AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.3

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This AMENDMENT NO. 1 (this “Amendment”) is made as of October 15, 2008 (the “Effective Date”) by and among Tengion, Inc. (the “Company”) and the Investors (as defined in the Agreement (as defined below)). This Amendment amends that certain SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”), dated as of September 24, 2007, by and among the Company and the Investors. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

W I T N E S S E T H

WHEREAS, the undersigned parties, consisting of (i) the Company, (ii) each purchaser of the Company’s Series C Convertible Preferred Stock, par value $.001 per share, pursuant to that certain Series C Convertible Preferred Stock Purchase Agreement, dated as of the date hereof, who was not a party to the Agreement, (iii) Investors holding at least 75% of the outstanding shares of Series A Preferred held by the Investors, (iv) Investors holding at least 66²/3% of the outstanding shares of Series B Preferred held by the Investors, and (v) Investors holding at least 66²/3% of the outstanding shares of Series C Preferred held by the Investors, hereby desire to amend the Agreement pursuant to, and in accordance with, Section 6.3 of the Agreement, in the manner set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration the sufficiency of which is hereby acknowledged, the undersigned hereby agree as follows:

1. Amendment to Definition of the “Purchase Agreement”. Effective as of the Effective Date, the first “WHEREAS” clause of the Agreement is hereby amended by deleting such clause in its entirety and replacing such clause with the following:

“WHEREAS, the Company has issued and sold and proposes to issue and sell an aggregate of up to 30,126,092 shares of its Series C Convertible Preferred Stock, par value $0.001 per share, (the “Series C Preferred”), to certain of the Investors pursuant to that certain Series C Convertible Preferred Stock Purchase Agreement, dated as of September 24, 2007 (the “Original Purchase Agreement”), and/or that certain Series C Convertible Preferred Stock Purchase Agreement, dated as of October 15, 2008 (the “Second Purchase Agreement”, and together with the Original Purchase Agreement, the “Purchase Agreement”);”

2. Definition of “Registrable Securities”. Effective as of the Effective Date, the definition of “Registrable Securities” in Section 1.3 of the Agreement is hereby amended by replacing the reference to “Rule 144(k)” contained in subclause (ii)(c) therein with phrase “subsection (b)(1) of Rule 144”

3. Amendment to Section 3.2 Notice of Proposed Transfer.

3.1 Effective as of the Effective Date, the parenthetical contained in subclause (a)(i) of Section 3.2 is hereby amended to read as follows “(it being agreed that Xxxx Xxxxx & Xxxxxxx LLP, Ropes & Xxxx LLP and Dechert LLP shall be satisfactory)”.

3.2 Effective as of the Effective date, Section 3.2(a) of the Agreement is hereby amended by deleting the phrase, “including Rule 144(k)” from the end of the second subclause (ii) contained therein.

4. Amendment to Section 4.5(b). Effective as of the Effective Date, Section 4.5(b) is hereby amended to correct a typographical error by replacing the word “or” appearing as the first word in the parenthetical contained in subclause (iii) with the word “unless”.

5. Amendment to Section 5.1(f). Effective as of the Effective Date, Section 5.1(f) is hereby amended to correct a typographical error by amending such Section 5.1(f) as follows:

“(f) at least twenty (20) ^daysprior to the beginning of each fiscal year of the Company, an annual operating plan with monthly and quarterly breakdowns (the “Budget”) for each fiscal year, including projected income statements, cash flows and balance sheets, on at least a quarterly basis for each fiscal year, together with a written description of all underlying assumptions and a brief written qualitative description of the Company’s operating plan in support of the budget for each fiscal year, as prepared by the Chief Executive Officer of the Company;”

6. Amendment to Article 5 Affirmative Covenants of the Company. Effective as of the Effective Date, Article 5 of the Agreement is hereby amended to include the following provision as Section 5.9:

“5.9 Series C Rights. In the event that any of the Company’s stockholders as of the date hereof are entitled to rights, preferences and privileges under the Company’s Third Amended and Restated Certificate of Incorporation, the Agreement or the Stockholders’ Agreement, each as amended through the date hereof, that are more favorable than those applicable to the holders of Series C Preferred (collectively, “Rights”), the Company shall take all corporate action reasonably necessary to afford the holders of Series C Preferred the benefits of such more favorable Rights.”

In addition, previously identified Section 5.9 of the Agreement is hereby renumbered accordingly as Section 5.10.

