earlier, until
the distribution contemplated in the registration statement has been completed;



                    (b) prepare and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement;



                    (c) furnish to the Holders such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable Securities owned by them;



                    (d) use all commercially reasonable efforts to register and qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such jurisdictions as
shall be reasonably requested by the Holders, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions;



                    (e) in the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter of such
offering;



                    (f) notify each Holder of Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be delivered under the Act of the happening
of any event as a result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing;



                    (g) cause all such Registrable Securities registered pursuant to this Section 1 to be listed
on a national exchange or trading system and on each securities exchange and trading system on
which similar securities issued by the Company are then listed; and



                    (h) provide a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the
effective date of such registration.


          Notwithstanding the provisions of this Section 1, the Company shall be entitled to postpone or
suspend, for a reasonable period of time, the filing, effectiveness or use of, or trading under,
any registration statement if the Company shall determine that any such filing or the sale of any
securities pursuant to such registration statement would in the good faith judgment of the Board of
Directors of the Company:



                         (i) materially impede, delay or interfere with any material pending or proposed financing,
acquisition, corporate reorganization or other similar



7









 







transaction involving the Company for which the Board of Directors of the Company has
authorized negotiations;



                         (ii) materially adversely impair the consummation of any pending or proposed material offering
or sale of any class of securities by the Company; or



                         (iii) require disclosure of material nonpublic information that, if disclosed at such time,
would be materially harmful to the interests of the Company and its stockholders; provided,
however, that during any such period all executive officers and directors of the Company
are also prohibited from selling securities of the Company (or any security of any of the Company’s
subsidiaries or affiliates).


          In the event of the suspension of effectiveness of any registration statement pursuant to this
Section 1.5, the applicable time period during which such registration statement is to remain
effective shall be extended by that number of days equal to the number of days the effectiveness of
such registration statement was suspended.



               1.6 Information from Holder. It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Section 1 with respect to the Registrable
Securities of any selling Holder that such Holder shall use commercially reasonable efforts to
cooperate with the Company and shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of such securities as
shall be reasonably requested by the Company and as shall be reasonably required to effect the
registration of such Holder’s Registrable Securities.



               1.7 Expenses of Registration. All expenses other than underwriting discounts and
commissions incurred in connection with registrations, filings or qualifications pursuant to
Sections 1.2, 1.3 and 1.4, including (without limitation) all registration, filing and
qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the
Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be
borne by the Company. Notwithstanding the foregoing, the Company shall not be required to pay for
any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration
request is subsequently withdrawn at the request of the Holders of at least sixty percent (60%) of
the Registrable Securities to be registered (in which case all participating Holders shall bear
such expenses pro rata based upon the number of Registrable Securities that were to be included in
the withdrawn registration), unless, in the case of a registration requested under Section 1.2, the
Holders of at least sixty percent (60%) of the Registrable Securities agree to forfeit their right
to one demand registration pursuant to Section 1.2 and provided, however, that if
at the time of such withdrawal, the Holders have learned of a material adverse change in the
condition, business or prospects of the Company other than a change in general market conditions
affecting the industry generally from that known to the Holders at the time of their request and
have withdrawn the request with reasonable promptness following disclosure by the Company of such
material adverse change, then the Holders shall not be required to pay any of such expenses and
shall retain their rights pursuant to Section 1.2.



               1.8 Delay of Registration. No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result of any



8









 







controversy that might arise with respect to the interpretation or implementation of this
Section 1.



               1.9 Indemnification. In the event any Registrable Securities are included in a
registration statement under this Section 1:



                    (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder,
the partners, members, officers, directors and stockholders of each Holder, legal counsel and
accountants for each Holder, any underwriter (as defined in the Act) for such Holder and each
person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934
Act, against any losses, claims, damages or liabilities (joint or several) to which they may become
subject under the Act, the 1934 Act, any state securities laws or any rule or regulation
promulgated under the Act, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements, omissions or
violations (collectively a “Violation”): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state in such registration statement a material fact required to be
stated therein, or necessary to make the statements therein not misleading or (iii) any violation
or alleged violation by the Company of the Act, the 1934 Act, any state securities laws or any rule
or regulation promulgated under the Act, the 1934 Act or any state securities laws, and the Company
will reimburse each such Holder, underwriter, controlling person or other aforementioned person for
any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the indemnity agreement contained in this subsection l.9(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim,
damage, liability or action to the extent that it arises out of or is based upon a Violation that
occurs in reliance upon and in conformity with written information furnished expressly for use in
connection with such registration by any such Holder, underwriter, controlling person or other
aforementioned person; provided further, however, that the foregoing
indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of
any Holder or underwriter or other aforementioned person, or any person controlling such Holder or
underwriter, from whom the person asserting any such losses, claims, damages or liabilities
purchased shares in the offering, if a copy of the most current prospectus was not sent or given by
or on behalf of such Holder or underwriter or other aforementioned person to such person, if
required by law to have been so delivered, at or prior to the written confirmation of the sale of
the shares to such person, and if the prospectus (as so amended or supplemented) would have cured
the defect giving rise to such loss, claim, damage or liability.



                    (b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the registration statement,
each person, if any, who controls the Company within the meaning of the Act, legal counsel and
accountants for the Company, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such



9









 







underwriter or other Holder, against any losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become subject, under the Act, the 1934 Act, any
state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any
state securities laws, insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only
to the extent) that such Violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such registration; and
each such Holder will reimburse any person intended to be indemnified pursuant to this subsection
l.9(b) for any legal or other expenses reasonably incurred by such person in connection with
investigating or defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the indemnity agreement contained in this
subsection l.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the Holder (which consent
shall not be unreasonably withheld), and provided that in no event shall any indemnity under this
subsection l.9(b) exceed the net proceeds from the offering received by such Holder.



                    (c) Promptly after receipt by an indemnified party under this Section 1.9 of notice of the
commencement of any action (including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this Section 1.9,
deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying
party shall have the right to participate in and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties that may be represented without
conflict by one counsel) shall have the right to retain one separate counsel, with the fees and
expenses to be paid by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party represented by such counsel
in such proceeding. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if prejudicial to its ability to defend
such action, shall relieve such indemnifying party of liability to the indemnified party under this
Section 1.9 to the extent of such prejudice, but the omission to so deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 1.9.



