Attached files
Exhibit 4.4
IRONPLANET.COM, INC.
AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS RIGHTS
AGREEMENT
AGREEMENT
This Amendment (the Amendment) to the Third Amended and Restated Investors Rights
Agreement dated August 28, 2008 (the Rights Agreement) is made and entered into as of
June 30, 2009 by and among IronPlanet.com, Inc., a Delaware corporation (the Company) and
Empire Southwest, LLC (Empire). All terms not defined herein shall have the meaning
given to them in the Rights Agreement.
RECITALS
A. The Company, Reza Bundy Saadlou (the Founder), and certain holders of the
Companys Preferred Stock (the Existing Preferred Holders) have previously entered into
the Rights Agreement, pursuant to which the Company granted the Founder and the Existing Preferred
Holders certain rights.
B. The Company and Empire are parties to that certain Series C Preferred Stock and Preferred
Stock Warrant Purchase Agreement (Purchase Agreement) dated as of even date herewith,
whereby the Company wishes to sell, and Empire wishes to purchase (i) shares of the Companys
Series C Preferred Stock and (ii) warrants to purchase shares of the Companys Series C Preferred
Stock.
C. A condition to Empires obligations under the Purchase Agreement is that the Company amend
the Rights Agreement in order to provide Empire with (i) certain rights to register shares of the
Companys Common Stock issuable upon conversion of the Series C Preferred Stock held by Empire,
(ii) certain rights to receive or inspect information pertaining to the Company and (iii) a right
of first offer with respect to certain issuances by the Company of its securities.
D. The Company desires to amend the Rights Agreement to add Empire as a party thereto.
F. Pursuant to Section 3.3 of the Rights Agreement, the Rights Agreement may be amended with
only the written consent of the Company for the sole purpose of including additional purchasers of
Series C Preferred Stock as Investors and Holders.
AGREEMENT
The parties hereby agree as follows:
1. Execution of Rights Agreement. The Company acknowledges and agrees that upon
execution of this Amendment, Empire shall become a party to the Rights Agreement and an Investor
and Holder as defined therein and shall be entitled to all rights and subject to all obligations
as a party thereto.
2. Force and Effect. Except as amended and set forth above, the Rights Agreement
shall remain in full force and effect.
3. Miscellaneous.
3.1 Governing Law. This Amendment and all acts and transactions pursuant 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 laws.
3.2 Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
[Signature Pages Follow]
The parties have executed this Amendment as of the date first written above.
COMPANY: | ||||||
IRONPLANET.COM, INC. | ||||||
By: | /s/ Gregory J. Owens | |||||
Name: | Gregory J. Owens | |||||
Title: | President and Chief Executive Officer | |||||
Address: | ||||||
4695 Chabot Drive, #102 | ||||||
Pleasanton CA 94588 | ||||||
Fax: (925) 225-8810 | ||||||
EMPIRE SOUTHWEST, LLC | ||||||
By: | /s/ John Helms | |||||
Name: | John Helms | |||||
Title: | Vice President and Chief Financial Officer | |||||
Address: | ||||||
1725 S. Country Club Drive | ||||||
Mesa, AZ 85210 | ||||||
Fax: (480) 633-4782 |
SIGNATURE PAGE TO AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS
RIGHTS AGREEMENT OF IRONPLANET.COM, INC.
RIGHTS AGREEMENT OF IRONPLANET.COM, INC.