EX-4.2



 Exhibit 4.2 

 
  
 CVENT, INC. 
 VOTING AGREEMENT 

July 15, 2011 
  

 







 TABLE OF CONTENTS 

 

							
	 	  	Page	 
		
	 SECTION 1 VOTING
	  	 	1	  
			
	 1.1
	 	 General
	  	 	1	  
		
	 SECTION 2 ELECTION OF DIRECTORS
	  	 	2	  
			
	 2.1
	 	 Voting
	  	 	2	  
	 2.2
	 	 Designation of Directors
	  	 	2	  
	 2.3
	 	 Current Designees
	  	 	3	  
	 2.4
	 	 Changes in Designees
	  	 	3	  
	 2.5
	 	 Size of the Board of Directors
	  	 	3	  
	 2.6
	 	 No Liability for Election of Recommended Director
	  	 	3	  
		
	 SECTION 3 DRAG-ALONG RIGHTS
	  	 	4	  
			
	 3.1
	 	 Drag-Along Rights
	  	 	4	  
		
	 SECTION 4 TERMINATION
	  	 	5	  
			
	 4.1
	 	 Termination
	  	 	5	  
		
	 SECTION 5 ADDITIONAL SHARES
	  	 	5	  
			
	 5.1
	 	 Additional Shares
	  	 	5	  
		
	 SECTION 6 RESTRICTIVE LEGEND
	  	 	6	  
			
	 6.1
	 	 Restrictive Legend
	  	 	6	  
		
	 SECTION 7 MISCELLANEOUS
	  	 	6	  
			
	 7.1
	 	 Certain Definitions
	  	 	6	  
	 7.2
	 	 Additional Stockholders
	  	 	6	  
	 7.3
	 	 Notices
	  	 	6	  
	 7.4
	 	 Successors and Assigns
	  	 	7	  
	 7.5
	 	 Governing Law
	  	 	7	  
	 7.6
	 	 Titles and Subtitles
	  	 	7	  
	 7.7
	 	 Further Assurances
	  	 	7	  
	 7.8
	 	 Entire Agreement
	  	 	8	  
	 7.9
	 	 Grant of Proxy
	  	 	8	  
	 7.10
	 	 Not a Voting Trust
	  	 	8	  
	 7.11
	 	 Specific Performance
	  	 	8	  
	 7.12
	 	 Amendment
	  	 	8	  
	 7.13
	 	 No Waiver
	  	 	9	  
	 7.14
	 	 Jurisdiction and Venue
	  	 	9	  
	 7.15
	 	 Attorney’s Fees
	  	 	9	  
	 7.16
	 	 Severability
	  	 	9	  
	 7.17
	 	 Counterparts
	  	 	9	  
	 7.18
	 	 Waiver of Jury Trial
	  	 	10	  








 CVENT, INC. 
 VOTING AGREEMENT 
 This Voting Agreement (this
“Agreement”) is made as of July 15, 2011 by and among Cvent, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A (each an “Investor
Stockholder,” and collectively the “Investor Stockholders”), the persons listed on Exhibit B (each a “Prior Investor Stockholder” and collectively the “Prior Investor
Stockholders”) and the persons listed on Exhibit C (each an “Other Stockholder,” and collectively the “Other Stockholders”). The Investor Stockholders, the Prior Investor
Stockholders and the Other Stockholders are referred to herein collectively as the “Stockholders” or the “Voting Parties.” 
 RECITALS 
 WHEREAS, each Stockholder currently owns that number of shares
of the Company’s Common Stock or Preferred Stock indicated beside such Stockholder’s name on Exhibit A, Exhibit B and Exhibit C hereto; 

WHEREAS, the Company and certain of the Stockholders are parties to the Series A Preferred Stock Purchase Agreement of even date
herewith, by and among the Company and the persons and entities listed on the Schedule of Investors thereto (the “Purchase Agreement”), and it is a condition to the closing of the transactions contemplated in the Purchase
Agreement that the Stockholders and the Company execute and deliver this Agreement; and 
 WHEREAS, the Company’s amended
and restated certificate of incorporation (the “Restated Charter”) provides that the holders of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), and Series A Preferred
Stock, $0.001 par value per share (the “Preferred Stock”) (voting together as a single class and on an as-converted basis) shall be entitled to elect the Company’s directors. 

AGREEMENT 

NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and conditions hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the parties therefore agree as follows: 
 SECTION 1 
 VOTING 

1.1 General. During the term of this Agreement, the Voting Parties each agree to vote all shares of the Company’s voting
securities now or hereafter owned by them, whether beneficially or otherwise, or as to which they have voting power (the “Shares”) in accordance with the provisions of this Agreement and on an as-converted-to-Common-Stock
basis. 

  
  

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 SECTION 2 
 ELECTION OF DIRECTORS 
 2.1 Voting. During the term of this
Agreement, each Voting Party agrees to vote all Shares in whatever manner as may be necessary to ensure that at each annual or special meeting of the Stockholders at which an election of directors is held or pursuant to any written consent of the
Stockholders relating to the election of directors, the following individuals shall be elected (and maintained in office) as members of the Company’s board of directors: 
 (a) two Investor Designees (as defined below); 
 (b) one Prior Investor Designee
(as defined below); 
 (c) the then-current Chief Executive Officer of the Company (the “CEO”); and

 (d) one Other Stockholder Designee (as defined below). 

2.2 Designation of Directors. The designees to the Company’s board of directors described above (each a
“Designee”) shall be selected as follows: 
 (a) The “Investor Designees” shall be
chosen as follows: 
  

	 	•	 	 The first “Investor Designee” shall be chosen by New Enterprise Associates 13, L.P. (“NEA”); and



  

	 	•	 	 The second “Investor Designee” shall be chosen by Insight Venture Partners (“Insight”).



 (b) The “Prior Investor Designee” shall be chosen as follows: 

 

	 	•	 	 The “Prior Investor Designee” shall be chosen by Sanju Bansal (“Bansal”) for so long as Bansal holds at
least five million (5,000,000) Shares. If Bansal no longer holds at least five million (5,000,000) Shares, the “Prior Investor Designee” shall be chosen by Prior Investor Stockholders holding a majority of the
Common Stock held by all Prior Investor Stockholders. 


 (c) The CEO shall be appointed by a majority of the
board of directors as set forth in the bylaws of the Company and shall be removable only with the approval of four of the five members of the board of directors (or such lesser number of directors as are then on the board, excluding the CEO).

 (d) The “Other Stockholder Designee” shall be chosen as follows: 

 

	 	•	 	 The “Other Stockholder Designee” shall be chosen by Rajeev K. Aggarwal (“Aggarwal”) for so long as
Aggarwal holds at least five million (5,000,000) Shares; provided, however, that if Aggarwal is the Company’s then-current CEO, then the “Other Stockholder Designee” shall be chosen by Aggarwal,




  
  

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subject to approval by at least one of the Investor Designees. If Aggarwal no longer holds at least five million (5,000,000) Shares, then the “Other Stockholder
Designee” shall be chosen by Other Stockholders holding a majority of the Common Stock held by all Other Stockholders, subject to approval by at least one of the Investor Designees. 



2.3 Current Designees. For the purpose of this Agreement, the directors of the Company shall be deemed to include the following
Designees as of the date hereof: 
 (a) The Investor Designees (upon election to the board of directors in connection with the
transactions contemplated in the Purchase Agreement): Tony Florence and Jeff Lieberman. 
 (b) The Prior Investor Designee:
Sanju Bansal. 
 (c) The CEO: Rajeev K. Aggarwal. 
 (d) The Other Stockholder Designee: initially vacant. 
 2.4 Changes in
Designees. From time to time during the term of this Agreement, Voting Parties who hold sufficient Shares to select a Designee pursuant to this Agreement may, in their sole discretion: 

(a) notify the Company in writing of an intention to remove from the Company’s board of directors any incumbent Designee who
occupies a board seat for which such Voting Parties are entitled to designate the Designee; or 
 (b) notify the Company in
writing of an intention to select a new Designee for election to a board seat for which such Voting Parties are entitled to designate the Designee (whether to replace a prior Designee or to fill a vacancy in such board seat). 

In the event of such an initiation of a removal or selection of a Designee under this section, the Company shall take such reasonable
actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate stockholders, and the Voting Parties shall Vote their Shares to cause: (a) the removal from the
Company’s board of directors of the Designee or Designees so designated for removal; and (b) the election to the Company’s board of directors of any new Designee or Designees so designated. 

2.5 Size of the Board of Directors. During the term of this Agreement, each Voting Party agrees to vote all Shares to maintain the
authorized number of members of the board of directors of the Company at five (5) directors. 
 2.6 No Liability for
Election of Recommended Director. None of the parties and no officer, director, stockholder, partner, employee or agent of any party makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to
serve on the board of directors 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. 

  
  

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 SECTION 3 
 DRAG-ALONG RIGHTS 
 3.1 Drag-Along Rights. If the Company’s
board of directors and Stockholders holding a Supermajority (as such term is defined in the Restated Charter) approve a Change of Control Transaction (as defined below), each of the Stockholders agrees (i) to vote all Shares held by such
Stockholder in favor of such Change of Control Transaction, (ii) to sell or exchange all Shares then held by such Stockholder pursuant to the terms and conditions of such Change of Control Transaction, (iii) to execute and deliver all
related documentation and take such other action in support of the Change of Control Transaction as shall reasonably be requested by the Company in order to carry out the terms and provisions of this Section 3.1, (iv) not to deposit, and
to cause such Stockholder’s affiliates not to deposit, except as provided in this Agreement, any shares held by such Stockholder in a voting trust or subject any such shares to any arrangement or agreement with respect to the voting of such
shares, unless specifically requested to do so by the acquiror in connection with the Change of Control Transaction, and (v) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with
respect to such Change of Control Transaction, subject to the following conditions: 
 (a) no Stockholder shall be required to
make any representation, covenant or warranty in connection with the Change of Control Transaction, other than as to such Stockholder’s ownership and authority to sell, free of liens, claims and encumbrances, the shares of capital stock
proposed to be sold by such Stockholder; 
 (b) no Stockholder shall be required to accept consideration in the Change of
Control Transaction other than cash or freely-tradable equity securities registered under the Securities Exchange Act of 1934, as amended, and listed on the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Select Market or the
Nasdaq Global Market; provided, however, that if the consideration to be paid in exchange for the Shares pursuant to this Section 3 includes any securities and due receipt thereof by any Stockholder would require under applicable
law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Stockholder of any information other than such information as a
prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to any such Stockholder in
lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise
receive as of the date of the issuance of such securities in exchange for the Shares; 
 (c) the consideration payable with
respect to each share in each class or series as a result of such Change of Control Transaction is the same (except for cash payments in lieu of fractional shares) as for each other share in such class or series; 

