<PAGE>
EXHIBIT 4.3
AVANTGO, INC.
THIRD AMENDED AND RESTATED VOTING AGREEMENT
-------------------------------------------
This Third Amended and Restated Voting Agreement (the "Agreement") is made
---------
as of the 8th day of March, 2000, by and among AvantGo, Inc., a Delaware
corporation (the "Company"), Felix Lin, Linus Upson and Rafael Weinstein (the
-------
"Founders"), and the holders of shares of Preferred Stock listed on Exhibit A
-------- ---------
(collectively, the "Investors" and individually, an "Investor").
--------- --------
RECITALS
--------
A. The Company and certain investors (the "Prior Investors") entered
----------------
into that certain Second Amended and Restated Voting Agreement dated June 4,
1999 (the "Prior Agreement"), which agreement may be amended with the written
---------------
consent of the Company, the holders of a majority of the Company's Series A
Preferred Stock, the holders of a majority of the Company's Series B Preferred
Stock, holders of a majority of the Company's Series C Preferred Stock, and the
holders of a majority of the shares held by the Founders (the "Founders'
---------
Shares").
------
B. The Company and certain Investors (the "New Investors") have entered
-------------
into a Series D Preferred Stock Purchase Agreement (the "Purchase Agreement") of
------------------
even date herewith pursuant to which the Company desires to sell to the New
Investors and the New Investors desire to purchase from the Company shares of
the Company's Series D Preferred Stock. A condition to the New Investors'
obligations under the Purchase Agreement is that the Company, the Founders and
the Prior Investors amend and restate the Prior Agreement as provided herein for
the purpose of setting forth the terms and conditions pursuant to which the
Investors and the Founders shall vote their shares of the Company's voting stock
in favor of certain designees to the Company's Board of Directors. The Company,
the Prior Investors and the Founders each desire to facilitate the voting
arrangements set forth in this Agreement, and the sale and purchase of shares of
Series D Preferred Stock pursuant to the Purchase Agreement, by amending and
restating the Prior Agreement as set forth herein.
AGREEMENT
---------
The parties hereby agree as follows:
1. Board Representation. During the term of this Agreement, to the extent
--------------------
they are entitled under the Company's Fifth Amended and Restated Certificate of
Incorporation (the "Restated Certificate") to vote on a particular matter, the
--------------------
Founders and the Investors agree to vote all of the shares of the Company's
voting securities now or hereafter owned by them, whether beneficially or
otherwise (the "Shares"), by written consent, or at any annual or special
------
meeting called for the purpose of electing directors, so as to cause the total
number of authorized directors of the Company to be not more or less than nine
(9) and to elect members of the Board of Directors as more fully set forth
below.
(a) The Founders and the Investors agree to vote the Shares to elect
two (2) designees of the Founders (the "Founder Directors"), which designees
-----------------
shall be determined by the vote or written consent of a majority of the
Founders' Shares, and which designees shall initially be Felix Lin and Linus
Upson;
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commision.
1
<PAGE>
(b) The Founders and the Investors agree to vote the Shares to elect
the Chief Executive Officer of the Company as one (1) member of the Company's
Board of Directors, who initially shall be Richard Owen;
(c) The Founders and the Investors agree to vote the Shares to elect
one (1) designee (the "Series A Director") of 21st Century Internet Fund, L.P.
-----------------
("21st Century"), which designee shall initially be Peter H. Ziebelman;
------------
(d) The Founders and the Investors agree to vote the Shares to elect
one (1) designee (the "Series B Director") of Adobe Ventures II, L.P. ("Adobe"),
----------------- -----
which designee shall initially be Christopher B. Hollenbeck;
(e) The Founders and the Investors agree that (i) for so long as
Sleepy Hollow Investment Partnership, L.P. ("Sleepy Hollow") owns not less than
-------------
200,000 shares of the Company's Series C Preferred Stock, each shall vote the
Shares to elect one (1) designee of Sleepy Hollow, which designee shall
initially be Gregory Waldorf, and (ii) in the event Sleepy Hollow owns less than
200,000 shares of the Company's Series C Preferred Stock, each shall vote the
Shares to elect (1) designee of the majority of the holders of the Series C
Preferred Stock then outstanding (in either case, the "Series C Director"); and
-----------------
(f) The Founders and the Investors agree to vote the Shares to elect
three (3) designees of the majority of the directors (the "Outside Directors"),
-----------------
which Outside Directors shall initially be Robert Lesko, with the remaining
vacancies to be filled as soon as reasonably practical.
