Amendment to Amended and restated Investor Rights Agreement



 Exhibit 4.7 
 AMENDMENT TO 
 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 This Amendment and Waiver to Amended and Restated Investor Rights Agreement (the “Amendment”) is made
and entered into effective September 16, 2010 by and among Ellie Mae, Inc., a Delaware corporation (the “Company”), and the persons holding the majority of the outstanding Registrable Securities and set forth on the signature
pages hereto (the “Majority Holders”). 
 RECITALS 

WHEREAS, the Company’s predecessor, Ellie Mae, Inc., a California corporation (the “Predecessor”), and the
Majority Holders are party to that Amended and Restated Investor Rights Agreement, dated December 21, 2005 (the “Investor Rights Agreement”) (capitalized terms used but not defined herein have the meaning ascribed to them in
the Agreement); 
 WHEREAS, the Company became party to the Investor Rights Agreement by operation of law upon the
reincorporation of the Predecessor as the Company effective November 30, 2009; 
 WHEREAS, under Section 6.2 of the
Investor Rights Agreement, the Company and Holders of at least a majority of the Registrable Securities (as such term is defined in the Investor Rights Agreement) may amend, on behalf of all other holders of Registrable Securities, terms of the
Investor Rights Agreement; 
 WHEREAS, the Majority Holders hold at least a majority of the Registrable Securities; and

 WHEREAS, the Majority Holders and the Company now desire to amend the Investor Rights Agreement. 

AGREEMENT 
 NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows: 
  

	 	1.	Section 3.1 of the Investor Rights Agreement shall be amended and restated in its entirety to read as follows: 


3.1 “New Securities”. For purposes of this Section 3, the term “New Securities” shall mean shares of
Common Stock, Preferred Stock or any other class of capital stock of the Company, whether or not now authorized, securities of any type that are convertible into shares of such capital stock, and options, warrants or rights to acquire shares of such
capital stock. Notwithstanding the foregoing, the term “New Securities” shall not include: (a) securities issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series G-2 Preferred Stock or Series H Preferred Stock; (b) securities offered to the public pursuant to a registration statement filed under the Securities
Act; (c) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets, or other reorganization whereby the Company owns not less than 51% of the voting power of such
corporation; (d) up to an aggregate of 13,850,000 shares of 







 
Common Stock (or related options) issued or issuable at any time to officers, directors, employees or consultants of the Company, pursuant to any stock grant, stock option plan or stock purchase
plan or other stock incentive agreement or arrangement approved by the Board of Directors (which figure shall include any options outstanding on the date hereof); (e) securities issued in connection with equipment lease or working capital debt
financings, so long as the number of securities so issued does not exceed one percent of the then outstanding capital stock of the Company; (f) convertible securities issued in connection with business or partnership relationships with third
parties designed to incentivize such third parties; (g) shares of Common Stock or Preferred Stock issued in connection with any stock split, stock dividend or recapitalization of the Company; and (h) shares of the Company’s capital
stock issued pursuant to Exchange Agreements (as such term is defined in the Company’s Amended and Restated Certificate of Incorporation). 
  

	 	2.	From and after the date of this Amendment, the Investor Rights Agreement is amended by this Amendment. Except as expressly amended pursuant hereto, the Investor Rights
Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. 

  

	 	3.	This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. 

  

	 	4.	This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 


[SIGNATURE PAGES FOLLOW] 

  
 2 








 The parties have executed this Amendment as of the date first set forth above. 

 

					
	COMPANY:	 	 ELLIE MAE, INC.,
 a Delaware corporation

			
		 	By:	 	 /s/ Sigmund Anderman

		 	Name:	 	Sigmund Anderman
		 	Title:	 	President and Chief Executive Officer


Signature Page to Amendment to Amended and Restated Investor Rights Agreement 







 MAJORITY STOCKHOLDERS: 

 

	
	Alta California Partners II, LP
	By: Alta California Management Partners II, LLC
	
	By: /s/ Hilary Strain
	Name: Hilary Strain
	Title: Member
	Date: 9/13/2010
	
	Alta Embarcadero Partners II, LLC
	
	By: /s/ Hilary Strain
	Name: Hilary Strain
	Title: Power of Attorney
	Date: 9/13/2010









 
	
	 AMA98 Corporate, L.P.

AMA98 Investors, L.P.
 AMA98 Partners,
L.P.
 AMA98 Ventures, L.P.

	
	By: /s/ Tony DiBona
	
	Title: Managing Member of Aalloy Ventures 1999 LLC
	Date: 8/30/2010









 
	
	Charter Legacy, LLC
	
	By: /s/ Elizabeth Hammack
	Name: Elizabeth Hammack
	Title: Manger of Charter Legacy, LLC
	Date: 9/16/2010









 
	
	Corelogic, Inc.
	
	By: /s/ Jerry Hoerauf
	Name: Jerry Hoerauf
	Title: EVP Corporate Development
	Date: 9/13/2010









 
	
	Dobkin Family Foundation
	
	By: /s/ Eric Dobkin
	Name: Eric Dobkin
	Title: Trustee
	Date: 8/26/2010
	
	Eric S. Dobkin
	
	By: /s/ Eric Dobkin
	Name: Eric Dobkin
	
	Date: 8/26/2010









 
	
	Frank J. and Paula C. Schultz 1989 Revocable Trust
	
	By: /s/ Frank J. Schultz
	
	Title: Trustee
	Date: 9/14/2010
	
	Charles Schwab & Co., Inc. fbo Frank Schultz IRA
	
	By: /s/ Frank J. Schultz
	
	Date: 9/14/2010
	
	Charles Schwab & Co., Inc. fbo Frank Schultz Roth IRA
	
	By: /s/ Frank J. Schultz
	
	Date: 9/14/2010









 
	
	The Pidwell Family Living Trust dated 6/25/87
	
	By: /s/ David W. Pidwell
	Name: David W. Pidwell
	Title: Trustee
	Date: 9/13/2010









 
	
	Daniel I. Rubin
	
	By: /s/ Daniel I. Rubin
	
	Date: 8/30/2010