EX-10.12 Amendment No. 1 to the Third Amended and Restated Investor Rights Agreement

EX-10.12 10 b64586s1exv10w12.txt EX-10.12 AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT EXHIBIT 10.12 NETEZZA CORPORATION Amendment No. 1 to Third Amended and Restated Investor Rights Agreement This Amendment No. 1, dated as of June 14, 2005, amends the Third Amended and Restated Investor Rights Agreement dated as of December 22, 2004 among Netezza Corporation, a Delaware corporation (the "Company'), the Founders and the Purchasers (the "Investor Rights Agreement"). Capitalized terms not defined herein shall have the meanings ascribed to them in the Investor Rights Agreement. WHEREAS, the Company is issuing Warrants to Purchase Stock to each of Silicon Valley Bank and Gold Hill Venture Lending 03, L.P.; and WHEREAS, such Warrants to Purchase Stock provide for the grant by the Company to Silicon Valley Bank and Gold Hill Lending 03, L.P. of certain registration rights with respect to the shares issuable upon exercise of such Warrants to Purchase Stock; NOW, THEREFORE, in consideration of the execution of the Loan and Security Agreement among the Company, Silicon Valley Bank and Gold Hill Venture Lending 03, L.P. and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties to this Amendment No. 1 hereby agree as follows: 1. Section 1 of the Investor Rights Agreement is hereby amended as follows: (a) In clause (vi) of the definition of "Shares", the term "SVB Shares" is hereby deleted and the term "Warrant Shares" is hereby substituted therefor. (b) In the definition of "Stockholders", the term "Silicon Valley Bank" is hereby deleted and the term "Lenders" is hereby substituted therefor. (c) The defined term "SVB Shares" is hereby deleted and the following defined term is added in substitution therefor. "Warrant Shares" means (i) the shares of Series A Convertible Preferred Stock issuable upon exercise of a Warrant to Purchase Stock dated August 27, 2001 issued by the Company to Silicon Valley Bank, (ii) the shares of Series B Convertible Preferred Stock issuable upon exercise of a Warrant to Purchase Stock dated September 24, 2002 issued by the Company to Silicon Valley Bank, (iii) the shares of Series D Convertible Preferred Stock issuable upon exercise of a Warrant to Purchase Stock dated June 14, 2005 issued by the Company to Silicon Valley Bank and (iv) the shares of Series D Convertible Preferred Stock issuable upon exercise of a Warrant to Purchase Stock dated June 14, 2005 issued by the Company to Gold Hill Venture Lending 03, L.P. (such Warrants to purchase stock are collectively referred to herein as the "Lender Warrants"). (d) The following defined term is hereby added to Section 1: "Lenders" means Silicon Valley Bank and Gold Hill Venture Lending 03, L.P. and their permitted assigns under the Lender Warrants. 2. Section 2.1(a) of the Investor Rights Agreement is hereby amended by (a) deleting the term "Silicon Valley Bank" from the first sentence thereof and inserting the term "Lenders" in substitution therefor and (b) deleting the term "SVB Shares" from the first sentence thereof and inserting the term "Warrant Shares" in substitution therefor. 3. Section 3.1(g) is hereby amended by deleting clause (v) and inserting the following in substitution therefor: "(v) the shares of Preferred Stock issuable upon exercise of the Lender Warrants;" 4. Exhibit A to the Investor Rights Agreement is hereby amended by adding the following name and address thereto: Gold Hill Venture Lending 03, L.P. One Newton Executive Park Suite 306 Newton, MA 02462 This Amendment No. 1 has been executed as of the date first written above. COMPANY: NETEZZA CORPORATION By: /s/ Patrick J. Scannell, Jr. ------------------------------------ Name: Patrick J. Scannell, Jr. Title: Senior Vice President, Chief Financial Officer and Treasurer PURCHASERS: MATRIX PARTNERS VI, L.P. By: Matrix VI Management Co., L.L.C., its General Partner By: /s/ David Skok ------------------------------------ Name: David Skok Managing Member -2- MATRIX VI PARALLEL PARTNERSHIP-A, L.P. By: Matrix VI Management Co., L.L.C., its General Partner By: /s/ David Skok ------------------------------------ Name: David Skok Managing Member MATRIX VI PARALLEL PARTNERSHIP-B, L.P. By: Matrix VI Management Co., L.L.C., its General Partner By: /s/ David Skok ------------------------------------ Name: David Skok Managing Member WESTON & CO. VI LLC, as Nominee By: Matrix Partners Management Services, L.P. Sole Member By: Matrix Partners Management Services GP, LLC, its General Partner By: /s/ David Skok ------------------------------------ Name: David Skok Authorized Member -3- CHARLES RIVER PARTNERSHIP XI, LP By: Charles River XI GP, LP Its General Partner By: Charles River XI GP, LLC Its: General Partner By: /s/ Ted R. Dintersmith -------------------------------- Authorized Manager Address: 1000 Winter Street, Suite 3300 Watham, MA 02451 CHARLES RIVER FRIENDS XI-A, LP By: Charles River XI GP, LLC Its: General Partner By: /s/ Ted R. Dintersmith -------------------------------- Authorized Manager Address: 1000 Winter Street, Suite 3300 Watham, MA 02451 CHARLES RIVER FRIENDS XI-B, LP By: Charles River XI GP, LLC Its: General Partner By: /s/ Ted R. Dintersmith -------------------------------- Authorized Manager Address: 1000 Winter Street, Suite 3300 Watham, MA 02451 BATTERY VENTURES VI, L.P. By: Battery Partners VI, LLC By: /s/ Oliver D. Curme ------------------------------------ Member Manager Oliver D. Curme -4- BATTERY INVESTMENT PARTNERS VI, LLC By: /s/ Oliver D. Curme ------------------------------------ Member Manager Oliver D. Curme Sequoia Capital X Sequoia Technology Partners X Sequoia Capital X Principals Fund By: SC X Management, L.L.C. A Delaware Limited Liability Company General Partner of Each By: /s/ [Illegible] ------------------------------------ Managing Member MERITECH CAPITAL PARTNERS II L.P. By: Meritech Capital Associates II L.L.C. its General Partner By: Meritech Management Associates II L.L.C. a managing member By: /s/ Michael B. Gordon ------------------------------------ Michael B. Gordon, a managing member MERITECH CAPITAL AFFILIATES II L.P. By: Meritech Capital Associates II L.L.C. its General Partner By: Meritech Management Associates II L.L.C. a managing member By: /s/ Michael B. Gordon ------------------------------------ Michael B. Gordon, a managing member -5- MCP ENTREPRENEUR PARTNERS II L.P. By: Meritech Capital Associates II L.L.C. its General Partner By: Meritech Management Associates II L.L.C. a managing member By: /s/ Michael B. Gordon ------------------------------------ Michael B. Gordon, a managing member SILICON VALLEY BANCSHARES By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GOLD HILL VENTURE LENDING 03, L.P. By: /s/ David Fischer ------------------------------------ Name: David Fischer Title: Managing Director -6-