Ex-10.15 Amendment No.2 to the Third Amended and Restated Investor Rights Agreement

EX-10.15 2 b74724ncexv10w15.htm EX-10.15 AMENDMENT NO.2 TO THE THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT exv10w15

EXHIBIT 10.15

NETEZZA CORPORATION

Amendment No. 2 to
Third Amended and Restated Investor Rights Agreement

This Amendment No. 2, dated as of April 30, 2007, amends the Third Amended and Restated Investor Rights Agreement, as amended, 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 and the Stockholders desire to amend the Investor Rights Agreement in anticipation of the initial public offering of the Company’s common stock;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties to this Amendment No. 2 hereby agree as follows:

1. Section 1 of the Investor Rights Agreement is hereby amended by deleting the figure “$4.46 per share” from the definition of “Initial Public Offering” and inserting the figure “$3.50 per share” in substitution therefor.

This Amendment No. 2 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/ Paul J. Ferri
	Name:	Paul J. Ferri
		Managing Member

	MATRIX VI PARALLEL PARTNERSHIP-A, L.P.

	By:	Matrix VI Management Co., L.L.C., its General Partner
	By:	/s/ Paul J. Ferri
	Name:	Paul J. Ferri
		Managing Member

	MATRIX VI PARALLEL PARTNERSHIP-B, L.P.
	By:	Matrix VI Management Co., L.L.C., its General Partner
	By:	/s/ Paul J. Ferri
	Name:	Paul J. Ferri
		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/ Paul J. Ferri
	Name:	Paul J. Ferri
		Authorized Member

Amendment No. 2 to Third Amended and Restated Investor Rights Agreement


	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 Waltham, 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 Waltham, 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 Waltham, MA 02451

Amendment No. 2 to Third Amended and Restated Investor Rights Agreement


	BATTERY VENTURES VI, L.P. By: Battery Partners VI, LLC
	By:	/s/ Scott R. Tobin
		Member Manager

	BATTERY INVESTMENT PARTNERS VI, LLC
	By:	/s/ Scott R. Tobin
		Member Manager

Amendment No. 2 to Third Amended and Restated Investor Rights Agreement


	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/ Douglas M. Leone
		Managing Member

Amendment No. 2 to Third Amended and Restated Investor Rights Agreement


	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


	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

Amendment No. 2 to Third Amended and Restated Investor Rights Agreement