SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the Agreement) is dated as of this 2nd day of July, 2021, by and among Intapp, Inc., a Delaware corporation (the Company), Great Hill Equity Partners IV, L.P. and Great Hill Investors, LLC (collectively, and together with their Permitted Transferees, the GHP Investor), Anderson Investments Pte. Ltd. (together with its Permitted Transferees, the Anderson Investor collectively with the GHP Investor, the Investors and each, individually, an Investor) and the individuals identified on the signature pages hereto as Management Stockholders (each, a Management Stockholder and collectively, the Management Stockholders). The Investors, the Management Stockholders and each other Person that is or may become a party to this Agreement as contemplated hereby are sometimes referred to herein collectively as the Stockholders and individually as a Stockholder).
WHEREAS, the Company, the Management Stockholders and the Investors are party to that certain Amended and Restated Registration Rights Agreement, dated as of April 27, 2017 (as supplemented and amended to date, the Prior Agreement);
WHEREAS, in connection with the initial public offering (the IPO) of the Companys Common Stock (as defined below), the Company desires to consummate the transactions described in the Registration Statement on Form S-1 (Registration No. 333-256812); and
WHEREAS, effective as of the closing of the IPO, the Company and the Investors desire to amend and restate the Prior Agreement in its entirety and enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:
1. Certain Definitions.
As used in this Agreement, the following terms shall have the following respective meanings:
Affiliate means with respect to any Person (as defined below), any Person which, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any partner, officer, director, member or employee of such Person and, with respect to any Person that is a private equity fund, any investment fund now or hereafter existing which is controlled by or under common control with one or more general partners of such Person.
Agreement shall have the meaning set forth in the Preamble.
Anderson Investor shall have the meaning set forth in the Preamble.
Black Out Period shall have the meaning set forth in Section 10.
Commission shall mean the United States Securities and Exchange Commission, or any other federal agency administering the Securities Act and the Exchange Act at the time.