(d) each class and series of capital stock of the Company will be entitled to receive the same form of consideration (and be subject to
the same indemnity and escrow provisions) as a result of such Change of Control Transaction; 

  
  

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 (e) the liability for indemnification, if any, of such Stockholder in such Change of Control
Transaction and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Change of Control Transaction, is several and not joint with any other Stockholder (except to the extent that
funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders),
and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Change of Control Transaction; and 
 (f) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Change of Control Transaction in
accordance with the provisions of the Restated Charter, as may be amended from time to time) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise
payable to such Stockholder in connection with such Change of Control Transaction, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder. 

SECTION 4 

TERMINATION 
 4.1 Termination. This Agreement shall terminate upon the earlier of (i) a Change of Control Transaction; or (ii) the agreement of a Supermajority; provided, however, that the
provisions of Section 3 hereof will continue after the closing of any Change of Control Transaction to the extent necessary to enforce the provisions of Section 3 with respect to such Change of Control Transaction. “Change of
Control Transaction” means either (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition,
reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) that results in the voting securities of the Company outstanding immediately prior thereto failing to represent immediately after such transaction
or series of transactions (either by remaining outstanding or by being converted into voting securities of the surviving entity or the entity that controls such surviving entity) a majority of the total voting power represented by the outstanding
voting securities of the Company, such surviving entity or the entity that controls such surviving entity; or (b) a sale, lease or other conveyance of all or substantially all of the assets of the Company. 

SECTION 5 

ADDITIONAL SHARES 
 5.1 Additional Shares. In the event that subsequent to the date of this Agreement any shares or other securities (other than pursuant to a Change of Control Transaction) are issued on, or in
exchange for, any of the Shares by reason of any stock dividend, stock split, consolidation of shares, reclassification or consolidation involving the Company, such shares or securities shall be deemed to be Shares for purposes of this Agreement.


  
  

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 SECTION 6 
 RESTRICTIVE LEGEND 
 6.1 Restrictive Legend. Each certificate
representing any of the Shares subject to this Agreement shall be marked 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 FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE
DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT. 
 SECTION 7 

MISCELLANEOUS 
 7.1 Certain Definitions. Shares “held” by a Voting Party shall mean any Shares directly or indirectly owned (of record or beneficially) by such Voting Party or as to which such
Voting Party has voting power. “Vote” shall include any exercise of voting rights whether at an annual or special meeting or by written consent or in any other manner permitted by applicable law. A
“majority-in-interest” of either the Investor Stockholders or the Prior Investor Stockholders or the Other Stockholders shall mean the holders of a majority of the Shares then held by such group. 

7.2 Additional Stockholders. In the event that after the date of this Agreement, the Company issues shares of common stock, or
options to purchase common stock, to any individual, firm, corporation, partnership, association, limited liability company, trust or other entity (each a “Person”), the Company shall, as a condition to such issuance, cause such
Person to execute a counterpart signature page hereto as a Stockholder, and such Person shall thereby be bound by, and subject to, all the terms and provisions of this Agreement applicable to a Stockholder. 

7.3 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to a Voting Party) or otherwise delivered by hand, messenger or courier service addressed: 

(a) if to a Voting Party, to the Voting Party’s address, facsimile number or electronic mail address as shown in the exhibits to
this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof, or, until any such Voting Party so furnishes an address, facsimile number or electronic mail address to the Company, then to the address,
facsimile number or electronic mail address of the last holder of the relevant Shares for which the Company has contact information in its records; or 
 (b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at 8180 Greensboro Drive, Suite 900, McLean, VA 22102, or at such other current


  
  

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address as the Company shall have furnished to the Voting Parties, with a copy (which shall not constitute notice) to Mark R. Fitzgerald, Wilson Sonsini Goodrich & Rosati, Professional
Corporation, 1700 K Street, NW, Fifth Floor, Washington, DC 20006-8317. 
 Each such notice or other communication shall for all
purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying
next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the
United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address,
if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. In the event of any conflict between the Company’s books and records and this
Agreement or any notice delivered hereunder, the Company’s books and records will control absent fraud or error. 
 Subject
to the limitations set forth in Delaware General Corporation Law §232(e), each Voting Party consents to the delivery of any notice to stockholders given by the Company under the Delaware General Corporation Law or the Company’s certificate
of incorporation or bylaws by (i) facsimile telecommunication to the facsimile number set forth in the exhibits to this Agreement (or to any other facsimile number for the Voting Party in the Company’s records), (ii) electronic mail
to the electronic mail address set forth in the exhibits to this Agreement (or to any other electronic mail address for the Voting Party in the Company’s records), (iii) posting on an electronic network together with separate notice to the
Voting Party of such specific posting or (iv) any other form of electronic transmission (as defined in the Delaware General Corporation Law) directed to the Voting Party. This consent may be revoked by a Voting Party by written notice to the
Company and may be deemed revoked in the circumstances specified in Delaware General Corporation Law §232. 
 7.4
Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties. The Company shall not permit the transfer of any Shares on
its books or issue a new certificate representing any Shares unless and until the person to whom such security is to be transferred shall have executed a written agreement pursuant to which such person becomes a party to this Agreement and agrees to
be bound by all the provisions hereof as if such person was a Voting Party hereunder. 
 7.5 Governing Law. This
Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.

 7.6 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. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto. 

7.7 Further Assurances. Each party agrees to execute and deliver, by the proper exercise of its corporate, limited liability
company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement. 

  
  

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 7.8 Entire Agreement. This Agreement and the exhibits hereto constitute the full and
entire understanding and agreement between the parties with regard to the subjects hereof. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or
covenants except as specifically set forth herein. 
 7.9 Grant of Proxy. Upon the failure of any Stockholder to
(a) vote all of such party’s Shares in favor of the election of persons as members of the board of directors determined pursuant to and in accordance with the terms and provisions of Section 2 of this Agreement, (b) fails to vote
in accordance with, or fails to take any actions required to be taken pursuant to, Section 3 of this Agreement, or (c) attempts to take any action or to vote (whether by proxy, in person or by written consent) in a manner which is
inconsistent with the terms of this Agreement, such Stockholder hereby grants to a person or entity designated by the board of directors a proxy coupled with an interest in all Shares held by such Stockholder, which proxy shall be irrevocable until
this Agreement terminates pursuant to its terms or this Section 7.9 is amended to remove such grant of proxy in accordance with Section 7.12 hereof, to vote all such Voting Shares in the manner provided in Section 2 and Section 3
hereof, as applicable. The proxy and power hereby granted, so long as any party hereto is an individual, will survive the death, incompetency or disability of such party or any other individual Stockholder, as the case may be, and, so long as any
party hereto is an entity, will survive the merger or reorganization of such party or any other entity that is a Stockholder. Each party hereto hereby revokes any and all previous proxies with respect to the Shares and shall not hereafter, unless
and until this Agreement terminates or expires pursuant to Section 4 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement
(other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set
forth herein, unless approved in advance by the board of directors. 
 7.10 Not a Voting Trust. This Agreement is not a
voting trust governed by Section 218 of the Delaware General Corporation Law and should not be interpreted as such. 

7.11 Specific Performance. 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 waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach. 

7.12 Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument referencing this Agreement and signed by (i) the Company and (ii) Stockholders holding at least 82% of the Shares held by all Stockholders; provided, however, that the right of
a party or parties to designate a particular director shall not be amended, waived, discharged or terminated without the 

  
  

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approval of such party or the majority-in-interest of such parties, as applicable. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding
upon each Voting Party that has entered into this Agreement and their respective successors and permitted assigns, whether or not such party, successor or assignee entered into or approved such amendment, waiver, discharge or termination. Each
Voting Party acknowledges that by the operation of this paragraph, the Company, the holders of at least 82% of the Shares held by all Stockholders will collectively have the right and power to diminish or eliminate the rights of such Voting Party
under this Agreement. The Company shall give prompt written notice of any amendment, waiver, discharge or termination hereunder to any party hereto that did not consent in writing to such amendment, waiver, discharge or termination. 

7.13 No Waiver. The failure or delay by a party to enforce any provision of this Agreement will not in any way be construed as a
waiver of any such provision or prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any
other legal remedy available to it. 
 7.14 Jurisdiction and Venue. Each of the parties hereby submits and consents
irrevocably to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the interpretation and enforcement of the provisions of this Agreement. Each of the parties also
agrees that the jurisdiction over the person of such parties and the subject matter of such dispute shall be effected by the mailing of process or other papers in connection with any such action in the manner provided for in Section 7.3 or in
such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process. 

7.15 Attorney’s Fees. In the event that any suit or action is instituted to enforce any provision in this Agreement, the
prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such
reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all reasonable fees, costs and expenses of appeals. 
 7.16 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision
in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent
possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms. 

7.17 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all
of which together will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals. 

  
  

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 7.18 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS
SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND
THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 

(signature page follows) 

  
  

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 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

			
	CVENT, INC.
	a Delaware corporation
		
	By:	 	 /s/ Rajeev K. Aggarwal

	Name:	 	Rajeev K. Aggarwal
	Title:	 	Chief Executive Officer



  
  

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 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

			
	INVESTOR STOCKHOLDER
	
	GREENSPRING GLOBAL PARTNERS IV-A, L.P.
	
	By: Greenspring General Partner IV, L.P,
	By: Greenspring GP IV, LLC
		
	By:	 	 /s/ Eric Thompson

	Name:	 	 Eric Thompson

	Title;	 	 CFO

	
	GREENSPRING GLOBAL PARTNERS IV-B, L.P.
	
	By: Greenspring General Partner IV, L.P.
	By: Greenspring GP IV, LLC
		
	By:	 	 /s/ Eric Thompson

	Name:	 	 Eric Thompson

	Title:	 	 CFO

	
	GREENSPRING GLOBAL PARTNERS IV-C, L.P.
	
	By: Greenspring General Partner IV, L.P.
	By: Greenspring GP IV, LLC
		
	By:	 	 /s/ Eric Thompson

	Name:	 	 Eric Thompson

	Title:	 	 CFO

	
	GREENSPRING CROSSOVER VENTURES I, L.P.
	