7. Amendment to Section 6.1 Notices. Effective as of the Effective Date, the provision of this section referencing Xxxxxx Xxxxxx is hereby amended by deleting such provision in its entirety and replacing such provision with the following:

Xxxxxxx Procter, LLP

Attn: Xxxxx X. Xxxxxxx, Esq.

000 Xxxxxx Xxxxxx

Xxx Xxxx, XX 00000

(000) 000-0000 (Telephone)

(000) 000-0000 (Fax)

8. Amendment to Section 6.2 Prior Agreement; Entire Agreement. Effective as of the Effective Date, the last sentence of Section 6.2 of the Agreement is hereby amended as follows:

“No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Investor Rights Agreement, as the same may be amended from time to time, shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Investor Rights Agreement.”

9. Amendment to Section 6.3 Modifications and Amendments. Effective as of the Effective Date, the Section 6.3 of the Agreement is hereby amended by deleting such section in its entirety and replacing such clause with the following:

“6.3 Modifications and Amendments. This Investor Rights Agreement may not be amended or modified, and no provision hereof may be waived, without the written consent of (i) the Company, (ii) Investors holding at least seventy-five percent (75%) of the then outstanding shares of Series A Preferred (on an as converted to Common Stock basis) held by the Investors, (iii) Investors holding 66²/3% of the then outstanding shares of Series B Preferred (on an as converted to Common Stock basis) held by the Investors, and (iv) Investors holding 66²/3% of the then outstanding shares of Series C Preferred (on an as converted to Common Stock basis) held by the Investors; provided, however, that in the event than any such amendment, modification or waiver causes an Investor to be treated materially unequal and adverse from any other Investor, the consent of that Investor shall be required; provided, further, however that Section 5.1 cannot be amended without the consent of all Rights Holders holding at least 500,000 shares of Preferred (as adjusted for stock splits, stock dividends, combinations and similar recapitalization events). Any waiver or consent hereunder shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.”

10. Amendment to Section 6.14 Confidentiality of Records. Effective as of the Effective Date, the Section 6.14 of the Agreement is hereby amended by adding the following sentence to the end of such section:

“The Company hereby acknowledges that Safeguard Scientifics, Inc. (“Safeguard”) is subject to the reporting requirements of the Exchange Act and may disclose in Safeguard’s periodic reports filed in accordance with the Exchange Act: (i) the terms and amount of Safeguard’s (or its affiliates’) investment in the Company, (ii) a brief description of the Company’s business and (iii) such other financial information pertaining to Safeguard’s investment in the Company as Safeguard reasonably determines is required to be disclosed pursuant to the Exchange Act; provided, however, that except as contemplated by this provision, Safeguard shall not make any such disclosures of information concerning the Company which has not been publicly disclosed by the Company prior to the proposed disclosure by Safeguard without the Company’s prior written consent.”

11. Amendment to Section 4.11(a) Directed Share Program. Effective as of the Effective Date, each use of the phrase “first anniversary of the date of this Investor Rights Agreement” in Section 4.11(a) of the Agreement is hereby amended by deleting such phrase and replacing such phrase with the language “first anniversary of the date of Amendment No. 1 to this Investor Rights Agreement”.

12.

Joinder of Additional Investors; Grant of Registration Rights.

12.1 Effective as of the Effective Date, each purchaser of the Company’s Series C Convertible Preferred Stock, par value $.001 per share, pursuant to the Second Purchase Agreement who was not a party to the Agreement, shall be hereby joined as a party to the Agreement and each is deemed to be included in the definition of “Investors” for all purposes under the Agreement. Effective as of the Effective Date, Schedule I of the Agreement is hereby amended by deleting such schedule in its entirety and replacing such schedule with Schedule I-A, attached hereto.

12.2 Effective as of the Effective Date, the undersigned parties, constituting 66²/3% of the outstanding Registrable Securities (prior to the sale of Series C Preferred under the Second Purchase Agreement) hereby consent to Safeguard Delaware, Inc. being treated as a “Holder” for all purposes of the Agreement.

13. No Other Amendments. Except as expressly amended, modified and supplemented hereby, the provisions of this Amendment are and will remain in full force and effect and, except as expressly provided herein, nothing in this Amendment will be construed as a waiver of any of the rights or obligations of the parties under the Agreement.

14. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the State of Delaware, without giving effect to the conflict of law principles thereof.

