exv10w19



 





Exhibit 10.19



AMENDED AND RESTATED VOTING AGREEMENT




     THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of
September 20, 2002, by and among DemandTec, Inc., a Delaware corporation (the “Company”), the
holders of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred
Stock (collectively, the “Preferred Stock”) listed on the Schedule of Investors attached as
Schedule A hereto (the “Investors”), and the holders of Common Stock of the Company (the
“Common Holders”) listed on the Schedule of Common Holders attached as Schedule B hereto.
The Company, the Common Holders and the Investors are individually each referred to herein as a
“Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Directors
is referred to herein as the “Board.”



WITNESSETH:




     WHEREAS, the Company and certain of the Investors have entered into that certain Supplemental
Series C Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”), which
provides for, among other things, the purchase by certain of the Investors of shares of the
Company’s Series C Preferred Stock (the “Series C Stock”);



     WHEREAS, the Company’s Certificate of Incorporation provides that (a) holders of shares of
Common Stock, voting together as a class, shall elect two (2) members of the Board (the “Common
Directors”), (b) holders of shares of the Company’s Series B Preferred Stock (“Series B Stock”),
voting together as a class, shall elect one (1) member of the Board (the “Series B Director”), (c)
holders of shares of the Company’s Series C Stock, voting together as a class, shall elect one (1)
member of the Board (the “Series C Director”; together with the Series B Director, the “Preferred
Directors”) and (d) holders of shares of Common Stock and holders of shares of Preferred Stock,
voting together as a class, shall be entitled to elect the two (2) remaining members of the Board
(the “Industry Directors”); and



     WHEREAS, the Company, the Common Holders and certain of the Investors are parties to that
certain Amended and Restated Voting Agreement dated as of November 16, 2001 (the “Previous
Agreement”); and



     WHEREAS, to induce certain Investors to enter into the Purchase Agreement and purchase shares
of Series C Stock thereunder, the Company, the holders of shares of the Company’s Series A
Preferred Stock, Series B Stock, Series C Stock and the Common Holders desire to enter into this
Agreement with such Investors, which Agreement shall amend and restate the Previous Agreement in
its entirety;



     NOW, THEREFORE, in consideration of the foregoing premises and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:



     1. Agreement to Vote. Each Investor, as a holder of Preferred Stock, hereby agrees on
behalf of itself and any transferee or assignee of any such shares of the Preferred Stock, to hold
all of the shares of Preferred Stock registered in its name (and any securities of the



 









 







Company issued with respect to, upon conversion of, or in exchange or substitution of the
Preferred Stock, and any other voting securities of the Company subsequently acquired by such
Investor) (hereinafter collectively referred to as the “Investor Shares”) subject to, and to vote
the Investor Shares at a regular or special meeting of stockholders (or by written consent) in
accordance with, the provisions of this Agreement. Each Common Holder, as a holder of Common Stock
of the Company, hereby agrees on behalf of itself and any transferee or assignee of any such shares
of Common Stock, to hold all of such shares of Common Stock and any other securities of the Company
acquired by such Common Holder in the future (and any securities of the Company issued with respect
to, upon conversion of, or in exchange or substitution for such securities) (hereinafter
collectively referred to as the “Common Holder Shares”) subject to, and to vote the Common Holder
Shares at a regular or special meeting of stockholders (or by written consent) in accordance with,
the provisions of this Agreement.



     2. Election of Directors.



          (a) In any election of directors of the Company to elect the Common Directors, the Parties
holding shares of Common Stock shall each vote at any regular or special meeting of stockholders
(or by written consent) such number of shares of Common Stock then owned by them (or as to which
they then have voting power) as may be necessary to elect two (2) directors, one of which directors
shall be the Company’s chief executive officer. Initially, such directors shall be Dan Fishback
and Mike Neal.




          (b) In any election of directors of the Company to elect the Series B Director, the Parties
holding shares of Series B Stock shall each vote at any regular or special meeting of stockholders
(or by written consent) such number of shares of Series B Stock then owned by them (or as to which
they then have voting power) as may be necessary to elect one (1) director nominated by Crosspoint
Venture Partners (“Crosspoint”). Initially, the director nominated by Crosspoint shall be James
Dorrian.