	By: Greenspring Crossover Ventures I GP, L.P.
	By: Greenspring Crossover Ventures I GP, LLC
		
	By:	 	 /s/ Eric Thompson

	Name:	 	 Eric Thompson

	Title:	 	 CFO




  
  

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 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

			
	INVESTOR STOCKHOLDER
	
	INSIGHT VENTURE PARTNERS VII, L.P.
		
	By:	 	 Insight Venture Associates VII, L.P.
 General Partner

	By:	 	 Insight Venture Associates VII, Ltd.
 General Partner

		
	By:	 	 /s/ Blair Flicker

	Name:	 	Blair Flicker
	Title:	 	Vice President
	
	INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
		
	By:	 	 Insight Venture Associates VII, L.P.
 General Partner

	By:	 	 Insight Venture Associates VII, Ltd.
 General Partner

		
	By:	 	 /s/ Blair Flicker

	Name:	 	Blair Flicker
	Title:	 	Vice President
	
	INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.
		
	By:	 	 Insight Venture Associates VII, L.P.
 General Partner

	By:	 	 Insight Venture Associates VII, Ltd.
 General Partner

		
	By:	 	 /s/ Blair Flicker

	Name:	 	Blair Flicker
	Title: Vice President
	
	INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.
		
	By:	 	 Insight Venture Associates VII, L.P.
 General Partner

	By:	 	 Insight Venture Associates VII, Ltd.
 General Partner

		
	By:	 	 /s/ Blair Flicker

	Name:	 	Blair Flicker
	Title:	 	Vice President



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

			
	INVESTOR STOCKHOLDER
	
	NEW ENTERPRISE ASSOCIATES 13, LIMITED PARTNERSHIP
		
	By:	 	NEA Partners 13, Limited Partnership General Partner
	By:	 	 NEA 13 GP, LTD
 General
Partner

		
	By:	 	 /s/ Louis S. Citron

	Name:	 	 Louis S. Citron

	Title:	 	 Chief Legal Officer

	
	NEA VENTURES 2011, LIMITED PARTNERSHIP
		
	By:	 	 /s/ Louis S. Citron

	Name:	 	 Louis S. Citron

	Title:	 	 Vice President




  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Rajeev Aggarwal

	(Print name of Other Stockholder)
	
	 /s/    Rajeev
Aggarwal        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 Charles V. Ghoorah

	(Print investor name)
	
	 /s/ Charles V. Ghoorah

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 MARIA LAURA ACEBAL

	(Print investor name)
	
	 /s/    MARIA LAURA
ACEBAL        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Scott Ackley

	(Print name of Other Stockholder)
	
	 /s/ Scott Ackley

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Manjula Aggarwal

	(Print name of Other Stockholder)
	
	 /s/    Manjula
Aggarwal        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 Edward J. Mathias

	(Print investor name)
	
	 /s/    Edward J.
Mathias        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Robert Anderson

	(Print name of Other Stockholder)
	
	 /s/ Robert Anderson

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 Avatar Capital-Cvent LLC

	(Print investor name)
	
	 /s/    Roger A.
Sawhney        

	(Signature)
	
	 Roger A. Sawhney

	(Print name of signatory, if signing for an entity)
	
	 Managing Member

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 Avcap-Cvent LLC

	(Print investor name)
	
	 /s/    Roger A.
Sawhney        

	(Signature)
	
	 Roger A. Sawhney

	(Print name of signatory, if signing for an entity)
	
	 Managing Member

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 Siddhartha Banerjee

	(Print investor name)
	
	 /s/ Siddhartha Banerjee

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 SANJU BANSAL

	(Print investor name)
	
	 /s/    SANJU
BANSAL        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Danielle Scheer Barr

	(Print name of Other Stockholder)
	
	 /s/ Danielle Scheer Barr

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Stephen M. Beamer

	(Print name of Other Stockholder)
	
	 /s/ Stephen M. Beamer

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory clause. 

 

			
	PRIOR INVESTOR STOCKHOLDER
	
	 BIRCHMERE VENTURES II LP

	(Print investor name)
	
	By: BV Management II LP, its general partner
	By: BV Holdings, LLC, its general partner
		
	By:	 	 /s/ Ned Renzi

	(Signature)
		
	Name:	 	 Ned Renzi

	(Print name of signatory, if signing for an entity)
		
	Title:	 	 Partner

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 CHRISTINA S. CADAY

	(Print name of Other Stockholder)
	
	 /s/ CHRISTINA S. CADAY

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Aaron Carlo

	(Print name of Other Stockholder)
	
	 /s/ Aaron Carlo

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 JENNY CHEN

	(Print name of Other Stockholder)
	
	 /s/    JENNY
CHEN        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 CIZ-Cvent

	(Print investor name)
	
	 /s/    Andrew
Sachs        

	(Signature)
	
	 Andrew Sachs

	(Print name of signatory, if signing for an entity)
	
	 President

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Elizabeth D Cho AKA CROWDER

	(Print name of Other Stockholder)
	
	 /s/    Elizabeth D Cho AKA
CROWDER        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 Cvent Investors I LLC

	(Print investor name)
	
	 /s/    Roger A.
Sawhney        

	(Signature)
	
	 ROGER A. SAWHNEY

	(Print name of signatory, if signing for an entity)
	
	 Managing Member

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 Cvent Investors II LLC

	(Print investor name)
	
	 /s/    Roger A.
Sawhney        

	(Signature)
	
	 ROGER A. SAWHNEY

	(Print name of signatory, if signing for an entity)
	
	 Managing Member

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 Lynette L Cox

	(Print investor name)
	
	 /s/    Lynette L
Cox        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 William W. Davis, Sr.