15. Headings and Captions. The headings and captions of the various subdivisions of this Amendment or the Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

16. Counterparts. This Amendment may be executed in two or more counterparts (including facsimile copies thereof), and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17. Severability. In the event that it is determined that any provision, or any portion thereof, contained in the Agreement, as amended by this Amendment, shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that it shall be deemed enforceable, and as so limited shall remain in full force and effect. In the event that any such provision, or portion thereof, is deemed wholly unenforceable, the remaining provisions of this Agreement, as amended by this Amendment, shall nevertheless remain in full force and effect.

* * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Second Amended and Restated Investor Rights Agreement or caused this Amendment No. 1 to Second Amended and Restated Investor Rights Agreement to be executed by their duly authorized representatives as of the date first written above.


TENGION, INC.

By:		/s/ Xxxxxx Xxxxxxxxxxx
Name:		Xxxxxx Xxxxxxxxxxx
Title:		President and CEO

INVESTORS:


XXXX CAPITAL VENTURE FUND 2005, L.P.
By:		Xxxx Capital Venture Partners, L.P.
		its general partner
By:		Xxxx Capital Investors, LLC
		its general partner

By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Authorized Person

BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By:		Brookside Capital Investors, L.P.
		its general partner
By:		Brookside Capital Management, LLC
		its general partner

By:		/s/ Xxxxxxx Xxxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxxx
Title:		Authorized Person

BCIP ASSOCIATES III, LLC
By:		BCIP Associates III,
		its sole member and manager
By:		Xxxx Capital Investors, LLC
		its Managing Partner

By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Authorized Person


BCIP ASSOCIATES III-B, LLC
By:		BCIP Associates III-B,
		its sole member and manager
By:		Xxxx Capital Investors, LLC
		its Managing Partner

By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Authorized Person

RGIP, LLC

By:		/s/ Xx Xxxx
Name:		Xx Xxxx
Title:		Managing Member

DEERFIELD SPECIAL SITUATIONS FUND L.P.

By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		General Partner

DEERFIELD SPECIAL SITUATIONS FUND INTL L.P.

By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		General Partner


HEALTHCAP IV KB
By: HealthCap IV GP AB

By:		[Illegible]
Name:
Title:

HEALTHCAP IV, L.P.
By: HealthCap IV GP SA

By:		[Illegible]
Name:
Title:

HEALTHCAP IV BIS, L.P.
By: HealthCap IV GP SA

By:		[Illegible]
Name:
Title:

OFCO CLUB IV
By:		Odlander, Xxxxxxxxxx & Co AB, as member and on behalf of all members, if any, of the OFCO Club IV

By:		[Illegible]
Name:
Title:


HORIZON TECHNOLOGY FUNDING COMPANY II, LLC
By:		Horizon Technology Finance Management LLC, its agent

By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxxx, Xx.
Title:		Chief Executive Officer

HORIZON TECHNOLOGY FUNDING COMPANY III, LLC
By:		Horizon Technology Finance Management LLC, its agent

By:		/s/ Xxxxxx X. Xxxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxxx, Xx.
Title:		Chief Executive Officer

XXXXXXX & XXXXXXX
DEVELOPMENT CORPORATION

By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx
Title:		Vice President

L CAPITAL PARTNERS SBIC, LP
By:		L Partners LP, its general partner
By:		L Capital Holdings, LLC, its general partner

By:		/s/ Ting Pau Oei
Name:		Ting Pau Oei
Title:		Vice President


OAK INVESTMENT PARTNERS XI, LIMITED PARTNERSHIP
By:		Oak Associates XI LLC, its general partner

By:		/s/ Xxx X. Xxxxxx
Name:		Xxx X. Xxxxxx
Title:		Managing Member

OXFORD FINANCE CORPORATION

By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		VP and General Counsel

QUAKER BIOVENTURES, L.P.
By:		QUAKER BIOVENTURES CAPITAL, L.P., its general partner
By:		QUAKER BIOVENTURES CAPITAL, LLC, its general partner

By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Partner

QUAKER BIOVENTURES TOBACCO FUND, L.P.
By:		QUAKER BIOVENTURES CAPITAL, L.P., its general partner
By:		QUAKER BIOVENTURES CAPITAL, LLC, its general partner

By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Partner


BIOADVANCE VENTURES, L.P.
By:		BIOADVANCE GP I, L.P., its general partner
By:		Quaker BIOADVANCE MANAGEMENT, L.P., its manager
By:		QUAKER BIOVENTURES MANAGEMENT, LLC, its general partner

By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Partner

SAFEGUARD SCIENTIFICS, INC.

