**Exhibit 4.7****AMENDMENT TO RIGHTS AGREEMENT**     This Amendment to Rights Agreement, dated as of June 28, 2007 (the “Amendment”), is byand between PlanetOut, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank,N.A. (the “Rights Agent”), amending certain provisions of the Rights Agreement, dated as ofJanuary 4, 2007 (the “Agreement”), by and between the Company and the Rights Agent. Termsnot otherwise defined herein which are defined in the Agreement shall have the same respectivemeanings herein as therein.     WHEREAS, in accordance with Section 27 of the Agreement, the Company has directed prior to theDistribution Date that it and the Rights Agent amend certain provisions of the Agreement asspecifically set forth in this Amendment.     NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereto agree as follows:     1. Amendment to Agreement. The Agreement is hereby amended as follows:     (a) Section 1(a) of the Agreement is hereby deleted in its entirety and replaced with thefollowing (which shows the new text added pursuant to this Amendment as underlined text):     (a) “**Acquiring Person**” shall mean any Person (as such term is hereinafterdefined) who or which, together with all Affiliates and Associates (as such termsare hereinafter defined) of such Person, shall be the Beneficial Owner (as suchterm is hereinafter defined) of 15% or more of the Common Shares then outstanding.Notwithstanding the foregoing, (A) the term Acquiring Person shall not include(i) the Company, (ii) any Subsidiary (as such term is hereinafter defined) of theCompany, (iii) any employee benefit or compensation plan of the Company or anySubsidiary of the Company, (iv) any entity holding Common Shares for or pursuantto the terms of any such employee benefit or compensation plan of the Company orany Subsidiary of the Company or (v) any Person, together with all Affiliates andAssociates of such Person, who is the Beneficial Owner of 15% or more of theCommon Shares outstanding as of the date of this Agreement until such time afterthe date of this Agreement that such Person, together with all Affiliates andAssociates of such Person, shall become the Beneficial Owner of any additionalCommon Shares (other than by means of a dividend made by the Company on the CommonShares outstanding or pursuant to a split, subdivision or other reclassificationof the Common Shares undertaken by the Company) and shall then beneficially ownmore than 15% of the Common Shares outstanding, (B) no Person shall become an“Acquiring Person” either (x) as the result of an acquisition of Common Shares bythe Company which, by reducing the number of shares outstanding, increases theproportionate number of shares beneficially owned by such Person to 15% or more ofthe Common Shares then outstanding; *provided*, *however*, that if a Person shallbecome the Beneficial Owner of 15% or more of the Common Shares then outstandingby reason of share purchases by the Company and shall, following written noticefrom, or public disclosure by the Company of such share purchases by the Company,become the Beneficial Owner of any additional Common Shares without the priorconsent of the Company and shall then Beneficially Own more than 15% of the CommonShares then outstanding, then such Person shall be deemed to be an “AcquiringPerson,” or (y) if the Board of Directors determines in good faith that a Personwho would otherwise be an “Acquiring Person,” as defined pursuant to the foregoingprovisions of this paragraph (a), has become such inadvertently, and such Persondivests, as promptly as practicable (as determined in good faith by the Board ofDirectors), following receipt of written notice from the Company of such event, ofBeneficial Ownership of a sufficient number of Common Shares so that such Personwould no longer be an Acquiring Person, as defined
 

