Exhibit
4.2


 


BLADELOGIC, INC.


 


Fourth Amended and Restated Registration Rights Agreement


 


This Fourth
Amended and Restated Registration Rights Agreement (the “Agreement”) is made as
of June 24, 2005 by and among BladeLogic, Inc., a Delaware corporation (the “Company”),
Dev Ittycheria, Vijay Manwani, Steve Kokinos, Vance Loiselle and Thomas Kraus
(the “Founders”), and the investors listed on Exhibit A hereto (the “Series
A Investors”), the investors listed on Exhibit B hereto (the “Series B
Investors”), the investors listed on Exhibit C hereto (the “Series C Investors”)
and the investors listed on Exhibit D hereto (the “Series D Investors” and
together with the Series A Investors Series B Investors, and Series C Investors
the “Investors”). Reference is made to the Registration Rights Agreement (the “Original
Agreement”), dated as of September 6, 2001, by and among the Company, the
Founders and the Series A Investors, which Original Agreement was amended and
restated in its entirety by an Amended and Restated Registration Rights
Agreement, dated May 15, 2002, by and among the Company, the Founders, the
Series A Investors and certain of the Series B Investors (the “Amended
Agreement”), which Amended Agreement was amended and restated in its entirety
by a Second Amended and Restated Registration Rights Agreement, dated December
20, 2002, by and among the Company, the Founders, the Series A Investors and
the Series B Investors (the “Second Amended Agreement”), which Second Amended
Agreement was amended and restated in its entirety by a Third Amended and
Restated Registration Rights Agreement, dated May 25, 2004 by and among the
Company, the Founders, the Series A Investors, the Series B Investors and the
Series C Investors (the “Third Amended Agreement”), which Third Amended
Agreement is hereby amended and restated in its entirety.


 


WHEREAS,
contemporaneously with the execution and delivery of the Original Agreement,
the Company and the Investors entered into a Common Stock and Series A
Preferred Stock Purchase Agreement, dated as of September 6, 2001 (as in effect
from time to time, the “Series A Purchase Agreement”), in connection with the
issuance and sale by the Company to the Investors of (a) certain shares
(the “Investors’ Common Shares”) of the Company’s Common Stock, $0.001 par
value per share (the “Common Stock”), and (b) certain shares of the Company’s
Series A Redeemable Preferred Stock, $0.001 par value per share (the “Series A
Shares”); and


 


WHEREAS,
on May 15, 2002, the Company and certain of the Series B Investors entered into
a Series B Convertible Preferred Stock Purchase Agreement (as in effect from
time to time, the “First Series B Purchase Agreement”), in connection with the
issuance and sale by the Company to such Series B Investors of certain shares
(the “First Series B Shares”) of the Company’s Series B Convertible Preferred
Stock, $.001 par value per share (the “Series B Preferred Stock”); and


 


WHEREAS,
on December 20, 2002, the Company and certain of the Series B Investors entered
into a Series B Convertible Preferred Stock Purchase Agreement (the “Second
Series B Purchase Agreement”), in connection with the issuance and sale by the
Company to such Series 


 


 

















 


B Investors of an aggregate additional shares of
Series B Preferred Stock (the “New Series B Shares” and together with the First
Series B Shares, the “Series B Shares”);


 


WHEREAS,
on May 25, 2004, the Company and the Series C Investors entered into a Series C
Convertible Preferred Stock Purchase Agreement (the “Series C Purchase
Agreement”) in connection with the issuance and sale by the Company to the
Series C Investors of shares (the “Series C Shares”) of the Company’s Series C
Convertible Preferred Stock, $.001 par value per share (the “Series C Preferred
Stock”); and


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the
Company and the Series D Investors have entered into a Series D Convertible
Preferred Stock Purchase Agreement, dated as of the date hereof (the “Series D
Purchase Agreement”), in connection with the issuance and sale by the Company
to the Series D Investors of an aggregate of 2,377,457 shares of Series D
Preferred Stock (the “Series D Shares”); and


 


WHEREAS,
it is a condition to the purchase of the Series D Shares pursuant to the Series
D Purchase Agreement that the Company and the Investors enter into this
Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual covenants
and agreements herein contained, the parties hereto agree as follows:


 


1.                                       Registration
Rights.


 


1.1.                              Definitions.


 


(a)  The terms “Form S-1”, “Form S-3”, “Form S-4”
and “Form S-8” mean such respective forms under the Securities Act of 1933, as
amended (the “1933 Act”) as in effect on the date hereof or any successor
registration forms to Form S-1, Form S-3, Form S-4 and Form S-8, respectively,
under the 1933 Act subsequently adopted by the Securities and Exchange
Commission (the “SEC”).


 


(b)  The term “Holder” means any person owning
Registrable Securities (as defined below) or any assignee thereof in accordance
with Section 1.13 hereof.


 


(c)  The term “Immediate Family” means, with
respect to any natural person, each of such person’s spouse, father, mother,
brothers, sisters, aunts, uncles, nieces, nephews and lineal descendants and
ancestors.


 


(d)  The terms “register”, “registered”, and “registration”
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the 1933 Act, and the
automatic effectiveness or the declaration or ordering of effectiveness of such
registration statement or document.


 


(e)  The term “Registrable Securities” means
(i) the Investors’ Common Shares or any Common Stock issued as a dividend
or other distribution with respect to, in exchange for, or in replacement of
Investors’ Common Shares; (ii) shares of Common Stock issued upon conversion of
the Series B Shares, Series C Shares or Series D Shares, (iii) any Common Stock
issued as a dividend or other distribution with respect to, in exchange for, 


 


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or in replacement of, any shares of Common Stock which
are deemed to be Registrable Securities pursuant to (ii) above, (iv) any
other shares of Common Stock acquired on or after the date hereof by any
Investor which do not otherwise qualify as Registrable Securities under clauses
(i)-(iii) above, and (v) solely for the purpose of Section 1.3 hereof, any
shares of Common Stock held by the Founders (the “Founders’ Common Shares”) or
any Common Stock issued as a dividend or other distribution with respect to, in
exchange for, or in replacement of Founders’ Common Shares; provided, however,
that any shares previously sold pursuant to a registered public offering or
pursuant to an exemption from the registration requirements of the 1933 Act
under which the transferee does not receive “restricted securities” shall cease
to be Registrable Securities.