	(Print investor name)
	
	 /s/ William W. Davis, Sr.

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 WENQING DENG

	(Print name of Other Stockholder)
	
	 /s/ WENQING DENG

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 John DeSarbo

	(Print name of Other Stockholder)
	
	 /s/    John
DeSarbo        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Eric T. Eden

	(Print name of Other Stockholder)
	
	 /s/    Eric T.
Eden        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 RAJIV ENAND

	(Print name of Other Stockholder)
	
	 /s/    RAJIV
ENAND        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Todd Fein

	(Print name of Other Stockholder)
	
	 /s/    Todd
Fein        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Peter Floros

	(Print name of Other Stockholder)
	
	 /s/    Peter
Floros        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 DANIEL C. GEDACHT

	(Print name of Other Stockholder)
	
	 /s/    DANIEL C.
GEDACHT        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 ANDREA GHOORAH

	(Print investor name)
	
	 /s/ ANDREA GHOORAH

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 Robert Ghoorah

	(Print investor name)
	
	 /s/ Robert Ghoorah

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

			
	PRIOR INVESTOR STOCKHOLDER
	
	 Global Internet Ventures, LLC

	(Print investor name)
		
	/s/ William N. Melton	 	
	
	 William N. Melton

	(Print name of signatory, if signing for an entity)
	
	 Director

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 GREENOAKS VENTURES LLC

	(Print investor name)
	
	 /s/ Nitin T. Mehta

	(Signature)
	
	 NITIN T. MEHTA

	(Print name of signatory, if signing for an entity)
	
	 MANAGER

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Carl F. Hilker III

	(Print name of Other Stockholder)
	
	 /s/ Carl F. Hilker III

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Ana Ramaswamy Hite

	(Print name of Other Stockholder)
	
	 /s/    Ana Ramaswamy
Hite        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 David H. Holtzman

	(Print investor name)
	
	 /s/    David H.
Holtzman        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Nancy Huang

	(Print name of Other Stockholder)
	
	 /s/    Nancy
Huang        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)
	



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Yuwen Hwang

	(Print name of Other Stockholder)
	
	 /s/    Yuwen
Hwang        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Leena Jobanputra

	(Print name of Other Stockholder)
	
	 /s/    Leena
Jobanputra        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 John W. Judge

	(Print name of Other Stockholder)
	
	 /s/    John W.
Judge        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Amanda Goldblatt

	(Print name of Other Stockholder)
	
	 /s/    Amanda
Goldblatt        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Brian Kosem

	(Print name of Other Stockholder)
	
	 /s/    Brian
Kosem        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Thomas G Kramer

	(Print name of Other Stockholder)
	
	 /s/    Thomas G
Kramer        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Eric Lail

	(Print name of Other Stockholder)
	
	 /s/    Eric
Lail        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Edward Lang

	(Print name of Other Stockholder)
	
	 /s/    Edward
Lang        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Daniel C Lapus

	(Print name of Other Stockholder)
	
	 /s/    Daniel C
Lapus        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Suzanne E. Lowe

	(Print name of Other Stockholder)
	
	 /s/    Suzanne E.
Lowe        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Yunmei Lu

	(Print name of Other Stockholder)
	
	 /s/    Yunmei
Lu        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Michael Lu

	(Print name of Other Stockholder)
	
	 /s/    Michael
Lu        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Brian Ludwig

	(Print name of Other Stockholder)
	
	 /s/    Brian
Ludwig        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 BHARET MALHOTRA

	(Print name of Other Stockholder)
	
	 /s/    BHARET
MALHOTRA        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 MICROSTRATEGY INCORPORATED *

	(Print name of Other Stockholder)
	
	 /s/    DOUGLAS K.
THEDE        

	(Signature)
	
	 DOUGLAS K. THEDE

	(Print name of signatory, if signing for an entity)
	
	 EVP, FINANCE & CFO

	(Print title of signatory, if signing for an entity)


  

	*	SUCCESSOR TO AVENTINE 


  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Roger Mody

	(Print name of Other Stockholder)
	
	 /s/    Roger
Mody        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 MORGAN E. O’BRIEN

	(Print investor name)
	
	 /s/    Morgan E.
O’Brien        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Christopher S. Palmisano

	(Print name of Other Stockholder)
	
	 /s/    Christopher S.
Palmisano        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR STOCKHOLDER
	
	 MARSHA S. PINSON

	(Print investor name)
	
	 /s/    MARSHA S.
PINSON        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 William Lewis Pipkin

	(Print name of Other Stockholder)
	
	 /s/    William Lewis
Pipkin        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Gregory R Pobst

	(Print name of Other Stockholder)
	
	 /s/ Gregory R Pobst

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Robert J. Pron

	(Print name of Other Stockholder)
	
	 /s/ Robert J. Pron

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Juan P. Pulido

	(Print name of Other Stockholder)
	
