Amendment to Amended and Restated Investors' Rights Agreement



 Exhibit 4.3 
 AMENDMENT TO 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 This Amendment to Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made as of
December 20, 2012 by and among NanoString Technologies, Inc., a Delaware corporation (the “Company”) and the undersigned Requisite Investors (as defined below). The Amendment amends the terms of the Amended and Restated
Investors’ Rights Agreement dated November 29, 2012 (the “Investors’ Rights Agreement”) by and among the Company, the Investors (as defined Investors’ Rights Agreement) and certain other persons. All capitalized
terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Investors’ Rights Agreement. 
 RECITALS 
 WHEREAS: The Investors’ Rights
Agreement provides, among other things, that if the Company proposes to register the sale of shares of its common stock under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the public offering of
such securities solely for cash, then the Company shall give each Holder written notice of such registration at least 10 days prior to the public filing of such registration statement (the “Notice Requirement”). 

WHEREAS: The Investors’ Rights Agreement provides that any term of the Investors’ Rights Agreement may be amended
or waived with the written consent of (i) the Company and (ii) Investors holding at least 65% of the then outstanding shares of the Preferred Stock (voting together as a single class with each holder of Preferred Stock entitled to one vote
per share of Preferred Stock then held by such holder) (the “Requisite Investors”), subject to certain exceptions. 
 WHEREAS: The Company and the Requisite Investors desire to enter into this Amendment to, among other things, remove the Notice Requirement with respect to any registration statement filed in
connection the initial public offering of the Company’s shares of common stock (the “IPO”). 

AGREEMENT 
 In consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto mutually agree as follows: 

1. Amendment to Section 2.3(a). Section 2.3(a) of the Investors’ Rights Agreement is hereby amended and
restated in its entirety to read as follows: 
 “If (but without any obligation to do so) the Company
proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash
(other than (i) a registration statement relating to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan, (ii) a registration statement relating directly or indirectly to a SEC Rule
145 transaction, (iii) a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, (iv) any registration on any form which does not include
substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, (v) a registration statement filed pursuant to Section 2.2 or Section 2.4, or
(vi) a registration statement relating to the initial public offering of the Company’s shares of common stock), the Company shall give each Holder written notice of such registration at least 10 days prior to the public filing of such
registration statement. Upon the written request of each Holder given within 







 
15 days after mailing of such notice by the Company, the Company shall, subject to the provisions of Section 2.8, cause to be registered under the Securities Act all of the Registrable
Securities that each such Holder has requested to be registered. 
 2. Effect of Amendment. Except as set forth in
this Amendment, the provisions of the Investors’ Rights Agreement shall remain unchanged and shall continue in full force and effect. 
 3. Entire Agreement. This Amendment and the Investors’ Rights Agreement constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and
all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly cancelled. 
 4. Counterparts. This Amendment may be executed in any number of counterparts each of which shall be considered an original and all of which together shall constitute one and the same
instrument. 
 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of
the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of Delaware. 
 [Signature Page Follows] 

  
 2 








 The parties have executed this Amendment to Amended and Restated Investors’ Rights
Agreement as of the date first above written. 
  

			
	 COMPANY:
  

NANOSTRING TECHNOLOGIES, INC.
  

		
	By:	 	/s/ R. Bradley Gray
	Name:	 	R. Bradley Gray
	Title:	 	Chief Executive Officer
		 	


 
			
	Address:	 	 530 Fairview Ave N.

		 	 Suite 2000

		 	 Seattle, WA 98109



  

			
	 INVESTORS:
  

MORGAN STANLEY EXPANSION CAPITAL LP

 

		
	By:	 	/s/ Melissa Daniels
		
	Name:	 	Melissa Daniels
		
	Title:	 	Managing Principal
		 	
		
	Address:	 	 
	
	  



  

			
	 MS EXPANSION CAPITAL CO-INVESTMENT VEHICLE LP
  

		
	By:	 	/s/ Melissa Daniels
		
	Name:	 	Melissa Daniels
		
	Title:	 	Managing Principal
		 	
		
	Address:	 	 
	
	  



 NANOSTRING TECHNOLOGIES, INC. 

AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 







 The parties have executed this Amendment to Amended and Restated Investors’ Rights Agreement as of the
date first above written. 
  

			
	 INVESTOR:
  

AMERICAN GENERAL LIFE AND
 ACCIDENT
INSURANCE COMPANY
  

		
	By:	 	AllianceBernstein L.P.
		
	Its:	 	Authorized agent
		
	By:	 	/s/ Troy Fukumoto
		 	Troy Fukumoto, Vice President
		 	


 
			
		
	Address:	 	 Attention: Troy Fukumoto
 1999 Ave of the Stars, 21st Floor
 Los Angeles, CA 90067

(310) 407-0084



  

			
	 TROY FUKUMOTO

 

	
	/s/ Troy Fukumoto
		
	Address:	 	 1999 Ave of the Stars, 21st Floor
 Los Angeles, CA 90067
 (310)
407-0084



 NANOSTRING TECHNOLOGIES, INC. 

AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 







 The parties have executed this Amendment to Amended and Restated Investors’ Rights
Agreement as of the date first above written. 
  

			
	 INVESTORS:

 



 
			
	 CLARUS LIFESCIENCES II, L.P.

 

	
	 By its General Partner, Clarus Ventures II GP, LP
 By its General Partner, Clarus Ventures II, LLC
  

		
	By:	 	/s/ Nicholas Galakatos
	Name:	 	Nicholas Galakatos
	Title:	 	Managing Director
		 	


 
			
	Address:	 	 101 Main Street Suite 1210
 Cambridge, MA 02142



 NANOSTRING TECHNOLOGIES, INC. 
 AMENDMENT TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 







 The parties have executed this Amendment to Amended and Restated Investors’ Rights Agreement as of the
date first above written. 
  

			
	 INVESTORS:
  

OVP VENTURE PARTNERS VI, L.P.
  

	
	 By: OVMC VI, L.L.C., as General Partner

 

		
	By:	 	/s/ Chad Waite
	Name:	 	Chad Waite
	Title:	 	Managing Member
		 	


 
			
		
	Address:	 	 1010 Market Street
 Kirkland, WA 98033



  

			
	 OVP VI ENTREPRENEURS FUND, L.P.

 

	
	 By: OVMC VI, L.L.C., as General Partner

 

		
	By:	 	/s/ Chad Waite
	Name:	 	Chad Waite
	Title:	 	Managing Member
		 	


 
			
		
	Address:	 	 1010 Market Street
 Kirkland, WA 98033



 NANOSTRING TECHNOLOGIES, INC. 
 AMENDMENT TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 







 The parties have executed this Amendment to Amended and Restated Investors’ Rights
Agreement as of the date first above written. 
  

			
	 INVESTORS:
  

OVP VENTURE PARTNERS VII, L.P.
  

	
	 By: OVMC VII, L.L.C., as General Partner

 

		
	By:	 	/s/ Chad Waite
		
	Name:	 	Chad Waite
	Title:	 	Managing Member
		 	


 
			
		
	Address:	 	 1010 Market Street
 Kirkland, WA 98033



  

			
	 OVP VII ENTREPRENEURS FUND, L.P.

 

	
	 By: OVMC VII, L.L.C., as General Partner

 

		
	By:	 	/s/ Chad Waite
		
	Name:	 	Chad Waite
	Title:	 	Managing Member
		 	


 
			
		
	Address:	 	 1010 Market Street
 Kirkland, WA 98033



 NANOSTRING TECHNOLOGIES, INC. 
 AMENDMENT TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 







 The parties have executed this Amendment to Amended and Restated Investors’ Rights
Agreement as of the date first above written. 
  

			
	 INVESTORS:
  

DRAPER FISHER JURVETSON FUND VII, L.P.

 

		
	By:	 	/s/ John Fisher
	Name:	 	John Fisher
	Title:	 	Managing Director
		 	


 
			
		
	Address:	 	 2882 Sand Hill Road
 Suite 150
 Menlo Park, CA
94025



  

			
	 DRAPER FISHER JURVETSON PARTNERS VII, LLC

 

		
	By:	 	/s/ John Fisher
	Name:	 	John Fisher
	Title:	 	Managing Member
		 	


 
			
		
	Address:	 	 2882 Sand Hill Road
 Suite 150
 Menlo Park, CA
94025



  

			
	 DRAPER ASSOCIATES RISKMASTERS FUND, LLC

 

		
	By:	 	/s/ Timothy C. Draper
	Name:	 	Timothy C. Draper
	Title:	 	Managing Member
		 	


 
			
		
	Address:	 	 2882 Sand Hill Road
 Suite 150
 Menlo Park, CA
94025



  

			
	 DRAPER ASSOCIATES RISKMASTERS FUND II, LLC

 

		
	By:	 	/s/ Timothy C. Draper
	Name:	 	Timothy C. Draper
	Title:	 	Managing Member
		 	
		
	Address:	 	 2882 Sand Hill Road
 Suite 150
 Menlo Park, CA
94025



 NANOSTRING TECHNOLOGIES, INC. 

AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 







 The parties have executed this Amendment to Amended and Restated Investors’ Rights Agreement as of the
date first above written. 
  

			
	 INVESTORS:
  

DRAPER ASSOCIATES, L.P.

 

		
	By:	 	/s/ Timothy C. Draper
	Name:	 	Timothy C. Draper
	Title:	 	General Partner
		 	


 
			
		
	Address:	 	 2882 Sand Hill Road
 Suite 150
 Menlo Park, CA
94025



 NANOSTRING TECHNOLOGIES, INC. 

AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT