EX-10.9



 Exhibit 10.9 

 
  
 CVENT, INC. 
 THIRD AMENDED AND RESTATED 

STOCKHOLDERS’ AGREEMENT 
 July 15, 2011 
  

 








  
  

 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
			
	 Section 1
	  	 DEFINITIONS
	  	 	2	  
			
	 1.1
	  	 Certain Definitions
	  	 	2	  
			
	 Section 2
	  	 Restrictions on Transfer
	  	 	4	  
			
	 2.1
	  	 General
	  	 	4	  
	 2.2
	  	 Notice of Proposed Transfer
	  	 	4	  
			
	 Section 3
	  	 Right of First Refusal
	  	 	4	  
			
	 3.1
	  	 Exercise by the Company
	  	 	4	  
	 3.2
	  	 Initial Exercise by the Eligible Stockholders
	  	 	4	  
	 3.3
	  	 Subsequent Exercise by the Eligible Stockholders
	  	 	5	  
	 3.4
	  	 Purchase Price
	  	 	6	  
	 3.5
	  	 Closing; Payment
	  	 	6	  
	 3.6
	  	 Exclusion from Right of First Refusal
	  	 	6	  
			
	 Section 4
	  	 Right of Co-Sale
	  	 	7	  
			
	 4.1
	  	 Exercise by the Eligible Stockholders
	  	 	7	  
	 4.2
	  	 Subsequent Election to Sell by the Selling Stockholders
	  	 	7	  
	 4.3
	  	 Closing; Consummation of the Co-Sale
	  	 	8	  
	 4.4
	  	 Exclusion from Co-Sale Right
	  	 	8	  
	 4.5
	  	 Multiple Series, Class or Type of Stock
	  	 	8	  
	 4.6
	  	 Seller’s Right To Transfer
	  	 	8	  
			
	 Section 5
	  	 Conditions to Valid Transfer
	  	 	9	  
			
	 5.1
	  	 Generally
	  	 	9	  
	 5.2
	  	 Put Right
	  	 	9	  
			
	 Section 6
	  	 Restrictive Legend and Stop Transfer Orders
	  	 	10	  
			
	 6.1
	  	 Legend
	  	 	10	  
	 6.2
	  	 Stop Transfer Instructions
	  	 	10	  
			
	 Section 7
	  	 TERMINATION
	  	 	10	  
			
	 7.1
	  	 Termination
	  	 	10	  
			
	 Section 8
	  	 MISCELLANEOUS
	  	 	10	  
			
	 8.1
	  	 Notices
	  	 	10	  
	 8.2
	  	 Successors and Assigns
	  	 	11	  
	 8.3
	  	 Severability
	  	 	12	  
	 8.4
	  	 Amendment
	  	 	12	  


  
  









							
	 8.5
	  	 Additional Parties
	  	 	12	  
	 8.6
	  	 Continuity of Other Restrictions
	  	 	12	  
	 8.7
	  	 Governing Law
	  	 	13	  
	 8.8
	  	 Counterparts
	  	 	13	  
	 8.9
	  	 Further Assurances
	  	 	13	  
	 8.10
	  	 Conflict
	  	 	13	  
	 8.11
	  	 Attorney’s Fees
	  	 	13	  
	 8.12
	  	 Titles and Subtitles
	  	 	13	  
	 8.13
	  	 Entire Agreement
	  	 	13	  
	 8.14
	  	 Delays or Omissions
	  	 	13	  
	 8.15
	  	 Telecopy Execution and Delivery
	  	 	14	  
	 8.16
	  	 Jurisdiction; Venue
	  	 	14	  
	 8.17
	  	 Aggregation
	  	 	14	  
	 8.18
	  	 Effect on Prior Agreement
	  	 	14	  
	 8.19
	  	 WAIVER OF JURY TRIAL
	  	 	14	  


  
 ii 










  
  

 CVENT, INC. 

THIRD AMENDED AND RESTATED 
 STOCKHOLDERS’ AGREEMENT 
 This Third Amended and Restated
Stockholders’ Agreement (this “Agreement”) is dated as of July 15, 2011, and is made by and among Cvent, Inc., a Delaware corporation (the “Company”) the individuals and entities listed on
Exhibit A (each, a “Stockholder,” and collectively, the “Stockholders”). 
 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 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 Stockholders thereto (the “Purchase Agreement”), and it is a condition to the closing of the transactions contemplated in the Purchase Agreement that the Company and the Stockholders execute and deliver this
Agreement; 
 WHEREAS, the Company and certain of the Stockholders are parties to that certain Second Amended and Restated
Stockholders’ Agreement, dated as of July 11, 2001, by and among the Company and the persons and entities listed on the exhibits thereto (the “Prior Stockholders’ Agreement”); 

