WHALESHARK MEDIA, INC. AMENDMENT TO THIRD AMENDED AND RESTATED VOTING AGREEMENT

Exhibit 4.3.2

WHALESHARK MEDIA, INC.

AMENDMENT TO

THIRD AMENDED AND RESTATED VOTING AGREEMENT

THIS AMENDMENT TO THIRD AMENDED AND RESTATED VOTING AGREEMENT (this “Amendment”), which amends that certain Third Amended and Restated Voting Agreement, dated October 28, 2011 (the “Original Agreement”), by and among WhaleShark Media, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A thereto and the persons and entities listed on Exhibit B thereto (each an “Investor” and collectively, the “Investors”), is made and entered into as of May 10, 2012. Unless otherwise defined herein, capitalized terms shall have the definitions ascribed to them in the Original Agreement.

RECITALS

WHEREAS, Section 5.3 of the Original Agreement provides that the Original Agreement may be amended by a written instrument signed by (a) the Company, (b) Common Stockholders holding a majority of the shares of Common Stock then outstanding and (c) Investors holding (i) a majority of the shares of Preferred Stock then outstanding, voting together as a single class, (ii) a majority of the Series B-3 Preferred Stock then outstanding and (iii) a majority of the Series BB-3 Preferred Stock then outstanding (the “Requisite Stockholders”).

WHEREAS, the Company and the Requisite Stockholders desire to amend the Original Agreement as set forth herein.

AMENDMENT

1. The preamble of the Original Agreement is amended and restated in its entirety as follows:

THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 28, 2011 by and among WhaleShark Media, Inc., a Delaware corporation (the “Company”), those holders of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), or options to acquire Common Stock set forth on Exhibit A attached to this Agreement (together with any other person who becomes a party hereto as a Common Stockholder pursuant to Sections 2.5 or 2.6, individually, a “Common Stockholder,” and collectively, the “Common Stockholders”), and the holders of the Company’s Series B-1 Preferred Stock, par value $0.001 per share (“Series B-1 Preferred Stock”), Series B-2 Preferred Stock, par value $0.001 per share (“Series B-2 Preferred Stock,”), Series B-3 Preferred Stock, par value $0.001 per share (“Series B-3 Preferred Stock”), Series BB-3 Preferred Stock, par value $0.001 per share (“Series BB-3 Preferred Stock”), Series B-4 Preferred Stock, par value $0.001 per share (“Series B-4 Preferred Stock”) and Series B-5 Preferred Stock, par value $0.001 per share (“Series B-5 Preferred Stock,” and together with the Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series BB-3 Preferred Stock and Series B-4 Preferred Stock, collectively “Preferred Stock”) as set forth on Exhibit B attached to this Agreement (together with any other person who becomes a party hereto as an Investor pursuant to Sections 2.5 or 2.6, individually, an “Investor,” collectively, the “Investors,” and together with the Common Stockholders, the “Stockholders”).

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2. Section 2.2(a) of the Original Agreement is amended and restated in its entirety as follows:

(a) Number. From and after the date of this Agreement, each Stockholder shall vote all Stockholder Shares over which such Stockholder has voting control and which such shares have the power to vote for members of the Board of Directors of the Company (the “Board”), and shall take all other necessary or desirable actions within his, her, or its control (whether in his, her, or its capacity as a stockholder, director, or officer of the Company or otherwise), including, without limitation, calling meetings, attending meetings, executing a proxy to vote at any meeting and executing written consents, in order to ensure that the size of the Board shall be set at nine, and to cause the election to the Board of:

(i) Series B-1 Directors. Two representatives designated by Austin Ventures, who initially shall be C. ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇;

(ii) Common Director. One representative designated by the holders of a majority of the outstanding shares of Common Stock, who shall be Chief Executive Officer of the Company, who initially shall be ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇;

(iii) Series B-2 Directors. Two representatives designated by Norwest Venture Partners, who initially shall be ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇;

(iv) Series B-3 Director. One representative designated by Institutional Venture Partners, who initially shall be ▇▇▇▇▇ ▇▇▇▇▇;

(v) Outside Directors. Two representatives designated by mutual agreement of the Series B-1 Directors, Series B-2 Directors and Series B-3 Director, neither of whom shall be an employee of the Company or any of the Investors, one of who initially shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and one of which seats shall initially be vacant; and

(vi) Mutual Director. One representative designated by mutual agreement of a majority of the other directors designated pursuant to this Section 2.2(a), who initially shall be ▇▇▇▇▇ ▇▇▇▇▇.

3. Waiver. Pursuant to Section 5.3 of the Original Agreement, certain subsections of Section 2.2(a) of the Original Agreement impacted by this Amendment may not be amended without the individual consent of Austin Ventures, Norwest Partners and Institutional Venture Partners (collectively the “Consenting Investors”). By executing this Amendment, each of the Consenting Investors hereby consents to this Amendment and the amendments to those sections of the Original Agreement for which the consent of each such Consenting Investor is separately required.

4. Entire Agreement. The Original Agreement, as modified by this Amendment, and the documents referred to herein and therein constitute the entire agreement among the parties in respect of the subject matter hereof and thereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

 

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				Executed by King Holdings (Vic) Pty Ltd ACN 147 435 970 in its capacity as trustee for the King Holdings Trust, in accordance with S. 127 of the Corporations ▇▇▇ ▇▇▇▇ by being signed by the following officer:
				Guy ▇▇▇▇▇▇▇ ▇▇▇▇ being the sole director and company secretary
				Executed by ▇▇▇▇▇/▇▇▇▇ Holdings Pty Ltd ACN ▇▇▇ ▇▇▇ ▇▇▇ in its capacity as trustee for the ▇▇▇▇▇/▇▇▇▇ Holdings Trust, in accordance with S. 127 of the Corporations ▇▇▇ ▇▇▇▇ by being signed by the following officer:
				▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ being the sole director and company secretary

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