Second Amendment to Amended and Restated Investor's Rights Agreement



 Exhibit 4.5 
 SECOND AMENDMENT TO AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 
 This SECOND AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the
“Amendment”), which amends the Amended and Restated Investors’ Rights Agreement, dated as of March 14, 2007, as further amended on November 12, 2007 (the “Rights Agreement”), by and
among Data Domain, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A thereto, is entered into this 15th day of November, 2007 by and among the Company and holders of a majority of the Registrable Securities (as defined in the Rights Agreement), listed on the signature pages hereto, on behalf of all of the parties to
the Rights Agreement. 
 RECITALS 
 WHEREAS, Section 3.7 of the Rights Agreement provides that any term of the Rights Agreement (other than Sections 2.1, 2.2 and 2.3) may be amended, and the observance of any provision therein waived, with
the written consent of the Company and the holders of a majority of the Registrable Securities (as such term is defined in the Rights Agreement); 
 WHEREAS, Section 1.3 of the Rights Agreement sets forth the terms and conditions regarding the Company’s obligation to register under the Securities Act of 1933, as amended, Registrable Securities in connection with the
Company’s registration and public offering of its securities; 
 WHEREAS, with respect to the Company’s proposed public
offering of its common stock pursuant to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 1, 2007, Registration No. 333-147092, as amended, the Company and the holders of a
majority of the Registrable Securities agree that such public offering should proceed with a different allocation of shares than would be prescribed under such Section 1.3 of the Rights Agreement; and 
 WHEREAS, the Company and holders of a majority of the Registrable Securities (as holders of a majority of the Registrable Securities of the
Company) hereby desire to amend Section 1.3 of the Rights Agreement. 
 NOW, THEREFORE, in consideration of the foregoing
recitals, mutual promises, and all other terms and conditions contained herein, the parties hereto hereby agree as follows: 
 AGREEMENT

 1. Amendment of Section 1.3 of the Rights Agreement. The following clause shall replace Section 1.3(d) of the Rights
Agreement in its entirety: 
 “(d) 2007 Piggyback Registration. Notwithstanding anything to the contrary in this Agreement, in
connection with the public offering of shares of the Company’s common stock pursuant to the Company’s Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission on November 1, 2007, Registration
No. 333-147092, as amended (the “Follow-on Offering”), the allocation of Registrable Securities, together with the common stock held by certain other stockholders of the Company (and their affiliates) to be included in
the Follow-on Offering shall be as follows: 







 (i) With respect to the firm portion of the Follow-on Offering in which the Company will issue and sell
2,800,000 shares of its common stock and certain stockholders of the Company (the “Selling Stockholders”) will offer and sell 3,200,000 shares of the Company’s common stock, the shares to be sold by the Selling
Stockholders shall be allocated as follows: 
  

			
	 Selling Stockholder
	  	Maximum
Number Of Shares
To Be Sold
	 Greylock XI Limited Partnership
	  	889,638
	 Greylock XI Principals LLC
	  	101,603
	 Greylock XI-A Limited Partnership
	  	24,785
	 New Enterprise Associates 10, L.P.
	  	965,385
	 NEA Ventures 2002, L.P.
	  	3,791
	 Sutter Hill Ventures
	  	328,051
	 Ronald D. Bernal and Pamela M. Bernal as Trustees of the Bernal Family Trust U/D/T 11/3/95
	  	14,268
	 Kai Li
	  	126,818
	 Frank Slootman
	  	0
	 Frank Slootman and Brenda L. Slootman, as Community Property
	  	227,780
	 Michael P. Scarpelli
	  	34,452
	 Daniel R. McGee
	  	36,694
	 David Schneider and Barbara Plechner Schneider
	  	51,672
	 Neil Ater
	  	100,000
	 Brian Biles
	  	84,545
	 Tench Coxe and Simone Otus Coxe, Co-Trustees of the Coxe Revocable Trust U/A/D 4/23/98
	  	6,114
	 Wells Fargo Bank, Trustee SHV Profit Sharing Plan FBO Tench Coxe
	  	19,457
	 Rooster Partners, LP
	  	6,602
	 Katya Falakshashi
	  	4,493
	 Patterson Family Trust 2000
	  	45,796
	 David Sangster
	  	22,466
	 Beth White
	  	29,954
	 Ming Benjamin Zhu
	  	75,636
	 Total
	  	3,200,000

  

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 In the event that any of the Selling Stockholders are required to sell less than the number of shares listed in the table
above or are excluded from participating in the Follow-on Offering because they are unable to provide the required documentation to enable participation in the Follow-on Offering or otherwise, the Chief Executive Officer and Chief Financial Officer
of the Company may reallocate such shares to the other Selling Stockholders in their sole discretion such that the total amount sold shall continue to equal 3,200,000 shares. 
 (ii) With respect to the over-allotment portion (the “Over-Allotment Portion”) of the Follow-on Offering in which the Company
will issue and sell 420,000 shares of its common stock and the Selling Stockholders will offer and sell 480,000 shares of the Company’s common stock, the shares to be sold by the Selling Stockholders shall be allocated as follows: 