                    (d) If the indemnification provided for in this Section 1.9 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim,
damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one hand and the
indemnified party on the other hand in connection with the statements or omissions that resulted in
such loss, liability, claim, damage or expense, as well as any other relevant equitable
considerations; provided, however, that no contribution by any Holder, when
combined with any amounts paid by such Holder pursuant to Section 1.9(b), shall exceed the net
proceeds from the offering received by such Holder. The relative fault of the indemnifying party
and the indemnified party shall be determined by reference to, among other things, whether the
untrue or



10









 







alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party or by the indemnified party
and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.



                    (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.



                    (f) The obligations of the Company and Holders under this Section 1.9 shall survive the
completion of any offering of Registrable Securities in a registration statement under this Section
1 and otherwise.



               1.10 Reports Under the 1934 Act. With a view to making available to the Holders the
benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration or pursuant to a
registration on Form S-3, the Company agrees to:



                    (a) make and keep public information available, as those terms are understood and defined in
Rule 144, at all times after the effective date of the Initial Offering;



                    (b) file with the SEC in a timely manner all reports and other documents required of the
Company under the Act and the 1934 Act; and



                    (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith
upon request (i) a written statement by the Company that it has complied with the reporting
requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first
registration statement filed by the Company), the Act and the 1934 Act (at any time after it has
become subject to such reporting requirements), or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports and documents so
filed by the Company, and (iii) such other information as may be reasonably requested to avail any
Holder of any rule or regulation of the SEC that permits the selling of any such securities without
registration or pursuant to such form.



               1.11 Assignment of Registration Rights. The rights to cause the Company to register
Registrable Securities pursuant to this Section 1 may be assigned (but only with all related
obligations) by a Holder to a transferee or assignee of such securities that (a) is a subsidiary,
parent, partner, limited partner, retired partner, member, retired member, stockholder or affiliate
of a Holder, (b) is a Holder’s family member or trust for the benefit of an individual Holder, or
(c) after such assignment or transfer, holds at least two hundred ninety thousand (290,000) shares
of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends,
combinations or the like), provided: (i) the Company is, within a reasonable time after
such
transfer, furnished with written notice of the name and address of such transferee or assignee
and the securities with respect to which such registration rights are being assigned;



11









 







(ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and
conditions of this Agreement, including, without limitation, the provisions of Section 1.13 below;
and (iii) such assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is restricted under the Act.



               1.12 Limitations on Subsequent Registration Rights. From and after the date of this
Agreement, the Company shall not, without the prior written consent of the Holders of at least
sixty percent (60%) of the Registrable Securities, enter into any agreement with any holder or
prospective holder of any securities of the Company that would allow such holder or prospective
holder (a) to include any of such securities in any registration filed under Section 1.2, Section
1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective
holder may include such securities in any such registration only to the extent that the inclusion
of such securities will not reduce the amount of the Registrable Securities of the Holders that are
included or (b) to demand registration of their securities.



               1.13 “Market Stand-Off” Agreement.



                    (a) Each Holder and Stockholder hereby agrees that it will not, without the prior written
consent of the managing underwriter, during the period commencing on the date of the final
prospectus relating to the Company’s Initial Offering and ending on the date specified by the
Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days) (i)
lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock held immediately prior to the effectiveness of
the Registration Statement for such offering or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of the
Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled
by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of
this Section 1.13 shall apply only to the Company’s initial offering of equity securities, shall
not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and
shall only be applicable to the Holders and Stockholders if all officers, directors and greater
than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters
in connection with the Company’s Initial Offering are intended third-party beneficiaries of this
Section 1.13 and shall have the right, power and authority to enforce the provisions hereof as
though they were a party hereto. Each Holder and Stockholder further agrees to execute such
agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering
that are consistent with this Section 1.13 or that are necessary to give further effect thereto.
Any discretionary waiver or termination of the restrictions of any or all of such agreements by the
Company or the underwriters shall apply to all Holders and Stockholders subject to such agreements
pro rata based on the number of shares subject to such agreements.


          In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions
with respect to the securities of each Holder and Stockholder (and the shares or securities of
every other person subject to the foregoing restriction) until the end of such period.



12









 








                    (b) Each Holder agrees that a legend reading substantially as follows shall be placed on all
certificates representing all securities of each Holder and Stockholder (and the shares or
securities of every other person subject to the restriction contained in this Section 1.13):




THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP
TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED
UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE
ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S
PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.



               1.14 Termination of Registration Rights. No Holder shall be entitled to exercise any
right provided for in this Section 1 (a) after five (5) years following the consummation of the
Initial Offering, or (b) as to any Holder, such earlier time after the Initial Offering at which
such Holder (i) can sell all shares held by it in compliance with Rule 144(k) or (ii) holds one
percent (1%) or less of the Company’s outstanding Common Stock and all Registrable Securities held
by such Holder (together with any affiliate of the Holder with whom such Holder must aggregate its
sales under Rule 144) can be sold in any three (3)-month period without registration in compliance
with Rule 144.



          2. Covenants of the Company.



               2.1 Delivery of Financial Statements. The Company shall, upon request, deliver to
each Investor, so long as such Investor owns at least five hundred thousand (500,000) shares of
Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends,
combinations and the like), or Major Stockholder (as defined below) (or transferee of such Investor
or Major Stockholder):



                    (a) as soon as practicable, but in any event within ninety (90) days after the end of each
fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the
Company and statement of stockholders’ equity as of the end of such year, and a statement of cash
flows for such year, such year-end financial reports to be in reasonable detail, prepared in
accordance with International Accounting Standards Committee standards (“IAS”), and audited
and certified by independent public accountants of nationally recognized standing selected by the
Company;



                    (b) as soon as practicable, but in any event within forty-five (45) days after the end of each
of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement,
statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of
such fiscal quarter.



