Amendment to Second Amended and Restated Investor Rights Agreement



 Exhibit 4.2.1 
 AMENDMENT TO THE SECOND AMENDED AND RESTATED 
 INVESTOR RIGHTS AGREEMENT

 This amendment (this “Amendment”), dated as of July 17, 2011, is made to the Second Amended and Restated
Investor Rights Agreement (the “Agreement”), dated as of March 28, 2008, by and among InvenSense, Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A thereto (each an
“Investor” and collectively the “Investors”) and Steven Nasiri (the “Founder”). The undersigned, constituting more than two-thirds of the Registrable Securities (as defined in the Agreement) outstanding as of the date
hereof, hereby agree as follows: 
 1.      Section 1.5(e) of the Agreement shall be amended
and restated in its entirety as follows: 
 (e)      for purposes of
Section 1.3 and 1.4 only, the following paragraph shall apply: in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter
of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the
Company shall not be required to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company and enter into an
underwriting agreement in customary form with an underwriter or underwriters selected by the Company. If the total amount of securities, including Registrable Securities, requested by Holders to be included in such an offering that is not the
Company’s initial public offering exceeds the amount of securities sold, other than by the Company, that the underwriters determine in good faith is compatible with the success of the offering, then the Company shall be required to include in
the offering only that number of such securities, including Registrable Securities, that the underwriters determine in good faith will not jeopardize the success of the offering and shall be allocated as follows: (i) first, pro rata among all
Holders requesting to include Registrable Securities (excluding Warrant Shares and all Common Stock held by the Founder that does not constitute Registrable Securities by reason of clauses (i) or (ii) in the definition thereof),
(ii) second, to Warrant Shares; and (iii) third to all other Common Stock held by the Founder; but in no event (x) shall the amount of securities of the selling Holders included in the offering be reduced below twenty percent
(20%) of the total amount of securities included in such offering, unless such offering is the Initial Public Offering of the Company’s securities, in which case the Holders may be excluded if the underwriters make the determination
described above, and (y) shall the amount of securities of the Founder included in the offering be reduced to a level that is less than fifty percent (50%) of the amount of securities the Founder would have been entitled to included in the
offering if all of the Registrable Securities held by the Founder (excluding Warrant Shares) were treated identically to the Registrable Securities of the other Holders for the purpose of the pro








 
rata allocation in (i) above. For purposes of the preceding provision concerning apportionment, pro rata apportionment shall be implemented according to the total amount of securities
entitled to be included therein owned by each selling Holder. Notwithstanding any other prevision herein to the contrary, for such an offering that is the Company’s initial public offering, then the Company shall be required to include in the
offering only that number of Registrable Securities that the Company and the underwriters shall determine in their sole discretion, which shall be allocated pro rata in accordance with the total Registrable Securities held by the Holders. For any
selling Holder that is a Holder of Registrable Securities and that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family
members of any such partners, retired partners, members or retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such
“selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such “selling Holder,” as defined in this sentence; 

2.      Terms of Agreement; Conflicting Terms.  Except as expressly modified hereby, all terms,
conditions and provisions of the Agreement shall continue in full force and effect. Notwithstanding the foregoing, in the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this
Amendment shall govern and control. For the avoidance of doubt, all references to the “Agreement” in the Agreement shall refer to the Agreement, as amended by the Amendment. 

3.      Governing Law.  This Amendment is to be construed in accordance with and governed by the
internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the
parties. All disputes and controversies arising out of or in connection with this Amendment shall be subject to resolved exclusively by the federal courts located in the County of Santa Clara, California, and each party hereto agrees to submit to
the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts 

4.      Counterparts.  This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. 

5.      Entire Agreement.  In accordance with Section 3.7 of the Agreement, this Amendment
shall be binding upon each holder of any Registrable Securiteis, each future holder of all such Registrable Securities, the Company and the Founder (as defined in the Agreement). This Amendment and the Agreement constitute the entire and exclusive
agreement between the parties with respect to this subject matter. All previous discussions and agreements with respect to this subject matter are superseded by the Agreement and this Amendment. 

*        *        * 







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement as of
the date first set forth above. 
  

	
	INVENSENSE, INC.
	
	 /s/ Steven Nasiri

	Steven Nasiri
	Chairman and Chief Executive Officer
	
	ARTIMAN VENTURES, L.P.
	
	By: Artiman, LLC
	Its: General Partner
	
	 /s/ Amit Shah

	Amit Shah, Manager
	
	ARTIMAN VENTURES SIDE FUND, L.P.
	
	By: Artiman, LLC
	Its: General Partner
	
	 /s/ Amit Shah

	Amit Shah, Manager
	
	ARTIMAN VENTURES SIDE FUND II, L.P.
	
	By: Artiman, LLC
	Its: General Partner
	
	 /s/ Amit Shah

	Amit Shah, Manager









	
	PARTECH U.S. PARTNERS IV, LLC
	
	 /s/ Timothy Wilson

	Name: Timothy Wilson
	Title: Attorney-In-Fact
	
	45TH PARALLEL, LLC
	
	 /s/ Timothy Wilson

	Name: Timothy Wilson
	Title: Attorney-In-Fact
	
	PAR SF II, LLC
	
	 /s/ Timothy Wilson

	Name: Timothy Wilson
	Title: Attorney-In-Fact

  

			
	SIERRA VENTURES IX, L.P.
		
	By:	 	 /s/ Ben Yu

	Name:	 	 Ben Yu

	Title:	 	Manager
	on behalf of Sierra Ventures Associates IX, LLC the General Partner of Sierra Ventures IX, L.P.


 

			
	STEVEN NASIRI
		
	By:	 	 /s/ Steven Nasiri

	Name: Steven Nasiri
	
	STEVEN S. NASIRI LIVING TRUST
		
	By:	 	 /s/ Steven Nasiri

	Name: Steven Nasiri
	Title: Trustee









			
	
	QUALCOMM Incorporated
		
	By:	 	 /s/ Magkar Kasmap

	Name: Magkar Kasmap
	Title: VP Ventures