NETEZZA CORPORATION Amendment No. 2 to Third Amended and Restated Investor Rights Agreement

EXHIBIT 10.15

NETEZZA CORPORATION

Amendment No. 2 to
Third Amended and Restated Investor Rights Agreement

     This Amendment No. 2, dated as of April 30, 2007, amends the Third Amended and Restated Investor Rights Agreement, as amended, dated as of December 22, 2004 among Netezza Corporation, a Delaware corporation (the “Company”), the Founders and the Purchasers (the “Investor Rights Agreement”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Investor Rights Agreement.

     WHEREAS, the Company and the Stockholders desire to amend the Investor Rights Agreement in anticipation of the initial public offering of the Company’s common stock;

     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties to this Amendment No. 2 hereby agree as follows:

     1. Section 1 of the Investor Rights Agreement is hereby amended by deleting the figure “$4.46 per share” from the definition of “Initial Public Offering” and inserting the figure “$3.50 per share” in substitution therefor.

     This Amendment No. 2 has been executed as of the date first written above.

	COMPANY: NETEZZA CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxxxx, Xx.
		Name:	Xxxxxxx X. Xxxxxxxx, Xx.
		Title:	Senior Vice President, Chief Financial Officer and Treasurer

	PURCHASERS: MATRIX PARTNERS VI, L.P.
	By:	Matrix VI Management Co., L.L.C., its General Partner
	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
		Managing Member
	MATRIX VI PARALLEL PARTNERSHIP-A, L.P.
	By:	Matrix VI Management Co., L.L.C., its General Partner
	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
		Managing Member
	MATRIX VI PARALLEL PARTNERSHIP-B, L.P.
	By:	Matrix VI Management Co., L.L.C., its General Partner
	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
		Managing Member
	WESTON & CO. VI LLC, as Nominee
	By:	Matrix Partners Management Services, L.P. Sole Member
	By:	Matrix Partners Management Services, GP, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
		Authorized Member

Amendment No. 2 to Third Amended and Restated Investor Rights Agreement

	XXXXXXX RIVER PARTNERSHIP XI, LP
	By:	Xxxxxxx River XI GP, LP Its General Partner By:   Xxxxxxx River XI GP, LLC Its:    General Partner

		By:	/s/ Xxx X. Xxxxxxxxxxx
			Authorized Manager
	Address:		0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000

	XXXXXXX RIVER FRIENDS XI-A, LP
	By:	Xxxxxxx River XI GP, LLC   Its:   General Partner

		By:	/s/ Xxx X. Xxxxxxxxxxx
			Authorized Manager
	Address:		0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000

	XXXXXXX RIVER FRIENDS XI-B, LP
	By:	Xxxxxxx River XI GP, LLC Its: General Partner

		By:	/s/ Xxx X. Xxxxxxxxxxx
			Authorized Manager
	Address:		0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000

Amendment No. 2 to Third Amended and Restated Investor Rights Agreement

	BATTERY VENTURES VI, L.P. By:  Battery Partners VI, LLC
	By:	/s/ Xxxxx X. Xxxxx
		Member Manager
	BATTERY INVESTMENT PARTNERS VI, LLC
	By:	/s/ Xxxxx X. Xxxxx
		Member Manager

Amendment No. 2 to Third Amended and Restated Investor Rights Agreement

	Sequoia Capital X Sequoia Technology Partners X Sequoia Capital X Principals Fund
	By:	SC X Management, L.L.C. A Delaware Limited Liability Company General Partner of Each
	By:	/s/ Xxxxxxx X. Xxxxx
		Managing Member

Amendment No. 2 to Third Amended and Restated Investor Rights Agreement

	MERITECH CAPITAL PARTNERS II L.P.
	By:	Meritech Capital Associates II L.L.C. its General Partner
	By:	Meritech Management Associates II L.L.C. a managing member
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, a managing member
	MERITECH CAPITAL AFFILIATES II L.P.
	By:	Meritech Capital Associates II L.L.C. its General Partner
	By:	Meritech Management Associates II L.L.C. a managing member
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, a managing member
	MCP ENTREPRENEUR PARTNERS II L.P.
	By:	Meritech Capital Associates II L.L.C. its General Partner
	By:	Meritech Management Associates II L.L.C. a managing member
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, a managing member

Amendment No. 2 to Third Amended and Restated Investor Rights Agreement