WHEREAS, the Prior Stockholders’ Agreement may be amended by the agreement of certain of the Stockholders who are parties to this
Agreement pursuant to Section 10.4 of the Prior Stockholders’ Agreement (the “Requisite Parties”); and 
 WHEREAS, the signatories to this Agreement constitute the Requisite Parties pursuant to Section 3.3 of the Prior Stockholders’ Agreement and desire that this Agreement amend, restate, supersede
and replace the Prior Stockholders’ Agreement, and by executing the signature pages hereto the Requisite Parties hereby provide their written consent thereof. 
 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 
 DEFINITIONS 
 1.1 Certain Definitions. For purposes of this Agreement, the
following terms have the following meanings: 
 (a) “Common Stock” means the Common Stock, par value
$0.001 per share, of the Company. 
 (b) “Change of Control” means 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) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining
outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving entity outstanding immediately after such transaction or series of transactions. 
 (c) “Convertible Securities” means all then outstanding options, warrants, rights, convertible notes, preferred stock or other securities of the Company directly or indirectly
convertible into or exercisable for shares of Common Stock. 
 (d) “Co-Sale Eligible Stockholder” means
each Eligible Stockholder who has not exercised its right in Sections 3.2 and/or 3.3, as the case may be. 
 (e)
“Days” means calendar days; provided that if any day on which a period specified in this Agreement would otherwise terminate falls on a weekend or a federal holiday, the term “day” shall mean
the next business day. 
 (f) “Eligible Stockholder” means a Stockholder who or which, at the time in
question, holds at least 10,000,000 Shares. 
 (g) “Preferred Stock” means the Series A Preferred Stock,
par value $0.001 per share, of the Company. 
 (h) “Rights of Co-Sale” means the rights of co-sale
provided to the Co-Sale Eligible Stockholders in Section 4. 
 (i) “Rights of First Refusal” means
the rights of first refusal provided to the Company and the Eligible Stockholders in Section 3. 
 (j)
“Seller” means any Stockholder proposing to Transfer Shares. 
 (k) “Shares”
means all shares of Preferred Stock, Common Stock and Convertible Securities of the Company owned as of the date hereof or hereafter acquired by a Stockholder, as adjusted for any stock splits, stock dividends, combinations, subdivisions,
recapitalizations and the like and as measured on an as-converted-to-Common-Stock basis. 







 (l) “Transfer,”
“Transferring,” “Transferred,” or words of similar import, mean and include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by
bequest, devise or descent, or other transfer or disposition of any kind, including but not limited to transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors,
whether voluntary or by operation of law, directly or indirectly, except: 
 (i) any transfers of Shares by a Seller to
Seller’s spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse or domestic partner of any child, adopted child, grandchild or adopted grandchild of
Seller, or to a trust or trusts for the exclusive benefit of Seller or those members of Seller’s family specified in this Section 1.1(l)(i) or transfers of Shares by Seller by devise or descent; provided that, in all cases, the
transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as a Seller; 
 (ii) any
bona fide gift effected for tax planning purposes, provided that the pledgee, transferee or donee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as a Seller; 

(iii) by operation of law; 
 (iv) (i) any transfer not involving a change in beneficial ownership or (ii) any transfers involving the distribution without consideration to (x) a constituent partner or a retired
partner, or the estate of any such partner, of a Seller that is a partnership; (y) a parent, subsidiary or other affiliate of a Seller that is a corporation; or (z) a member or a retired member, or the estate of any such member, of a
Seller that is a limited liability company; provided, that, in all cases, the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was Seller; 

(v) any transfer to the Company or an Eligible Stockholder pursuant to the terms of this Agreement; and 

(vi) any repurchase of Shares by the Company pursuant to agreements under which the Company has the option to repurchase such Shares at
no greater than the original purchase price thereof upon the occurrence of certain events, such as termination of employment. 

If a Seller plans to make any of the above excepted transfers, then, prior to transferring its Shares, the Seller shall deliver to the
Company a written notice stating: (i) Seller’s bona fide intention to make an excepted transfer of its Shares; (ii) the name, address and phone number of each proposed transferee; (iii) the aggregate number of Shares to be
transferred to each proposed transferee; (iv) the section in this agreement upon which Seller is relying in making an excepted transfer and (v) evidence that the transferee or other recipient has executed a counterpart copy of this
Agreement and has become bound hereby as a Seller. Notwithstanding the foregoing, no Seller shall transfer any Seller Shares to any entity which, in the determination of the Company’s board of directors, directly or indirectly competes with or
is a supplier, customer, distributor to or otherwise has a business relationship with (excluding by virtue solely of being a stockholder of the Company), the Company. 







 SECTION 2 
 Restrictions on Transfer 
 2.1 General. Before a Seller may Transfer any
Shares, Seller must comply with the provisions of Section 2.2, Section 3 and Section 4. Each Stockholder represents and warrants that it is the sole legal and beneficial owner of its Shares and, subject to any restrictions imposed
under the Company’s certificate of incorporation or bylaws, or under any restricted stock purchase agreement with the Company, that no other person or entity has any interest (other than a community property interest) in such shares.

 2.2 Notice of Proposed Transfer. Prior to Seller Transferring any of its Shares, Seller shall deliver to the Company
and the Eligible Stockholders a written notice (the “Transfer Notice”) in substantially the form attached hereto as Exhibit B, stating: (i) Seller’s bona fide intention to Transfer such Shares;
(ii) the name, address and phone number of each proposed purchaser or other transferee (each, a “Proposed Transferee”); (iii) the aggregate number of Shares proposed to be Transferred to each Proposed Transferee
(the “Offered Shares”); (iv) the bona fide cash price or, in reasonable detail, other consideration for which Seller proposes to Transfer the Offered Shares (the “Offered Price”); and
(v) each Eligible Stockholder’s right to exercise either its Right of First Refusal or its Right of Co-Sale (but not both rights) with respect to the Offered Shares. 
 SECTION 3 
 Right of First Refusal 

3.1 Exercise by the Company. 
 (a) For a period of twenty (20) days (the “Initial Exercise Period”) after the last date on which the Transfer Notice is, pursuant to Section 8.1, deemed to have been
delivered to the Company and all Eligible Stockholders, the Company shall have the right to purchase all or any part of the Offered Shares on the terms and conditions set forth in this Section 3. In order to exercise its right hereunder, the
Company must deliver written notice to Seller within the Initial Exercise Period. 
 (b) Upon the earlier to occur of
(i) the expiration of the Initial Exercise Period or (ii) the time when Seller has received written confirmation from the Company regarding its exercise of its Right of First Refusal, the Company shall be deemed to have made its election
with respect to the Offered Shares, and the shares for which the Eligible Stockholders may exercise their Rights of First Refusal (as described below) shall be correspondingly reduced, if appropriate. 

3.2 Initial Exercise by the Eligible Stockholders. 
 (a) Subject to the limitations of this Section 3.2, the Eligible Stockholders shall have the right to purchase, in the aggregate, all or any part of the Offered Shares not purchased by the Company
pursuant to Section 3.1 (the “Remaining Shares”) on the terms and conditions set forth in this Section 3. 







 If the Company declines to exercise its Right of First Refusal with respect to all the
Offered Shares, it must notify each Eligible Stockholder in writing upon the expiration of the Initial Exercise Period with respect to the Offered Shares or such earlier time as the Company waives its rights, and then the Eligible Stockholders shall
have twenty (20) days after receipt of such written notice from the Company (the “Secondary Exercise Period”) with respect to any Offered Shares, to purchase the Remaining Shares at the same price and on the same terms
that the Offered Shares were offered to the Proposed Transferees. Each Eligible Stockholder who elects to exercise his, her or its Right of First Refusal may do so by notifying the Company and the Seller in writing before expiration of such 20-day
period as to the number of such shares that he, she or it wishes to purchase. 
 (b) To the extent the aggregate number of
shares that the Eligible Stockholders desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Eligible Stockholder so exercising will be entitled to purchase its pro rata share of the Remaining
Shares, which shall be equal to that number of the Remaining Shares equal to the product obtained by multiplying (x) the number of Remaining Shares by (y) a fraction, (i) the numerator of which shall be the number of Shares held by
such Eligible Stockholder on the date of the Transfer Notice and (ii) the denominator of which shall be the number of Shares held on the date of the Transfer Notice by all Eligible Stockholders (“Pro Rata ROFR Share”).

 (c) Within five (5) days after the expiration of the Secondary Exercise Period, Seller will give written notice to the
Company and each Eligible Stockholder specifying the number of Offered Shares to be purchased by the Company and each Eligible Stockholder exercising its Right of First Refusal (the “ROFR Confirmation Notice”). The ROFR
Confirmation Notice shall also specify the number of Offered Shares not purchased by the Company or the Eligible Stockholder, if any, pursuant to Sections 3.1 and 3.2 (“Unsubscribed Shares”) and shall list each Participating
Stockholder’s (as defined in Section 3.3) Subsequent Pro Rata Share (as described in Section 3.3) of any such Unsubscribed Shares. 
 3.3 Subsequent Exercise by the Eligible Stockholders. To the extent that there remain any Unsubscribed Shares, each Eligible Stockholder electing to exercise its right to purchase at least its full
Pro Rata ROFR Share of the Remaining Shares under Section 3.2 (a “Participating Stockholder”) shall have a right to purchase all or any part of the Unsubscribed Shares; however, to the extent the aggregate number
of shares that the Participating Stockholders desire to purchase (as evidenced in written notices delivered to the Seller) exceeds the remaining Unsubscribed Shares, each Participating Stockholder so exercising (an “Electing Participating
Stockholder”) will be entitled to purchase that number of the Unsubscribed Shares equal to the product obtained by multiplying (x) the number of Unsubscribed Shares by (y) a fraction, (i) the numerator of which shall be
the number of Shares held on the date of the Transfer Notice by such Electing Participating Stockholder and (ii) the denominator of which shall be the number of Shares held on the date of the Transfer Notice by all Electing Participating
Stockholders (“Subsequent Pro Rata Share”); provided, however, if any Electing Participating Stockholder does not request to purchase its full Subsequent Pro Rata Share, the remaining portion of its allocation shall be
reallocated among those Electing Participating Stockholders whose Subsequent Pro Rata Share allocations did not satisfy their requests, pro rata, as described above, and this procedure shall be repeated until each Electing Participating
Stockholder’s request has been fulfilled or all of the Remaining Shares have been so allocated. In order to exercise its rights hereunder, such Electing Participating Stockholder must 







 
provide written notice to Seller with a copy to the Company and each Eligible Stockholder within seven (7) days after the expiration of the Subsequent Exercise Period (the
“Subsequent Exercise Period”). 
 3.4 Purchase Price. The purchase price for the Offered Shares
to be purchased by the Company or by an Eligible Stockholder exercising its Right of First Refusal under this Agreement will be the Offered Price, and will be payable as set forth in Section 3.5. If the Offered Price includes consideration
other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board of Directors of the Company in good faith, which determination will be binding upon the Company, each Eligible Stockholder and Seller, absent
fraud or error. 
 3.5 Closing; Payment. Subject to compliance with applicable state and federal securities laws, the
Company and the Eligible Stockholders exercising their Rights of First Refusal shall effect the purchase of all or any portion of the Offered Shares, including the payment of the purchase price, within ten (10) days after the later of
(i) delivery of the ROFR Confirmation Notice, (ii) Delivery of the Co-Sale Confirmation Notice (as defined in Section 4.1(c)), (iii) expiration of the Subsequent Exercise Period, and (iv) expiration of the Subsequent Co-Sale
Period (as defined in Section 4.2) (the “Right of First Refusal Closing”); provided, however, that the Company hereby acknowledges that exercise of the Right of First Refusal pursuant to this Section 3 by
certain Eligible Stockholders may subject the Company and/or such Eligible Stockholder to the filing requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and that such Eligible
Stockholder may be prevented from exercising its rights under this Section 4.1(c) until the expiration or early termination of all waiting periods imposed by the HSR Act (“HSR Act Restrictions”). If on or before
expiration of the Secondary Exercise Period, an Eligible Stockholder has sent a notice to the Company and the Seller in writing informing them as to the number of such shares that it wishes to purchase, and such Eligible Stockholder has not been
able to complete the purchase of the Offered Shares as provided in Section 3 prior to the Right of First Refusal Closing because of HSR Act Restrictions, such Eligible Stockholder shall be entitled to complete the process of purchasing such
Offered Shares in accordance with the procedures contained herein notwithstanding the fact that completion of such purchase would take place after the Right of First Refusal Closing Date. Payment of the purchase price will be made, at the option of
the party exercising its Right of First Refusal, (i) in cash (by check), (ii) by wire transfer or (iii) by cancellation of all or a portion of any outstanding indebtedness of Seller to the Company or the Eligible Stockholder, as the
case may be, or (iv) by any combination of the foregoing. At such Right of First Refusal Closing, Seller shall deliver to each of the Company and the Eligible Stockholders exercising their Rights of First Refusal, one or more certificates,
properly endorsed for transfer, representing such Offered Shares so purchased. 
 3.6 Exclusion from Right of First Refusal.
This Right of First Refusal shall not apply with respect to shares sold and to be sold (a) by Eligible Stockholders pursuant to the Right of Co-Sale (set forth in Section 4) or (b) after the four (4) year anniversary of the
date hereof by any Stockholder who holds at least 29,000,000 Shares on the date hereof. 







 SECTION 4 
 Right of Co-Sale 
 4.1 Exercise by the Eligible Stockholders. 

(a) Subject to the limitations of this Section 4, to the extent that the Company and the Eligible Stockholders do not exercise their
respective Rights of First Refusal with respect to all or any part of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 3, then, each Eligible Stockholder shall have the right to participate in such sale of the
Offered Shares which are not being purchased by the Company or the Eligible Stockholders pursuant to their respective Rights of First Refusal (“Residual Shares”), on the same terms and conditions as specified in the Transfer
Notice, to the extent described in Section 4.1(b). Each Eligible Stockholder exercising its rights under this Section 4 (a “Selling Stockholder”) must have provided a written notice to Seller within the Initial
Exercise Period indicating the number of shares it holds that it wishes to sell pursuant to this Section 4.1. 
 (b) To the
extent the aggregate number of shares that the Selling Stockholders desire to sell (as evidenced by written notices delivered to Seller) exceeds the number of Residual Shares, each Selling Stockholder will be entitled to sell up to its pro rata
share of the Residual Shares, which shall be equal to the product obtained by multiplying (x) the number of Residual Shares by (y) a fraction, (i) the numerator of which shall be the number of Shares held on the date of the Transfer
Notice by such Selling Stockholder and (ii) the denominator of which shall be the number of Shares held on the date of the Transfer Notice by the Selling Stockholders plus the number of Shares held on the date of the Transfer Notice by Seller
(“Pro Rata Co-Sale Share”). 
 (c) Within ten (10) days after the expiration of the Initial
Exercise Period, Seller will give written notice to the Company and each Selling Stockholder specifying the number of Residual Shares to be sold by each Selling Stockholder exercising its Right of Co-Sale (the “Co-Sale Confirmation
Notice”). The Co-Sale Confirmation Notice shall also specify the number of Residual Shares not being sold by the Selling Stockholders, if any, pursuant to Section 4 (the “Unsubscribed Residual Shares”) and
shall list each Participating Co-Sale Stockholder’s (as defined in Section 4.2) Subsequent Pro Rata Co-Sale Share (as described in Section 4.2) of any such Unsubscribed Residual Shares. 

4.2 Subsequent Election to Sell by the Selling Stockholders. To the extent that there remain any Unsubscribed Residual Shares,
each Selling Stockholder electing to exercise its right to sell at least its full Pro Rata Co-Sale Share of the Residual Shares under Section 4.1 (a “Participating Co-Sale Stockholder”) shall have a right to sell all or
any part of the Unsubscribed Residual Shares; however, to the extent the aggregate number of additional shares that the Participating Co-Sale Stockholders desire to sell (as evidenced in written notices delivered to the Seller) exceeds the
Unsubscribed Residual Shares, each Participating Co-Sale Stockholder so exercising (an “Electing Participating Co-Sale Stockholder”) will be entitled to sell that number of the Unsubscribed Residual Shares equal to the
product obtained by multiplying (x) the number of Unsubscribed Residual Shares by (y) a fraction, (i) the numerator of which shall be the number of Stockholder Shares held by such Electing Participating Co-Sale Stockholder on the date
of the Transfer Notice and (ii) the denominator of which shall be the number of Stockholder Shares held on 







 
the date of the Transfer Notice by all Participating Co-Sale Stockholders (“Subsequent Pro Rata Co-Sale Share”); provided, however, if any Electing Participating
Co-Sale Stockholder does not request to sell its full Subsequent Pro Rata Co-Sale Share, the remaining portion of its allocation shall be reallocated among those Electing Participating Co-Sale Stockholders whose Subsequent Pro Rata Co-Sale Share
allocations did not satisfy their requests, pro rata, as described above, and this procedure shall be repeated until each Electing Participating Co-Sale Stockholder’s request has been fulfilled or all of the remaining Unsubscribed Residual
Shares have been so allocated. In order to exercise its rights hereunder, such Electing Participating Co-Sale Stockholder must provide written notice to Seller with a copy to the Company and each Eligible Stockholder within twelve (12) days
after expiration of the Initial Exercise Period (the “Subsequent Co-Sale Period”). 
 4.3 Closing;
Consummation of the Co-Sale. Subject to compliance with applicable state and federal securities laws, the sale of the Residual Shares by the Selling Stockholders shall occur within ten (10) days after the later of (i) delivery of the
Co-Sale Confirmation Notice and (ii) expiration of the Subsequent Co-Sale Period (the “Co-Sale Closing”). If a Selling Stockholder exercised the Right of Co-Sale in accordance with this Section 4, then such Selling
Stockholder shall deliver to Seller at or before the Co-Sale Closing, one or more certificates, properly endorsed for Transfer, representing the number of Residual Shares to which the Selling Stockholder is entitled to sell pursuant to this
Section 4. At the Co-Sale Closing, Seller shall cause such certificates or other instruments to be Transferred and delivered to the Transferee pursuant to the terms and conditions specified in the Transfer Notice, and Seller will remit, or will
cause to be remitted, to each Selling Stockholder, at the Co-Sale Closing, that portion of the proceeds of the Transfer to which each Selling Stockholder is entitled by reason of each Selling Stockholder’s participation in such Transfer
pursuant to the Right of Co-Sale. 
 4.4 Exclusion from Co-Sale Right. This Right of Co-Sale shall not apply with respect
to Shares sold or to be sold (a) to Eligible Stockholders or the Company pursuant to the Right of First Refusal or (b) after the four (4) year anniversary of the date hereof by any Stockholder who holds at least 29,000,000 Shares on
the date hereof. 
 4.5 Multiple Series, Class or Type of Stock. If the Offered Shares consist of more than one series,
class or type of security, Seller has the right to Transfer hereunder each such series, class or type. 
 4.6 Seller’s
Right To Transfer. If any of the Offered Shares remain available after the exercise of all Rights of First Refusal and all Rights of Co-Sale, then the Seller shall be free to Transfer, subject to Section 5, any such remaining shares to the
Proposed Transferee at the Offered Price or a higher price in accordance with the terms set forth in the Transfer Notice; provided, however, that if the Offered Shares are not so Transferred during the seventy-two
(72) day period immediately following the deemed delivery of the Transfer Notice, then Seller may not Transfer any of such remaining Offered Shares without complying again in full with the provisions of this Agreement. 







 SECTION 5 
 Conditions to Valid Transfer 
 5.1 Generally. Any attempt by any Seller to
Transfer any Shares in violation of any provision of this Agreement will be void. No securities shall be transferred by Seller unless (i) such Transfer is made in compliance with all of the terms of this Agreement and all applicable federal and
state securities laws and (ii) prior to such Transfer, the transferee or transferees sign a counterpart to this Agreement pursuant to which it or they agree to be bound by the terms of this Agreement. The Company will not be required to
(i) transfer on its books any shares that have been Transferred in violation of any provisions of this Agreement or (ii) to treat as owner of such shares, or accord the right to vote or pay dividends to any purchaser, donee or other
transferee to whom such shares may have been so Transferred. 
 5.2 Put Right. If a Seller Transfers any Seller
Shares in contravention of the Right of Co-Sale under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Offered Shares desires to purchase a class, series or type of stock offered by Seller but not
held by a Selling Stockholder, or the Proposed Transferee is unwilling to purchase any securities from a Selling Stockholder, such Selling Stockholder may, by delivery of written notice to such Seller (a “Put Notice”) within
ten (10) days after the later of (i) the Co-Sale Closing and (ii) the date on which such Selling Stockholder becomes aware of the Prohibited Transfer or the terms thereof, require such Seller to purchase from such Selling Stockholder
that number of Shares (subject to Section 5.2(b)) that is equal to the number of Residual Shares such Selling Stockholder would have been entitled to Transfer to the purchaser (the “Put Shares”). Such sale shall be made
on the following terms and conditions: 
 (a) The price per share at which the Put Shares are to be sold to Seller shall be
equal to the price per share that the Selling Stockholder would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Stockholder had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall
be paid in cash or such other consideration as Seller received in the Prohibited Transfer or at the Co-Sale Closing. Seller shall also reimburse the Selling Stockholder for any and all fees and expenses, including, but not limited to, legal fees and
expenses, incurred pursuant to the exercise or attempted exercise of such Selling Stockholder’s Rights of Co-Sale pursuant to Section 4 or in the exercise of its rights under this Section 5.2 with respect to the Put Shares.

 (b) The Put Shares of Stock to be sold to Seller shall be of the same class or type as Transferred in the Prohibited Transfer
or at the Co-Sale Closing if such Selling Stockholder then owns securities of such class or type. If such Selling Stockholder does not own any of such class or type, the Put Shares shall be Shares. 

(c) The closing of such sale to Seller will occur within ten (10) days after the date of such Selling Stockholder’s Put Notice
to such Seller. At such closing, the Selling Stockholder shall deliver to Seller the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof,
such Seller shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 5.2(a). 







 SECTION 6 
 Restrictive Legend and Stop Transfer Orders 
 6.1 Legend. Each Stockholder
understands and agrees that the Company will cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents or instruments evidencing ownership of Shares by such Stockholder:

 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED IN
COMPLIANCE WITH CERTAIN RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE AS SET FORTH IN A STOCKHOLDERS’ AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 6.2 Stop Transfer Instructions. In order to ensure compliance with the restrictions referred to herein, each Seller agrees that the Company may issue appropriate “stop transfer”
certificates or instructions in the event of a Transfer in violation of any provision of this Agreement and that it may make appropriate notations to the same effect in its records. 

SECTION 7 

TERMINATION 

7.1 Termination. The Eligible Stockholders’ Rights of First Refusal and Rights of Co-Sale shall terminate upon the earliest
to occur of (i) the closing of an Initial Public Offering (as defined below), (ii) the date on which this Agreement is terminated by a writing executed by holders of at least eighty-two percent (82%) of the Shares then held by the
Stockholders (on an as converted to common basis), (iii) the dissolution or winding-up of the Company, or (iv) immediately prior to the effective date of a Change of Control. The Company’s Right of First Refusal will terminate upon
the earliest to occur of (i) a written election of the Company pursuant to an action by the Board of Directors, or (ii) the occurrence of any of (i), (iii) or (iv) in the preceding sentence. An “Initial Public
Offering” means the Company’s first bona fide, firm commitment underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of
Shares. 
 SECTION 8 
 MISCELLANEOUS 
 8.1 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 Stockholder) or otherwise delivered by hand, messenger or courier service addressed:

 (a) if to a Stockholder, to the Stockholder’s 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; 







 (b) if to any other holder of Company securities subject to this Agreement, to such address
as shown in the exhibits to this Agreement or in the Company’s records, or, until any such holder so furnishes an address to the Company, then to the address of the last holder of such securities for which the Company has contact information in
its records; or 
 (c) 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 address as the Company shall have furnished to the Stockholders, Sellers or other such holders, 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), (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 (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. 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 Stockholder or other security holder 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 Stockholder or other security holder 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 Stockholder or other
security holder in the Company’s records), (iii) posting on an electronic network together with separate notice to the Stockholder or other security holder of such specific posting or (iv) any other form of electronic transmission (as
defined in the Delaware General Corporation Law) directed to the Stockholder or other security holder. This consent may be revoked by a Stockholder or other security holder by written notice to the Company and may be deemed revoked in the
circumstances specified in Delaware General Corporation Law §232. 
 8.2 Successors and Assigns. Notwithstanding any
other provision elsewhere, this Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by any Stockholder without the prior written consent of the Company, provided,
however, that the rights of any Stockholder hereunder may be assigned without such prior written consent (i) to any other Stockholder or (ii) to a partner, member, limited partner, retired partner, retired member, stockholder or
affiliate or investment fund within the same fund 







 
group of such Stockholder. Any attempt by a Stockholder without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall
be void. Subject to the foregoing and except as otherwise provided herein, 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 hereto.

 8.3 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. 
 8.4 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 eighty-two percent (82%) of the Shares held by all Stockholders;
provided, however, that Stockholders purchasing Shares after the Closing (as such term is defined in the Purchase Agreement) may become parties to this Agreement by executing a counterpart of this Agreement, without any amendment of this
Agreement, pursuant to this paragraph or any consent or approval of any other Stockholder; and provided, further, that the consent of the Stockholders shall not be required for any amendment, waiver, discharge or termination if such
amendment, waiver, discharge or termination does not apply to the Stockholders. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon the Company, the Stockholders and each future
holder of shares of Shares with rights under this Agreement and their respective successors and permitted assigns, whether or not such party, other shareholder, successor or assignee entered into or approved such amendment, waiver, discharge or
termination. Each Stockholder acknowledges that by the operation of this paragraph, (i) the Company, and (ii) Stockholders holding eighty-two percent (82%) of the Shares held by all Stockholders (excluding any of such shares that have
been sold to the public or pursuant to Rule 144) will collectively have the right and power to diminish or eliminate the rights of such Stockholder 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. 
 8.5 Additional Parties. Following the effective date of this Agreement, the Company agrees to cause each individual, corporation, limited liability company, partnership or other entity who comes to
hold at least 1,500,000 Shares to become a party to this Agreement and be deemed a “Stockholder” hereunder, and no amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Stockholder
shall be required as a condition to such Stockholder’s execution and delivery of an additional counterpart signature page to this Agreement. 
 8.6 Continuity of Other Restrictions. Any Shares not purchased by the Company or any Eligible Stockholder pursuant to their Right of First Refusal hereunder will continue to be subject to all other
restrictions imposed upon such Shares hereunder and by law, including any restrictions imposed under the Company’s certificate of incorporation or bylaws, or by agreement. 







 8.7 Governing Law. This Agreement and any controversy arising out of this Agreement
shall be governed in all respects by the internal laws of the State of Delaware without regard to principles of conflicts of law. 
 8.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together
shall constitute one instrument. 
 8.9 Further Assurances. Each party hereto 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.

 8.10 Conflict. In the event of any conflict between the terms of this Agreement and the Company’s certificate of
incorporation or its bylaws, the terms of the Company’s certificate of incorporation or its bylaws, as the case may be, will control. In the event of any conflict between the terms of this Agreement and any other agreement to which a
Stockholder is a party or by which such Stockholder is bound, the terms of this Agreement will control. 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. 
 8.11 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. 

8.12 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, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached
hereto. 
 8.13 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 hereto 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. 
 8.14 Delays or Omissions. Except as expressly provided herein, no delay or omission to
exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of such non-defaulting party, nor shall it be construed to be
a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement,
must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.








 8.15 Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of
this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and
delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction
hereof. 
 8.16 Jurisdiction; Venue. With respect to any disputes arising out of or related to this Agreement, the
parties consent to the exclusive jurisdiction of, and venue in, the state courts in Fairfax County in the Commonwealth of Virginia (or in the event of exclusive federal jurisdiction, the United States District Court for the Eastern District of
Virginia). 
 8.17 Aggregation. All Shares of the Company held or acquired by affiliated entities or persons of a
Stockholder (including but not limited to (i) a constituent partner or a retired partner of a Stockholder that is a partnership; (ii) a parent, subsidiary or other affiliate of a Stockholder that is a corporation; (iii) an immediate
family member living in the same household, a descendant, or a trust, in the case of a Stockholder who is an individual; or (iv) a member of a Stockholder that is a limited liability company) shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement which are triggered by the beneficial ownership of a threshold number of shares of the Company’s capital stock. 

8.18 Effect on Prior Agreement. Upon the execution and delivery of this Agreement by the Requisite Parties, the Prior
Stockholders’ Agreement shall be amended and restated in its entirety as set forth in this Agreement. 
 8.19 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) 








  
  

 The parties are signing this Third Amended and Restated Stockholders’ 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



  
  

Signature Page to Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

			
	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




  
  

Signature Page to Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

			
	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 Third Amended and Restated Stockholders’ Agreement 








 The parties are signing this Third Amended and Restated Stockholders’ Agreement as of
the date stated in the introductory clause. 
  

			
	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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Rajeev Aggarwal

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Charles V. Ghoorah

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 MARIA LAURA ACEBAL

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Scott Ackley

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Manjula Aggarwal

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Robert Anderson

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Edward J. Mathias

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Avatar Capital - Cvent LLC

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Avcap - Cvent LLC

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Siddhartha Banerjee

	(Print Stockholder name)
	
	 /s/ Siddharta Banerjee

	(Signature)
	
	  

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

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



  
  

Signature Page to Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 SANJU BANSAL

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Danielle Scheer Barr

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Stephen M. Beamer

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 








 The parties are signing this Third Amended and Restated Stockholders’ Agreement as of the date stated
in the introductory clause. 
  

			
	STOCKHOLDER
	
	 BIRCHMERE VENTURES II LP

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 CHRISTINA S. CADAY

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Aaron Carlo

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 JENNY CHEN

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 CI2-CVENT

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Lynette L Cox

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Elizabeth D. Cho AKA ED CROWDER

	(Print Stockholder name)
	
	 /s/ Elizabeth D. Cho

	(Signature)
	
	  

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

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



  
  

Signature Page to Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Cvent Investors I LLC

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Cvent Investors II LLC

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 William W. Davis, Sr.

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 WENQING DENG

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 John DeSarbo

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Eric T. Eden

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 RAJIV ENAND

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

			
	STOCKHOLDER
	
	 Todd Fein

	(Print Stockholder name)
		 	
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Peter Floros

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 DANIEL C. GEDACHT

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 ANDREA GHOORAH

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Robert Ghoorah

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

			
	STOCKHOLDER
	
	 Global Internet Ventures, LLC

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Amanda Goldblatt

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 GREENOAKS VENTURES LLC

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Carl F. Hilker III

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Ana Ramaswamy Hite

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 David H. Holtzman

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Nancy Huang

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Yuwen Hwang

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Leena Jobanputra

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 JOHN W. JUDGE

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Brian Kosem

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 THOMAS KRAMER

	(Print Stockholder name)
	
	 /s/ THOMAS KRAMER

	(Signature)
	
	  

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

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



  
  

Signature Page to Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Eric Lail

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Edward Lang

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 DANIEL C. LAPUS

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Suzanne E. Lowe

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 MICHAEL Y. LU

	(Print Stockholder name)
	
	 /s/ MICHAEL Y. LU

	(Signature)
	
	  

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

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



  
  

Signature Page to Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Yunmei Lu

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Brian Ludwig

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 BHARET MALHOTRA

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 MICROSTRATEGY INCORPORATED *

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Roger Mody

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 MORGAN E. O’BRIEN

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Christopher S. Palmisano

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 MARSHA S. PINSON

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 William Lewis Pipkin

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Gregory R. Pobst

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Robert J. Pron

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Juan P. Pulido

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 ANIL PUNYAPU

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 DAVID QUATTRONE

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 REGGIE AND DHARINI AGGARWAL
IRREVOCABLE TRUST (2011)

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 REGGIE AGGARWAL GRANTOR RETAINED
ANNUITY TRUST

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 NANCY P. ROSENBAUM

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	Sanjeev K Bansal Grantor Retained Annuity Trust
	
	 SANJU BANSAL

	(Print Stockholder name)
	
	 /s/ SANJU BANSAL

	(Signature)
	
	  

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

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



  
  

Signature Page to Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Roger A. Sawhney

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

			
	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 Stockholder name)
		
	/s/ LATA KRISHNAN	 	/s/ AJAY SHAH
	  

	(Signature)
		
	LATA KRISHNAN	 	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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Nimisha Shah

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Kerry Shannon (Ott)

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 PAUL S SHERBACOW

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Saurabh Singh

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Spencer Anders Smith

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Kenneth P. Sommer

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 DWAYNE SYE

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 SYS Ventures LLC

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 ASHOK K. TRIVEDI

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Linda A. Trude

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 DAVID S. WADDEN

	(Print Stockholder name)
	
	 /s/ DAVID S. WADDEN

	(Signature)
	
	  

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

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



  
  

Signature Page to Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 SUNIL WADHWANI

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 Eric Wallace

	(Print Stockholder name)
	
	 /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 Third Amended and Restated Stockholders’ Agreement 









  
  

 The parties are signing this Third Amended and Restated Stockholders’ Agreement as
of the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 ADIL ZAINULBHAI

	(Print Stockholder 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 Third Amended and Restated Stockholders’ Agreement 








 The parties are signing this Third Amended and Restated Stockholders’ Agreement as of
the date stated in the introductory clause. 
  

	
	STOCKHOLDER
	
	 William W. Davis, Sr., Living Trust

	(Print Stockholder name)
	
	 /s/ William W. Davis, Sr. / Living Trust

	(Signature)
	
	 William W. Davis, Sr. - Trustee

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

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



  
  

Signature Page to Third Amended and Restated Stockholders’ Agreement 









  

 
  

 EXHIBIT A 

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

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

  
  

 








 Rajeev K. Aggarwal 
 Charles Ghoorah 
 Maria Acebal 
 Scott M Ackley 
 Manjula Aggarwal 
 Robert Anderson 
 Edward Mathias 
 Avatar Capital – Cvent LLC 
 Avcap – Cvent LLC 







 Aventine, Inc. 
 Sid Banerjee 
 Sanju K. Bansal 
 Danielle Scheer Barr 
 Stephen Beamer 
 Birchmere Ventures II, LP 
 Christina Caday 

Aaron Carlo 
 Jenny Chen 

Capital Investors II 







 Lynette Cox 
 Elizabeth Crowder Cho 
 Cvent Investors I LLC 

Cvent Investors II LLC 
 William W. Davis, Sr.

 Wenqing Deng 
 John Desarbo

 Eric Eden 
 Rajiv Enand 

Todd M. Fein 







 Peter Floros 
 Daniel C. Gedacht 
 Andrea Ghoorah Sieminski 

Robert Ghoorah 
 Global Internet Ventures LLC

 Greenoaks Ventures LLC 
 Carl F.
Hilker, III 
 Ana Ramaswamy-Hite 

David Holtzman 
 Nancy Huang 







 Yu-Wen Hwang 
 Leena Jobanputra 
 John W. Judge 
 Amanda Goldblatt 
 Brian Kosem 
 Thomas Kramer 
 Eric L. Lail 
 Edward S. Lang 
 Daniel Lapus 
 Suzanne Lowe 







 May Lu 
 Michael Lu 
 Brian Ludwig 
 Bharet Malhotra 
 Morgan O’Brien 
 Christopher S. Palmisano 
 Marsha S Pinson 

William Lewis Pipkin 
 Roger Mody 







 Gregory R. Pobst 
 Robert Pron 
 Juan Pablo Pulido 
 Anil Punyapu 
 David Quattrone 
 Reggie and Dharini Aggarwal Irrevocable Trust 
 Reggie Aggarwal Grantor Retained Annuity Trust

 Nancy Rosenbaum 
 Sanjeev K. Bansal
Grantor Retained Annuity Trust 
 Roger A. Sawhney 







 Nimisha Shah 
 The Ajay B. Shah & Lata K. Shah 1996 Trust 
 Ajay B. Shah & Lata K. Shah,
Trustees 
 Kerry Shannon Ott 
 Paul
S. Sherbacow 
 Saurabh Singh 

Spencer Anders Smith 
 Ken Sommer 

Dwayne Sye 
 SYS Ventures LLC 

Ashok K. Trivedi 







 Linda Trude 
 David Wadden 
 Sunil Wadhwani 
 Eric Wallace 
 Adil Zainulbhai 








  
  

 EXHIBIT B 

FORM OF 

NOTICE OF SHARE TRANSFER 

Notice of Transfer 
 I
intend to transfer shares of the Company’s stock as indicated below (the “Offered Shares”). 
 Notice of Rights

 Pursuant to the Third Amended and Restated Stockholders’ Agreement, dated as of July [15], 2011 (the
“Agreement”), I write to inform you of your Right of First Refusal and your Right of Co-Sale (each as defined in the Agreement) with respect to the Offered Shares. If you choose to do so, you may exercise one (but not both)
of these rights with respect to the Offered Shares by returning this notice to me, at the address below, with a copy to Cvent, Inc. If you decline your right to do so, you do not need to return anything. Your failure to return this notice on a
timely basis will indicate that you have declined to exercise your Right of First Refusal and Right of Co-Sale with respect to the Offered Shares. 
 Election 
  

			
	I exercise my Right of First Refusal	  	 ̈
		
	I exercise my Right of Co-Sale	  	 ̈
	
	I wish to (circle one, not both) buy / sell                  shares of
                 stock.

 Description of Transfer 
  

	1.	Type and aggregate number of shares to be transferred: 

  

	2.	Type of transfer (please check one): 

  

	 	 ̈	Sale 

  

	 	 ̈	Other. Describe: 


  
  









	3.	Proposed transferees: 

  

									
	  	 	  	  	  	  	 Name and address
	  	 Type, amount and price of shares

					
		 	1.	  		  	[insert name of proposed transferee]	  	[enter amount, type and price of shares]
		 		  		  	[insert address of proposed transferee]	  	
		 		  		  	[insert phone number of proposed transferee]	  	
					
		 	2.	  		  	[insert name of proposed transferee]	  	[enter amount, type and price of shares]
		 		  		  	[insert address of proposed transferee]	  	
		 		  		  	[insert phone number of proposed transferee]	  	

  

	4.	Consideration: 

  

	 	•	 	 Total cash consideration: 


  

	 	•	 	 Total fair market value of non-cash consideration (if any) as of the date of the notice: 



 

	 	•	 	 Describe any non-cash consideration in reasonable detail: 


 [Specify applicable return dates for the notice]. There will be no extension of this deadline. 

[Enter seller’s name and address] 
 [Enter the company’s address and contact person]