          (c) In any election of directors of the Company to elect the Series C Director, the Parties
holding shares of Series C Stock shall each vote at any regular or special meeting of stockholders
(or by written consent) such number of shares of Series C Stock then owned by them (or as to which
they then have voting power) as may be necessary to elect one (1) director nominated by Cargill
eVentures (“Cargill”). Initially, the director nominated by Cargill shall be James D. Sayre.




          (d) In any election of directors of the Company to elect the Industry Directors, the Investors
and the Common Holders shall each vote at any regular or special meeting of stockholders (or by
written consent) such number of shares of capital stock then owned by them (or as to which they
have voting power) as may be necessary to elect two (2) independent outside directors nominated and
approved by the holders of a majority of Preferred Stock then outstanding. Initially, the
directors nominated as the Industry Directors shall be Larry Lowry and Han Kim.




          (e) In the event of the resignation, death, removal or disqualification of a director selected
by Crosspoint or Cargill, as the case may be, Crosspoint or Cargill shall promptly nominate a new
director, and, after written notice of the nomination has been given by


2









 







Crosspoint or Cargill, as the case may be, to the other parties, each Investor and Common
Holder shall promptly vote its shares of capital stock of the Company to elect such nominee to the
Board of Directors.




     3. Removal. Any director of the Company may be removed from the Board in the manner
allowed by law and the Company’s Certificate of Incorporation and Bylaws, but with respect to a
director designated pursuant to subsections 2(a), 2(b), 2(c) and 2(d) above, only upon the vote or
written consent of the stockholders entitled to designate such director.



     4. Legend on Share Certificates. Each certificate representing any Investor Shares or
Common Holder Shares shall be endorsed by the Company with a legend reading substantially as
follows:



“The Shares evidenced hereby are subject to a Voting Agreement (a
copy of which may be obtained upon written request from the issuer),
and by accepting any interest in such shares the person accepting
such interest shall be deemed to agree to and shall become bound by
all the provisions of said Voting Agreement.”



     5. Covenants of the Company. The Company agrees to use its reasonable efforts to
ensure that the rights granted hereunder are effective and that the Parties hereto enjoy the
benefits thereof. Such actions include, without limitation, the use of the Company’s reasonable
efforts to cause the nomination and election of the directors as provided above. The Company will
not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be performed hereunder by the Company, but will at all times in good faith assist in the
carrying out of all of the provisions of this Agreement and in the taking of all such actions as
may be necessary or appropriate in order to protect the rights of the Parties hereunder against
impairment.



     6. No Liability for Election of Recommended Directors. Neither the Company, the
Common Holders, the Investors, nor any officer, director, stockholder, partner, employee or agent
of such Party, makes any representation or warranty as to the fitness or competence of the nominee
of any Party hereunder to serve on the Company’s Board by virtue of such Party’s execution of this
Agreement or by the act of such Party in voting for such nominee pursuant to this Agreement.



     7. No Revocation. The voting agreements contained herein are coupled with an interest
and may not be revoked during the term of this Agreement (or until as amended according to the
terms of this Agreement).



     8. Specific Enforcement. It is agreed and understood that monetary damages would not
adequately compensate an injured Party for the breach of this Agreement by any Party, that this
Agreement shall be specifically enforceable, and that any breach or threatened breach of this
Agreement shall be the proper subject of a temporary or permanent injunction or restraining order.
Further, each Party hereto waives any claim or defense that there is an adequate remedy at law for
such breach or threatened breach.



3









 





     9. Execution by the Company. The Company, by its execution in the space provided
below, agrees that it will cause the certificates evidencing the shares of Common Stock and
Preferred Stock to bear the legend required by Section 4 herein, and it shall supply, free of
charge, a copy of this Agreement to any holder of a certificate evidencing shares of capital stock
of the Company upon written request from such holder to the Company at its principal office. The
parties hereto do hereby agree that the failure to cause the certificates evidencing the shares of
Common Stock and Preferred Stock to bear the legend required by Section 4 herein and/or failure of
the Company to supply, free of charge, a copy of this Agreement as provided under this Section 9
shall not affect the validity or enforceability of this Agreement.



     10. Captions. The captions, headings and arrangements used in this Agreement are for
convenience only and do not in any way limit or modify the terms and provisions hereof.



     11. Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be sent prepaid registered or certified mail, return receipt requested, addressed to the
other Party at the address shown below or at such other address for which such Party gives notice
hereunder. Such notice shall be deemed to have been given three (3) days after deposit in the
mail.