                    (c) within thirty (30) days of the end of each month, an unaudited income statement and
statement of cash flows and balance sheet for and as of the end of such month, in reasonable
detail;



13









 





                    (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of
each fiscal year, a budget and business plan for the next fiscal year in such manner and form as
approved by the Company’s Board of Directors, including the Preferred Directors (as defined below),
prepared on a monthly basis, including pro forma balance sheets, income statements and statements
of cash flows for such months and, as soon as prepared, any other budgets or revised budgets
prepared by the Company;



                    (e) with respect to the financial statements called for in subsections (b) and (c) of this
Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company
certifying that such financials were prepared in accordance with IAS consistently applied with
prior practice for earlier periods (with the exception of footnotes that may be required by IAS)
and fairly present the financial condition of the Company and its results of operation for the
period specified, subject to year-end audit adjustment; and



                    (f) such other information relating to the financial condition, business or corporate affairs
of the Company as the Investors may from time to time request, provided, however,
that the Company shall not be obligated under this subsection (f) or any other subsection of
Section 2.1 to provide information that it deems in good faith to be a trade secret or similar
confidential information. Each Major Stockholder or Investor agrees to use, and to use
commercially reasonable efforts to ensure that its authorized representatives use, the same degree
of care as such Major Stockholder or Investor uses to protect its own confidential information to
keep confidential and not disclose to any third party, except as otherwise expressly permitted
hereunder, any information furnished to it by the Company pursuant to this Section 2.1 which the
Company identifies as being proprietary or confidential except such information that (i) was in the
public domain prior to the time it was furnished to such person, (ii) is or becomes (through no
willful improper action or inaction by such person) generally available to the public, (iii) was in
its possession or known by such person without restriction prior to receipt from the Company, (iv)
was rightfully disclosed to such Investor by a third party without restriction or (v) was
independently developed without any use of the Company’s confidential information. Notwithstanding
the foregoing, such Major Stockholder or Investor may disclose such proprietary or confidential
information to any former, current or prospective partner, limited partner, general partner or
management company of such person (or any employee or representative of any of the foregoing) (each
of the foregoing persons, a “Permitted Disclosee”) or legal counsel, accountants or representatives
for such person or Permitted Disclosee provided that such Permitted Disclosee and/or its
representatives agree to maintain the confidentiality of such information. Furthermore, nothing
contained herein shall prevent any Major Stockholder or Investor or Permitted Disclosee from (y)
entering into any business, entering into any agreement with a third party, or investing in or
engaging in investment discussions with any other company (whether or not competitive with the
Company), provided that such Major Stockholder or Investor or Permitted Disclosee does not, except
as permitted in accordance with this Section 2.1, disclose any proprietary or confidential
information of the Company in connection with such activities, or (z) making any disclosures
required by law, rule, regulation or court or other governmental order.



               2.2 Inspection. The Company shall permit each Investor, so long as such Investor owns
at least five hundred thousand (500,000)
shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock
dividends, combinations and the like), at



14









 





such Investor’s expense, to visit and inspect the Company’s properties, to examine its books
of account and records and to discuss the Company’s affairs, finances and accounts with its
officers, all at such reasonable times as may be requested by the Investor; provided,
however, that the Company shall not be obligated pursuant to this Section 2.2 to provide
access to any information that it reasonably considers to be a trade secret or similar confidential
information.




               2.3 Termination of Information and Inspection Covenants. The covenants set forth in
Sections 2.1 and 2.2 shall terminate and be of no further force or effect upon the earlier to occur
of (a) the consummation of the Initial Offering, or (b) when the Company first becomes subject to
the periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act, whichever event
shall first occur.



               2.4 Right of First Offer. Subject to the terms and conditions specified in this
Section 2.4, the Company hereby grants to each Stockholder that holds at least two hundred ninety
thousand (290,000) shares of the Company’s Series AA Preferred Stock or an equivalent amount of
Common Stock issued upon conversion thereof (subject to appropriate adjustment for stock splits,
stock dividends, combinations and the like) (a “Major Stockholder”) and to each Investor a
right of first offer with respect to future sales by the Company of its Shares (as hereinafter
defined). For purposes of this Section 2.4, Major Stockholder and Investor shall collectively be
referred to as the “Major Investors,” and the term “Major Investors” includes any
partners, members and affiliates of a Major Investor. A Major Investor shall be entitled to
apportion the right of first offer hereby granted it among itself and its partners, members and
affiliates in such proportions as it deems appropriate.


          Each time the Company proposes to offer any shares of, or securities convertible into or
exchangeable or exercisable for any shares of, its capital stock (“Shares”), the Company
shall first make an offering of such Shares to each Major Investor in accordance with the following
provisions:



                    (a) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) to
the Major Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of
such Shares to be offered and (iii) the price and terms upon which it proposes to offer such
Shares.



                    (b) By written notification received by the Company within twenty (20) calendar days after the
giving of Notice, each Major Investor may elect to purchase, at the price and on the terms
specified in the Notice, up to that portion of such Shares that equals the proportion that the
number of shares of Common Stock issued and held by such Major Investor (assuming full conversion
and exercise of all convertible and exercisable securities then outstanding) bears to the total
number of shares of Common Stock of the Company then outstanding (assuming full conversion and
exercise of all convertible and exercisable securities then outstanding). The Company shall
promptly, in writing, inform each Major Investor that elects to purchase all the shares available
to it (a “Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise.
During the ten (10) day period commencing after such
information is given, each Fully-Exercising Investor may elect to purchase that portion of the
Shares for which Major Investors were entitled to subscribe, but which were not subscribed for by
the Major Investors, that is equal to the proportion that the number of shares of Common



15









 







Stock issued and held by such Fully-Exercising Investor bears to the total number of shares of
Common Stock held by all of the Fully-Exercising Investors (assuming full conversion and exercise
of all convertible and exercisable securities then outstanding).



