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Exhibit 4.10    
    


GENOPTIX, INC.  


FIRST AMENDMENT TO

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT  


        This FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this  "Amendment") by and among GENOPTIX, INC., a Delaware corporation (the  "Company") and the investors listed on the signature pages hereof (each, an
"Investor", and together,
the "Investors") dated as of May 9, 2005 (the "Investor Rights Agreement") is entered into as of
August 3, 2005 by and among the Company and the Investors. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Investor Rights
Agreement. 


RECITALS  


        WHEREAS, the Company and the Investors have previously entered into the Investor Rights Agreement, pursuant to
which the Investors possess certain registration, right of first refusal, information and other investor rights; 



        WHEREAS, the Company is entering into a Follow-On Series 1-D Preferred Stock Purchase Agreement with the
purchasers named therein (the "Purchasers" and each individually, a "Purchaser") of even date herewith
(the "Follow-On Purchase Agreement"), pursuant to which the Purchasers will purchase up to an aggregate of 12,618,296 shares of the
Company's
Series 1-D Preferred Stock at the Closing (as defined in the Follow-On Purchase Agreement); 


        WHEREAS, in connection with the Follow-On Purchase Agreement, the Company and Investors desire to amend the Investor Rights
Agreement so to include the Purchasers as "Investors" therein and to make the other changes described herein; 


        WHEREAS, the Purchasers desire to become parties to the Investor Rights Agreement as amended by this Amendment; 


        WHEREAS, Section 5.6 of the Investor Rights Agreement provides that the Investor Rights Agreement may be amended with the written
consent of the Company and the holders of a majority of the Registrable Securities (as defined in the Investor Rights Agreement); and 



        WHEREAS, the undersigned Investors are the holders of at least a majority of all of the Registrable Securities. 


AGREEMENT  


        NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein and in the
Investor Rights Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 



        1.    Amendments.    



        (a)   Section 2.11 of the Investor Rights Agreement is hereby deleted and replaced and superseded in its entirety with
the following: 



        "2.11    Amendment of Registration Rights.    Any provision of this
Section 2 may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the
Company and the Holders of at least fifty-five percent (55%) of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this Section 2.11 




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shall
be binding upon each Holder and the Company. By acceptance of any benefits under this Section 2, Holders of Registrable Securities hereby agree to be bound by the provisions hereunder." 




        (b)   Section 2.12 of the Investor Rights Agreement is hereby deleted and replaced and superseded in its entirety with
the following: 



        "2.12    Limitation on Subsequent Registration Rights.    Other than
as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least fifty-five percent (55%) of the
Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari pasu with
or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement." 




        (c)   Section 5.6 of the Investor Rights Agreement is hereby deleted and replaced and superseded in its entirety with
the following: 



        "5.6    Amendment and Waiver.    



        (a)   Except as otherwise expressly provided, this Agreement may be amended or modified only upon the written consent of the
Company and the holders of at least fifty-five percent (55%) of the Registrable Securities. 


        (b)   Except as otherwise expressly provided, the obligations of the Company and the rights of the Holders under this Agreement
may be waived only with the written consent of the holders of at least fifty-five percent (55%) of the Registrable Securities. 



        (c)   For the purposes of determining the number of Holder or Investors entitled to vote or exercise any rights hereunder, the
Company shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company." 




        (d)   Section 5.11 of the Investor Rights Agreement is hereby deleted and replaced and superseded in its entirety with
the following: 



        "5.11    Additional Investors.    Notwithstanding anything to the
contrary contained herein, if the Company shall issue Equity Securities in accordance with Section 4.5(c), (f), (h) or (i) of this Agreement, any purchaser of such Equity
Securities may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an
"Investor," a "Holder" and a party hereunder." 




        (e)   Exhibit A of the Investor Rights Agreement is hereby deleted and replaced and superseded in its entirety with  Exhibit A attached hereto.





        2.    Waiver of Rights of First Refusal.    The rights set forth in Section 4.1 of the Investor Rights
Agreement to purchase shares of Equity Securities (as defined in the Investor Rights Agreement) of the Company are hereby waived, for and on behalf of all Major Investors (as defined in the Investor
Rights Agreement) with respect to the issuance of 12,618,296 shares of Series 1-D Preferred at the Closing pursuant to the Follow-On Purchase Agreement. 


        3.    Counterpart Signature Page.    By executing this Amendment, each of the Purchasers agrees to be bound by the
provisions of the Investor Rights Agreement, as amended by this Amendment, and to be deemed "Investors," "Holders" and parties hereunder and thereunder. 


