Exhibit 4.3

 

AMENDMENT NO. 1

TO THE

FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 

This Amendment No. 1 to the Fifth Amended and Restated Investor Rights Agreement (this “Amendment”) is entered into as of April 20, 2018 by and among Inspire Medical Systems, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company party to the Investor Rights Agreement (as defined below) (collectively, the “Investors”).  Capitalized terms used and not defined herein shall have the meaning set forth in the Investor Rights Agreement.

 

WHEREAS, the Company and the Investors previously entered into a Fifth Amended and Restated Investor Rights Agreement, dated as of October 25, 2016 (together with all schedules and exhibits thereto, the “Investor Rights Agreement”);

 

WHEREAS, pursuant to Section 4.10 of the Investor Rights Agreement, prior to an IPO, any provision of the Investor Rights Agreement may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and an Investor or Investors holding at least sixty percent (60%) of the outstanding Preferred Stock voting together as a single class on an as-converted basis (the “Required Preferred Vote”);

 

WHEREAS, the Investors signing this Amendment hold shares of Preferred Stock sufficient to constitute the Required Preferred Vote; and

 

WHEREAS, the Company and the Investors desire to amend the Investor Rights Agreement as set forth below, such amendments to be effective immediately prior to the consummation of a Qualified IPO (as defined in the Certificate) (the “Effective Time”).

 

NOW THEREFORE, the parties hereto agree as follows.

 

1.                                      Amendments.

 

(a)               Section 1.2 of the Investor Rights Agreement is hereby amended as of the Effective Time to add the following as paragraph (d).

 

“(d)               Termination of Restrictions on Transferability. The provisions set forth in paragraphs (a), (b) and (c) of this Section 1.2 shall terminate and be of no further force or effect immediately prior to the consummation of a Qualified IPO (as defined in the Certificate).”

 

(b)                     Section 3.11 of the Investor Rights Agreement is hereby amended as of the Effective Time to read as follows (with emphasis on the amendments):

 

“3.11      Termination of Covenants. The covenants set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10 and 3.12 shall terminate and be of no

 











 

further force or effect immediately prior to the consummation of a Qualified IPO (as defined in the Certificate).”

 

2.                                      Governing Law.  This Amendment shall be governed in all respects by the laws of the State of Delaware without regard to choice of laws or conflict of laws provisions thereof.

 

3.                                      Counterparts.  This Amendment may be executed in any number of counterparts and signatures may be delivered by facsimile, each of which may be executed by less than all parties, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

 

4.                                      No Further Modifications or Amendment.  Except as amended hereby, the Investor Rights Agreement shall remain in full force and effect and the parties agree that no other modification or amendment exists or is valid or enforceable.

 

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IN WITNESS WHEREOF, the Company and each Investor have executed this Amendment as of the date first set forth above.

 

	
 
    	
COMPANY:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
INSPIRE MEDICAL SYSTEMS, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Timothy P. Herbert
    
	
 
    	
 
    	
Name:
    	
Timothy   P. Herbert
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer and President
    
					


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
MEDTRONIC, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher M. Cleary
    
	
 
    	
 
    	
Name:
    	
Christopher   M. Cleary
    
	
 
    	
 
    	
Title:
    	
Vice   President Corporate Development
    
	
 
    	
 
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
AMZAK HEALTH INVESTORS, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Joyce Erony
    
	
 
    	
 
    	
Name:
    	
Joyce   Erony
    
	
 
    	
 
    	
Title:
    	
Managing   Partner
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
ORBIMED PRIVATE INVESTMENTS V, L.P.
    
	
 
    	
By:   OrbiMed Capital GP V LLC, its General Partner
    
	
 
    	
 
    
	
 
    	
By:   OrbiMed Advisors LLC, its Managing Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Carl Gordon
    
	
 
    	
 
    	
Name:
    	
Carl   Gordon
    
	
 
    	
 
    	
Title:
    	
Member
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 









 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
APERTURE VENTURE PARTNERS III, L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
Aperture   Ventures III Management, LLC, its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anthony Natale
    
	
 
    	
 
    	
Name:
    	
Anthony   Natale
    
	
 
    	
 
    	
Title:
    	
Member
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
Johnson & Johnson Innovation — JJDC, Inc.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Asish K. Xavier
    
	
 
    	
 
    	
Name:
    	
Asish   K. Xavier
    
	
 
    	
 
    	
Title:
    	
Vice   President, Venture Investments
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
U.S. Venture Partners IX, L.P.
    