By:		/s/ Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx
Title:		Vice President

XXXXXX INVESTMENT HOLDINGS V, LLC

By:		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Managing Member

XXXXX CUMMIS XXXXXXX & XXXXX P.C.

By:
Name:
Title:

Xxxxx Xxxxxxxx

Xxxxxx Xxxxxxxx

/s/ Xxxxxxx X. Xxxxxxx

Xxxxxxx X. Xxxxxxx

Xxxxx Xxxxxx

Xxxx Xxxxx

Xxxxxx X. Xxxxxx

/s/ Xxxxxx More

Xxxxxx More

/s/ Xxxxxx Xxxxxxxx

Xxxxxx Xxxxxxxx

/s/ Xxxxxxxx Xxxxxx-Xxxxxxxx

Xxxxxxxx Xxxxxx-Xxxxxxxx


/s/ Xxxxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxx

/s/ Xxxxx X. X. Xxxxxxx
Xxxxx X. X. Xxxxxxx

XXXXX X. XXXXXXX AND XXXXXXXX X. XXXXX, TENANTS BY THE ENTIRETIES

By:		/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx

By:		/s/ Xxxxxxxx X. Maps
		Xxxxxxxx X. Maps


Xxx X. Xxxxxxxxx

/s/ Xxxx X. Sender
Xxxx X. Sender


Xxxx Xxxxx Xxxxx

/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx


Xxxx Xxxxxx

/s/ Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx

SCHEDULE I

INVESTORS

Oak Investment Partners XI, Limited Partnership

c/o Oak Investment Partners

One Xxxxxx Xxxxxx

Xxxxxxxx, XX 00000

Attn: Xxx Xxxxxx

(000) 000-0000 (Telephone)

(000) 000-0000 (Fax)

With a copy to:

Xxxx Xxxxx & Xxxxxxx LLP

Xxx Xxxxxxxx Xxxxxx

Xxxxx 0000

Xxxxxxxx, XX 00000-0000

Attn: Xxxxxxx X. Xxxxxxx

(000) 000-0000 (Telephone)

(000) 000-0000 (Fax)

HealthCap IV KB and OFCO Club IV

Xxxxxxxxxxx 0X

X-00000 Xxxxxxxxx

Xxxxxx

00-0-000-0000 (Telephone)

00-0-000-00-00 (Fax)

Attn: Xxxx-Xxxxx Xxxxxxxxx

With a copy to:

Simpson, Thacher & Xxxxxxxx

0000 Xxxxxxxx Xxxxxx

Xxxx Xxxx, Xxxxxxxxxx 00000

Attn: Xxxxxx Xxxxxxxx

(000) 000-0000 (Telephone)

(000) 000-0000 (Fax)

HealthCap IV, L.P. and HealthCap IV Bis, L.P.

c/o Odlandar Xxxxxxxxxx XX

18 Avenue D’Ouchy

XX-0000 Xxxxxxxx

Xxxxxxxxxxx

Attn: Hampus Xxxxxxxxxxx

00-00-000-0000 (Telephone)

00-00-000-0000 (Fax)

With a copy to:

Simpson, Thacher & Xxxxxxxx

0000 Xxxxxxxx Xxxxxx

Xxxx Xxxx, Xxxxxxxxxx 00000

Attn: Xxxxxx Xxxxxxxx

(000) 000-0000 (Telephone)

(000) 000-0000 (Fax)

Xxxxxxx and Xxxxxxx

Development Corporation

0 Xxxxxxx & Xxxxxxx Xxxxx

Xxx Xxxxxxxxx, Xxx Xxxxxx 00000

Attn: Xxxx Xxxx

(000) 000-0000 (Telephone)

(000) 000-0000) (Fax)

With a copy to:

Dechert LLP

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, XX 00000

Attn: Xxxxxxxxxx Xxxxx

(000) 000-0000 (Telephone)

(000) 000-0000 (Fax)

L Capital Partners SBIC, LP

00 Xxxx 00xx Xxxxxx-00xx Xxxxx

Xxx Xxxx, X.X. 00000

With a copy to:

Xxxxxx Xxxxxxxx LLP

3000 Two Xxxxx Square

00^xx & Xxxx Xxxxxx

Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000

Attn: Xxxxx X. Xxxxxx

(000) 000-0000 (Telephone)

(000) 000-0000 (Fax)

Xxxxxx Investment Holdings V, LLC

000 Xxxx Xxxx Xxxxxx

Xxxxxxxx, Xxxxxxxxxxx 00000

Attn: Xxxxx Xxxxxx

(000) 000-0000 (Telephone)

(000) 000-0000 (Fax)

Xxxxxx More

Xxxxxx Xxxxxxxxxxx

Xxx Xxxxxxxxx

c/x Xxxxx Xxxxxx Xxxxxxx & Xxxxx P.C.