 


1.2.                              Request
for Registration.


 


(a)  At any time after the earlier of (i) September
6, 2004 or (ii) the date six months after the closing date of the first
registered public offering of equity securities of the Company, if the Company
shall receive a written request from any Holder(s) of at least thirty percent
(30%) of the Registrable Securities then outstanding and entitled to registration
rights under this Section 1 (the “Initiating Holders”) that the Company
effect the registration under the 1933 Act of Registrable Securities, then the
Company shall, within fifteen (15) days of the receipt thereof, give written
notice of such request to all Holders and shall, subject to the limitations of
this Section 1.2, use its best efforts to effect such a registration as
soon as practicable and in any event to file within 90 days of the receipt of
such request a registration statement under the 1933 Act covering all the
Registrable Securities which the Holders shall in writing request (within 20
days of receipt of the notice given by the Company pursuant to this
Section 1.2(a)) to be included in such registration and to use its best
efforts to have such registration statement become effective; provided, however,
that the Company will not be required to effect the registration of Registrable
Securities under this Section 1.2(a) unless the Registrable Securities are
offered at a proposed aggregate offering price of not less than $7,500,000.


 


(b)  If the Initiating Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as part of their request made
pursuant to this Section 1.2 and the Company shall include such
information in the written notice referred to in Section 1.2(a). In such
event, the right of any Holder to include its Registrable Securities in such
registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Registrable Securities in the
underwriting (unless otherwise mutually agreed by two-thirds in interest of the
Initiating Holders and such Holder) to the extent provided herein. All Holders
proposing to distribute their securities through such underwriting shall
(together with the Company as provided in Section 1.4(d)) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company and reasonably acceptable to
two-thirds in interest of the Initiating Holders; provided, however, that if
the underwriter is not reasonably acceptable to two-thirds in interest of the
Initiating Holders, such Initiating Holders may select an underwriter or
underwriters which shall be reasonably acceptable to the Company. Notwithstanding
any other provision of this Section 1.2, if, in the case of a registration
requested pursuant to Section 1.2(a), the underwriter advises the
Initiating Holders in 


 


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writing that marketing factors require a limitation of
the number of shares to be underwritten, then the Initiating Holders shall so
advise the Company and all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and all the securities other than
Registrable Securities sought to be included in the underwriting shall first be
excluded. To the extent that further limitation is required, the number of
Registrable Securities that may be included in the underwriting shall be
allocated pro rata among all Holders thereof desiring to participate in such
underwriting (according to the number of Registrable Securities then held by
each such Holder). No Registrable Securities requested by any Holder to be
included in a registration pursuant to Section 1.2(a) shall be excluded
from the underwriting unless all securities other than Registrable Securities
are first excluded.


 


(c)  The Company is obligated to effect only two
registrations pursuant to Section 1.2(a); provided, however,
that no registration pursuant to Section 1.2(a) shall be deemed to be a
registration for any purpose of this sentence if (i) the number of
Registrable Securities included in the underwriting does not equal or exceed
75% of the number of Registrable Securities proposed by the Holders to be
distributed through such underwriting and (ii) the Holders pay all
expenses of such registration, including those otherwise payable by the Company
in accordance with Section 1.6; and provided, further, that
no registration of Registrable Securities which shall not have become and
remained effective in accordance with Section 1.4 shall be deemed to be a
registration for any purpose of this sentence unless such registration was
withdrawn at the request of the Holders except under the circumstances
described in the second proviso in the penultimate sentence of Section 1.6
hereof.


 


(d)  Notwithstanding the foregoing provisions of
this Section 1.2, in the event that the Company is requested to file any
registration statement pursuant to this Section 1.2, (i) the Company
shall not be obligated to effect the filing of such registration statement:


 


(A)  during the 180 days following the effective
date of any other registration statement pertaining to an underwritten public
offering of securities for the account of the Company or any Holder;


 


(B)  during the 12 months following the effective
date of any other registration statement which the Company has filed pursuant
to a request under Section 1.2(a);


 


(C)  if, in the case of the initial public
offering of the Company’s securities, the Company and the Initiating Holders
are unable to obtain the commitment of the underwriter selected pursuant to
Section 1.2(b) to underwrite the offering on a firm commitment basis; or


 


(D)  for a period of up to 90 days after the date
of a request for registration pursuant to this Section 1.2 if at the time of
such request (1) the Company is engaged, or has fixed plans to engage, within
90 days of the time of such request, in a firm commitment underwritten public
offering of Common Stock in which the holders of Registrable Securities include
Registrable Securities pursuant to 


 


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Section 1.3 or (2) the Company is currently engaged in
a self-tender or exchange offer and the filing of a registration statement
would cause a violation of the Securities Exchange Act of 1934, as amended (the
“1934 Act”);


 


or (ii) if the Company
shall furnish to the Holders requesting such registration statement a
certificate signed by the Chief Executive Officer of the Company stating that,
in the good faith judgment of the Board of Directors, it would not be in the
best interests of the Company and its stockholders generally for such
registration statement to be filed, the Company shall have the right to defer
such filing for a period of not more than 90 days after receipt of the request
of the relevant Initiating Holders; provided, however, that the
Company may not utilize the right set forth in this Section 1.2(d)(ii)
more than once in any twelve-month period.


 


(e)  Each registration requested pursuant to
Section 1.2(a) shall be effected by the filing of a registration statement
on Form S-1 (or if such form is not available, any other form which includes
substantially the same information (other than information which is
incorporated by reference) as would be required to be included in a
registration statement on such form as currently constituted), unless the use
of a different form is consented to by Initiating Holders holding two-thirds of
the Registrable Securities held by all Initiating Holders or unless another
form would be equally effective, as determined by the Initiating Holders at
their sole discretion.


 


1.3.                              Company
Registration. If (but without any obligation to do so) the Company proposes
to register (including for this purpose a registration effected by the Company
for stockholders other than the Holders) any of its capital stock or other
equity securities (or other securities convertible into equity securities)
under the 1933 Act in connection with the public offering of such securities
solely for cash (other than a registration on Form S-8 relating solely to the
sale of securities to participants in a Company stock plan or a registration on
Form S-4), the Company shall, at such time, promptly give each Holder written
notice of such registration. Upon the written request of any Holder given
within 20 days after mailing of such notice by the Company, the Company shall,
subject to the provisions of Section 1.8, use its best efforts to cause a
registration statement covering all of the Registrable Securities that each
such Holder has requested to be registered to become effective under the 1933
Act. The Company shall be under no obligation to complete any offering of its
securities it proposes to make and shall incur no liability to any Holder for
its failure to do so.


 


1.4.                              Obligations
of the Company. Whenever required under this Section 1 to use its best
efforts to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible, prepare and file with the SEC a
registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective, and,
upon the request of the Holders of two-thirds of the Registrable Securities
registered thereunder, keep such registration statement effective for up to 180
days or until such earlier time at which such Holders have informed the Company
in writing that the distribution of their securities has been completed (such
180-day or shorter period, the “Effectiveness Period”). In addition, the
Company shall:


 


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(a)  Prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in
connection with such registration statement, and use its best efforts to cause
each such amendment and supplement to become effective, as may be necessary to
comply with the provisions of the 1933 Act with respect to the disposition of
all securities covered by such registration statement during the Effectiveness
Period.


 


(b)  Furnish to the Holders such number of copies
of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as they may reasonably
request in order to facilitate the disposition of Registrable Securities owned
by them.


 


(c)  Use its best efforts to register or qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such states and jurisdictions as shall be
reasonably requested by the Holders, except that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business, subject itself to taxation or file a general consent to service of
process in any such state or jurisdiction.


 


(d)  In the event of any underwritten public
offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter of such
offering. Each Holder participating in such underwriting shall also enter into
and perform its obligations under such an underwriting agreement, including furnishing
an opinion of counsel or entering into a lock-up agreement reasonably requested
by the managing underwriter in accordance with Section 1.12.


 


(e)  Notify each Holder of Registrable Securities
covered by such registration statement, at any time when a prospectus relating
thereto covered by such registration statement is required to be delivered
under the 1933 Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing and promptly file
such amendments and supplements which may be required pursuant to
Section 1.4(b) on account of such event and use its best efforts to cause
each such amendment and supplement to become effective.


 


(f)  Furnish, at the request of any Holder
requesting registration of Registrable Securities pursuant to this
Section 1, on the date that such Registrable Securities are delivered to
the underwriters for sale in connection with a registration pursuant to this
Section 1, if such securities are being sold through underwriters, or, if
such securities are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes effective, (i)
an opinion or opinions, dated such date, of the counsel representing the
Company for the purposes of such registration, in form and substance as is customarily
given by company counsel to the underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities and (ii) a letter dated such date, from
the independent certified public accountant of the Company, in form and substance
as is


 


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customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to
the underwriters, if any, and to the Holders requesting registration of
Registrable Securities.


 


(g)  Apply for listing and use its best efforts to
list the Registrable Securities being registered on any national securities
exchange on which a class of the Company’s equity securities is listed or, if
the Company does not have a class of equity securities listed on a national
securities exchange, apply for qualification and use its best efforts to
qualify the Registrable Securities being registered for inclusion on the
automated quotation system of the National Association of Securities Dealers,
Inc.


 


(h)  Without in any way limiting the types of
registrations to which this Section 1 shall apply, in the event that the
Company shall effect a “shelf registration” under Rule 415 promulgated under
the 1933 Act, the Company shall take all necessary action, including, without
limitation, the filing of post-effective amendments, to permit the Investors to
include their Registrable Securities in such registration in accordance with
the terms of this Section 1.


 


1.5.                              Furnish
Information. It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section 1 in respect of the
Registrable Securities of any selling Holder that such selling Holder shall
furnish to the Company information regarding itself, the Registrable Securities
held by it, the intended method of disposition of such securities and any other
information that shall be required to effect the registration of its
Registrable Securities.


 


1.6.                              Expenses
of Demand Registration. All expenses other than underwriting discounts and
commissions relating to Registrable Securities incurred in connection with each
registration, filing or qualification pursuant to Section 1.2(a) and each
registration, filing or qualification pursuant to Section 1.11, including
(without limitation) all registration, filing and qualification fees, printing
and accounting fees, fees and disbursements of counsel for the Company, and the
reasonable fees and disbursements of one counsel for the selling Holders, shall
be borne by the Company; provided, however, that the Company
shall not be required to pay for any expenses of any registration begun
pursuant to Section 1.2(a) if the registration request is subsequently
withdrawn at any time at the request of the Holders of two-thirds of the
Registrable Securities to be registered (in which case all participating
Holders shall bear such expenses), unless the Holders of two-thirds of the
Registrable Securities agree to forfeit their right to one demand registration
pursuant to Section 1.2(a); and provided, further, that if
at the time of any withdrawal described in the foregoing clause the Holders
have learned of a material adverse change in the condition, business, or
prospects of the Company (other than a change in market demand for its
securities or in the market price thereof) from that known to the Holders of
two-thirds of the Registrable Securities then outstanding at the time of their
request (or of which the Company advised them in writing within 20 days
thereafter) that makes the proposed offering unreasonable in the good faith
judgment of two-thirds in interest of the Holders of the Registrable
Securities, then the Holders shall not be required to pay any of such expenses
and the right to one demand registration pursuant to Section 1.2(a) shall
not be forfeited. All underwriting discounts and commissions relating to
Registrable Securities included in any 


 


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registration
effected pursuant to Section 1.2(a) or 1.11 will be borne and paid ratably by
the Holders of such Registrable Securities.


 


1.7.                              Expenses
of Company Registration. The Company shall bear and pay all expenses incurred
in connection with any registration, filing or qualification of Registrable
Securities with respect to any registration pursuant to Section 1.3 for
each Holder, including, without limitation, all registration, filing and
qualification fees, printing and accounting fees, fees and disbursements of
counsel for the Company and the reasonable fees and disbursements of one
counsel for the selling Holders. Underwriting discounts and commissions
relating to Registrable Securities included in any registration effected
pursuant to Section 1.3 will be borne and paid ratably by the Holders of such
Registrable Securities.


 


1.8.                              Underwriting
Requirements. In connection with any offering involving an underwriting of
securities being issued by the Company, the Company shall not be required under
Section 1.3 to include any of the Holders’ securities in such underwriting
unless such Holders accept the terms of the underwriting as agreed upon between
the Company and the underwriters selected by it, and then only in such
quantity, if any, as in the opinion of the underwriters, marketing factors
allow. If the managing underwriter for the
offering shall advise the Company in writing that the total amount of
securities, including Registrable Securities, requested by shareholders to be
included in such offering exceeds the amount of securities to be sold other
than by the Company that marketing factors allow, then the Company shall be
required to include in the offering only that number of such securities,
including Registrable Securities, which the managing underwriter believes
marketing factors allow (the securities so included to be reduced as
follows:  (a) all securities which
stockholders other than the Company and the Holders seek to include in the
offering shall be excluded from the offering to the extent limitation on the
number of shares included in the underwriting is required, and (b) if further
limitation on the number of shares to be included in the underwriting is
required, then the number of shares held by Holders that may be included in the
underwriting shall be reduced so that the number of shares included in the
underwriting are pro rata in accordance with the number of shares of
Registrable Securities held by each such Holder), but in no event shall the
amount of securities of the selling Holders included in the offering be reduced
below thirty percent (30%) of the total amount of securities included in such
offering, unless such offering is the initial public offering of the Company’s
securities in which case the selling Holders may be excluded if the managing
underwriter makes the determination described above and no securities other
than those of the Company are included. For purposes of the preceding
parenthetical concerning apportionment, for any selling shareholder which is a
Holder of Registrable Securities and which is a partnership, a limited
liability company or a corporation, the partners, retired partners, members,
retired members and shareholders of such Holder, or the estates and family
members of such partners, retired partners, members and retired members and any
trusts for the benefit of any of the foregoing persons shall collectively be
deemed to be a “selling Holder,” and any pro rata reduction with respect to
such “selling Holder” shall be based upon the aggregate amount of shares
carrying registration rights owned by all entities and individuals included in
such “selling Holder,” as defined in this sentence.