	
 
    	
By:
    	
Presidio   Management Group IX, L.L.C. Its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Dale Holladay
    
	
 
    	
 
    	
Name:   Dale Holladay, Attorney-In-Fact
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
KPCB HOLDINGS, INC., as nominee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Scott Ryles
    
	
 
    	
 
    	
Name:
    	
Scott   Ryles
    
	
 
    	
 
    	
Title:
    	
President
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
SYNERGY LIFE SCIENCE PARTNERS, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
SYNERGY   VENTURE PARTNERS, LLC
    
	
 
    	
 
    	
The   General Partner of Synergy Life Science Partners, LP
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mudit K. Jain
    
	
 
    	
 
    	
Name:
    	
Mudit   K. Jain
    
	
 
    	
 
    	
Title:
    	
Managing   Member
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
GDN HOLDINGS, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Marilyn Carlson Nelson
    
	
 
    	
 
    	
Name:
    	
Marilyn   Carlson Nelson
    
	
 
    	
 
    	
Title:
    	
Managing   Member
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
CURTIS L. CARLSON FAMILY FOUNDATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Flottmeier
    
	
 
    	
 
    	
Name:
    	
John   Flottmeier
    
	
 
    	
 
    	
Title:
    	
Authorized   Agent
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 









 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
CARLSON FAMILY FOUNDATION FOR THE UNIVERSITY OF MINNESOTA
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Flottmeier
    
	
 
    	
 
    	
Name:   John Flottmeier
    
	
 
    	
 
    	
Title:   Authorized Agent
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brian Gustafson
    
	
 
    	
 
    	
Name:   Brian Gustafson
    
	
 
    	
 
    	
Title:   Authorized Agent
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
CARLSON HOLDINGS, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Flottmeier
    
	
 
    	
 
    	
Name:   John Flottmeier
    
	
 
    	
 
    	
Title:   Authorized Agent
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
NAFCO   INSURANCE CO., LTD.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Flottmeier
    
	
 
    	
 
    	
Name:   John Flottmeier
    
	
 
    	
 
    	
Title:  Authorized Agent
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
CURTIS L. CARLSON OCTAGON TRUST — WENDY M. NELSON
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Flottmeier
    
	
 
    	
 
    	
Name:   John Flottmeier
    
	
 
    	
 
    	
Title:   Authorized Agent
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
CURTIS L. CARLSON OCTAGON TRUST — DIANA L. NELSON
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Flottmeier
    
	
 
    	
 
    	
Name:   John Flottmeier
    
	
 
    	
 
    	
Title:  Authorized Agent
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
CURTIS L. CARLSON OCTAGON TRUST — CURTIS C. NELSON
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Flottmeier
    
	
 
    	
 
    	
Name:   John Flottmeier
    
	
 
    	
 
    	
Title:  Authorized Agent
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
CURTIS L. CARLSON OCTAGON TRUST — CHRISTINE C. GAGE
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Flottmeier
    
	
 
    	
 
    	
Name:   John Flottmeier
    
	
 
    	
 
    	
Title:   Authorized Agent
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 









 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
CURTIS L. CARLSON OCTAGON TRUST — GEOFFREY C. GAGE
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Flottmeier
    
	
 
    	
 
    	
Name:   John Flottmeier
    
	
 
    	
 
    	
Title:   Authorized Agent
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
CURTIS L. CARLSON OCTAGON TRUST — SCOTT C. GAGE
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Flottmeier
    
	
 
    	
 
    	
Name:   John Flottmeier
    
	
 
    	
 
    	
Title:  Authorized Agent
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
CURTIS L. CARLSON OCTAGON TRUST — RICHARD GAGE
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Flottmeier
    
	
 
    	
 
    	
Name:   John Flottmeier
    
	
 
    	
 
    	
Title:  Authorized Agent
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
THE HARRY D. HUNT AND EVELYN B. HUNT REVOCABLE LIVING TRUST
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Harry D. Hunt
    
	
 
    	
 
    	
Name:   Harry D. Hunt
    
	
 
    	
 
    	
Title:  Trustee
    


 

	
 
    	
By:
    	
/s/   Evelyn B. Hunt
    
	
 
    	
 
    	
Name:   Evelyn B. Hunt
    
	
 
    	
 
    	
Title:   Trustee
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
TGAP VENTURE CAPITAL FUND II, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jack Ahrens
    
	
 
    	
 
    	
Name:   Jack Ahrens
    
	
 
    	
 
    	
Title:  Managing Director
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]

 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
/s/ Jerry C. Griffin, M.D.
    
	
 
    	
Jerry   C. Griffin, MD
    


 

[Signature page to Amendment No. 1 to Fifth Amended and Restated Investor Rights Agreement]