                    (c) If all Shares that Major Investors are entitled to obtain pursuant to subsection 2.4(b)
are not elected to be obtained as provided in subsection 2.4(b) hereof, the Company may, during the
ninety (90) day period following the expiration of the period provided in subsection 2.4(b) hereof,
offer the remaining unsubscribed portion of such Shares to any person or persons at a price not
less than that, and upon terms no more favorable to the offeree than those specified in the Notice.
If the Company does not enter into an agreement for the sale of the Shares within such period, or
if such agreement is not consummated within sixty (60) days of the execution thereof, the right
provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first
reoffered to the Major Investors in accordance herewith.



                    (d) The right of first offer in this Section 2.4 shall not be applicable to (i) the issuance
or sale of shares of Common Stock (or options therefor) to employees, directors, consultants and
other service providers for the primary purpose of soliciting or retaining their services pursuant
to plans or agreements approved by the Company’s Board of Directors, including the Preferred
Directors (as defined in the Restated Certificate of Incorporation, as amended from time to time);
(ii) the issuance of securities pursuant to a bona fide, firmly underwritten public offering of
shares of Common Stock registered under the Act, at an offering price of at least $3.15 per share
(appropriately adjusted for any stock split, dividend, combination or other recapitalization) and
resulting in proceeds to the Company in excess of $30,000,000 in the aggregate (a “Qualified
Public Offering”), (iii) the issuance of securities pursuant to the conversion or exercise of
convertible or exercisable securities, (iv) the issuance of securities in connection with a bona
fide business acquisition by the Company of a bona fide commercial operating entity, whether by
merger, consolidation, sale of assets, sale or exchange of stock or otherwise, or (v) the issuance
and sale of Series A Preferred Stock pursuant to the Series A Agreement. In addition to the
foregoing, the right of first offer in this Section 2.4 shall not be applicable with respect to any
Major Investor in any subsequent offering of Shares if (i) at the time of such offering, the Major
Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act
and (ii) such offering of Shares is otherwise being offered only to accredited investors.



                    (e) The rights provided in this Section 2.4 may not be assigned or transferred by any Major
Investor; provided, however, that a Major Investor that is a venture capital fund
may assign or transfer such rights to an affiliated venture capital fund provided that such venture
capital fund agrees in writing to be bound by the provisions of this Agreement.



                    (f) The covenants set forth in this Section 2.4 shall terminate and be of no further force or
effect upon the consummation of a Qualified Public Offering.



               2.5 Director and Officer Insurance. The Company shall use its best efforts to obtain
from financially sound and reputable insurers directors and officers insurance with coverage in an
amount as approved by
the Board of Directors, including each of the Preferred Directors, as soon as practicable
following the Closing (as defined in the Series A



16









 





Agreement) but in no event later than sixty days (60) following the Closing. Such policy
shall not be cancelable by the Company without the prior approval of the Board of Directors,
including the consent of each of the Preferred Directors.




               2.6 Equity Incentive Plans. Unless otherwise approved by the Board of Directors
(including each of the Preferred Directors), the Company shall not authorize, reserve, issue or
agree to issue an aggregate of greater than Fifteen Million Six Hundred Thirty-Nine Thousand Four
Hundred (15,639,400) shares of the Company’s Common Stock (subject to appropriate adjustment for
stock splits, stock dividends, combinations and other recapitalizations) under any and all equity
incentive programs approved by the Board of Directors, pursuant to which directors, officers,
employees and consultants of the Company may be offered the opportunity to acquire shares of the
Company’s Common Stock (or other securities of the Company).



               2.7 Proprietary Information and Inventions Agreements. The Company shall require all
directors, employees and consultants of the Company or any of its subsidiaries or affiliates with
access to confidential information to execute and deliver a proprietary information and inventions
agreement in substantially the form approved by the Company’s Board of Directors, including at
least two of the Preferred Directors, as soon as practicable following the Closing (as defined in
the Series A Agreement) but in no event later than sixty days (60) following the Closing.



               2.8 Employee Agreements.



                    (a) Unless approved by the Board of Directors of the Company, all future employees of the
Company who shall purchase, or receive options to purchase, shares of the Company’s Common Stock
following the date hereof shall be required to execute stock purchase or option agreements
providing for (a) vesting of shares over a four (4)-year period with the first twenty-five percent
(25%) of such shares vesting following twelve (12) months of continued employment or services, and
the remaining shares vesting in equal monthly installments over the following thirty-six (36)
months thereafter and (b) a one hundred eighty (180)-day lockup period in connection with the
Company’s Initial Offering. The Company shall retain a right of first refusal on transfers until
the Company’s Initial Offering and the right to repurchase unvested shares at cost.



                    (b) The Company shall use all commercially reasonable efforts to require all employees of the
Company or any of its subsidiaries or affiliates to enter into employment agreements in
substantially the form approved by the Company’s Board of Directors, including at least two of the
Preferred Directors, as soon as practicable following the Closing but in no event later than sixty
days (60) following the Closing.



               2.9 Observer Rights. As long as Accel Europe, L.P. (“Accel”), together with
its affiliates, owns at least ten percent (10%) of the outstanding shares of the Series A Preferred
Stock (or an equivalent amount of Common Stock issued upon conversion thereof) owned by Accel
immediately following the Closing (as defined in the Series A Agreement) (as adjusted for stock
splits, stock dividends, recapitalizations or the
like) and Jerusalem Venture Partners, L.P. (“JVP”), together with its affiliates, owns
at least ten percent (10%) of the



17









 





outstanding shares of Series A Preferred Stock (or an equivalent amount of Common Stock issued
upon conversion thereof) owned by JVP immediately following the Closing, and Svenska Industrifonden
(“Industrifonden”) owns at least ten percent (10%) of the outstanding shares of Series AA
Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (as
adjusted for stock splits, stock dividends, recapitalizations or the like), the Company shall
invite a representative of each of Accel, JVP and Industrifonden to attend all meetings of its
Board of Directors in a nonvoting observer capacity and, in this respect, shall give such
representative copies of all notices, minutes, consents and other materials that it provides to its
directors; provided, however, that such representative shall agree in writing to
hold in confidence and trust and to act in a fiduciary manner with respect to all information so
provided; and, provided further, that the Company reserves the right to withhold any information
and to exclude such representative from any meeting or portion thereof if access to such
information or attendance at such meeting could adversely affect the attorney-client privilege
between the Company and its counsel or would result in disclosure of trade secrets to such
representative or if such Investor or its representative is or is affiliated with a direct
competitor of the Company.




               2.10 Qualified Small Business Stock. The Company will use its commercially reasonable
efforts to not take any action that would cause the shares of the Company’s capital stock held by
the Investors to not qualify as “Qualified Small Business Stock” under Section 1202(e) of the
Internal Revenue Code of 1986, as amended (the “Code”). The Company will use commercially
reasonable efforts to comply with the reporting and record keeping requirements of Section 1202 of
the Code, any regulations promulgated thereunder and any similar state laws and regulations, and
agrees not to repurchase any stock of the Company if such repurchase would cause such shares to not
qualify as “Qualified Small Business Stock.” Notwithstanding the foregoing, the Company’s
obligations under this Section 2.10 shall terminate and be of no further force or effect: (a) if
the Investors holding at least sixty percent (60%) of the outstanding Series A Preferred Stock
(voting together as a single class and on an as converted to Common Stock basis) consent to such
termination in writing, (b) upon the consummation of the Initial Offering, (c) upon a determination
of the Board of Directors, including the consent of each Preferred Director, that it is no longer
in the Company’s best interests or (d) if compliance with such obligations would require the
Company to alter its operations so as to prevent the value of its total gross assets from exceeding
$50,000,000.



               2.11 Termination of Certain Covenants. The covenants set forth in Sections 2.5, 2.6,
2.7, 2.8 and 2.9 shall terminate and be of no further force or effect upon the consummation of (a)
a Qualified Public Offering or (b) a Liquidation Event, as that term is defined in the Company’s
Restated Certificate of Incorporation (as amended from time to time).


          3. Miscellaneous.



               3.1 Successors and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties (including transferees of any shares of Registrable
Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective
successors and assigns any rights,


18









 





remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.



               3.2 Governing Law. This Agreement shall be governed by and construed under the laws
of the State of North Carolina as applied to agreements among North Carolina residents entered into
and to be performed entirely within North Carolina.



               3.3 Counterparts. This Agreement 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.



               3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.



               3.5 Notices. All notices and other communications given or made pursuant hereto shall
be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be
notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business
hours of the recipient; if not, then on the next business day, (c) five (5) days after having been
sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the respective parties at the
addresses set forth on the signature pages attached hereto (or at such other addresses as shall be
specified by notice given in accordance with this Section 3.5).



               3.6 Expenses. If any action at law or in equity is necessary to enforce or interpret
the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees,
costs and necessary disbursements in addition to any other relief to which such party may be
entitled.



               3.7 Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits
hereto, if any) constitutes the full and entire understanding and agreement among the parties with
regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.4) may
be amended and the observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the written consent of the
Company and the holders of at least sixty percent (60%) of the Registrable Securities. The
provisions of Section 2.4 may be amended or waived (either generally or in a particular instance
and either retroactively or prospectively) only with the written consent of the Company and at
least sixty percent (60%) in interest of the Major Investors. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of any securities subject to the
terms and conditions hereof, each future holder of all such securities and the Company.



               3.8 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be
interpreted as if such provision(s) were so excluded and shall be enforceable in accordance
with its terms.





19









 





               3.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by
affiliated entities (including affiliated venture capital funds) or persons shall be
aggregated together for the purpose of determining the availability of any rights under this
Agreement.




20











 





          IN WITNESS WHEREOF, the parties have executed this Investors’ Rights Agreement as of the
date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	QLIK TECHNOLOGIES INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Måns Hultman	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





Signature Page to Qlik Technologies Inc.

Investors’ Rights Agreement 






 









 






INVESTOR:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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/ TRACY L Sedlock	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATTORNEY-IN-FACT	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	ACCEL EUROPE INVESTORS 2004 L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 /s/ TRACY L Sedlock	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATTORNEY-IN-FACT	 	 






	 	 	 	 	 
	 	Address:	 	Bruce Golden	 
	 	 	 	Accel Partners	 
	 	 	 	16 St. James Street	 
	 	 	 	London SW1A 1ER	 
	 	 	 	United Kingdom	 
	 	 	 	 	 
	 	With a copy to:	 
	 	 	 	Richard Zamboldi	 
	 	 	 	Accel Partners	 
	 	 	 	428 University Avenue	 
	 	 	 	Palo Alto, CA 94301	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	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	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	41 Madison Avenue, 25th Floor	 	 
	 

	 	 	 	 	 	 	 	New York, NY 10010	 	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	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	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Jerusalem Technology Park	 	 
	 

	 	 	 	 	 	 	 	Building 1	 	 
	 

	 	 	 	 	 	 	 	Malha	 	 
	 

	 	 	 	 	 	 	 	Jerusalem 91487	 	 
	 

	 	 	 	 	 	 	 	Israel	 	 






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Investors’ Rights Agreement 





 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Johan Averstedt	 	 
	 	 	 	 	 	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Johan Averstedt	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Johan Averstedt	 	 
	 

	 	 	 	 	 	Title:
	 	Regional Sales Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	115 W 74 St #4A	 	 
	 

	 	 	 	 	 	 	 	New York, NY 10023	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Johan Asplund
 

[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	2004-10-29	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	/s/ Johan Asplund	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Stövarevägen 4B

 

23192 Trelleborg	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	MM 2000 Markment AB

 

[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Roy Ahnell	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Roy Ahnell	 	 
	 

	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	c/o MM 2000 Markment AB

Kullagränd 11
 

S-23942 Falsterbo
 
Sweden	 	






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Henrik Beén
 

[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Henrik Beén	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Rådmansgatan 7B	 	 
	 

	 	 	 	 	 	 	 	211 46 Malmö
 
Sweden	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Lars Björk

 

[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Lars Björk	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	CFO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Kalasgatan 3

 

26147 Landskrona
 
Sweden	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Karin Berglund

 

[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Karin Berglund	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Stromandsv. 3

 

23044 Bunkeflostrand	 	 






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Investors’ Rights Agreement





 











 





	 	 	 	 	 
	 	STOCKHOLDER:



Sten Berg

 

[Print Name of Stockholder]

 	 
	 	By:  	 	 
	 	 	Name:  	/s/ Sten Berg 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	Address:  	Malmöv 8 24010 Dalby  
	 	 	 	 
	 	 	 	 
	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:




Lars-Inge Berg

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Lars-Inge Berg
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	Address:  	Egmahemv, 19
 	 
	 	 	 	16344 Spånga

 
Sweden 	 
	 	 	 	 
	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:




Per Benteke

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Per Benteke
 	 
	 	 	Name:  	Per Benteke 	 
	 	 	Title:  	Devt. Team Leader 	 
	 
	 	 	 
	 	Address:  	Regementsg 16 A
 	 
	 	 	 	S — 211 42 Malmö, SWE 	 
	 	 	 	 
	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:





Claes Björk

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Claes Björk
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	Address:	67 Park Ave
 	 
	 	 	 	Greenwich

 
CT 06830, USA 	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	STOCKHOLDER:

 	 
	 	/s/ Christer Berg
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	                                              Christer Berg
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	Address:  	                      4008 Edward Pride Wynd
 	 
	 	 	 	Raleigh, NC 27612 USA 	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	STOCKHOLDER:





Björn Gustaf Berg Förvaltningsbdeg AB

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Björn Berg
 	 
	 	 	Name:  	Björn Berg 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	Address:  	                      Seeblichweg 10, A-5700
 	 
	 	 	 	Zell an See, Austria 	 
	 	 	 	 
	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	STOCKHOLDER:




Lisa Berg

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Lisa Berg
 	 
	 	 	Name:  	Lisa Berg 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	Address:  	                         Bondeg 22
 	 
	 	 	 	11633 Stockholm 	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	STOCKHOLDER:




Ingemar Carlo

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Ingemar Carlo
 	 
	 	 	Name:  	Ingemar Carlo 	 
	 	 	Title:  	Senior Consultant 	 
	 	 	 
	 	Address:  	                       Bredgatan 12 B
 	 
	 	 	 	222 21, Lund, Sweden 	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:






 
 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Johan Callin
 	 
	 	 	Name:  	Johan Callin 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	Address:  	                         Götgatan 61
 	 
	 	 	 	11621 Stockholm 	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:




Mathias Carnemark

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Mathias Carnemark
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Professional Services Manager 	 
	 	 	 
	 	Address:  	                        Bergalidsgången 4
 	 
	 	 	 	13554 Tyresö 	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:




Johan Dahlberg

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Johan Dahlberg
 	 
	 	 	Name:  	Johan Dahlberg 	 
	 	 	Title:  	Consultant 	 
	 	 	 
	 	Address:  	Nykroppagatan 19 12332 Farsta
 	 
	 	 	 	Sweden 	 



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Investors’ Rights Agreement





 











 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Adam Dahlberg	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Adam Dahlberg	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Adam Dahlberg	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Villagatan 22, 11432

 

Stockholm, Sweden	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Anna Dahlberg	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Anna Dahlberg	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Anna Dahlberg	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Artillerigatan 28 C

 

11451 Stockholm, Sweden	 	 







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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Göran Engström	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Göran Engström	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Duvarp 31

 

27462 Rydsgård Sweden	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Fredrik Ehnö	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Fredrik Ehnö	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Fredrik Ehnö	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	Acc Mgr	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Blekingegatan 40 B

 

11662 Stockholm
 

Sweden	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Ivana Flodr	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Ivana Flodr	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Ivana Flodr

 

29 Dunreath St #2

 

02119 Boston MA

USA	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Per Falkenborn	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 		 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	Mr Per Falkenborn	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	F M Franzéns Gata

 

25440 Helsingborg	 	 






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Investors’ Rights Agreement






 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:



	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Anna Falkenborn	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Anna Falkenborn	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Grubbagatan 3A

 

25444 Helsingborg	 	 






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Investors’ Rights Agreement





 











 





	 	 	 	 	 
	 	STOCKHOLDER:

 	 
	 	 Staffan Gestrelius
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	                                              /s/ Staffan Gestrelius
 	 
	 	 	Name:  	Staffan Gestrelius 	 
	 	 	Title:  	Assoc. Professor 	 
	 
	 	Address:	Annas Väg 8

 

SE — 24563 Hjärup, Sweden

 

 	 



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	 	STOCKHOLDER:

 	 
	 	 Harriet Gestrelius
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	/s/ Harriet Gestrelius
 	 
	 	 	Name:  	Harriet Gestrelius 	 
	 	 	Title:  	 	 
	 
	 	Address:	Annas Väg 8

 

24563 Hjärup, Sweden
 	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	STOCKHOLDER:

 	 
	 	 Gantro AB
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	                                              /s/ Roland Persson
 	 
	 	 	Name:  	Roland Persson 	 
	 	 	Title:  	CEO, President 	 
	 
	 	Address:	Domkyrkov. 17

 

Höllviken
 	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:

 	 
	 	/s/ Anna Hausson
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Anna Hausson 	 
	 	 	Title:  	 	 
	 
	 	Address:	Råkv. 42, 23736 Bjärred

 

Sweden
 	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:

 	 
	 	/s/ Tim Hansen
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	                                               Tim Hansen
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address:	Bielkevägen 12, S-18263 Djursholms

 

Sweden
 	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	 STOCKHOLDER:

 	 
	 	 Måns Hultman
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	                                              /s/ Måns Hultman
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	Address:  	
 	 
	 	 	
 	 
	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	STOCKHOLDER:

 	 
	 	
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	                                              /s/ Johan Idh
 	 
	 	 	Name:  	Johan Idh 	 
	 	 	Title:  	Software developer 	 
	 
	 	Address:	Iliongränd 19

 

SE — 22472 LUND
 	 



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Investors’ Rights Agreement





 











 





	 	 	 	 	 
	 	STOCKHOLDER:



Stiftelsen Industrifonden

 

[Print Name of Stockholder]

 	 
	 	By:  	
/s/ Lars Ōjefors            
   /s/ Tommy Nilsson
 	 
	 	 	Name:  	Lars Ōjefors        Tommy Nilsson	 
	 	 	Title:  	 	 
	 	 	 	 	 
	 	 Address:  	P.O. Box 1163 SE — 11191 Stockholm

 

Sweden
 	 






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	 	STOCKHOLDER:



Intenspentia AB


Måns Hultman

 	 
	 	By:  	/s/ Måns Hultman
 	 
	 
	 	Address:  	Valborgsgatan
 	 
	 	 	 	Malmö 	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:




Lena Jeppsen

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Lena Jeppsen
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address:  	Ryttaregatan 1c
 	 
	 	 	 	21243 Malmö 	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:




Kristoffer Jönsson

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Kristoffer Jönsson
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	Address:  	Falkenbergsgatan 1
 	 
	 	 	214 24 Malmö, Sweden 	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:



Sten K Johnson

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Sten K Johnson
 	 
	 	 	Name:  	Sten K Johnson 	 
	 	 	Title:  	Director 	 
	 
	 	Address:  	Sveciagatan 22
 	 
	 	 	 	SE — 216 18 Limhamn 	 
	 	 	 	Sweden 	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:



Kamelen 7

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Sven Olsson
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	Address:  	 	 
	 	 	 	 



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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Niklas Lagesson	 	 
	 	 	 	 	 	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	October 26 2004	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Niklas Lagesson	 	 
	 

	 	 	 	 	 	Title:	 	Mr	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Tågaborg 46	 	 
	 

	 	 	 	 	 	 	 	Helsingborg SE	 	 






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Investors’ Rights Agreement




 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Magnus Lindhe	 	 
	 	 	 	 	 	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Magnus Lindhe	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Magnus Lindhe	 	 
	 

	 	 	 	 	 	Title:
	 	VP Scandinavian Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Visvägen 18, 245 42
Staffanstorp
 

 
 

	 	 






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Investors’ Rights Agreement




 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Anna Lindh	 	 
	 	 	 	 	 	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Anna Lindh	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Nobelvägen 113	 	 
	 

	 	 	 	 	 	 	 	21433 Malmö	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Håkan Lohmander	 	 
	 	 	 	 	 	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Håkan Lohmander	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Håkan Lohmander	 	 
	 

	 	 	 	 	 	Title:
	 	Ph.D.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Elevgränden 14	 	 
	 

	 	 	 	 	 	 	 	SE — 224 67 LUND, Sweden	 	 






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Investors’ Rights Agreement




 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Carl Lohmander	 	 
	 	 	 	 	 	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Elevgränden 14	 	 
	 

	 	 	 	 	 	 	 	SE — 224 67 LUND,
Sweden	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	On behalf of Carl Lohmander, legal
guardians of Carl Lohmander	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Håkan Lohmander	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Håkan Lohmander	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Kerstin Lohmander	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Kerstin Lohmander	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Waitis Handels AB	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Måns Hultman	 	 
	 	 	 	 	 	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Måns Hultman	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Måns Hultman	 	 
	 

	 	 	 	 	 	Title:
	 	Ceo	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jeanett Miladinov	 	 
	 	 	 	 	 	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Jeanett Miladinov	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Jeanett Miladinov	 	 
	 

	 	 	 	 	 	Title:
	 	Accounting Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Tåbelundsvägen 5	 	 
	 

	 	 	 	 	 	 	 	S — 241 37 Eslöv	 	 






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	 	STOCKHOLDER:

 	 
	 	Jonas Nachmanson
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	/s/ Jonas Nachmanson
 	 
	 	 	Name:  	Jonas Nachmanson 	 
	 	 	Title:  	 	 
	 
	 	Address:  	Kansligatan 11

 

S — 244 31 Kävlinge, Sweden
 	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	STOCKHOLDER:

 	 
	 	/s/ Kenneth Nörgaard
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	Kenneth Nörgaard 	 
	 	 	Title:  	Key Account Manager 	 
	 
	 	 	 
	 	Address:  	Backgatan 5 270 35 Blentarp

 

Sweden
 	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	STOCKHOLDER:

 	 
	 	Lennart Nilsson
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	/s/ Lennart Nilsson	 
	 	 	Title:  	 	 
	 
	 	Address:  	Professorsgatan 26

 

S — 223 63 Lund Sweden
 	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	STOCKHOLDER:

 	 
	 	Margareta Nilsson
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	/s/ Margareta Nilsson	 
	 	 	Title:  	 	 
	 
	 	Address:  	Professorsgatan 24

 

223 63 Lund
 	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	STOCKHOLDER:

 	 
	 	Tamara Neumann
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	/s/ Tamara Neumann
 	 
	 	 	Name:  	Tamara Neumann 	 
	 	 	Title:  	Consultant 	 
	 
	 	Address:  	Steigerweg 6

 

34233 Fuldatal

 

Germany
 	 



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Investors’ Rights Agreement







 









 








	 	 	 	 	 
	 	STOCKHOLDER:

 	 
	 	Novexus, LLC
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	/s/ Christer Bergman
 	 
	 	 	Name:  	Christer Bergman 	 
	 	 	Title:  	President 	 
	 
	 	Address:  	927 Fairway Dr

 

Vienna, VA 22180 USA
 	 



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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Parlamentet 1 AB

Måns Hultman	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Måns Hultman	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





Signature Page to Qlik Technologies Inc.

Investors’ Rights Agreement






 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Tor Peters

[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Tor Peters	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





Signature Page to Qlik Technologies Inc.

Investors’ Rights Agreement




 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Daniel Persson
	 	 
	 	 	 	 	
[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Daniel Persson	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Flygelvägen 100 22472 Lund

 

Sweden	 	 






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Investors’ Rights Agreement




 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Pär Rosell
	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Pär Rosell	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Pär Rosell	 	 
	 

	 	 	 	 	 	Title:
	 	Director Corporate Marketing
	 	
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Derbyvägen 67

 

252 86 Helsingborg	 	 






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Investors’ Rights Agreement





 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jens Rundquist
	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Jens Rundquist	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	 	 	






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Ingrid Bergmans väg 11

 

169 40 Solna	 	 






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Investors’ Rights Agreement





 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Malin Sjöberg

 

[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Malin Sjöberg	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	Translator / Documentalist
	 	
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Bäckabrinken 35B 

 

S — 244 33 Kävlinge	 	 






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Investors’ Rights Agreement





 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patrick Sillén

[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	2004-10-26	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	/s/ Patrick Sillén	 	 
	 

	 	 	 	 	 	Title:
	 	Mv.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Byastugsvägen 45

246 51 Löddeköpinge	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Hans Sjöstedt

 

[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Hans Sjöstedt	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Styckjunkargatan 6 2123 Malmö

 

Sweden	 	






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	 	STOCKHOLDER:

 	 
	 	/s/ Pelle Sandö
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Pelle Sandö 	 
	 	 	Title:  	 	 
	 
	 	Address:  	                                 Tunvägen 22
 	 
	 	 	170 68 Solna 	 
	 	 	Sweden 	 
	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:



Sundet Investment AB

Måns Hultman

 	 
	 	By:  	/s/ Måns Hultman
 	 



	 	 	 	 	 
	 	Address:  	
 	 
	 	  	
 	 



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	 	STOCKHOLDER:

 	 
	 	/s/ Roland Stålbrand
 	 
	 	[Print Name of Stockholder] 	 
	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Sales Manager 	 
	 
	 	Address:  	                           Bäckabrinken 35B, 244 33
 	 
	 	 	Kävlinge, Sweden 	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:



Henrik Svensson

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Henrik Svensson
 	 
	 	 	Name:  	Henrick Svensson 	 
	 	 	Title:  	 	 
	 
	 	Address:  	                          Östervång 43
 	 
	 	 	SE — 247 32 Södra Sandby 	 
	 	 	Sweden 	 



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Investors’ Rights Agreement






 









 








	 	 	 	 	 
	 	STOCKHOLDER:



Maria Stenberg

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Maria Stenberg
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address:  	                                Gråvädersvägen 44
 	 
	 	 	222 28 Lund 	 



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	 	STOCKHOLDER:



Wilhelm Suneson

 

[Print Name of Stockholder]

 	 
	 	By:  	/s/ Wilhelm Suneson
 	 
	 	 	Name:  	Wilhelm Suneson 	 
	 	 	Title:  	Account Manager 	 
	 
	 	Address:  	                              121 52 Johanneshov
 	 
	 	 	Karlskronavägen 59 	 



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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Gösta Sjölin	 	 
	 	 	 	 	 	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Gösta Sjölin	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Nicoloviusgatan 8 A

 

217 57 Malmö Sweden	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Tibia Konsult AB	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Sten K Johnson	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Sten K Johnson	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	Director	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	c/o Midway Holding AB

 

Box 4241

 

SE — 203 13 Malmö

Sweden	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Johan Wickström	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Johan Wickström	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Johan Wickström	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Ringv 99 235 93 Vellinge

 

 	 	






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Rasmus Wittsell	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Rasmus Wittsell	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Västergatan 28

 

275 33 Sjöbo Sweden	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Carolina Wikström	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Carolina Wikström	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Borgens Allé 21

 

SE — 244 39 Kävlinge

 

Sweden	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Peter Vilén Fastighetskonsult AB	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Peter Vilén	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Peter Vilén	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	Vasagatan 2A

 

216 12 Limhamn

 

Sweden	 	 






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	 	 	 	 	STOCKHOLDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Håkan Wolgé	 	 
	 	 	 	 	[Print Name of Stockholder]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Håkan Wolgé	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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SCHEDULE A




List of Investors


Accel Europe, L.P.



Accel Europe Investors 2004 L.P.



Jerusalem Venture Partners IV, L.P.



Jerusalem Venture Partners IV-A, L.P.



Jerusalem Venture Partners Entrepreneurs Fund IV, L.P.



Jerusalem Venture Partners IV (Israel), L.P.







S-1









 








SCHEDULE B




List of Stockholders



[See attached]




QlikTech Stockholders




Asplund, Johan

Averstedt, Johan

Been, Henrik

Benteke, Per

Berg, Bjorn

Berg, Christer

Berg, Lars-Inge

Berg, Lisa

Berg, Sten

Berglund, Karin

Bjork, Claes

Bjork, Lars

BlueGenes Natverkskapital AB

Callin, Johan

Carlo, Ingemar

Carnemark, Mathias

Dahlberg, Adam

Dahlberg, Anna

Dahlberg, Johan

Ehno, Fredrik

Falkenborn, Anna

Falkenborn, Per

Flodr, Ivana

Gantro AB

Gestrelius, Harriet

Gestrelius, Staffan

Hansen, Tim

Hansson, Anna

Hultman, Mans

Idh, Johan

Intenspentia

Jeppesen, Lena

Jonsson, Kristoffer

Johnson, Sten K. c/o Midway Holding

Kamelen 7 AB Att: Sven Olsson

Lageson, Niklas

Laitis Handels AB, Att: Mats Nilstoft

Lindh, Anna

Lindhe, Magnus

Lohmander, Carl

Lohmander, Hakan

MG Engstrom AB, Goran Engstrom

Miladinov, Jeanett

MM 2000 Markment AB, Att: Roy Ahnell

Nahmanson, Jonas

Neumann, Tamara

Nilsson, Lennard

Nilsson, Margareta

Norgaard, Kenneth

Novesux LLC, Crhister Begman

Parlamentet 1 AB, mats Nilstoft

Persson, Daniel

Peter Vilen Fastighetskonsult AB

Peters, Tor

Ravas, Niclas

Rosell, Pelle

Rundquist, Jens

Sando, Pelle

Sillen, Patrick

Sjoberg, Malin

Sjolin, Gosta

Sjostedt, Hans

Stalbrand, Roalnd

Stenberg, Maria

Stiftelsen Industrifonden

Sundet Investment

Suneson, Wilhelm

Svensson, Henrik

Swedestart II KB (Capman)

Tibia AB c/o Midway Holding

Wickstrom, Johan

Wikstrom, Carolina

Wittsell, Rasmus

Wolge, Hakan