	 /s/    Juan P.
Pulido        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 ANIL PUNYAPU

	(Print name of Other Stockholder)
	
	 /s/    ANIL
PUNYAPU        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 David Quattrone

	(Print name of Other Stockholder)
	
	 /s/ David Quattrone

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 REGGIE AND DHARINI AGGARWAL IRREVOCABLE TRUST (2011)

	(Print name of Other Stockholder)
	
	 /s/    SANJEEV
AGGARWAL        

	(Signature)
	
	 SANJEEV AGGARWAL

	(Print name of signatory, if signing for an entity)
	
	 TRUSTEE

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 REGGIE AGGARWAL GRANTOR RETAINED ANNUITY TRUST

	(Print name of Other Stockholder)
	
	 /s/    SANJEEV
AGGARWAL        

	(Signature)
	
	 SANJEEV AGGARWAL

	(Print name of signatory, if signing for an entity)
	
	 TRUSTEE

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 NANCY P. ROSENBAUM

	(Print name of Other Stockholder)
	
	 /s/    NANCY P.
ROSENBAUM        

	(Signature)
	
	 NANCY P. ROSENBAUM

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Roger A. Sawhney

	(Print name of Other Stockholder)
	
	 /s/    Roger A.
Sawhney        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Sanjeev K. Bansal Grantor Retained Annuity Trust

	(Print name of Other Stockholder)
	
	 /s/ Sanju Bansal

	(Signature)
	
	 Sanju Bansal

	(Print name of signatory, if signing for an entity)
	
	 Trustee

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

			
	PRIOR INVESTOR STOCKHOLDER
	
	 Ajay B. Shah and Lata K. Shah
 as Trustees of The Ajay B. Shah & Lata K. Shah
 1996 Trust, DTD 5/28/96

	(Print investor name)
		
	/s/ LATA K. SHAH	 	/s/ AJAY SHAH
	(Signature)
		
	LATA K. SHAH	 	AJAY SHAH
	(Print name of signatory, if signing for an entity)
		
	Trustee	 	Trustee
	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Nimisha Shah

	(Print name of Other Stockholder)
	
	 /s/    Nimisha
Shah        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Kerry Shannon (Ott)

	(Print name of Other Stockholder)
	
	 /s/ Kerry Shannon (Ott)

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 PAUL S. SHERBACOW

	(Print investor name)
	
	 /s/ PAUL S. SHERBACOW

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Saurabh Singh

	(Print name of Other Stockholder)
	
	 /s/ Saurabh Singh

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Spencer Anders Smith

	(Print name of Other Stockholder)
	
	 /s/ Spencer Anders Smith

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Kenneth P. Sommer

	(Print name of Other Stockholder)
	
	 /s/ Kenneth P. Sommer

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 DWAYNE SYE

	(Print name of Other Stockholder)
	
	 /s/ DWAYNE SYE

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 SYS Ventures LLC

	(Print investor name)
	
	 /s/    JAY S.
CHAUDHRY        

	(Signature)
	
	 JAY S. CHAUDHRY

	(Print name of signatory, if signing for an entity)
	
	 Managing Member

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 ASHOK K. TRIVEDI

	(Print investor name)
	
	 /s/ ASHOK K. TRIVEDI

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 LINDA A. TRUDE

	(Print investor name)
	
	 /s/ LINDA A. TRUDE

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 DAVID J. WADDEN

	(Print name of Other Stockholder)
	
	 /s/ DAVID J. WADDEN

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 SUNIL WADHWANI

	(Print investor name)
	
	 /s/ SUNIL WADHWANI

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Eric Wallace

	(Print name of Other Stockholder)
	
	 /s/ Eric Wallace

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	PRIOR INVESTOR STOCKHOLDER
	
	 ADIL ZAINULBHAI

	(Print investor name)
	
	 /s/    ADIL
ZAINULBHAI        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 William W. Davis, Sr., Living Trust

	(Print name of Other Stockholder)
	
	 /s/    William W.
Davis        

	(Signature)
	
	 William W. Davis, Sr., Living Trust

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Brian Pirkle

	(Print name of Other Stockholder)
	
	 /s/    Brian
Pirkle        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Kristin Schellhase

	(Print name of Other Stockholder)
	
	 /s/    Kristin
Schellhase        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Emily Anne Shapiro

	(Print name of Other Stockholder)
	
	 /s/    Emily Anne
Shapiro        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 LACEY D. CAMPBELL

	(Print name of Other Stockholder)
	
	 /s/    LACEY D.
CAMPBELL        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Barry I. Wamack

	(Print name of Other Stockholder)
	
	 /s/ Barry I. Wamack

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 LOUIS FORD

	(Print name of Other Stockholder)
	
	 /s/ LOUIS FORD

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Jason J. Wooten

	(Print name of Other Stockholder)
	
	 /s/    Jason J.
Wooten        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Gurpreet W. Singh

	(Print name of Other Stockholder)
	
	 /s/    Gurpreet W.
Singh        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Jonathan Rouhafzai

	(Print name of Other Stockholder)
	
	 /s/    Jonathan
Rouhafzai        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 ASHISH ARORA

	(Print name of Other Stockholder)
	
	 /s/ ASHISH ARORA

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 David Abelman

	(Print name of Other Stockholder)
	
	 /s/ David Abelman

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Elizabeth Strubilla

	(Print name of Other Stockholder)
	
