exv4w3



 





Exhibit 4.3




DEMANDTEC, INC.




AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT




September 20, 2002




 









 





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
	 	 	7	 
	1.7 Expenses of Registration
	 	 	7	 
	1.8 Delay of Registration
	 	 	8	 
	1.9 Indemnification
	 	 	8	 
	1.10 Reports Under Securities Exchange Act of 1934
	 	 	10	 
	1.11 Assignment of Registration Rights
	 	 	11	 
	1.12 Limitations on Subsequent Registration Rights
	 	 	11	 
	1.13 “Market Stand-Off” Agreement
	 	 	11	 
	1.14 Termination of Registration Rights
	 	 	12	 
	 
	 	 	 	 
	2. Covenants of the Company
	 	 	12	 
	2.1 Delivery of Financial Statements
	 	 	12	 
	2.2 Inspection
	 	 	13	 
	2.3 Termination of Information and Inspection Covenants
	 	 	13	 
	2.4 Right of First Offer
	 	 	13	 
	2.5 Proprietary Information and Inventions Agreement
	 	 	15	 
	2.6 Employee Agreements
	 	 	15	 
	2.7 Termination of Certain Covenants
	 	 	15	 
	 
	 	 	 	 
	3. Miscellaneous
	 	 	16	 
	3.1 Successors and Assigns
	 	 	16	 
	3.2 Governing Law
	 	 	16	 
	3.3 Counterparts
	 	 	16	 
	3.4 Titles and Subtitles
	 	 	16	 
	3.5 Notices
	 	 	16	 
	3.6 Expenses
	 	 	16	 
	3.7 Entire Agreement: Amendments and Waivers
	 	 	16	 
	3.8 Severability
	 	 	17	 
	3.9 Aggregation of Stock
	 	 	17	 
	3.10 Silicon Valley Bank
	 	 	17	 







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AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT




          THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 20th day of September,
2002, by and among DemandTec, 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 collectively
the “Investors”).



RECITALS




          WHEREAS, certain of the Investors (the “Existing Investors”) possess registration rights,
information rights, rights of first offer, and other rights pursuant to that certain Amended and
Restated Investors’ Rights Agreement dated as of November 16, 2001, as amended from time to time,
among the Company and such Existing Investors (the “Prior Agreement”); and



          WHEREAS, the Existing Investors are holders of at least a majority of the “Registrable
Securities” of the Company (as defined in the Prior Agreement), and desire to terminate the Prior
Agreement and to accept the rights created pursuant hereto in lieu of the rights granted to them
under the Prior Agreement; and



          WHEREAS, certain Investors are parties to the Supplemental Series C Preferred Stock Purchase
Agreement of even date herewith among the Company and certain of the Investors (the “Series C
Agreement”), which provides that as a condition to the closing of the sale of the Series C
Preferred Stock, this Agreement must be executed and delivered by such Investors, Existing
Investors holding at least a majority of the “Registrable Securities” of the Company (as defined in
the Prior Agreement) and the Company.



          NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the
Existing Investors hereby agree that the Prior Agreement shall be superseded and replaced in its
entirety by this Agreement, and the parties hereto further 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 Public Offering” means the Company’s first firm commitment underwritten
public offering of its Common Stock filed on Form S-1 or Form SB-2 under the Act.



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



                    (f) The term “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, Series B Preferred Stock and Series C Preferred Stock
and (ii) 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) 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 then 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 “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) November 16, 2004 or (ii) six (6) months after the effective date of the
Initial Public Offering, a written request from the Holders of thirty percent (30%) or more of the
Registrable Securities then outstanding (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 of at least $5,000,000, 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 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



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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 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 a majority 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 of 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 on
a pro rata basis 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) 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 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 Section 1.4 hereof; or



                         (v) if the Company shall furnish to Holders requesting 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
to delay a request shall be exercised by the Company not more than once in any twelve (12)-month
period.



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               1.3 Company Registration.



                    (a) Company Registration. If (but without any obligation to do so) the Company
proposes to register (including for this purpose a registration effected by the Company 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 to participants in a Company stock plan, a registration relating to a
corporate reorganization or a 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 reasonable efforts to cause to be registered
under the Act all of the Registrable Securities that each such Holder has requested 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 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’ securities in such underwriting unless they accept the
terms of the underwriting as agreed upon between the Company and the underwriters selected by it
(or by other persons entitled to select the underwriters) and enter into an underwriting agreement
in customary form with such underwriter or 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, including Registrable Securities, that the underwriters determine in their sole
discretion will not jeopardize the success of the offering (the securities so included to be
apportioned pro rata among the selling Holders according to the total amount of securities entitled
to be included therein owned by each selling Holder or in such other proportions as shall mutually
be agreed to by such selling Holders), but (i) 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, or (ii)
notwithstanding (i) above, in no event shall the selling Holders be excluded from any registration
unless all other stockholders’ shares are first excluded from such offering. For



4









 







purposes of the
preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of
Registrable Securities and that is a venture capital fund, partnership or corporation, the
affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or
the estates and family members of any such partners and retired partners 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 at
least thirty percent (30%) of the Registrable Securities then outstanding 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 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 $1,000,000;



                         (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive
Officer or Chairman of the Board of the Company 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 Form S-3 Registration to be effected at such time, in which event the Company
shall have the right to defer the filing of the Form S-3 registration statement for a period of not
more than ninety (90) days after receipt of the
request of the Holder or Holders under this Section 1.4; provided, however, that the Company
shall not utilize this right more than once in any twelve month period;



                         (iv) if the Company has, within the six (6) month period preceding the date of such request,
already effected one registration on Form S-3 for the Holders pursuant to this Section 1.4; or



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                         (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) 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 Holders. Registrations effected pursuant to this
Section 1.4 shall not be counted as requests for registration effected pursuant to Sections 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 reasonable efforts to cause such registration statement to become effective,
and, upon the request of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration 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 numbers 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 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;



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                    (g) cause all such Registrable Securities registered pursuant hereunder to be listed on each
securities exchange 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:



                         (i) in the good faith judgment of the Board of Directors of the Company, materially impede,
delay or interfere with any material pending or proposed financing, acquisition, corporate
reorganization or other similar transaction involving the Company for which the Board of Directors
of the Company has authorized negotiations;



                         (ii) in the good faith judgment of the Board of Directors of the Company, materially adversely
impair the consummation of any pending or proposed material offering or sale of any class of
securities by the Company; or



                         (iii) in the good faith judgment of the Board of Directors of the Company, 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 during which 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 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 required to effect the registration of such Holder’s Registrable
Securities. In connection
therewith, each selling Holder shall be required to represent to the Company that all such
information that is given by such selling Holder is, to the best of its knowledge, without any
independent investigation, both complete and accurate in all material respects when made.



               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



7









 







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 retained
in connection with any such registrations 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 or Section 1.4 if the registration request is subsequently withdrawn
at the request of the Holders of a majority 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 a majority of the Registrable
Securities agree to forfeit their right to one demand registration pursuant to Section 1.2,
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 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 or 1.4.



               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 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 or 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 or any state securities laws, 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 therein 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 or
controlling 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; 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



8









 







reliance
upon and in conformity with written information furnished expressly for use in connection with such
registration by any such Holder, underwriter or controlling 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 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 prospectus (as then amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) was not sent or given by or on behalf of such
Holder or underwriter to such person, if required by law so to have been 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 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 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; 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), 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 any



9









 







liability to the indemnified party under this Section 1.9, but the omission so to 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 of the
indemnified party on the other 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.
The relative fault of the indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the 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; provided, that in no event shall any
contribution by a Holder under this Section 1.9(d), together with the amount of any indemnity by
such Holder under Section 1.9(b), exceed the net proceeds from the offering received by such
Holder.



                    (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 Securities Exchange Act of 1934. With a view to making available
to the Holders the benefits of Rule 144 promulgated under the Act 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
SEC Rule 144, at all times after the effective date of the Initial Public 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 SEC 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



10









 







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 in availing
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 (i) is a subsidiary,
parent, partner, limited partner, retired partner or stockholder of a Holder, (ii) is a Holder’s
family member or trust for the benefit of an individual Holder, or (iii) after such assignment or
transfer, holds at least 500,000 shares of Registrable Securities (subject to appropriate
adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided:
(a) 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; (b) 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 (c) 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. In addition to the foregoing, such Holder shall not transfer
any Registrable Securities to any transferee or assignee that is, in the good faith judgment of the
Board of Directors, deemed to be a direct competitor of the Company.



               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 a majority 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 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. Each Holder 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 public 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 (whether such shares or
any such securities are then owned by the Holder or are thereafter acquired), 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



11









 







Stock or such other securities, in cash or
otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company’s initial
public 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 if all officers
and directors and greater than one percent (1%) stockholders of the Company enter into similar
agreements. The underwriters in connection with the Company’s initial public 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 further agrees to
execute such agreements as may be reasonably requested by the underwriters in the Company’s initial
public offering that are consistent with this Section 1.13 or that are necessary to give further
effect thereto.



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




               1.14 Termination of Registration Rights. No Holder shall be entitled to exercise any
right provided for in this Section 1 after five (5) years following the consummation of the Initial
Public Offering or, as to any Holder, such earlier time after the Initial Public Offering at which
such Holder owns one percent (1%) or less of the Company’s outstanding Common Stock and at which
all Registrable Securities held by such Holder (and 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 of the Act.



          2. Covenants of the Company.




               2.1 Delivery of Financial Statements. The Company shall deliver to each Investor (or
transferee of an Investor) that holds at least 2,000,000 shares of Registrable Securities (subject
to appropriate adjustment for stock splits, stock dividends, combinations and other
recapitalizations) (a “Major Investor”):



                    (a) as soon as practicable, but in any event within one hundred twenty (120) 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 stockholder’s 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 generally accepted accounting principles
(“GAAP”), 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 thirty (30) 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 (actual and estimated for the coming six month
period), an unaudited balance sheet as of the end of such fiscal quarter and a detailed
capitalization table;



12









 





                    (c) within thirty (30) days of the end of each of the first three (3) quarters of the fiscal
year of the Company and upon reasonable request by such Investor, a detailed narrative of the
financials described in Section 2.1(b) above;



                    (d) within thirty (30) days of the end of each fiscal month of the Company, an unaudited
income statement, statement of cash flows for such fiscal month and an unaudited balance sheet as
of the end of such fiscal month;



                    (e) 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, prepared on a quarterly
basis, including balance sheets, income statements and statements of cash flows for such quarters
and, as soon as prepared, any other budgets or revised budgets prepared by the Company;



                    (f) with respect to the financial statements called for in subsection (b) 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 GAAP consistently applied with prior practice for
earlier periods (with the exception of footnotes that may be required by GAAP) 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



                    (g) such other information relating to the financial condition, business or corporate affairs
of the Company as the Major Investor 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.



               2.2 Inspection. The Company shall permit each Major Investor at such Major 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 of
(i) the issuance by the Company of securities pursuant to a bona fide, firmly underwritten public
offering of shares of Common Stock, registered on Form S-1 or Form SB-2 under the Act, resulting in
proceeds to the Company of at least $30,000,000 in the aggregate (before deducting underwriting
discounts, commissions or expenses) or (ii) when the Company first becomes subject to the periodic
reporting requirements of Sections 12(g) or 15(d) of the 1934 Act.



               2.4 Right of First Offer. Subject to the terms and conditions specified in this
Section 2.4, the Company hereby grants to each Major Investor a right of first offer with respect
to future sales by the Company of its Shares (as hereinafter defined). For purposes of



13









 







this
Section 2.4, the term Major Investor includes any general partners 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 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, any class 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
receipt of the Notice, each Major Investor may elect to purchase or obtain, 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 Registrable Securities issued and held by such Major Investor 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 up to 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 Registrable Securities issued and held by such Fully-Exercising
Investor bears to the total number of shares of Registrable Securities issued and held by all
Fully-Exercising Investors who wish to purchase some of the unsubscribed shares.



                    (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
ninety (90) 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 or
other service providers for the primary purpose of soliciting or retaining their services directly
or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors;
(ii) the issuance of securities pursuant to a bona fide, firmly underwritten public offering of
shares of Common Stock, registered under the Act, resulting in



14









 







proceeds to the Company of at least
$30,000,000 in the aggregate (before deducting underwriting discounts, commission or expenses),
(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 of or by the Company, whether by merger, consolidation, sale of assets, sale or
exchange of stock or otherwise, provided that such issuance is approved by the Board of Directors,
(v) the issuance of stock, warrants or other securities or rights to persons or entities with which
the Company has business relationships, provided that such issuance is for other than primarily
equity financing purposes and provided that such issuance is approved by the Board of Directors
(including the directors appointed by the holders of Series B Preferred Stock and Series C
Preferred Stock) (vi) the issuance of stock, warrants or other securities or rights to financial
institutions or lessors in connection with credit or equipment financing arrangements, provided
that such issuance is approved by the Board of Directors (including the directors appointed by the
holders of Series B Preferred Stock and Series C Preferred Stock) or (vii) the issuance of shares
of Series C Preferred Stock pursuant to the Series C 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
and any subsequent offering of Shares if (x) (i) at the time of such offering, the Major Investor
is not an “accredited investor,” as the 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 or (y) such Major
Investor is, in the good faith judgment of the Board of Directors, deemed to be a competitor of the
Company.



                    (e) The rights provided in this Section 2.4 may not be assigned or transferred by a 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.



               2.5 Proprietary Information and Inventions Agreements. The Company shall require all
employees and consultants 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.



               2.6 Employee Agreements. 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 vesting of shares over a four-year period with the first 12.5% of
such shares
vesting following six (6) months of continued employment or services, and the remaining shares
vesting in equal monthly installments over the following 42 months thereafter. The Company shall
retain a right of first refusal on transfers until the Company’s initial public offering and the
right to repurchase unvested shares at cost.



               2.7 Termination of Certain Covenants. The covenants set forth in Sections 2.4, 2.5
and 2.6 shall terminate and be of no further force or effect upon the consummation of the sale of
securities pursuant to a bona fide, firmly underwritten public offering of shares of Common Stock,
registered under the Act, resulting in proceeds to the Company of at least $30,000,000 in the
aggregate (before deducting underwriting discounts, commissions or expenses).



15









 





          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, 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 California as applied to agreements among California residents entered into and to
be performed entirely within California.



               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. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified or upon delivery by confirmed facsimile transmission, nationally
recognized overnight courier service, or upon deposit with the United States Post Office, by
registered or certified mail, postage prepaid and addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or at such other address as such
party may designate by ten (10) days’ advance written notice to the other parties.



               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 2.1,
Section 2.2, Section 2.3, Section 2.4 and Section 2.5) 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 a
majority of the Registrable Securities then outstanding. The provisions of Section 2.1, Section
2.2, Section 2.3, Section 2.4 and Section 2.5 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 the holders of two-thirds of the then-outstanding Registrable Securities that are held
by Major Investors. Any amendment or waiver



16









 







effected in accordance with this paragraph shall be
binding upon each holder of any Registrable Securities, each future holder of all such Registrable
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 shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.



               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.



               3.10 Silicon Valley Bank. Notwithstanding any other term of this Agreement, Silicon
Valley Bank (i) shall be an “Investor” (as defined herein) only for purposes of Section 1 of this
Agreement, and (ii) specifically shall not be an “Investor” for purposes of Section 2 of
this Agreement.



[Signature Page Next]




17









 





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




	 	 	 	 	 
	 	DEMANDTEC, INC.

 	 
	 	By:  	/s/ Dan Fishback
 	 
	 	 	Dan Fishback, President and Chief 	 
	 	 	     Executive Officer 	 
	 



	 	 	 	 	 
	 

	 	Address:
	 	One Circle Star Way, Suite 200
	 

	 	 	 	San Carlos, CA 94070






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INVESTORS RIGHTS AGREEMENT






 









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	CROSSPOINT VENTURE PARTNERS 2000, L.P.	 	 
	 

	 	 	 	By:
	 	Crosspoint Associates 2000, L.L.C.	 	 
	 

	 	 	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ James Dorrian
 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	2925 Woodside Road	 	 
	 	 	 	 	Woodside, California 94062	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	CROSSPOINT VENTURE PARTNERS 2000 (Q), L.P.	 	 
	 

	 	 	 	By:
	 	Crosspoint Associates 2000, L.L.C.	 	 
	 

	 	 	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ James Dorrian	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	2925 Woodside Road	 	 
	 	 	 	 	Woodside, California 94062	 	 





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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	CARGILL, INCORPORATED	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ James Sayre	 	 
	 

	 	 	 	 	 	 

President, Cargill Ventures
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	1500 Fashion Island Blvd, Suite 209	 	 
	 	 	 	 	San Mateo, Ca 94404	 	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	ALTOS VENTURES	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Han J. Kim	 	 
	 

	 	 	 	 	 	 

General Partner
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	2882 Sand Hill Road, Suite 100	 	 
	 	 	 	 	Menlo Park, California 94025	 	 






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INVESTORS RIGHTS AGREEMENT



 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	ATHENA VENTURE FUND LP	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Steven Lee	 	 
	 

	 	 	 	 	 	 

Principal
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	310 University Avenue, Suite 202	 	 
	 	 	 	 	Palo Alto, California 94301	 	 






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	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Homer and Marcia Dunn	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Homer Dunn	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	1190 Sacramento Street	 	 
	 

	 	 	 	San Francisco, CA 94108	 	 





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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Moldaw Variable Fund	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Stuart G. Moldaw	 	 
	 

	 	 	 	 	 	 

General Partner
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o Gymboree	 	 
	 	 	 	 	Attn: Stuart Moldaw	 	 
	 	 	 	 	700 Airport Blvd., Suite# 200	 	 
	 	 	 	 	Burlingame, CA 94010	 	 





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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	GC&H Investments	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Andrei M. Manoliu	 	 
	 

	 	 	 	 	 	 

Executive Partner
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o Cooley Godward	 	 
	 	 	 	 	5 Palo Alto Square	 	 
	 	 	 	 	3000 El Camino Real	 	 
	 	 	 	 	Palo Alto, CA 94306	 	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	WS Investments Co 99B	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Aaron Alter	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o Wilson Sonsini Goodrich & Rosati	 	 
	 	 	 	 	650 Page Mill Road	 	 
	 	 	 	 	Palo Alto, CA 94304	 	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Storm Duncan	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Storm Duncan	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	21 Mallorca Way	 	 
	 	 	 	 	San Francisco, CA 94123	 	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Howard Park	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Howard Park	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	289 29th Avenue	 	 
	 	 	 	 	San Francisco, CA 94121	 	 





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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Gerard Cunningham	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Gerard Cunningham	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	208 Third Street	 	 
	 	 	 	 	Sausalito, CA 94965	 	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Richard Arnold	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Richard S. Arnold, Jr.	 	 
	 	 	 	 	 	 	 
	 
	 	 	Address:	 	c/o Wilson Sonsini Goodrich & Rosati	 	 
	 	 	 	 	650 Page Mill Road	 	 
	 	 	 	 	Palo Alto, CA 94304	 	 





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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Aaron Alter	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Aaron Alter	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o Wilson Sonsini Goodrich & Rosati	 	 
	 	 	 	 	650 Page Mill Road	 	 
	 	 	 	 	Palo Alto, CA 94304	 	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Jamie Stewart	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Jamie Stewart	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o Wilson Sonsini Goodrich & Rosati	 	 
	 	 	 	 	650 Page Mill Road	 	 
	 	 	 	 	Palo Alto, CA 94304	 	 





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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Larry Lowry	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Larry Lowry	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	137 Stockbridge Avenue	 	 
	 	 	 	 	Atherton, CA 94027	 	 





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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Hartwig Huemer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Hartwig Huemer	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	7945 Almor Drive	 	 
	 	 	 	 	Verona, WI 53593	 	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Gary Davis	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Gary Davis	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	263 29th Avenue	 	 
	 	 	 	 	San Francisco, CA 94121	 	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	G&H Partners	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Jonathan Gleason	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o Gunderson Dettmer	 	 
	 	 	 	 	155 Constitution Drive	 	 
	 	 	 	 	Menlo Park, CA 94025	 	 






SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

INVESTORS RIGHTS AGREEMENT



 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Dan Fishback	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Dan Fishback	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o DemandTec, Inc.	 	 
	 	 	 	 	One Circle Star Way, #200	 	 
	 	 	 	 	San Carlos, CA 94070	 	 





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

INVESTORS RIGHTS AGREEMENT




 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Andy Moss	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Andy Moss	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o DemandTec, Inc.	 	 
	 	 	 	 	One Circle Star Way, #200	 	 
	 	 	 	 	San Carlos, CA 94070	 	 





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

INVESTORS RIGHTS AGREEMENT




 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	John Shap	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ John Shap	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o DemandTec, Inc.	 	 
	 	 	 	 	One Circle Star Way, #200	 	 
	 	 	 	 	San Carlos, CA 94070	 	 





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Mark A. Culhane and Michele L. Culhane	 	 
	 	 	 	 	Trustees UTA dtd, 12/16/99	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Mark A. Culhane	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	USB Piper Jaffray as custodian FBO	 	 
	 	 	 	 	Mark Culhane IRA 120 224946	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Mark A. Culhane	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Maxwell A.R. Culhane 1999 Irrevocable Trust	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Mark A. Culhane	 	 
	 

	 	 	 	 	 	 

Trustee
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Monica G. Culhane 1999 Irrevocable Trust	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Mark A. Culhane	 	 
	 

	 	 	 	 	 	 

Trustee
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Michael D. Culhane 1999 Irrevocable Trust	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Mark A. Culhane	 	 
	 

	 	 	 	 	 	 

Trustee
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o DemandTec, Inc.	 	 
	 	 	 	 	One Circle Star Way, #200	 	 
	 	 	 	 	San Carlos, CA 94070	 	 






SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

INVESTORS RIGHTS AGREEMENT



 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Brad Klaus	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Brad Klaus	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o DemandTec, Inc.	 	 
	 	 	 	 	One Circle Star Way, #200	 	 
	 	 	 	 	San Carlos, CA 94070	 	 





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

INVESTORS RIGHTS AGREEMENT




 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Phil Mahoney	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Phil Mahoney	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	12100 Foothill Lane	 	 
	 	 	 	 	Los Altos Hills, CA 94022	 	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	AN “INVESTOR” ONLY FOR PURPOSES OF SECTION 1 OF

THIS AGREEMENT, AND SPECIFICALLY NOT FOR

SECTION 2 OF THIS AGREEMENT:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	SILICON VALLEY BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Kim Crosslin	 	 
	 

	 	 	 	 	 	 

Relationship Manager
	 	  
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	3003 Tasman Drive	 	 
	 	 	 	 	Santa Clara, CA 95054	 	 






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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	GOLD HILL VENTURE LENDING 03, LP

By: Gold Hill Venture Lending Partners 03, LLC,

General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Sean Lynden	 	 
	 

	 	 	 	 	 	 

Partner, Gold Hill Capital
	 	 





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	 	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Eleven Rings, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Harris Barton	 	 
	 

	 	 	 	 	 	 

Managing Member
	 	 






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SCHEDULE A




LIST OF INVESTORS




Aaron J. Alter

Altos Ventures

Altos Ventures II, LP

Andy Moss

Athena Technology Ventures

Athena Venture Fund, L.P.

Cargill, Incorporated

Crosspoint Venture Partners 2000 (Q), L.P.

Crosspoint Venture Partners 2000, L.P.

Dan Fishback

Eleven Rings, LLC

G&H Partners

Gary S. Davis

GC&H Investments

Gerard Cunningham

Hartwig Huemer

Homer and Marcia Dunn

Howard C. Park

John Shap

Jamie Stewart

Larry Lowry

Moldaw Variable Fund

Mark A. Culhane and Michele L. Culhane, Trustees UTA dated 12/16/99

USB Piper Jaffray as custodian FBO Mark Culhane IRA 120 224946

Maxwell A. R. Culhane 1999 Irrevocable Trust

Monica G. Culhane 1999 Irrevocable Trust

Michael D. Culhane 1999 Irrevocable Trust

Phil Mahoney

Richard S. Arnold, Jr.

Silicon Valley Bank (An “Investor” only for purposes of Section 1 of this Agreement, and

specifically not for Section 2 of this Agreement)

Storm Duncan

WS Investment Company 99B

Brad Klaus

Gold Hill Venture Lending 03 LP





S-1