     12. Term. This Agreement shall terminate and be of no further force or effect upon
the earlier of (a) the consummation of the Company’s sale of its Common Stock or other securities
pursuant to a bona fide, firmly underwritten public offering of such shares of Common Stock
pursuant to a registration filed on Form S-1 or Form SB-2 under the Securities Act of 1933, as
amended, (b) the closing of the Company’s sale of all or substantially all of its assets, or (c)
the acquisition of the Company by another entity by means of merger, consolidation or other
transaction or series of related transactions resulting in (x) the transfer of fifty percent (50%)
or more of the outstanding voting power of the Company or (y) the stockholders of the Company
immediately prior to such transaction or series of related transactions owning less than fifty
percent (50%) of the outstanding voting power of the Company immediately after such transaction or
series of related transactions.



     13. Manner of Voting. The voting of shares pursuant to this Agreement may be effected
in person, by proxy, by written consent, or in any other manner permitted by applicable law.



     14. Amendments and Waivers. Any term hereof may be amended and the observance of any
term hereof may be waived (either generally or in a particular instance and either retroactively or
prospectively) only with the written consent of (a) the holders of a majority of the shares of
Common Stock (not including shares of Common Stock issued upon conversion of Preferred Stock) held
by parties to this Agreement and (b) the holders of a majority of the shares of Common Stock
issuable or issued upon conversion of Preferred Stock held by parties to this Agreement; provided,
however, that the written consent of Crosspoint shall be necessary for any amendment or waiver of
Section 2(b) regarding Crosspoint, and the written consent of Cargill shall be necessary for any
amendment or waiver of Section 2(c) regarding Cargill. Any amendment or waiver so effected shall
be binding upon all the Parties hereto.



4









 





     15. Stock Splits, Stock Dividends, etc. In the event of any issuance of shares of the
Company’s voting securities hereafter to any of the Parties hereto (including, without limitation,
in connection with any stock split, stock dividend, recapitalization, reorganization, or the like),
such shares shall become subject to this Agreement and shall be endorsed with the legend set forth
in Section 4.



     16. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.



     17. Binding Effect. In addition to any restriction on transfer that may be imposed by
any other agreement by which any Party hereto may be bound, this Agreement shall be binding upon
the Parties, their respective heirs, successors and assigns and to such additional individuals or
entities that may become stockholders of the Company and that desire to become Parties hereto;
provided that for any such transfer to be deemed effective, the transferee shall have executed and
delivered an Adoption Agreement substantially in the form attached hereto as Exhibit A.
Upon the execution and delivery of an Adoption Agreement by any transferee reasonably acceptable to
the Company, such transferee shall be deemed to be a Party hereto as if such transferee’s signature
appeared on the signature pages hereto. By their execution hereof or any Adoption Agreement, each
of the Parties hereto appoints the Company as its attorney-in-fact for the purpose of executing any
Adoption Agreement that may be required to be delivered hereunder.



     18. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to conflicts of law principles thereof.



     19. Entire Agreement. This Agreement is intended to be the sole agreement of the
Parties as it relates to this subject matter and does hereby supersede all other agreements of the
Parties relating to the subject matter hereof.



     20. 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.



[Signature Page Next]




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     IN WITNESS WHEREOF, the Parties have executed this Amended and Restated Voting 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





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING 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





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT



 









 






	 	 	 	 	 
	 	



INVESTOR:





CARGILL, INCORPORATED

 	 
	 	By:  	/s/ James Sayre
 	 
	 	 	President, Cargill Ventures 	 
	 	 	 	 
	 



	 	 	 
	 Address:

	 	1500 Fashion Island Blvd, Suite 209

San Mateo, Ca 94404





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT



 









 





	 	 	 	 	 
	 	INVESTOR:







ALTOS VENTURES

 	 
	 	By:  	/s/ Han J. Kim
 	 
	 	 	General Partner 	 
	 	 	 	 
	 



	 	 	 
	 Address:

	 	2882 Sand Hill Road, Suite 100

Menlo Park, California 94025




SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT




 









 






	 	 	 	 	 
	 	INVESTOR:



ATHENA VENTURE FUND LP

 	 
	 	By:  	/s/ Steven Lee
 	 
	 	 	Principal 	 
	 	 	 	 
	 



	 	 	 
	 Address:

	 	310 University Avenue, Suite 202

Palo Alto, California 94301




SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT




 









