EX-4.3.2

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.

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.

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”).

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. Thomas Ball and Philip Siegel;

(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 G. Cotter Cunningham;

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

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

(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 Brian Sharples 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 Karim Faris.

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.

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


COMPANY:

WHALESHARK MEDIA, INC.

By:		/s/ G. Cotter Cunningham
		G. Cotter Cunningham,
		President and Chief Executive Officer


INVESTORS:

AUSTIN VENTURES IX, L.P.

By:		AV Partners IX, L.P.,
		its general partner

By:		AV Partners IX, LLC,
		its general partner

By:		/s/ Philip Siegel
		Member

AUSTIN VENTURES X, L.P.

By:		AV Partners X, L.P.,
		its general partner

By:		AV Partners X, LLC,
		its general partner

By:		/s/ Philip Siegel
		Member

Address: 300 West 6^th Street, Suite 2300
Austin, Texas 78701-3902
Attn:		C. Thomas Ball


Norwest Venture Partners XI, LP
By:		Genesis VC Partners XI, LLC, General Partner

By:		NVP Associates, LLC,
		Managing Member

By:		/s/ Jeff Crowe
		Jeff Crowe

Norwest Venture Partners VII-A, LP
By:		Itasca VC Partners VII-A, LLC, General Partner

By:		NVP Associates, LLC,
		Managing Member

By:		/s/ Kurt Betcher
		Kurt Betcher

Norwest Venture Partners VI-A, LP
By:		Itasca VC Partners VI-A, LLC, General Partner

By:		NVP Associates, LLC,
		Managing Member

By:		/s/ Kurt Betcher
		Kurt Betcher

Address: 525 University Ave., Suite 800
Palo Alto, CA 94301-1922
Attn:		Kurt Betcher, CFO

With a copy to:

Norwest Venture Partners XI, LP
525 University Ave., Suite 800
Palo Alto, CA 94301-1922
Attn:		John M. Geschke, General Counsel


ADAMS STREET 2010 DIRECT FUND, L.P.
By:		ASP 2010 Direct Management, LLC, its General Partner
By:		Adams Street Partners, LLC, its Managing Member

By:		/s/ Robin Murray
		Partner

ADAMS STREET 2009 DIRECT FUND, L.P.
By:		ASP 2009 Direct Management, LLC, its General Partner
By:		Adams Street Partners, LLC, its Managing Member

By:		/s/ Robin Murray
		Partner

ADAMS STREET 2008 DIRECT FUND, L.P.
By:		ASP 2008 Direct Management, LLC, its General Partner
By:		Adams Street Partners, LLC, its Managing Member

By:		/s/ Robin Murray
		Partner

Address: c/o Adams Street Partners, LLC
One North Wacker Drive, Suite 2200
Chicago, IL 60606-2823
Attn:		Sejal Shah


GOOGLE VENTURES 2011, L.P.

By:		Google Ventures 2011 GP, L.L.C.,
		its general partner

By:		/s/ William J. Maris
Name:		William J. Maris
Title:		Member


With a copy to:
	Google Ventures 2011, L.P.
	Attn:	General Counsel, Google Ventures
	Email:	gv-notice@google.com


Duncan Jennings


Max Jennings


Richard Foister


Antonio Argiolas


Daniel Bower


John-Paul Jones


INSTITUTIONAL VENTURE PARTNERS XIII L.P.

By:		Institutional Venture Management XIII LLC
Its:		General Partner

By:		/s/ Jules Maltz
Name:
Title:

JP MORGAN DIGITAL GROWTH FUND L.P.

By:		J.P. Morgan Investment Management Inc.
Its:		Investment Advisor

By:		/s/ Robert Cousin
Name:		Robert Cousin
Title:		Managing Director


MOUVEO, a French société à responsibilité limitée, registered with the Trade and Companies Registry of Vannes under number 539 803 775

By:		/s/ Olivier David
Name:		Olivier David
Title:		Gérant

INVENTUZ, a French société à responsibilité limitée, registered with the Trade and Companies Registry of Vannes under number 539 805 572

By:		/s/ Francois Larvor
Name:		Francois Larvor
Title:		Gérant


Address:		1600 Amphitheatre Parkway
		Mountain View, CA 94043
		Attn: Karim Faris


				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 Act 2001 by being signed by the following officer:


				Guy Phillip King being the sole director and company secretary

				Executed by Clark/Kirk Holdings Pty Ltd ACN 147 455 767 in its capacity as trustee for the Clark/Kirk Holdings Trust, in accordance with S. 127 of the Corporations Act 2001 by being signed by the following officer:


				Bevan Heath Clark being the sole director and company secretary



Address:		301 Congress Avenue, Suite 700
		Austin, Texas 78701