 
pursuant to the foregoing provisions of this paragraph (a), then such Personshall not be deemed to be an “Acquiring Person” for any purposes of thisAgreement; *provided*, *however*, that if such Person shall again become theBeneficial Owner of 15% or more of the Common Shares then outstanding, such Personshall be deemed an “Acquiring Person,” subject to the exceptions set forth in thisSection 1(a) and (C) none of the several purchasers of the Company’s CommonStock who are parties (as “**Investors**” thereunder) to that certain PurchaseAgreement dated as of June 29, 2007 by and among the Company and the severalInvestors named therein (the “**2007 Purchase Agreement**”) shall be deemed to be an“Acquiring Person” solely as a result of acting together in connection with theacquisition of shares of the Company’s Common Stock pursuant to the 2007 PurchaseAgreement;      (b) Section 1(b) of the Agreement is hereby deleted in its entirety and replaced with thefollowing (which shows the new text added pursuant to this Amendment as underlined text):     (b) “**Affiliate**” and “**Associate**” shall have the respective meanings ascribedto such terms in Rule 12b-2 of the General Rules and Regulations under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect onthe date of this Agreement; *provided*, *however*, that the limited partners of alimited partnership shall not be deemed to be Associates of such limitedpartnership solely by virtue of their limited partnership interests; and*provided*, *further*that otherwise unaffiliated Persons who are parties (as“Investors” thereunder) to the 2007 Purchase Agreement shall not be deemed to be“affiliates” or “associates” for the purposes of this Agreement solely by virtueof their entry into to the 2007 Purchase Agreement.     (c) Section 1(c) of the Agreement is hereby deleted in its entirety and replaced with thefollowing (which shows the new text added pursuant to this Amendment as underlined text):     (c) A Person shall be deemed the “**Beneficial Owner**” of and shall be deemed to“**beneficially own**” any securities:          (i) which such Person or any of such Person’s Affiliates or Associates isdeemed to beneficially own, within the meaning of Rule 13d-3 of the General Rulesand Regulations under the Exchange Act as in effect on the date of this RightsAgreement;          (ii) which such Person or any of such Person’s Affiliates or Associates has(A) the right to acquire (whether such right is exercisable immediately or onlyafter the passage of time) pursuant to any agreement, arrangement or understanding(other than customary agreements with and between underwriters and selling groupmembers with respect to a bona fide public offering of securities), or upon theexercise of conversion rights, exchange rights, rights (other than these Rights),warrants or options, or otherwise; *provided*, *however*, that a Person shall not bedeemed the Beneficial Owner of, or to beneficially own, securities tenderedpursuant to a tender or exchange offer made by or on behalf of such Person or anyof such Person’s Affiliates or Associates until such tendered securities areaccepted for purchase or exchange; or (B) the right to vote pursuant to anyagreement, arrangement or understanding; *provided*, *however*, that a Person shallnot be deemed the Beneficial Owner of, or to beneficially own, any security if theagreement, arrangement or understanding to vote such security (1) arises solelyfrom a revocable proxy or consent given to such Person in response to a publicproxy or consent solicitation made pursuant to, and in accordance with, theapplicable rules and regulations promulgated under the Exchange Act and (2) is notalso then reportable on Schedule 13D under the Exchange Act (or any comparable orsuccessor report); or          (iii) which are beneficially owned, directly or indirectly, by any otherPerson with which such Person or any of such Person’s Affiliates or Associates has
 

 
any agreement, arrangement or understanding (other than customary agreementswith and between underwriters and selling group members with respect to a bonafide public offering of securities, and other than customary agreementsrepresented by and associated with the 2007 Purchase Agreement or the RegistrationRights Agreement contemplated thereunder) for the purpose of acquiring,holding, voting (except to the extent contemplated by the proviso to Section1(c)(ii)(B) hereof) or disposing of any securities of the Company; *provided*,*however*, an agreement, arrangement or understanding for purposes of this Section1(c)(iii) shall not be deemed to include actions, including any agreement,arrangement or understanding, or statements by any member of the Company’s Boardof Directors on the date of this Agreement, any subsequent directors of theCompany (the “Successor Directors”) who have been nominated by a majority ofdirectors who are directors as of the date of this Agreement or who are SuccessorDirectors, or by any Person of whom such a director is an Affiliate or Associate,*provided*, *however*that this exception shall not apply to a particular Person orPersons if and to the extent that such Person or Persons, after the date of thisAgreement, acquires Beneficial Ownership of more than an additional 5% of the thenoutstanding Common Shares of the Company unless (A) the shares are acquireddirectly from the Company or as part of an employee benefit or compensation planof the Company or a subsidiary of the Company or (B) the Person establishes to thesatisfaction of the directors of the Company that it is acting on its own behalfand not in concert with any other Person and will not, upon completion of anypurchases, be the Beneficial Owner of 15% or more of the outstanding CommonShares.     Notwithstanding anything in this definition of Beneficial Ownership to thecontrary, the phrase, “then outstanding,” when used with reference to a Person’sBeneficial Ownership of securities of the Company, shall mean the number of suchsecurities then issued and outstanding together with the number of such securitiesnot then actually issued and outstanding which such Person would be deemed to ownbeneficially hereunder.     2. Condition to Effectiveness. This Amendment shall not become effectiveuntil executed by the Company and the Rights Agent.     3. Ratification, Etc. Except as expressly amended hereby, all terms andconditions of the Agreement are hereby ratified and confirmed in all respects and shall continue infull force and effect. The Agreement and this Amendment shall be read and construed as a singleagreement. All references to the Agreement shall hereafter refer to the Agreement, as amendedhereby.     4. No Waiver. Nothing contained herein shall constitute a waiver of,impair or otherwise affect, any obligation of the Company under the Agreement or any rights of anyparty consequent thereon.     5. Counterparts. This Amendment may be executed in one or morecounterparts, each of which shall be deemed an original but which together shall constitute one andthe same instrument.     6. Governing Law. This amendment shall be governed by, and construed inaccordance with, the laws of the State of Delaware (without reference to conflict of laws).[*Signature Pages Follow*]
 

 
     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a document under sealas of the date first above written.     Company:       PLANETOUT, INC.       By: /s/ Karen Magee       Name: Karen Magee  Its: Chief Executive Officer       Rights Agent:       WELLS FARGO BANK, N.A., as Rights Agent       By: /s/ Barbara M. Novak       Name: Barbara M. Novak  Its: Vice President