IRONPLANET.COM, INC. AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 4.4

XXXXXXXXXX.XXX, INC.

AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT

     This Amendment (the “Amendment”) to the Third Amended and Restated Investors’ Rights Agreement dated August 28, 2008 (the “Rights Agreement”) is made and entered into as of June 30, 2009 by and among XxxxXxxxxx.xxx, Inc., a Delaware corporation (the “Company”) and Empire Southwest, LLC (“Empire”). All terms not defined herein shall have the meaning given to them in the Rights Agreement.

RECITALS

     A. The Company, Xxxx Xxxxx Saadlou (the “Founder”), and certain holders of the Company’s Preferred Stock (the “Existing Preferred Holders”) have previously entered into the Rights Agreement, pursuant to which the Company granted the Founder and the Existing Preferred Holders certain rights.

     B. The Company and Empire are parties to that certain Series C Preferred Stock and Preferred Stock Warrant Purchase Agreement (“Purchase Agreement”) dated as of even date herewith, whereby the Company wishes to sell, and Empire wishes to purchase (i) shares of the Company’s Series C Preferred Stock and (ii) warrants to purchase shares of the Company’s Series C Preferred Stock.

     C. A condition to Empire’s obligations under the Purchase Agreement is that the Company amend the Rights Agreement in order to provide Empire with (i) certain rights to register shares of the Company’s Common Stock issuable upon conversion of the Series C Preferred Stock held by Empire, (ii) certain rights to receive or inspect information pertaining to the Company and (iii) a right of first offer with respect to certain issuances by the Company of its securities.

     D. The Company desires to amend the Rights Agreement to add Empire as a party thereto.

     F. Pursuant to Section 3.3 of the Rights Agreement, the Rights Agreement may be amended with only the written consent of the Company for the sole purpose of including additional purchasers of Series C Preferred Stock as “Investors” and “Holders.”

AGREEMENT

     The parties hereby agree as follows:

     1. Execution of Rights Agreement. The Company acknowledges and agrees that upon execution of this Amendment, Empire shall become a party to the Rights Agreement and an “Investor” and “Holder” as defined therein and shall be entitled to all rights and subject to all obligations as a party thereto.

     2. Force and Effect. Except as amended and set forth above, the Rights Agreement shall remain in full force and effect.

     3. Miscellaneous.

          3.1 Governing Law. This Amendment and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of laws.

          3.2 Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Pages Follow]

     The parties have executed this Amendment as of the date first written above.

		COMPANY:
		XXXXXXXXXX.XXX, INC.
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		President and Chief Executive Officer
		Address:
		0000 Xxxxxx Xxxxx, #000
		Xxxxxxxxxx XX 00000
		Fax: (000) 000-0000
		EMPIRE SOUTHWEST, LLC
		By:		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		Title:		Vice President and Chief Financial Officer
		Address:
		0000 X. Xxxxxxx Xxxx Xxxxx
		Xxxx, XX 00000
		Fax: (000) 000-0000

SIGNATURE PAGE TO AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT OF XXXXXXXXXX.XXX, INC.