	 /s/    Elizabeth
Strubilla        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Katherine A Dyt

	(Print name of Other Stockholder)
	
	 /s/ Katherine A Dyt

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 MAREK HEJMO

	(Print name of Other Stockholder)
	
	 /s/    MAREK
HEJMO        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Marion O. Phillips

	(Print name of Other Stockholder)
	
	 /s/ Marion O. Phillips

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 MEAGAN CULLEN

	(Print name of Other Stockholder)
	
	 /s/ MEAGAN CULLEN

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Richard Simms

	(Print name of Other Stockholder)
	
	 /s/    Richard
Simms        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 EMMA BATSON

	(Print name of Other Stockholder)
	
	 /s/ EMMA BATSON        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Julia Lagace

	(Print name of Other Stockholder)
	
	 /s/    Julia
Lagace        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 NAQIBULLAH NASSIRI

	(Print name of Other Stockholder)
	
	 /s/    NAQIBULLAH
NASSIRI        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 MICHAEL PERRY

	(Print name of Other Stockholder)
	
	 /s/    MICHAEL
PERRY        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 ANUJ SEHGAL

	(Print name of Other Stockholder)
	
	 /s/    ANUJ
SEHGAL        

	(Signature)
	
	 N/A

	(Print name of signatory, if signing for an entity)
	
	 N/A

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Scott C. Shores

	(Print name of Other Stockholder)
	
	 /s/ Scott C. Shores        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 The parties are signing this Voting Agreement as of the date stated in the introductory
clause. 
  

	
	OTHER STOCKHOLDER
	
	 Richard A. Solner

	(Print name of Other Stockholder)
	
	 /s/    Richard A.
Solner        

	(Signature)
	
	  

	(Print name of signatory, if signing for an entity)
	
	  

	(Print title of signatory, if signing for an entity)



  
  

Signature Page to Voting Agreement 








 Exhibit A 

INVESTOR STOCKHOLDERS 

Greenspring Global Partners IV-A, L.P. 

Greenspring Global Partners IV-B, L.P. 

Greenspring Global Partners IV-C, L.P. 

Greenspring Crossover Ventures I, L.P. 

Insight Venture Partners VII, L.P. 
 Insight
Venture Partners (Cayman) VII, L.P. 
 Insight Venture Partners VII (Co-Investors), L.P. 

Insight Venture Partners (Delaware) VII, L.P. 







 New Enterprise Associates 13, Limited Partnership 
 NEA Ventures 2011, Limited Partnership 







 Exhibit B 

PRIOR INVESTOR STOCKHOLDERS 
 Sanju K. Bansal 
 Charles Ghoorah 
 Andrea Ghoorah Sieminski 
 Robert Ghoorah 

Rajeev K. Aggarwal 
 Birchmere Ventures II, LP

 Marsha S Pinson 
 Global Internet
Ventures LLC 







 Ashok K. Trivedi 
 Adil Zainulbhai 
 Edward Mathias 
 Morgan O’Brien 
 Roger Mody 
 SYS Ventures LLC 
 David Holtzman 
 Paul S. Sherbacow 
 Greenoaks Ventures LLC 

Capital Investors II 







 Lynette Cox 
 Avatar Capital – Cvent LLC 
 Cvent Investors I LLC 

Cvent Investors II LLC 
 Avcap – Cvent LLC

 Sid Banerjee 
 Sunil Wadhwani

 Ajay B. Shah & Lata K. Shah Trustees Of The Ajay B. Shah & Lata K. Shah 1996 Trust 

Thomas Kramer 







 Dwayne Sye 
 Edward S. Lang 
 Maria Acebal 
 Linda Trude 
 David Quattrone 
 William Lewis Pipkin 
 Roger A. Sawhney 







 Exhibit C 

OTHER STOCKHOLDERS 

Scott M Ackley 
 Manjula Aggarwal 

Robert Anderson 
 Aventine 

Danielle Scheer Barr 
 Stephen Beamer

 Christina Caday 
 Aaron Carlo

 Jenny Chen 
 Elizabeth Crowder Cho








 William W. Davis, Sr. 
 Wenqing Deng 
 John Desarbo 
 Eric Eden 
 Rajiv Enand 
 Todd M. Fein 
 Peter Floros 
 Daniel C. Gedacht 
 Carl F. Hilker, III 
 Ana Ramaswamy-Hite 
 Nancy Huang 







 Yu-Wen Hwang 
 Leena Jobanputra 
 John W. Judge 
 Amanda Goldblatt 
 Brian Kosem 
 Eric L. Lail 
 Daniel Lapus 
 Suzanne Lowe 
 May Lu 
 Michael Lu 







 Brian Ludwig 
 Bharet Malhotra 
 Christopher S. Palmisano 

Gregory R. Pobst 
 Robert Pron 

Juan Pablo Pulido 
 Anil Punyapu 

Reggie and Dharini Aggarwal Irrevocable Trust (2011)
 Reggie Aggarwal Grantor Retained Annuity Trust 
 Nancy Rosenbaum 







 Nimisha Shah 
 Sanjeev K. Bansal Grantor Retained Annuity Trust 
 Kerry Shannon Ott 

Saurabh Singh 
 Spencer Anders Smith

 Ken Sommer 
 David Wadden

 Eric Wallace