 


1.9.                              Indemnification.
In the event any Registrable Securities are included in a registration
statement under this Section 1:


 


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(a)  To the extent permitted by law, the Company
will indemnify and hold harmless each Holder, the officers, directors,
partners, members, agents and employees of each Holder, any underwriter (as
defined in the 1933 Act) for such Holder and each person, if any, who controls
such Holder or underwriter within the meaning of the 1933 Act or the 1934 Act,
against any losses, claims, damages or liabilities (joint or several) to which
they may become subject under the 1933 Act, the 1934 Act or any other federal
or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (each a “Violation”):  (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading, or (iii) any violation or alleged violation by the
Company of the 1933 Act, the 1934 Act, any state securities law or any rule or
regulation promulgated under the 1933 Act, the 1934 Act or any state securities
law in connection with any matter relating to such registration statement. The
Company will reimburse each such Holder, officer, director, partner, member,
agent, employee, underwriter or controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action. The indemnity
agreement contained in this Section 1.9(a) shall not apply to amounts paid
in settlement of any loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable to a Holder in
any such case for any such loss, claim, damage, liability or action (1) to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by or on behalf of such Holder,
underwriter or controlling person or (2) in the case of a sale directly by a
Holder of Registrable Securities (including a sale of such Registrable
Securities through any underwriter retained by such Holder engaging in a
distribution solely on behalf of such Holder), such untrue statement or alleged
untrue statement or omission or alleged omission was contained in a preliminary
prospectus and corrected in a final or amended prospectus, and such Holder
failed to deliver a copy of the final or amended prospectus at or prior to the
confirmation of the sale of the Registrable Securities to the person asserting
any such loss, claim, damage or liability in any case in which such delivery is
required by the 1933 Act.


 


(b)  To the extent permitted by law, each Holder
which includes any Registrable Securities in any registration statement will
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the registration statement, each person, if any, who
controls the Company within the meaning of the 1933 Act, each employee,
agent,  and any underwriter for the
Company, and any other Holder or other stockholder selling securities in such
registration statement or any of its directors, officers, partners, members,
agents or employees or any person who controls such Holder or such other
stockholder or such underwriter, against any losses, claims, damages, or
liabilities (joint or several) to which the Company or any such director,
officer, controlling person, employee, agent, or underwriter or controlling
person, or other such 


 


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Holder, stockholder, director, officer or controlling
person may become subject, under the 1933 Act, the 1934 Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereto) arise out of or are based upon any Violation, in each case
to the extent (and only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by or on behalf of
such Holder expressly for use in connection with such registration, and each
such Holder will reimburse any legal or other expenses reasonably incurred by
the Company or any such director, officer, controlling person, agent or
underwriter or controlling person, other Holder or other stockholder, officer,
director, partner, member, agent, employee, or controlling person in connection
with investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the liability of any Holder
hereunder shall be limited to the amount of net proceeds (after deduction of
all underwriters’ discounts and commissions paid by such Holder in connection
with the registration in question) received by such Holder, in the offering
giving rise to the Violation; and provided, further, that the
indemnity agreement contained in this Section 1.9(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld or delayed nor, in the case of a sale
directly by the Company of its securities (including a sale of such securities
through any underwriter retained by the Company to engage in a distribution
solely on behalf of the Company), shall the Holder be liable to the Company in
any case in which such untrue statement or alleged untrue statement or omission
or alleged omission was contained in a preliminary prospectus and corrected in
a final or amended prospectus, and the Company failed to deliver a copy of the
final or amended prospectus at or prior to the confirmation of the sale of the
securities to the person asserting any such loss, claim, damage or liability in
any case in which such delivery is required by the 1933 Act. The obligations of
the Holders hereunder are several, not joint.


 


(c)  Promptly after receipt by an indemnified
party under this Section 1.9 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this
Section 1.9, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume and control the
defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party shall have the right to retain its
own counsel, with the fees and expenses to be paid by the indemnifying party,
if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests, as reasonably determined by either party, between such indemnified
party and any other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action, if prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 1.9 to the extent of such
prejudice, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 1.9.


 


10

















 


(d)  If the indemnification provided for in this
Section 1.9 is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, liability, claim, damage or
expense referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss, liability,
claim, damage or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions that resulted
in such loss, liability, claim, damage or expense, as well as any other
relevant equitable considerations. The relative fault of the indemnifying party
and of the indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative
intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission.


 


(e)  Notwithstanding the foregoing, to the extent
that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with the underwritten public
offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.


 


(f)  The obligations of the Company and the
Holders under this Section 1.9 shall survive the conversion, if any, of
the Registrable Securities and the completion of any offering of Registrable
Securities in a registration statement whether under this Section 1 or
otherwise.


 


1.10.                        Reports
Under Securities Exchange Act of 1934.


 


(a)  Resales Under Rule 144; Form S-3
Registration. With a view to making available to the Holders the benefits
of Rule 144 promulgated under the 1933 Act (“Rule 144”) and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities
of the Company to the public without registration, and with a view to making it
possible for Holders to have the resale of the Registrable Securities
registered pursuant to a registration statement on Form S-3, the Company agrees
to:


 


(i)  use its best efforts to make and keep public
information available, as those terms are understood and defined in Rule 144,
at all times after 90 days after the effective date of the first registration
statement filed by the Company for the offering of its securities to the
general public;


 


(ii)  as soon as practicable after the first
registered public offering, take such action, including the voluntary
registration of its Common Stock under Section 12 of the 1934 Act or
compliance with the reporting requirements of Section 15(d) of the 1934 Act, as
is necessary to enable the Holders to utilize Form S-3 for the sale of their
Registrable Securities.


 


11

















 


(iii)  use its best efforts, after the first
registered public offering, to file with the SEC in a timely manner all reports
and other documents required of the Company under the 1933 Act and the 1934
Act; and


 


(iv)  furnish to any Holder, so long as the Holder
owns any Registrable Securities, forthwith upon request (1) a written statement
by the Company as to its compliance with the reporting requirements of Rule 144
(at any time after 90 days after the effective date of the first registration
statement filed by the Company for the offering of the securities to the
general public), the 1933 Act and the 1934 Act (at any time after it has become
subject to such reporting requirements), or as to its qualification as a
registrant whose securities may be resold pursuant to Form S-3 (at any time
after it so qualifies), (2) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (3) such other documents as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.


 


1.11.                        Form
S-3 Registration.


 


(a)  In case the Company shall receive a written
request from any Holder(s) of at least thirty percent (30%) of the Registrable
Securities then outstanding and entitled to registration rights under Section 1
hereof that the Company effect a registration on Form S-3 (or on any successor
form to Form S-3 regardless of its designation) and any related qualification
or compliance with respect to all or a part of the Registrable Securities owned
by such Holder or Holders, the Company will:


 


(i)  promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other
Holders; and


 


(ii)  use its best efforts to effect, as soon as
practicable, such registration (and to keep such registration effective for up
to six months), qualification or compliance as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Holder’s or Holders’ Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder or Holders joining in such request as are specified in a written request
given within 20 days after receipt of such written notice from the Company; provided,
however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 1.11
if:  (1) Form S-3 (or any successor
form to Form S-3 regardless of its designation) is not available for such
offering by the Holders; (2) the aggregate net offering price (after
deduction of underwriting discounts and commissions) of the Registrable
Securities specified in such request is not at least $1,000,000; (3) the
Company has already effected two registrations on Form S-3 or pursuant to
Section 1.2 hereof within the previous twelve-month period; or (4) the
Company shall furnish to the Holders a certificate signed by the president of
the Company stating that, in the good faith judgment of the Board of Directors,
it would not be in the best interests of the Company and its stockholders for
such 


 


12

















 


Form S-3 registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form S-3
registration for a period of not more than 45 days after receipt of the request
of the Holder or Holders under this Section 1.11; provided, however,
that the Company shall not utilize this right more than once in any
twelve-month period.


 


(b)  In the event that the Company consummates the
initial public offering of its securities, then as soon as reasonably possible
following a written request from two-thirds in interest of the Registrable Securities,
and in any event not before 366 days after the effective date of the
registration statement filed in connection with such initial public offering,
the Company shall file a shelf registration statement on Form S-3 (or on any
successor form to Form S-3 regardless of its designation) which would permit or
facilitate the sale and distribution of the Holders’ Registrable Securities,
and the Company shall use best efforts to keep such shelf registration
effective in accordance with applicable regulations.


 


1.12.                        Lock-up
Agreements. If reasonably requested by the Company and the managing
underwriter, each Holder agrees to enter into lock-up agreements (the “Lock-up
Agreements”) pursuant to which he, she or it will not, for a period of no more
than 180 days following the effective date of the first registration statement
for a public offering of the Company’s securities, offer, sell or otherwise
dispose of the Registrable Securities or other equity securities of the Company
other than to its members or partners, as the case may be, except the
Registrable Securities sold pursuant to such registration statement, without
the prior consent of the Company and the underwriter, provided that the
officers, directors and all holders of more than five percent (5%) of the
shares of Common Stock (calculated for the purpose as if all securities
convertible into or exercisable for Common Stock, directly or indirectly, are
so converted or exercised) of the Company enter into Lock-up Agreements for the
same period and on the same terms. The Lock-up Agreements shall provide that
the provisions thereof may be waived with the consent of the Company and the
managing underwriter, provided  that with the exception of the
release of a Holder from the provisions of the Lock-up Agreement for reasons of
financial hardship, which release shall prohibit the disposition of equity
securities of the Company by such Holder in excess of $50,000, any release from
the provisions of the Lock-up Agreement shall be allocated pro rata among all
Holders.


 


1.13.                        Assignment
of Registration Rights. The rights to cause the Company to register
Registrable Securities pursuant to this Section 1 may be assigned by any
Holder to a permitted transferee, and by such transferee to a subsequent
permitted transferee, but only if such rights are transferred (a)(i) to an
affiliate, subsidiary, partner, member or stockholder of such Holder or
transferee or an account managed or advised by the manager or adviser of such
Holder or transferee, (ii) by gift or bequest or through inheritance to, or for
the benefit of, any member or members of such Holder’s Immediate Family or to a
trust for the benefit of any member or members of such Holder’s Immediate
Family, (iv) to a limited partnership or limited liability company, all partners
or members of which are members of such Holder’s Immediate Family or (iii) to a
trust in respect of which such Holder serves as trustee, provided, however,
that the trust instrument governing such trust shall provide that such Holder,
as trustee, shall retain sole and exclusive control over the voting and
disposition of such rights until the termination of this Agreement, or (b) in
connection with the sale or other transfer of not less than an aggregate of 


 


13

















 


100,000
Registrable Securities (as adjusted for stock splits, combinations, stock
dividends and recapitalizations) or some lesser number, if such lesser number
represents all the Registrable Securities then held by such Holder. Any
transferee to whom rights under this Agreement are transferred shall (i) as a
condition to such transfer, deliver to the Company a written instrument by
which such transferee agrees to be bound by the obligations imposed upon
Holders under this Agreement to the same extent as if such transferee were a
Holder under this Agreement and (ii) be deemed to be a Holder hereunder.


 


1.14.                        Limitations
on Subsequent Registration Rights. From and after the date of this
Agreement, the Company shall not, without the prior written consent of the
Holders of two-thirds of the Registrable Securities then outstanding, enter
into any agreement with any holder or prospective holder of any securities of
the Company relating to registration rights unless such agreement includes (a)
to the extent such agreement would allow such holder or prospective holder to
include such securities in any registration filed under Section 1.2, 1.3
or 1.11 hereof, a provision that such holder or prospective holder may include
such securities in any such registration only to the extent that the inclusion
of its securities will not reduce the amount of the Registrable Securities of
the Holders which would otherwise be included and (b) no provision which would
allow such holder or prospective holder to make a demand registration which
could result in such registration statement being declared effective prior to
the earlier of the dates set forth in Section 1.2(a) and (c) a provision
which permits the Holders to include in such registration and in any
underwriting involved therewith, Registrable Securities pro rata with the
sellers of securities in such registration based on the number of equivalent
shares of Common Stock held by each person (where an equivalent share is either
a share of Common Stock held directly or the number of shares of Common Stock
receivable upon conversion or exercise of securities held directly).


 


2.                                       Miscellaneous.


 


2.1.                              Notices.
All notices, requests, consents and demands shall be in writing and shall be
personally delivered (effective upon receipt), mailed, postage prepaid
(effective three business days after dispatch), telecopied or telegraphed
(effective upon receipt of the telecopy in complete, readable form), or sent
via a reputable overnight courier service (effective the following business
day), to the Company at:


 


BladeLogic, Inc.


95 Mt. Bethel Road


Warren, NJ 07059


Attn: Chief Executive Officer


Fax number: 
(908) 842-0400


 


with a copy sent at the same time and by the same
means to:


 


Jeffrey C. Hadden, P.C.


Goodwin Procter LLP


Exchange Place


Boston, Massachusetts 
02109


Fax number: 
(617) 523-1231


 


14

















 


or to each Investor at its address set out on Exhibit
A and Exhibit B hereto, as the case may be, with a copy to:


 


In the case of Bessemer Venture Partners or Battery
Ventures entities:


 


Gregory E. Moore, Esq.


Ropes & Gray


One International Place


Boston, Massachusetts 
02110


Fax number: 
(617) 951-7050


 


In the case of JAFCO America Ventures entities:


 


McDermott, Will & Emery


28 State Street


Boston, Massachusetts 
02108


Fax number: 
(617) 535-3800


 


In the case of MK Capital SBIC, L.P.


 


Peter I. Mason


Stacey E. Komon


Freeborn & Peters LLP


311 South Wacker Drive,
Suite 3000


Chicago, Illinois 60606


Fax number:  (312) 360-6570


 


or such other address as may be furnished in writing
to the other parties hereto.


 


2.2.                              Entire
Agreement. This Agreement and the other Transaction Documents (as defined
in the Purchase Agreement) constitute the entire understanding of the parties
with respect to the subject matter hereof and thereof and supersede any and all
prior understandings and agreements, whether written or oral, with respect to
such subject matter.


 


2.3.                              Amendments,
Waivers and Consents. Any provision in this Agreement to the contrary
notwithstanding but subject to Section 2.11 below, modifications or amendments
to this Agreement may be made, and compliance with any covenant or provision
herein set forth may be omitted or waived, if the Company shall agree thereto
and (a) shall obtain consent thereto in writing from persons holding or
having the right to acquire in the aggregate at least three-fifths of the
aggregate of the Registrable Securities then outstanding and (b) shall, in
each such case, deliver copies of such consent in writing to any Holders who did
not execute the same; provided, however, that no Holder shall,
without its consent, be adversely affected by any such modification, amendment
or waiver in any manner in which the other Holders are not likewise adversely
affected.


 


15

















 


2.4.                              Binding
Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the personal representatives, successors and permitted assigns of
the respective parties hereto. The Company shall not have the right to assign
its obligations hereunder or any interest herein without obtaining the prior
written consent of the Holders holding or having the right to acquire in the
aggregate two-thirds of the aggregate Registrable Securities then outstanding,
provided in accordance with Section 2.3.


 


2.5.                              General.
The headings contained in this Agreement are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement. In
this Agreement the singular includes the plural, the plural includes the
singular, and the masculine gender includes the neuter, masculine and feminine
genders. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts as such laws apply to agreements
between residents of Massachusetts.


 


2.6.                              Severability.
If any provision of this Agreement shall be found by any court of competent
jurisdiction to be invalid or unenforceable, the parties hereby waive such
provision to the extent that it is found to be invalid or unenforceable. Such
provision shall, to the maximum extent allowable by law, be modified by such
court so that it becomes enforceable, and, as modified, shall be enforced as
any other provision hereof, all the other provisions hereof continuing in full
force and effect.


 


2.7.                              Counterparts.
This Agreement may be executed in counterparts, all of which together shall
constitute one and the same agreement.


 


2.8.                              Specific
Performance. The Company recognizes that the rights of the Holders under
this Agreement are unique, and, accordingly, the Holders shall, in addition to
such other remedies as may be available to them at law or in equity, have the
right to enforce their rights hereunder by actions for injunctive relief and
specific performance to the extent permitted by law. This Agreement is not
intended to limit or abridge any rights of the Holders which may exist apart
from this Agreement.


 


2.9.                              Termination
of Registration Rights. The registration of obligations of the Company
under Section 1 will terminate on the earlier of (i) five years after the
closing date of the first registered public offering of the Common Stock of the
Company or (ii) with respect to any holder of Registrable Securities, at such
time as all Registrable Securities of such holder may be sold within a 90 day
period pursuant to Rule 144.


 


2.10.                        Aggregation
of Stock. All shares of Registrable Securities acquired by affiliated
entities or persons of any Investor shall be aggregated together for the
purposes of determining the availability of any rights under this Agreement.


 


16

















 


IN
WITNESS WHEREOF, the Company and the Investors have executed this Agreement as
of the date and year first above written.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  BLADELOGIC,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dev Ittycheria

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dev
  Ittycheria

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOUNDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dev Ittycheria

  	
   

  
	
   

  	
  Dev
  Ittycheria

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Vijay Manwani

  	
   

  
	
   

  	
  Vijay
  Manwani

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Steve
  Kokinos

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Vance Loiselle

  	
   

  
	
   

  	
  Vance
  Loiselle

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Thomas
  Kraus

  
								



 


 

















 


[Registration Rights]


 


 


	
   

  	
  INVESTORS:

  
	
   

  	
   

  
	
   

  	
  BESSEMER
  VENTURE PARTNERS V L.P.

  
	
   

  	
  BESSEC
  VENTURES V L.P.

  
	
   

  	
  BVE
  2001 LLC

  
	
   

  	
  BVE
  2001(Q) LLC

  
	
   

  	
  BIP
  2001 L.P.

  
	
   

  	
   

  
	
   

  	
  By:
  Deer V & Co. LLC, General 

  
	
   

  	
  Partner/Managing
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Edmond Colloton

  	
   

  
	
   

  	
   

  	
  J.
  Edmond Colloton, Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BATTERY
  VENTURES VI, L.P.

  
	
   

  	
  By:
  Battery Partners VI, LLC,

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David Tabors

  	
   

  
	
   

  	
  Name:
  

  	
  David
  Tabors

  
	
   

  	
  Title:

  	
  Member
  Manager

  
	
   

  	
   

  
	
   

  	
  BATTERY
  INVESTMENT PARTNERS VI, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David Tabors

  	
   

  
	
   

  	
  Name:
  

  	
  David
  Tabors

  
	
   

  	
  Title:
  

  	
  Member
  Manager

  
					



 


 

















[Registration Rights]


 


 


	
   

  	
  INVESTORS (continued):

  
	
   

  	
   

  
	
   

  	
  JAFCO AMERICA
  TECHNOLOGY FUND III, L.P.

  
	
   

  	
  JAFCO AMERICA
  TECHNOLOGY CAYMAN FUND III, L.P.

  
	
   

  	
  JAFCO USIT FUND III,
  L.P.

  
	
   

  	
  JAFCO AMERICA TECHNOLOGY
  AFFILIATES FUND III, 

  
	
   

  	
  L.P.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  JAV Management
  Associates III, L.L.C.