        4.    Effect of Amendment.    Except as expressly modified by this Amendment, the Investor Rights Agreement shall
remain unmodified and in full force and effect. 


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        5.    Governing Law.    This Amendment shall be governed by and construed in accordance with the laws of the State of
Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within the State of Delaware. 



        6.    Counterparts.    This Amendment may be executed in any number of counterparts and signatures delivered by
facsimile, each of which shall be deemed an original, but all of which together shall constitute one instrument. 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]  


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        IN WITNESS WHEREOF, the parties have executed this FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS
AGREEMENT as of the date set forth above. 



	COMPANY:	INVESTORS:
	
 GENOPTIX, INC.	

CHICAGO GROWTH PARTNERS VIII, L.P.
	

By:	

/s/ TINA S. NOVA
 Tina S. Nova, Ph.D.	

By:

Its:	

Chicago Growth Management VIII, L.P.

General Partner
	 	President, Chief Executive Officer &	By:	Chicago Growth Management, L.L.C.
	 	Co-Founder	Its:	General Partner
	

Address:	

3398 Carmel Mountain Road
	

By:	

/s/ ARDA M. MINOCHERHOMJEE

	 	San Diego, CA 92121
	Title:	Managing Director
	

 	

 	
WILLIAM BLAIR CAPITAL PARTNERS VII QP, L.P.
	

 	

 	

By:	

William Blair Capital Management VII, L.P.
	 	 	Its:	General Partner
	

 	

 	

By:	

William Blair Capital Management VII, L.L.C.
	 	 	Its:	General Partner
	

 	

 	

By:	

/s/ ARDA M. MINOCHERHOMJEE

	 	 	Title:	Managing Director
	

 	

 	
WILLIAM BLAIR CAPITAL PARTNERS VII, L.P.
	

 	

 	

By:	

William Blair Capital Management VII, L.P.
	 	 	Its:	General Partner
	

 	

 	

By:	

William Blair Capital Management VII, L.L.C.
	 	 	Its:	General Partner
	

 	

 	

By:	

/s/ ARDA M. MINOCHERHOMJEE

	 	 	Title:	Managing Director
	

 	

 	
ALLIANCE TECHNOLOGY VENTURES III, L.P.
	

 	

 	

By:	

ATV III Partners, LLC
	 	 	Its:	General Partner
	

 	

 	

By:	

/s/ MICHAEL A. HENOS

	

 	

 	

Name:	

Michael A. Henos

	

 	

 	

Title:	

General Partner





[SIGNATURE PAGE TO FIRST AMENDMENT TO

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 


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	 	 	ATV III AFFILIATES FUND, L.P.
	

 	

 	

 	

By:	

ATV III Partners, LLC
	 	 	 	Its:	General Partner
	

 	

 	

By:	

/s/ MICHAEL A. HENOS

	

 	

 	

Name:	

Michael A. Henos

	

 	

 	

Title:	

General Partner

	

 	

 	
ENTERPRISE PARTNERS V, L.P.
	

 	

 	

 	

By:	

Enterprise Management Partners V, LLC
	 	 	 	Its:	General Partner
	

 	

 	

By:	

/s/ ANDREW E. SENYEI

	

 	

 	

Name:	

Andrew E. Senyei, M.D.

	

 	

 	

Title:	

Managing Director

	

 	

 	
TULLIS-DICKERSON CAPITAL FOCUS II, L.P.
	

 	

 	

 	

By:	

Tullis-Dickerson Partners II, L.L.C.
	 	 	 	Its:	General Partner
	

 	

 	

By:	

/s/ TIMOTHY M. BUONO

	 	 	 	Timothy M. Buono, Principal
	

 	

 	
TD JAVELIN CAPITAL FUND II, L.P.
	

 	

 	

 	

By:	

TD II Regional Partners, Inc.
	 	 	 	Its:	General Partner
	

 	

 	

By:	

/s/ TIMOTHY M. BUONO

	 	 	 	Timothy M. Buono, Vice President
	

 	

 	
TD LIGHTHOUSE CAPITAL FUND, L.P.
	

 	

 	

 	

By:	

TD II Regional Partners, Inc.
	 	 	 	Its:	General Partner
	

 	

 	

By:	

/s/ TIMOTHY M. BUONO

	 	 	 	Timothy M. Buono, Vice President




[SIGNATURE PAGE TO FIRST AMENDMENT TO

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 


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	 	 	EXCELSIOR VENTURE PARTNERS III, LLC
	

 	

 	

By:	

/s/ LEE A. GARDELLA

	

 	

 	

Name:	

Lee A. Gardella

	

 	

 	

Title:	

Vice President

	

 	

 	
LOTUS BIOSCIENCE INVESTMENT HOLDINGS, LTD.
	

