EX-4.7



 Exhibit 4.7 
 AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED 
 INVESTOR RIGHTS
AGREEMENT 
 This Amendment No. 1 to Fourth Amended and Restated Investor Rights Agreement
(this “Amendment”) to that certain Fourth Amended and Restated Investor Rights Agreement (the “IRA”) dated as of November 20, 2013, is entered into as of the 3rd day of July, 2014 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation
(the “Company”) and the investors listed on Exhibit A attached hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”). All capitalized terms used
herein and not otherwise defined shall have the meaning ascribed to such terms in the IRA. 
 RECITALS 

WHEREAS, Section 5.2 of the IRA provides that, except as otherwise expressly provided in the IRA, the IRA may be amended or
modified (or provisions of the IRA waived either generally or in a particular instance and either retrospectively or prospectively) only with the written consent of (a) the Company (with the approval of the Company’s Board of Directors)
and (b) the holders of at least 51% of the votes attributable to the then outstanding shares of Series E Stock, Series D Stock, Series C Stock and Series B Stock, voting together as a single class on an as converted to Common Stock basis (the
“Requisite Holders”); and 
 WHEREAS, the undersigned Investors are the holders of that number of shares
of currently outstanding Series E Stock, Series D Stock, Series C Stock and Series B Stock as set forth on Exhibit A hereto, and therefore constitute the Requisite Holders; and 

WHEREAS, the Company and the Investors desires to amend the IRA in accordance with Section 5.2 thereof as set forth herein.

 NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows: 

AMENDMENT 

1. Amendment of IRA. Section 1.1(o) of the IRA is hereby deleted in its entirety and the following substituted in its place:

 “(o) “Qualified IPO” means (i) a firm commitment underwritten public offering of shares of the
Company’s Common Stock at a price per share to the public of at least $3.825 (adjusted for stock splits, stock dividends, recapitalizations and similar events, including any such events to be effected in connection with such offering) resulting
in aggregate proceeds to the Company (net of the underwriting discounts or commissions and offering expenses) of not less than $50,000,000, or (ii) the closing of a firm commitment underwritten public offering of shares of Common Stock that is
approved by the holders of at least fifty-one percent (51%) of the aggregate issued and outstanding shares of Series B Stock, Series C Stock, Series D Stock and Series E Stock, voting together as a single class on an as-converted to Common
Stock basis.” 







 2. Reference to and Effect on the IRA. 

 

	 	a.	On and after the Effective Date, each reference to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import
shall mean and be a reference to the IRA as amended to date. No reference to this Amendment need be made in any instrument or document at any time referring to the IRA, a reference to the IRA in any such instrument or document shall be deemed to be
a reference to the IRA as amended to date. 

  

	 	b.	Except as expressly amended by this Amendment, all of the terms and conditions of the IRA shall continue in full force and effect. 


 

	 	c.	The execution of this Amendment by the Company and the undersigned shall constitute a duly adopted amendment of the applicable provisions of the IRA in accordance with
Section 5.2 thereof. 

  

	 	d.	This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile
copies hereof may be executed as counterpart originals. 

  

	 	e.	This Amendment shall be governed by, and construed under, the laws of the State of Delaware, without regard to principles of conflict of laws. 


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 EXHIBIT A 

LIST OF INVESTORS 
  

																	
	 Investors:
	  	Series B
Preferred
Stock Held	 	  	Series C
Preferred
Stock Held	 	  	Series D
Preferred
Stock Held	 	  	Series E
Preferred
Stock Held	 
	 OrbiMed Private Investments III, LP
	  	 	12,283,019	  	  	 	3,992,203	  	  	 	8,475,069	  	  	 	5,931,402	  
	 OrbiMed Associates III, LP
	  	 	116,981	  	  	 	38,021	  	  	 	80,715	  	  	 	56,490	  
	 New Enterprise Associates 13, Limited Partnership
	  	 	12,360,000	  	  	 	4,030,224	  	  	 	8,555,784	  	  	 	5,987,892	  
	 NEA Ventures 2009, Limited Partnership
	  	 	40,000	  	  	 	—  	  	  	 	—  	  	  	 	—  	  
	 TPG Biotechnology Partners III, L.P.
	  	 	12,400,000	  	  	 	4,030,224	  	  	 	6,844,627	  	  	 	5,557,814	  
	 Aisling Capital III, LP
	  	 	—  	  	  	 	—  	  	  	 	8,555,784	  	  	 	2,050,391	  
	 Ball & Co fbo Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund
	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	7,841,600	  
	 M Gardiner & Co fbo Fidelity Advisor Series VII: Fidelity Advisor Health Care Fund
	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	1,372,273	  
	 Mag & Co fbo Fidelity Select Portfolios: Medical Equipment and Systems
	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	3,136,640	  
	 Leerink Swann Holdings, LLC
	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	490,099	  
	 Leerink Swann Co-Investment Fund, LLC
	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	490,099