  
	
   

  	
  Its: 

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew P. Goldfarb

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Andrew P. Goldfarb

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Member

  
						



 


 

















[Registration Rights]


 


	
   

  	
  ARDENT
  RESEARCH PARTNERS, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Francis
  J. Saldutti

  
	
   

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARDENT
  RESEARCH PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Francis
  J. Saldutti

  
	
   

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MYRIAD
  INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven C. Walske

  	
   

  
	
   

  	
  Steven
  C. Walske

  
	
   

  	
  Managing
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VENTECH,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Gerardo
  Rosenkranz

  
	
   

  	
  Member

  
	
   

  	
   

  
	
   

  	
  BLADE
  PARTNERS

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Jeffrey
  C. Hadden

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  2000
  EXCHANGE PLACE FUND, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Jeffrey
  C. Hadden

  
	
   

  	
  Managing
  Member

  
						



 


 

















 


	
   

  	
  MK Capital SBIC, L.P.,

  
	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  MK Capital Management SBIC, LLC,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a Delaware limited liability company,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MK Capital Company,

  
	
   

  	
   

  	
   

  	
  a Delaware corporation,

  
	
   

  	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Mark Terbeek

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Mark Terbeek

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its: 

  	
  Partner

  	
   

  
								



 


 


	
   

  	
  MK Capital, L.P.,

  
	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MK Capital Management, LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MK Capital Company,

  
	
   

  	
   

  	
   

  	
  a Delaware corporation,

  
	
   

  	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Mark Terbeek

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mark Terbeek

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Partner

  	
   

  
								



 


 

















 


	
   

  	
  The
  Productivity Fund IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  First Analysis Management Company IV, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  Bret R. Maxwell, Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Bret R. Maxwell

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Bret R. Maxwell

  	
   

  
	
   

  	
   

  	
   

  	
  Its:
  

  	
  Managing Member

  	
   

  



 


 


	
   

  	
  The Productivity Fund IV Advisors Fund, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  First Analysis Management Company IV, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Bret R. Maxwell, Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Bret R. Maxwell

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Bret R. Maxwell

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Managing Member

  	
   

  



 


 

















Exhibit A


 


SERIES A INVESTORS


 


	
  Name

  	
   

  
	
   

  	
   

  
	
  Bessemer Venture
  Partners V L.P.

  	
   

  
	
  c/o Bessemer Venture
  Partners

  	
   

  
	
  1865 Palmer Avenue

  	
   

  
	
  Larchmont, New York
  10583

  	
   

  
	
  Attention: J. Edmund Colloton

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Bessec Ventures V L.P.

  	
   

  
	
  c/o Bessemer Venture
  Partners

  	
   

  
	
  1865 Palmer Avenue

  	
   

  
	
  Larchmont, New York
  10583

  	
   

  
	
  Attention: J. Edmund
  Colloton

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BVE 2001 LLC

  	
   

  
	
  c/o Bessemer Venture
  Partners

  	
   

  
	
  1865 Palmer Avenue

  	
   

  
	
  Larchmont, New York
  10583

  	
   

  
	
  Attention: J. Edmund
  Colloton

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BVE 2001(Q) LLC

  	
   

  
	
  c/o Bessemer Venture
  Partners

  	
   

  
	
  1865 Palmer Avenue

  	
   

  
	
  Larchmont, New York
  10583

  	
   

  
	
  Attention: J. Edmund
  Colloton

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BIP 2001 L.P.

  	
   

  
	
  c/o Bessemer Venture
  Partners

  	
   

  
	
  1865 Palmer Avenue

  	
   

  
	
  Larchmont, New York
  10583

  	
   

  
	
  Attention: J. Edmund
  Colloton

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Battery Ventures VI,
  L.P.

  	
   

  
	
  c/o BatteryVentures

  	
   

  
	
  20 William Street,
  Suite 200

  	
   

  
	
  Wellesley, MA 02481

  	
   

  
	
  Attention: David Tabors

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Battery Investment
  Partners VI, LLC

  	
   

  
	
  c/o Battery Ventures

  	
   

  
	
  20 William Street,
  Suite 200

  	
   

  
	
  Wellesley, MA 02481

  	
   

  
	
  Attention: David Tabors

  	
   

  



 


 

















Exhibit B


 


SERIES B INVESTORS


 


	
  Name

  	
   

  
	
   

  	
   

  
	
  Bessemer Venture
  Partners V L.P.

  	
   

  
	
  c/o Bessemer Venture
  Partners

  	
   

  
	
  1865 Palmer Avenue

  	
   

  
	
  Larchmont, New York
  10583

  	
   

  
	
  Attention: J. Edmund Colloton

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Bessec Ventures V L.P.

  	
   

  
	
  c/o Bessemer Venture
  Partners

  	
   

  
	
  1865 Palmer Avenue

  	
   

  
	
  Larchmont, New York
  10583

  	
   

  
	
  Attention: J. Edmund
  Colloton

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BVE 2001 LLC

  	
   

  
	
  c/o Bessemer Venture
  Partners

  	
   

  
	
  1865 Palmer Avenue

  	
   

  
	
  Larchmont, New York
  10583

  	
   

  
	
  Attention: J. Edmund
  Colloton

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BVE 2001(Q) LLC

  	
   

  
	
  c/o Bessemer Venture
  Partners

  	
   

  
	
  1865 Palmer Avenue

  	
   

  
	
  Larchmont, New York
  10583

  	
   

  
	
  Attention: J. Edmund
  Colloton

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BIP 2001 L.P.

  	
   

  
	
  c/o Bessemer Venture
  Partners

  	
   

  
	
  1865 Palmer Avenue

  	
   

  
	
  Larchmont, New York
  10583

  	
   

  
	
  Attention: J. Edmund
  Colloton

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Battery Ventures VI,
  L.P.

  	
   

  
	
  c/o BatteryVentures

  	
   

  
	
  20 William Street,
  Suite 200

  	
   

  
	
  Wellesley, MA 02481

  	
   

  
	
  Attention: David Tabors

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Battery Investment
  Partners VI, LLC

  	
   

  
	
  c/o Battery Ventures

  	
   

  
	
  20 William Street,
  Suite 200

  	
   

  
	
  Wellesley, MA 02481

  	
   

  
	
  Attention: David Tabors

  	
   

  



 


 

















 


	
  Ardent Research
  Partners, L.P.

  
	
  153 E. 53rd
  Street

  
	
  New York, NY
  10022

  
	
  Attention:
  Francis J. Saldutti

  
	
  Ardent Research
  Partners, Ltd.

  
	
  153 E. 53rd
  Street

  
	
  New York, NY
  10022

  
	
  Attention:
  Francis J. Saldutti

  
	
   

  
	
   

  
	
  Myriad
  Investments LLC

  
	
  164 Chestnut
  Hill Road

  
	
  Chestnut Hill,
  MA 02467

  
	
  Attention:
  Jennifer M. Walske

  
	
   

  
	
   

  
	
  Ventech LLC

  
	
  60 Arch Street,
  2nd Floor

  
	
  Greenwich, CT
  06830

  
	
  Attention:
  Gerardo Rosenkranz

  
	
   

  
	
   

  
	
  Blade Partners

  
	
  c/o Goodwin
  Procter LLP

  
	
  Exchange Place

  
	
  Boston, MA 02109

  
	
  Attention:
  Jeffrey C. Hadden, P.C.

  
	
   

  
	
   

  
	
  2000 Exchange
  Place Fund, LLC

  
	
  c/o Goodwin
  Procter LLP

  
	
  Exchange Place

  
	
  Boston, MA 02109

  
	
  Attention:
  Jeffrey C. Hadden, P.C.