 	

 	

By:	

/s/ MONG CHEUK WAI    /s/ WONG KEN LUM

	

 	

 	

Name:	

Mong Cheuk Wai                  Wong Ken Lum

	

 	

 	

Title:	

Directors

	

 	

 	
GC&H INVESTMENTS
	

 	

 	

By:	

/s/ JOHN L. CARDOZA

	

 	

 	

Name:	

John L. Cardoza

	

 	

 	

Title:	

Managing Member

	

 	

 	
PETE HRONIS
	

 	

 	

/s/ PETE HRONIS

	

 	

 	
ALLEN FAMILY TRUST DATED 10/12/81
	

 	

 	

By:	

/s/ DICK ALLEN
 Dick Allen

Trustee
	

 	

 	
THOMAS & NELL WALTZ FAMILY L.P.
	

 	

 	

By:	

/s/ THOMAS A. WALTZ
 Thomas A. Waltz

General Partner




[SIGNATURE PAGE TO FIRST AMENDMENT TO

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 


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	 	 	GREENE FAMILY TRUST
	

 	

 	

By:	

/s/ HOWARD E. GREENE, JR.

	

 	

 	

Name:	

Howard E. Greene, Jr.

	

 	

 	

Title:	

Trustee

	

 	

 	

 	

 
	

 	

 	
ALLISON M. GREGORY
	

 	

 	

/s/ ALLISON M. GREGORY

	

 	

 	

 	

 
	

 	

 	
HARBOUR VENTURES
	

 	

 	

By:	

 
	 	 	 	

	

 	

 	

Name:	

 
	 	 	 	

	

 	

 	

Title:	

 
	 	 	 	

	

 	

 	
COMERICA INCORPORATED
	

 	

 	

By:	

/s/ ANN M. SCHEUER

	

 	

 	

Name:	

Ann M. Scheuer

	

 	

 	

Title:	

Vice President





[SIGNATURE PAGE TO FIRST AMENDMENT TO

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 


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EXHIBIT A    
    
    SCHEDULE OF INVESTORS    
    



	NAME AND ADDRESS
 
	 	SERIES 1-A

PREFERRED
	 	SERIES 1-B

PREFERRED
	 	SERIES 1-C

PREFERRED
	 	SERIES 1-D

PREFERRED

	1.	 	ENTERPRISE PARTNERS V, L.P.
 2223 Avenida de la Playa, Suite 300

La Jolla, California 92037

Attn: Andrew E. Senyei, M.D.	 	3,759,398	 	6,737,746	 	2,796,072	 	3,281,923
	

2.	
 	

ALLIANCE TECHNOLOGY VENTURES III, L.P.
 8995 Westside Parkway, Suite 200

Alpharetta, Georgia 30004

Attn: Michael Henos	
 	

3,684,211	
 	

3,851,743	
 	

2,025,750	
 	

2,377,748
	

3.	
 	

ATV III AFFILIATES FUND, L.P.
 8995 Westside Parkway, Suite 200

Alpharetta, Georgia 30004

Attn: Michael Henos	
 	

75,188	
 	

78,606	
 	

22,531	
 	

26,446
	

4.	
 	

TULLIS-DICKERSON CAPITAL FOCUS II, L.P.
 c/o Tullis-Dickerson & Co., Inc.

Two Greenwich Plaza, Fourth Floor

Greenwich, Connecticut 06830

Attn: Timothy M. Buono	
 	

563,910	
 	

336,886	
 	

239,942	
 	

281,635
	

5.	
 	

TD JAVELIN CAPITAL FUND II, L.P.
 c/o Tullis-Dickerson & Co., Inc.

Two Greenwich Plaza, Fourth Floor

Greenwich, Connecticut 06830

Attn: Timothy M. Buono	
 	

563,910	
 	

561,478	
 	

299,766	
 	

351,854
	

6.	
 	

TD LIGHTHOUSE CAPITAL FUND, L.P.
 c/o Tullis-Dickerson & Co., Inc.

Two Greenwich Plaza, Fourth Floor

Greenwich, Connecticut 06830

Attn: Timothy M. Buono	
 	

563,910	
 	

870,290	
 	

382,021	
 	

448,402
	

7.	
 	

