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