  
	
   

  
	
   

  
	
  JAFCO America
  Technology Fund III, L.P.

  
	
  c/o Globespan
  Capital Partners

  
	
  One Boston Place

  
	
  Suite 2810

  
	
  Boston, MA 02108

  
	
  Attention: Ullas
  Naik

  
	
   

  
	
   

  
	
  JAFCO America
  Technology Cayman Fund III, L.P.

  
	
  c/o Globespan
  Capital Partners

  
	
  One Boston Place

  
	
  Suite 2810

  
	
  Boston, MA 02108

  
	
  Attention: Ullas
  Naik

  
	
   

  
	
   

  
	
  JAFCO USIT Fund
  III, L.P.

  
	
  c/o Globespan
  Capital Partners

  
	
  One Boston Place

  
	
  Suite 2810

  
	
  Boston, MA 02108

  
	
  Attention: Ullas
  Naik

  



 


 

















 


	
  JAFCO America
  Technology Affiliates Fund III, L.P.

  
	
  c/o Globespan
  Capital Partners

  
	
  One Boston Place

  
	
  Suite 2810

  
	
  Boston, MA 02108

  
	
  Attention: Ullas
  Naik

  



 


 

















Exhibit C


 


SERIES C INVESTORS


 


MK
Capital SBIC, L.P.


c/o
MK Capital


233
South Wacker Drive


The
Sears Tower


Suite
9700


Chicago,
IL  60606


 


MK
Capital, L.P.


c/o
MK Capital


233
South Wacker Drive


The
Sears Tower


Suite
9700


Chicago,
IL  60606


 


Bessemer
Venture Partners V L.P.


c/o
Bessemer Venture Partners


1865
Palmer Avenue


Larchmont,
NY  10583


Attention:
J. Edmund Colloton


 


Bessec
Ventures V L.P.


c/o
Bessemer Venture Partners


1865
Palmer Avenue


Larchmont,
NY  10583


Attention:  J. Edmund Colloton


 


BVE
2001 LLC


c/o
Bessemer Venture Partners


1865
Palmer Avenue


Larchmont,
NY  10583


Attention:  J. Edmund Colloton


 


BVE
2001(Q) LLC


c/o
Bessemer Venture Partners


1865
Palmer Avenue


Larchmont,
NY  10583


Attention:  J. Edmund Colloton


 


BIP
2001 L.P.


c/o
Bessemer Venture Partners


1865
Palmer Avenue


Larchmont,
NY  10583


Attention:  J. Edmund Colloton


 


Battery
Ventures VI, L.P.


c/o
BatteryVentures


20
William Street, Suite 200


Wellesley,
MA  02481


Attention:  David Tabors


 


Battery
Investment Partners VI, LLC


c/o
Battery Ventures


20
William Street, Suite 200


Wellesley,
MA 02481


Attention:  David Tabors


 


 

















 


JAFCO
America Technology Fund III, L.P.


c/o Globespan Capital
Partners


One
Boston Place


Suite
2810


Boston,
MA 02108


Attention:  Ullas Naik


 


JAFCO
America Technology Cayman Fund III, L.P.


c/o Globespan Capital
Partners


One
Boston Place


Suite
2810


Boston,
MA 02108


Attention:  Ullas Naik


 


JAFCO
USIT Fund III, L.P.


c/o Globespan Capital
Partners


One
Boston Place


Suite
2810


Boston,
MA 02108


Attention:  Ullas Naik


 


JAFCO
America Technology Affiliates Fund III, L.P.


c/o Globespan Capital
Partners


One
Boston Place


Suite
2810


Boston,
MA 02108


Attention:  Ullas Naik


 


The
Productivity Fund IV, L.P.


233
South Wacker Drive


The
Sears Tower, 95th Floor


Suite
9700


Chicago,
IL  60606


 


The Productivity Fund IV Advisors Fund, L.P.


233
South Wacker Drive


The
Sears Tower, 95th Floor


Suite
9700


Chicago,
IL  60606


 


 

















Exhibit D


 


SERIES D INVESTORS


 


	
  Name

  	
   

  
	
  MK Capital SBIC, L.P.

  c/o MK Capital

  233 South Wacker Drive

  The Sears Tower

  Suite 9700

  Chicago, IL  60606

   

  MK Capital, L.P.

  c/o MK Capital

  233 South Wacker Drive

  The Sears Tower

  Suite 9700

  Chicago, IL  60606

   

  Bessemer Venture
  Partners V L.P.

  c/o Bessemer Venture
  Partners

  1865 Palmer Avenue

  Larchmont, NY  10583

  Attention: J. Edmund
  Colloton

   

  Bessec Ventures V L.P.

  c/o Bessemer Venture
  Partners

  1865 Palmer Avenue

  Larchmont, NY  10583

  Attention:  J. Edmund Colloton

   

  BVE 2001 LLC

  c/o Bessemer Venture
  Partners

  1865 Palmer Avenue

  Larchmont, NY  10583

  Attention:  J. Edmund Colloton

   

  BVE 2001(Q) LLC

  c/o Bessemer Venture
  Partners

  1865 Palmer Avenue

  Larchmont, NY  10583

  Attention:  J. Edmund Colloton

   

  BIP 2001 L.P.

  c/o Bessemer Venture
  Partners

  1865 Palmer Avenue

  Larchmont, NY  10583

  Attention:  J. Edmund Colloton

   

  Battery Ventures VI,
  L.P.

  c/o BatteryVentures

  20 William Street,
  Suite 200

  Wellesley, MA  02481

  Attention:  David Tabors

   

  	
   

  



 


 


 

















 


Battery Investment
Partners VI, LLC


c/o Battery Ventures


20 William Street, Suite
200


Wellesley, MA 02481


Attention:  David Tabors


 


JAFCO America Technology
Fund III, L.P.


c/o Globespan Capital
Partners


One Boston Place


Suite 2810


Boston, MA 02108


Attention:  Ullas Naik


 


JAFCO America Technology
Cayman Fund III, L.P.


c/o Globespan Capital
Partners


One Boston Place


Suite 2810


Boston, MA 02108


Attention:  Ullas Naik


 


JAFCO USIT Fund III, L.P.


c/o Globespan Capital
Partners


One Boston Place


Suite 2810


Boston, MA 02108


Attention:  Ullas Naik


 


JAFCO America Technology
Affiliates Fund III, L.P.


c/o Globespan Capital
Partners


One Boston Place


Suite 2810


Boston, MA 02108


Attention:  Ullas Naik


 


The Productivity Fund IV,
L.P.


233 South Wacker Drive


The Sears Tower, 95th
Floor


Suite 9700


Chicago, IL  60606


 


The
Productivity Fund IV Advisors Fund, L.P.


233 South Wacker Drive


The Sears Tower, 95th
Floor


Suite 9700


Chicago, IL  60606