 





	 	 	 	 	 
	 	INVESTOR:





Homer and Marcia Dunn

 	 
	 	/s/ Homer Dunn
 	 
	 	 	 
	 	 	 
	 



	 	 	 
	Address:

	 	1190 Sacramento Street

San Francisco, CA 94108





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT



 









 





	 	 	 
	 

	 	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





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT



 









 





	 	 	 
	 

	 	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





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT



 









 






	 	 	 
	 

	 	INVESTOR:
	 
	 	 
	 

	 	WS Investments Co 99B
	 
	 	 
	 

	 	By: /s/ Aaron Alter
	 

	 	 
	 
	 	 
	Address:

	 	c/o Wilson Sonsini Goodrich & Rosati

650 Page Mill Road

Palo Alto, CA 94304





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT



 









 






	 	 	 
	 

	 	INVESTOR:
	 
	 	 
	 

	 	Storm Duncan
	 
	 	 
	 

	 	/s/ Storm Duncan
	 

	 	 
	 
	 	 
	Address:

	 	21 Mallorca Way

San Francisco, CA 94123




SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT




 









 






	 	 	 
	 

	 	INVESTOR:
	 
	 	 
	 

	 	Howard Park
	 
	 	 
	 

	 	/s/ Howard Park
	 

	 	 
	 
	 	 
	Address:

	 	289 29th Avenue

San Francisco, CA 94121





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT



 









 






	 	 	 
	 

	 	INVESTOR:
	 
	 	 
	 

	 	Gerard Cunningham
	 
	 	 
	 

	 	/s/ Gerard Cunningham
	 

	 	 
	 
	 	 
	 Address:

	 	208 Third Street

Sausalito, CA 94965





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT



 









 






	 	 	 
	 

	 	INVESTOR:
	 
	 	 
	 

	 	Richard Arnold
	 
	 	 
	 

	 	/s/ Richard Arnold, Jr.
	 

	 	 
	 
	 	 
	 Address:

	 	 c/o Wilson Sonsini Goodrich & Rosati

650 Page Mill Road

Palo Alto, CA 94304





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT



 









 






	 	 	 
	 

	 	INVESTOR:
	 
	 	 
	 

	 	Aaron Alter
	 
	 	 
	 

	 	/s/ Aaron Alter
	 

	 	 
	 
	 	 
	 Address:

	 	 c/o Wilson Sonsini Goodrich & Rosati

650 Page Mill Road

Palo Alto, CA 94304






SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED
VOTING AGREEMENT



 










 





	 	 	 	 	 	 	 
	 

	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Jamie Stewart	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jamie Stewart
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	c/o Wilson Sonsini Goodrich & Rosati	 	 
	 

	 	 	 	650 Page Mill Road	 	 
	 

	 	 	 	Palo Alto, CA 94304	 	 






SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

VOTING AGREEMENT




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Larry Lowry	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Larry Lowry
 

	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	137 Stockbridge Avenue	 	 
	 

	 	 	 	Atherton, CA 94027	 	 






SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

VOTING AGREEMENT




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Hartwig Huemer	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Hartwig Huemer
 

	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	7945 Almor Drive	 	 
	 

	 	 	 	Verona, WI 53593	 	 






SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

VOTING AGREEMENT




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Gary Davis	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Gary Davis
 

	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	263 29th Avenue	 	 
	 

	 	 	 	San Francisco, CA 94121	 	 






SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

VOTING AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	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

VOTING 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

VOTING 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

VOTING 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

VOTING AGREEMENT




 









 








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

	 	By:
	 	/s/ Mark Culhane
	 

	 	 	 	 
	 

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

	 	By:
	 	/s/ Mark Culhane
	 

	 	 	 	 
	 

	 	 	 	Trustee
	 
	 	 	 	 
	 	 	Maxwell A.R. Culhane 1999 Irrevocable Trust
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Culhane
	 

	 	 	 	 
	 

	 	 	 	Trustee
	 
	 	 	 	 
	 	 	Monica G. Culhane 1999 Irrevocable Trust
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Culhane
	 

	 	 	 	 
	 

	 	 	 	Trustee
	 
	 	 	 	 
	 	 	Michael D. Culhane 1999 Irrevocable Trust
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark 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

VOTING AGREEMENT




 









 





	 	 	 	 	 	 	 
	 

	 	 	 	INVESTOR:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Phil Mahoney	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Phil Mahoney
 

	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	12100 Foothill Lane	 	 
	 

	 	 	 	Los Altos Hills, CA 94022	 	 






SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

VOTING AGREEMENT




 









 





	 	 	 	 	 
	 	 	INVESTOR:
	 
	 	 	 	 
	 	 	Eleven Rings, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Harris Barton
	 

	 	 	 	 
	 

	 	 	 	Managing Member






SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

VOTING AGREEMENT




 









 





	 	 	 	 	 
	 	 	INVESTOR:
	 
	 	 	 	 
	 	 	NONSTOP Solutions, Inc.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ [illegible]
	 

	 	 	 	 





SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

VOTING AGREEMENT




 









 








	 	 	 	 	 
	 

	 	COMMON HOLDERS:

	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Neal
	 

	 	 	 	 
	 

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

	 	By:
	 	/s/ Hau Lee
	 

	 	 	 	 
	 

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

	 	By:
	 	/s/ Scott Molinaroli
	 

	 	 	 	 
	 

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






SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

VOTING AGREEMENT




 









 








	 	 	 	 	 
	 	 	COMMON HOLDERS:
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dan Fishback
	 

	 	 	 	 
	 

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

	 	By:
	 	/s/ Phil Delurgio
	 

	 	 	 	 
	 

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






SIGNATURE PAGE TO THE DEMANDTEC, INC. AMENDED AND RESTATED

VOTING AGREEMENT




 









 








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

	 	By:
	 	/s/ Mark Culhane
	 

	 	 	 	 
	 

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

	 	By:
	 	/s/ Mark Culhane
	 

	 	 	 	 
	 

	 	 	 	Trustee
	 
	 	 	 	 
	 	 	Maxwell A.R. Culhane 1999 Irrevocable Trust
	 

	 	By:
	 	/s/ Mark Culhane
	 

	 	 	 	 
	 

	 	 	 	Trustee
	 
	 	 	 	 
	 	 	Monica G. Culhane 1999 Irrevocable Trust
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Culhane
	 

	 	 	 	 
	 

	 	 	 	Trustee
	 
	 	 	 	 
	 	 	Michael D. Culhane 1999 Irrevocable Trust
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark 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

VOTING AGREEMENT





 









 








	 	 	 	 	 
	 	 	COMMON HOLDERS:
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Andy Moss
	 

	 	 	 	 
	 

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

	 	By:
	 	/s/ John Shap
	 

	 	 	 	 
	 

	 	 	 	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

VOTING AGREEMENT





 









 








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

NONSTOP Solutions, Inc.

Phil Mahoney

Richard S. Arnold, Jr.

Storm Duncan

WS Investment Company 99B





 









 








SCHEDULE B




LIST OF COMMON HOLDERS:




Michael Neal

Hau Lee

Scott Molinaroli

Philip Delurgio

Dan Fishback

Mark Culhane

Andy Moss

John Shap




 









 





EXHIBIT A




ADOPTION AGREEMENT




          This Adoption Agreement (“Adoption Agreement”) is executed by the undersigned (the
“Transferee”) pursuant to the terms of that certain Amended and Restated Voting Agreement dated as
of September 20, 2002 (the “Agreement”) by and among the Company and certain of its Stockholders.
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such
terms in the Agreement. By the execution of this Adoption Agreement, the Transferee agrees as
follows:




          (a) Acknowledgment. Transferee acknowledges that Transferee is acquiring certain
shares of the capital stock of the Company (the “Stock”), subject to the terms and conditions of
the Agreement.




          (b) Agreement. Transferee (i) agrees that the Stock acquired by Transferee shall be
bound by and subject to the terms of the Agreement, and (ii) hereby adopts the Agreement with the
same force and effect as if Transferee were originally a Party thereto.




          (c) Notice. Any notice required or permitted by the Agreement shall be given to
Transferee at the address listed beside Transferee’s signature below.




          EXECUTED
AND DATED this
                     day of                     ,                   .




	 	 	 	 	 
	 	TRANSFEREE:

 	 
	 	By:  	 	 
	 	 	Name and Title 	 
	 	 	 	 
	 



	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 
	 

	 	 	 	 

	 	 






Accepted and Agreed:




DEMANDTEC, INC.




	 	 	 	 	 
	By:
	 	 	 	 
	Title: