exv4w3






Exhibit 4.3




AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT




     THIS AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT (this “Amendment”) is made as of the 2nd day of
August, 2010, by and among SciQuest, Inc. (the “Company”), Trinity Ventures VII, L.P., Trinity VII
Side-By-Side Fund, L.P., Trinity Ventures VIII, L.P., Trinity VIII Side-By-Side Fund, L.P., Trinity
VIII Entreprenuers’ Fund, L.P., Intersouth Partners V, L.P., Intersouth Affiliates V, L.P.,
Intersouth Partners VI, L.P., and certain other persons listed on the signature pages hereto.



RECITALS:




     WHEREAS, the Company, Trinity Ventures VII, L.P., Trinity VII Side-By-Side Fund, L.P., Trinity
Ventures VIII, L.P., Trinity VIII Side-By-Side Fund, L.P., Trinity VIII Entreprenuers’ Fund, L.P.,
Intersouth Partners V, L.P., Intersouth Affiliates V, L.P., Intersouth Partners VI, L.P., and
certain other persons named therein are parties to that certain Stockholders Agreement, dated as of
July 28, 2004 (the “Original Agreement”);



     WHEREAS, the parties hereto desire to amend the Original Agreement as set forth herein; and



     WHEREAS, capitalized terms used herein, unless otherwise defined herein shall have the
meanings ascribed to them in the Original Agreement.



     NOW, THEREFORE, in consideration of the premises set forth herein, the parties hereto agree as
follows:



     1. Article 2 of the Original Agreement is hereby amended by the addition of a Section 2.11 to
read in its entirety as follows:




     Section 2.11. Termination. The provisions of this Article 2 shall terminate upon the
consummation of a Qualified IPO.



     2. Article 3 of the Original Agreement is hereby amended by the addition of a Section 3.07 to
read in its entirety as follows:




     Section 3.07. Termination. The provisions of this Article 3 shall terminate upon the
consummation of a Qualified IPO.



     3. Section 4.01 of the Original Agreement is hereby amended by the addition of a subsection
(j) to read in its entirety as follows:




     (j) The provisions of this Section 4.01 shall terminate upon the consummation of a
Qualified IPO.



     4. As amended by this Amendment, the Original Agreement shall continue in full force and
effect in accordance with its terms. In the event of any conflict between the terms and



 









 




conditions of this Amendment and the terms and conditions of the Original Agreement, the terms
and conditions of this Amendment shall prevail. Any reference to the Original Agreement contained
in any other document or instrument shall be deemed to be a reference to the Original Agreement as
amended hereby.




     5. This Amendment may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument, and any of the parties hereto may execute this
Amendment by signing any such counterpart.



     6. This Amendment shall be governed by, and construed and enforced in accordance with, the
terms of the Original Agreement, as amended by this Amendment.



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     IN WITNESS WHEREOF, this Amendment No. 1 to Stockholders Agreement has been duly executed and
delivered by the parties as of the date first above written.



	 	 	 	 	 	 	 

	 	 	SCIQUEST, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stephen J. Wiehe
 

Stephen J. Wiehe,
	 	 
	 

	 	Title:	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	TRINITY VENTURES VII, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Noel J. Fenton
 

Noel J. Fenton
	 	 
	 

	 	Title:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	TRINITY VII SIDE-BY-SIDE FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Noel J. Fenton
 

Noel J. Fenton
	 	 
	 

	 	Title:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	TRINITY VENTURES VIII, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Noel J. Fenton
 

Noel J. Fenton
	 	 
	 

	 	Title:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	TRINITY VIII SIDE-BY-SIDE FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Noel J. Fenton
 

Noel J. Fenton
	 	 
	 

	 	Title:
	 	General Partner	 	 






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	 	 	TRINITY VIII ENTREPRENEURS’ FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Noel J. Fenton
 

Noel J. Fenton
	 	 
	 

	 	Title:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSOUTH PARTNERS V, L.P.	 	 
	 	 	By: Intersouth Associates V, LLC	 	 
	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mitch Mumma
 

Mitch Mumma
	 	 
	 

	 	Title:
	 	Member Manager	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSOUTH AFFILIATES V, L.P.	 	 
	 	 	By: Intersouth Associates V, LLC	 	 
	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mitch Mumma
 

Mitch Mumma
	 	 
	 

	 	Title:
	 	Member Manager	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSOUTH PARTNERS VI, L.P.	 	 
	 	 	By: Intersouth Associates VI, LLC	 	 
	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mitch Mumma
 

Mitch Mumma
	 	 
	 

	 	Title:
	 	Member Manager	 	 
	 
	 	 	 	 	 	 
	 	 	RIVER CITIES SBIC III, L.P.	 	 
	 	 	By: RCCF Management, Inc., General 
Partner 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Edwin T. Robinson
 

Edwin T. Robinson
	 	 
	 

	 	Title:
	 	President	 	 







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