 

			
	 Selling Stockholder
	  	 Maximum
 Number Of Shares
To Be Sold

	 Greylock XI Limited Partnership
	  	140,022
	 Greylock XI Principals LLC
	  	15,382
	 Greylock XI-A Limited Partnership
	  	3,753
	 New Enterprise Associates 10, L.P.
	  	151,491
	 NEA Ventures 2002, L.P.
	  	574
	 Sutter Hill Ventures
	  	49,666
	 Ronald D. Bernal and Pamela M. Bernal as Trustees of the Bernal Family Trust U/D/T 11/3/95
	  	2,160
	 Kai Li
	  	19,200
	 Frank Slootman
	  	12,265
	 Frank Slootman and Brenda L. Slootman, as Community Property
	  	22,220
	 Michael P. Scarpelli
	  	5,216
	 Daniel R. McGee
	  	5,556
	 David Schneider and Barbara Plechner Schneider
	  	7,823
	 Brian Biles
	  	12,800
	 Tench Coxe and Simone Otus Coxe, Co-Trustees of the Coxe Revocable Trust U/A/D 4/23/98
	  	925
	 Wells Fargo Bank, Trustee SHV Profit Sharing Plan FBO Tench Coxe
	  	2,946
	 Rooster Partners, LP
	  	999
	 Katya Falakshashi
	  	681
	 Patterson Family Trust 2000
	  	6,933
	 David Sangster
	  	3,401
	 Beth White
	  	4,536
	 Ming Benjamin Zhu
	  	11,451
	 Total
	  	480,000

  

 3 








 In the event that any of the Selling Stockholders listed in the table above are required to sell less than the number of
shares listed in the table above or are excluded from participating in the Follow-on Offering because they are unable to provide the required documentation to enable participation in the Follow-on Offering or otherwise, the Chief Executive Officer
and Chief Financial Officer of the Company may reallocate such shares to the other Selling Stockholders in their sole discretion such that the total amount sold shall continue to equal 480,000 shares. 
 (iii) In the event that in connection with the Follow-on Offering, the underwriters do not fully exercise their over-allotment option such that less
than an aggregate of 900,000 shares of the Company’s common stock are sold by the Company and the Selling Stockholders in the Over-Allotment Portion, the shares of Registrable common stock to be sold in the Over-Allotment Portion shall be
reduced on a pro rata basis based upon the allocation of shares to the Company and the selling stockholders set forth in Section 1(c)(ii) above. 
 2. Rights Agreement. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect. In the event of any inconsistency or conflict between this Amendment and the Rights
Agreement, the terms, conditions and provisions of this Amendment shall govern and control. 
 3. Entire Agreement. This Amendment and
the Rights Agreement embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject
matter hereof in any way. 
 4. Governing Law. This Amendment shall be governed by and construed under the laws of the State of
California as applied to agreements among California residents entered into and to be performed entirely within California. 
 5.
Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 
 REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK 
  

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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

			
	DATA DOMAIN, INC.
		
	By:	 	 /s/ Michael P. Scarpelli

		 	Michael P. Scarpelli
		 	Chief Financial Officer
		
	Address:	 	2300 Central Expressway Santa Clara, CA 95050
	
	INVESTORS:
	
	NEW ENTERPRISE ASSOCIATES 10, L.P.
		
	By:	 	NEA Partners 10, L.P.
		 	Its General Partner
		
	By:	 	 /s/ Scott D. Sandell

	Name:	 	Scott D. Sandell
	Title:	 	General Partner
	Address:	 	1119 St. Paul St. Baltimore, MD 21202


 [Signature Page to Amendment to Data Domain, Inc. 
 Amended and Restated Investors’ Rights Agreement] 







 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

			
	INVESTORS:
	
	GREYLOCK XI LIMITED PARTNERSHIP
		
	By:	 	Greylock XI GP Limited Partnership,
		 	its General Partner
		
	By:	 	 /s/ Donald A. Sullivan

		 	Donald A. Sullivan
	Title:	 	Administrative Partner
	Address:	 	880 Winter Street
		 	Waltham, MA 02451
	
	GREYLOCK XI-A LIMITED PARTNERSHIP
		
	By:	 	Greylock XI GP Limited Partnership,
		 	its General Partner
		
	By:	 	 /s/ Donald A. Sullivan

		 	Donald A. Sullivan
	Title:	 	Administrative Partner
	Address:	 	880 Winter Street
		 	Waltham, MA 02451
	
	GREYLOCK XI PRINCIPALS LLC
		
	By:	 	Greylock Management Corporation,
		 	Sole Member
		
	By:	 	 /s/ Donald A. Sullivan

		 	Donald A. Sullivan
	Title:	 	Treasurer
	Address:	 	880 Winter Street
		 	Waltham, MA 02451


 [Signature Page to Amendment to Data Domain, Inc. 
 Amended and Restated Investors’ Rights Agreement]