LOTUS BIOSCIENCE INVESTMENT HOLDINGS, LTD.
 9th floor, Central Building

3 Pedder Street, Hong Kong

Attn: Tiffany Hung/Eric Chung	
 	

375,940	
 	

393,033	
 	

203,400	
 	

238,743
	

8.	
 	

EXCELSIOR VENTURE PARTNERS III, LLC
 c/o U.S. Trust of CT

225 High Ridge Road, East Building

Stamford, CT 06905

Attn: David I. Fann	
 	

942,481	
 	

1,403,696	
 	

620,580	
 	

728,413
	

9.	
 	

ALLEN FAMILY TRUST DATED 10/12/81
 4199 Campus Drive, Suite 830

Irvine, CA 92612

Attn: Dick Allen	
 	

24,000	
 	

47,000	
 	

20,000	
 	

23,475
	

10.	
 	

THOMAS AND NELL WALTZ FAMILY LP
 6075 La Jolla Scenic Drive

La Jolla, CA 92037

Attn: Thomas A. Waltz	
 	

37,532	
 	

39,130	
 	

20,278	
 	

23,802




A-1







 


	

11.	
 	

GREENE FAMILY TRUST
 PO Box 8984

Rancho Santa Fe, CA 92067

Attn: Howard E. Greene Jr.	
 	

18,797	
 	

29,741	
 	

27,995	
 	

32,859	
 
	

12.	
 	

GC&H INVESTMENTS LLC
 One Maritime Plaza

San Francisco, CA 94111

Attn: John Cardoza	
 	

75,188	
 	

78,388	
 	

40,622	
 	

47,681	
 
	

13.	
 	

PETE HRONIS
 10417 Hronis Avenue

Delano, CA 93215	
 	

16,918	
 	

25,196	
 	

11,140	
 	

13,076	
 
	

14.	
 	

COMERICA INCORPORATED
 Attn: Warrant Administrator

500 Woodward Avenue, 32nd Floor, MC 3379

Detroit, MI 48226	
 	

12,000	
(1)	

16,798	
(2)	

0	
 	

276,025	
(3)
	

15.	
 	

ALLISON M. GREGORY
 17549 Oak Meadow Lane

Lake Oswego, Oregon 97034	
 	

0	
 	

12,262	
 	

3,244	
 	

3,808	
 
	

16.	
 	

HARBOUR VENTURES
 7946 Sitio Nispero

Carlsbad, California 92009

Attn: David Blackburn	
 	

0	
 	

11,199	
 	

5,599	
 	

6,572	
 
	

17.	
 	

CHICAGO GROWTH PARTNERS VIII, L.P.
 303 West Madison Street, Suite 2500

Chicago, IL 60606

Attn: Arda Minocherhomjee	
 	

0	
 	

0	
 	

0	
 	

6,309,148	
 
	

18.	
 	

WILLIAM BLAIR CAPITAL PARTNERS VII QP, L.P.
 303 West Madison Street, Suite 2500

Chicago, IL 60606

Attn: Arda Minocherhomjee	
 	

0	
 	

0	
 	

0	
 	

6,075,018	
 
	

19.	
 	

WILLIAM BLAIR CAPITAL PARTNERS VII, L.P.
 303 West Madison Street, Suite 2500

Chicago, IL 60606

Attn: Arda Minocherhomjee	
 	

0	
 	

0	
 	

0	
 	

234,130	
 
	

TOTALS:	
 	

10,701,383	
 	

14,476,394	
 	

6,718,940	
 	

20,504,733	
 






	(1)
	Represents
shares issuable upon exercise of that certain Warrant dated November 26, 2002, originally issued to purchase 12,000 shares of Series B Preferred Stock that
was amended in connection with the Series B-2 Preferred Stock financing to become a warrant to purchase 12,000 shares of Series B-1 Preferred, and further amended
in connection with the Series 1-C Preferred financing to become a warrant to purchase 12,000 shares of Series 1-A Preferred. Such shares are not included in the
"Totals" set forth below.



	(2)
	Represents
shares issuable upon exercise of that certain Warrant dated November 26, 2002 to purchase 16,798 shares of Series B-2 Preferred that was amended
in connection with the Series 1-C Preferred financing to become a warrant exercisable for 16,798 shares of Series 1-B Preferred. Such shares are not included in
the "Totals" set forth below.



	(3)
	Represents
shares issuable upon exercise of that certain Warrant to purchase 276,025 shares of Series 1-D Preferred issued to Comerica Bank in connection with the
Debt Financing. Such shares are not included in the "Totals" set forth below. 


A-2











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Exhibit 4.10



EXHIBIT A SCHEDULE OF INVESTORS