(g) This Agreement shall be limited to voting for the election of
directors of the Company and shall not extend to voting upon questions and
matters (other than the election of directors) upon which stockholders of the
Company have a right to vote under the Restated Certificate or Bylaws of the
Company or under the laws of the State of Delaware.
2. Legends. Each certificate representing Founders' or Investor's Shares
-------
shall be endorsed by the Company with a legend reading as follows:
"THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG
THE COMPANY, THE FOUNDERS AND THE INVESTORS (A COPY OF WHICH MAY BE
OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES
THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL
BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT."
3. Termination.
-----------
(a) This Agreement shall terminate upon the earliest to occur of (i)
the consummation of the Company's initial public offering on a firm underwriting
basis of any of its securities, and (ii) ten (10) years from the date hereof. At
any time after the termination of this Agreement, any holder of a stock
certificate legended pursuant to Section 2 may surrender such certificate to the
Company for removal of the legend, and the Company will duly reissue a
certificate without such legend.
2
<PAGE>
(b) Each of the rights and obligations of (i) 21st Century to appoint
a director pursuant to Section 1(c) hereof; (ii) Adobe to appoint a director
------------
pursuant to Section 1(d) hereof; and (iii) Sleepy Hollow or the holders of the
------------
outstanding Series C Preferred Stock to appoint a director pursuant to Section
-------
1(e) hereof (each, a "Designator" and collectively, the "Designators") shall
----
terminate with respect to a Designator on the date upon which such Designator,
its affiliates, partners, or limited partners no longer collectively owns,
beneficially or of record, a number of shares of Company capital stock (or the
Common Stock issuable upon conversion thereof) which shall represent in the
aggregate not less than five percent (5%) of the outstanding equity securities
of the Company, determined on an as-converted and fully-diluted basis (including
for this purpose all shares of outstanding capital stock of the Company, all
shares of capital stock issuable upon exercise of outstanding warrants and
options to purchase capital stock of the Company, and all shares of capital
stock reserved for issuance pursuant to the Company's 1997 Stock Option Plan).
4. Amendments; Waivers. Any term hereof may be amended or waived with
-------------------
the written consent of (i) the Company; (ii) the holders of at least a majority
of the Series A Preferred Stock of the Company; (iii) the holders of at least a
majority of the Series B Preferred Stock of the Company; (iv) the holders of at
least a majority of the Series C Preferred Stock of the Company, each voting as
separate classes; and (iv) the holders of a majority of the Founders' Shares (or
their respective successors and assigns) provided, however, that Section 1 (g)
hereof may not be amended. Any amendment or waiver effected in accordance with
this Section 4 shall be binding upon the Company, the Investors and any holder
of Founders' Shares, and each of their respective successors and assigns.
Notwithstanding the foregoing, Section 1(e) of this Agreement may only be
------------
amended with the consent of the Company and the holders of at least a majority
Series C Preferred Stock of the Company, voting as a separate class.
5. Notices. Any notice required or permitted by this Agreement shall be
-------
in writing and shall be deemed sufficient on the date of delivery, when
delivered personally or by overnight courier or sent by telegram or fax, or
forty-eight (48) hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, and addressed to the party to be notified
at such party's address as set forth below or on Exhibit A hereto, or as
---------
subsequently modified by written notice.
6. Severability. If one or more provisions of this Agreement are held to
------------
be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (a) such
provision shall be excluded from this Agreement, (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms.
7. Governing Law. This Agreement 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.
8. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
3
<PAGE>
9. Successors and Assigns. The terms and conditions of this Agreement
----------------------
shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
[Signature Page Follows]
4
<PAGE>
The parties have executed this Third Amended and Restated Voting Agreement
as of the date first above written.
COMPANY:
AVANTGO, INC.
By: /s/Richard Owen
------------------------------------
Richard Owen,
Chief Executive Officer
Address: 1700 South Amphlett Boulevard
Suite 300
San Mateo, CA 94402
INVESTOR:
Ford Motor Company
-----------------------------------------
(Name)
By: /s/ Kathryn S. Lamping
-------------------------------------
Name: Kathryn S. Lamping
------------------------------------
Title: Assistant Secretary
Address: 1 American Road
--------------------------------
Dearborn, MI 48126-2798
-----------------------------------------
Fax: [******]
-----------------------------------
INVESTOR:
Imagine Health, Inc
-----------------------------------------
(Name)
By: /s/ William J. Dawson
-------------------------------------
Name: William J. Dawson
-----------------------------------
Title: Vice President
Address: c/o McKesson HBOC, Inc.
--------------------------------
One Post Street, San Francisco, CA 94104
-----------------------------------------
Fax: [******]
-----------------------------------
SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT
****** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
INVESTOR:
American Express Travel Related Services
----------------------------------------
Company, Inc.,
----------------------------------------
(Name)
By: /s/ Pierric Beckert
------------------------------------
Name: Pierric Beckert
----------------------------------
Title: SVP, Interactive Investments
Address: 200 Vesey Street, 31st Floor
-------------------------------
New York, NY 10285-3116
----------------------------------------
Fax: [******]
----------------------------------
INVESTOR:
Pinnacle Ventures
----------------------------------------
(Name)
By: /s/ Christopher J. Schaepe
------------------------------------
Name: Christopher J. Schaepe
----------------------------------
Title: Principal
Address: 373 First Street
-------------------------------
Los Altos, CA 94022
----------------------------------------
Fax: [******]
-----------------------------------
INVESTOR:
Adobe Ventures II, L.P.
----------------------------------------
(Name)
By: /s/ Jackie Berterretche
------------------------------------
Name: Jackie Berterretche
-----------------------------------
Title: Attorney-in-Fact
Address: One Bush Street
-------------------------------
San Francisco, CA 94104
----------------------------------------
Fax: [******]
-----------------------------------
SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT
****** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
INVESTOR:
H&Q AvantGo Investors, L.P.
-------------------------------------------
(Name)
By: H&Q Management Corp.
---------------------------------------
Name: /s/ Jackie Berterretche
-------------------------------------
Title: Attorney-in-Fact
Address: One Bush Street
----------------------------------
San Francisco, CA 94104
-------------------------------------------
Fax: [******]
--------------------------------------
INVESTOR:
Jeffrey T. Webber
-------------------------------------------
(Name)
By: /s/ Jeffrey T. Webber
---------------------------------------
Name: Jeffrey T. Webber
-------------------------------------
Title:
Address: 1717 Embarcadero Road, Suite 2000,
----------------------------------
Palo Alto, CA 94303
-------------------------------------------
Fax:_______________________________________
INVESTOR:
Sleepy Hollow Investment Partnership, L.P.
-------------------------------------------
(Name)
By: Fayez Sarofim Investment Partnership No.
----------------------------------------
5, L.P.
--------------------------------------------
Name: /s/ Raye G. White
-------------------------------------
Title: Executive Vice President of the
Managing General Partner, FSI No. 2
Corporation
Address: P.O. Box 52830
----------------------------------
Houston, TX 77052-2830
-------------------------------------------
Fax: [******]
--------------------------------------
SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT
****** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
INVESTOR:
Joseph F. Brilando
-------------------------------------------
(Name)
By: /s/ Joseph F. Brilando.
---------------------------------------
Name: Joseph F. Brilando
-------------------------------------
Title:
Address: [******]
----------------------------------
[******]
-------------------------------------------
Fax: [******]
--------------------------------------
INVESTOR:
C. Woodrow Rea Jr.
-------------------------------------------
(Name)
By: /s/ C. Woodrow Rea Jr.
---------------------------------------
Name: C. Woodrow Rea Jr.
-------------------------------------
Title:
Address: [******]
----------------------------------
[******]
-------------------------------------------
Fax: [******]
--------------------------------------
INVESTOR:
RBW Investments, LLC
-------------------------------------------
(Name)
By: BW Management, LLC, its General Partner
---------------------------------------
Name: /s/ Joseph F. Brilando
-------------------------------------
Title: Managing Director
Address: 1717 Embarcadero Road, Suite 2000,
----------------------------------
Palo Alto, CA 94303
-------------------------------------------
Fax: (650) 424-8080
--------------------------------------
SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT
****** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
INVESTOR:
The Entrepreneurs' Growth Fund, L.P.
-------------------------------------------
(Name)
By: BW Management II, LLC, its General
---------------------------------------
Partner
-------------------------------------------
Name: /s/ C. Woodrow Rea Jr.
-------------------------------------
Title: Managing Director
Address: 1717 Embarcadero Road, Suite 2000,
----------------------------------
Palo Alto, CA 94303
-------------------------------------------
Fax: [******]
--------------------------------------
INVESTOR:
The Entrepreneurs' Fund II, L.P.
-------------------------------------------
(Name)
By: BW Management II, LLC, its General
---------------------------------------
Partner
-------------------------------------------
Name: /s/ C. Woodrow Rea Jr.
-------------------------------------
Title: Managing Director
Address: 1717 Embarcadero Road, Suite 2000,
----------------------------------
Palo Alto, CA 94303
-------------------------------------------
Fax: [******]
--------------------------------------
INVESTOR:
The Entrepreneurs' Fund, L.P.
-------------------------------------------
(Name)
By: BW Management II, LLC, its General
---------------------------------------
Partner
-------------------------------------------
Name: /s/ Joseph F. Brilando
-------------------------------------
Title: Managing Director
Address: 1717 Embarcadero Road, Suite 2000,
----------------------------------
Palo Alto, CA 94303
-------------------------------------------
Fax: [******]
--------------------------------------
SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT
****** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
INVESTOR:
21st Century Internet Fund
------------------------------------------
(Name)
By: /s/ Peter Zeibelman
---------------------------------------
Name: Peter Zeibelman
------------------------------------
Title:
Address:__________________________________
__________________________________________
Fax:______________________________________
SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT
<PAGE>
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Richard Friedman
--------------------
Name: Richard Friedman
----------------
Title: Vice President
---------------
STONE STREET FUND 2000, L.P.
By: Stone Street 2000, L.L.C., its general
partner
By: /s/ Richard Friedman
--------------------
Name: Richard Friedman
----------------
Title: Vice President
---------------
BRIDGE STREET SPECIAL OPPORTUNITIES FUND
2000, L.P.
By: Bridge Street Special Opportunities
2000, L.L.C., it general partner
By: /s/ Richard Friedman
--------------------
Name: Richard Friedman
----------------
Title: Vice President
---------------
GOLDMAN SACHS INVESTMENTS LIMITED
By: /s/ Jenny Truzzano
------------------
Name: Jenny Truzzano
---------------
Title: Vice President
---------------
SIGNATURE PAGE TO THIRD AMENDED AND RESTATED VOTING AGREEMENT PRIOR
INVESTORS:
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
21ST CENTURY INTERNET FUND, L.P. ADOBE VENTURES II, L.P.
By: 21/st/ Century Internet Management
Partners, LLC By: Adobe Venture Management II, LLC,
Its General Partner
/s/ Peter H. Zeibelman
---------------------------------------------- /s/ Jackie Berterretche
Peter H. Ziebelman, Member -----------------------------------------
Jackie Berterretche, Attorney-in-Fact
-----------------------------------------
SLEEPY HOLLOW INVESTMENT PARTNERSHIP, L.P. H&Q AVANTGO INVESTORS, L.P.
By: Fayez Sarofim Investment Partnership No. 5,
L.P., it's General Partner
By: H&Q Management Corp.,
By: /s/ Alice M. Youngblood Its General Partner
Alice M. Youngblood
Officer of General Partner's
Managing General Partner, FSI /s/ Jackie Berterretche
No. 2 Corporation -----------------------------------------
Jackie Berterretche, Attorney-in-Fact
/s/ Felix Lin /s/ Linus Upson
--------------------------------------------- -----------------------------------------
FELIX LIN LINUS UPSON
/s/ David Moore
---------------------------------------------
DAVID MOORE
</TABLE>
<PAGE>
FOUNDERS:
/s/ Felix Lin
---------------------------------------------
Felix Lin
Address: [******]
[******]
/s/ Linus Upson
---------------
Linus Upson
Address: [******]
[******]
/s/ Rafael Weinstein
--------------------
Rafael Weinstein
Address: [******]
[******]
****** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