Xxx Xxxxxxxxxx Xxxxx

Xxxxxx, Xxx Xxxxxx 00000

(000) 000-0000 (Telephone)

(000) 000-0000 (Fax)

Xxxxx Cummis Xxxxxxx & Xxxxx P.C.

Xxx Xxxxxxxxxx Xxxxx

Xxxxxx, Xxx Xxxxxx 00000

Attention: Xxxxxxx Xxxxxxxx

(000) 000-0000 (Telephone)

(000) 000-0000 (Fax)

Xxxx Sender

Xxxxxx Xxxxxxxx

Xxx Xxxxxxx

Xxxxx X. Xxxxxx

Xxxxx Xxxxxxxx

Xxxx Xxxxxx

Xxxxxxx Xxxxxxxxxx

Xxxxxx X. Xxxxxx

Xxxx Xxxxx Xxxxx

Xxxxxx Xxxxxxxx and Xxxxxxxx Xxxxxx-Xxxxxxxx

Xxxx Capital Venture Fund 2005, L.P.

c/o Bain Capital, LLC

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, XX 00000

Facsimile No: (000) 000-0000

Brookside Capital Partners Fund, L.P.

c/o Bain Capital, LLC

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, XX 00000

Facsimile No: (000) 000-0000

BCIP Associates III, LLC

c/o Bain Capital, LLC

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, XX 00000

Facsimile No: (000) 000-0000

BCIP Associates III-B, LLC

c/o Bain Capital, LLC

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, XX 00000

Facsimile No: (000) 000-0000

RGIP, LLC

c/o Ropes & Xxxx LLP

Xxx Xxxxxxxxxxxxx Xxxxx

Xxxxxx, XX 00000

Attn: Xxxx X. Xxxxxxxx, Esq.

Facsimile No: (000) 000-0000

Quaker Bioventures X.X.

Xxxx Centre

0000 Xxxx Xxxxxx

Xxxxxxxxxxxx, XX 00000-0000

Quaker Bioventures Tobacco Fund, X.X.

Xxxx Centre

0000 Xxxx Xxxxxx

Xxxxxxxxxxxx, XX 00000-0000

Bioadvance Ventures, L.P.

x/x Xxx Xxxxxxxxxxxxx Xxxxxxxxxx Xxxxxxxxxxx xx Xxxxxxxxxxxx Xxxxxxxxxxxx

Attention: President

0000 Xxxxxx Xxxxxx

Xxxxxxxxxxxx, XX 00000

with a copy to:

Bioadvance Ventures, L.P.

c/o Quaker Bioventures X.X.

Xxxx Centre

0000 Xxxx Xxxxxx

Xxxxxxxxxxxx, XX 00000-0000

Horizon Technology Funding

Company II LLC

00 Xxxxxxxxx Xxxx Xxxx

Xxxxxxxxxx, XX 00000

Horizon Technology Funding

Company III LLC

00 Xxxxxxxxx Xxxx Xxxx

Xxxxxxxxxx, XX 00000

Xxxx Xxxxx

Oxford Finance Corporation

000 Xxxxx Xxxxxxx Xxxxxx

Xxxxxxxxxx, XX 00000

Deerfield Special Situations Fund L.P.

000 Xxxxx Xxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

Deerfield Special Situations Fund Int’l Ltd.

000 Xxxxx Xxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

Safeguard Scientifics, Inc.

000 Xxxxx Xxxx Xxxxx

Xxxxxxxx 000

Xxxxx, XX 00000

Xxxxx X. Xxxxxxx and Xxxxxxxx X. Maps, Tenants By The Entireties

Xxxx Xxxxxxxx

Xxxxx X. X. Xxxxxxx

President & Chief Executive Officer

AMAG Pharmaceuticals, Inc.

000 Xxxxxx Xxxxxx

Xxxxxxxxx, XX 00000

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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