Amendment and Consent, dated as of August 28, 2012



 Exhibit 10.14A 
 AMENDMENT AND CONSENT 
 This Amendment and Consent (the
“Amendment”) is made and entered into as of August 28, 2012, by and among LifeLock, Inc., a Delaware corporation (the “Company”), and each of the purchasers named on the signature page attached hereto (each, a
“Purchaser,” and together, the “Purchasers”). 
 RECITALS 

WHEREAS, the Company and the Purchasers are party to that certain Series E and Series E-2 Preferred Stock and Warrant Purchase
Agreement, dated as of February 7, 2012 (the “Purchase Agreement”). Unless otherwise indicated, all capitalized terms herein shall have the meanings assigned to them in the Purchase Agreement. 

WHEREAS, pursuant to Section 6.11 of the Purchase Agreement, any term of the Purchase Agreement may be amended or waived only
with the written consent of the Company and the holders of at least a majority of the Common Stock issued or issuable upon conversion of the Shares and the Warrant Shares. 
 WHEREAS, the undersigned Purchasers constitute the holders of at least a majority of the Common Stock issued or issuable upon conversion of the Shares and the Warrant Shares. 

WHEREAS, the Company and the Purchasers believe that it is in their mutual best interests to amend the Purchase Agreement pursuant
to the provisions contained herein. 
 AGREEMENT 

NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and other valuable
consideration, the receipt, adequacy, and sufficiency whereof are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Purchase Agreement as follows. 

1. New Section 7 of the Purchase Agreement. A new Section 7 shall be added to the Purchase Agreement, which shall read
as follows: 
 7. Post-Conversion Repurchase Right. 

7.1 Definitions. 
 (a) Conversion Shares. The term “Conversion Shares” shall mean the shares of Common Stock into which the Series E Preferred Stock and Series E-2 Preferred Stock automatically
convert pursuant to Article IV, Section 4 of the Restated Certificate in connection with a Qualified IPO (as such term is defined in the Restated Certificate). 

(b) Purchase Price. The term “Purchase Price” shall mean $0.001 per share. 

(c) Recalculated Conversion Shares. The term “Recalculated Conversion Shares” shall mean the
shares of Common Stock into which the Series E Preferred Stock and Series E-2 Preferred Stock would have converted pursuant to Article IV, Section 4 of the Restated Certificate in connection with a Qualified IPO if the


  
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“Ten-Day VWAP” replaced the “Expected Offering Price” in Article IV, Section 4(d)(iv) of the Restated Certificate. 

(d) Recalculation Date. The term “Recalculation Date” shall mean the tenth Trading Day
immediately following the date of the effectiveness of the Company’s registration statement filed pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission in connection with
a Qualified IPO. 
 (e) Ten-Day VWAP. The term “Ten-Day VWAP” means the arithmetic
average of the Volume Weighted Average Price for the ten consecutive Trading Days ending on (and which includes as a Trading Day) the Recalculation Date. 
 (f) Trading Day. The term “Trading Day” means a day during which the Company’s Common Stock is listed for trading on the New York Stock Exchange, the NASDAQ Global Market, or
the NASDAQ Global Select Market. 
 (g) Volume Weighted Average Price. The term “Volume Weighted
Average Price” per share of Common Stock on any Trading Day means such price as displayed on Bloomberg (or any successor service) page LOCK <equity> VWAP in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on
such Trading Day. 
 7.2 Repurchase Right. The Company (or its assignee) shall have the right (the
“Repurchase Right”), at any time during the five-business-day period following the Recalculation Date, to repurchase at the Purchase Price from each Purchaser a number of shares of Common Stock equal to the positive difference, if
any (the “Repurchase Eligible Shares”), between (a) the Conversion Shares received by such Purchaser and (b) the Recalculated Conversion Shares that would have been received by such Purchaser. In the event that the Company
exercises its Repurchase Right, the obligations of each Purchaser to sell such Purchaser’s Repurchase Eligible Shares to the Company shall be several and not joint. 

7.3 Exercise of Repurchase Right. The Repurchase Right shall be exercisable by the Company’s delivery of a
written notice delivered to each Purchaser prior to the expiration of the five-business-day period specified in Section 7.2. The notice shall indicate the date on which the repurchase is to be effected, such date to be not more than five
days after the date of notice. The Company shall pay to each Purchaser in cash an amount equal to the aggregate Purchase Price for such Purchaser’s Repurchase Eligible Shares. 

7.4 Stock Splits. In the event of any stock split, stock dividend, combination, reorganization, recapitalization,
reclassification, and the like with respect to the Company’s capital stock, the calculations set forth in this Section 7 shall be adjusted appropriately. 
 2. Consent to Amendment. By execution below, each of the undersigned Purchasers approves, consents to, and agrees to be bound by the terms of this Amendment. 

3. Covenant of the Company. The Company shall take all such actions as may be reasonably requested by the Bessemer Funds, in
accordance with the procedures set forth in Rule 16b-3 

  
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promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to cause any acquisition or deemed acquisition or disposition or deemed disposition of
capital stock of the Company or securities exchangeable, convertible or exercisable for capital stock of the Company (including without limitation any shares of Series E Preferred Stock, Series E-2 Preferred Stock, Series A Preferred Stock, warrants
to purchase Series A Preferred Stock or Common Stock) by David Cowan and/or each of the Deputizing Stockholders pursuant to the transactions contemplated by this Amendment and/or by Amendment No.1 to Series A Preferred Stock Warrants between the
Company and the Bessemer Funds (the “Transaction Documents”), together with any acquisitions or dispositions or deemed acquisitions or dispositions of any such securities resulting from or contemplated by any conversion, exercise,
redemption, cancellation or expiration (for or without value), termination, liquidation or extension thereof or relating thereto, dividends or distributions thereon or any adjustments thereto (including but not limited to, adjustments to the number
of shares issuable upon exercise, exchange, conversion, redemption or liquidation thereof or dividends or distributions thereon), or otherwise, in each case as contemplated by one or more of the Transaction Documents and/or as a result of the
operation of any provision of the Certificate of Incorporation of the Company, to be exempt from the provisions of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. For purposes hereof, “Deputizing
Stockholders” shall mean Bessemer Venture Partners VI L.P., Bessemer Venture Partners VI Institutional L.P. and Bessemer Venture Partners Co-Investment L.P. (collectively, the “Bessemer Funds”), Deer VI & Co. LLC
(the general partner of the Bessemer Funds) and any other control person or persons of any of the foregoing or any other person that may be deemed the direct or indirect beneficial owner (as such term is used in Rule 16a-1(a)(2) under the Exchange
Act) of equity securities of the Company. 
 4. Termination of Amendment. 

(a) In the event that the “Price to Public” per share specified in the final prospectus filed with the Securities and Exchange
Commission with respect to the Qualified IPO is different from the “Expected Offering Price” (as such term is defined in the Restated Certificate), this Amendment and the Repurchase Right of the Company shall automatically terminate and be
null and void. 
 (b) In the event that a Qualified IPO does not occur on or before December 31, 2012, this Agreement shall
automatically terminate and be null and void. 
 5. Effect of Amendment. Except as expressly amended hereby, the Purchase
Agreement shall continue in full force and effect in accordance with the provisions thereof. 
 6. Governing law. This
Amendment shall be governed by and construed in accordance with the laws of the state of Delaware for all purposes and all respects, without regard to the conflict of law provisions of such state. 

7. Counterparts. This Amendment may be executed and delivered by each party hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement. 
 [Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the Company and the Purchasers have executed this Amendment and
Consent as of the day and year first above written. 
  

			
	THE COMPANY:
	
	LIFELOCK, INC.
		
	By:	 	 /s/ Todd Davis

		 	Todd Davis, Chairman, President, and Chief
Executive Officer
	
	Address:
	
	60 East Rio Salado Parkway
	Suite 400
	Tempe, Arizona 85281
	Facsimile: (480) 907-2944
	Email: clarissa.cerda@lifelock.com


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
					
	THE PURCHASERS:
	
	BESSEMER VENTURE PARTNERS VI L.P.
	
	BESSEMER VENTURE PARTNERS CO-INVESTMENT L.P.
		
	By:	 	Deer VI & Co. LLC, General Partner
			
		 	By:	 	 /s/ J. Edmund Colloton

		 		 	J. Edmund Colloton, Executive Manager


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
			
	THE PURCHASERS:
	
	KPCB HOLDINGS, INC., as Nominee
		
	By:	 	 /s/ Ted Schlein

	Name:	 	Ted Schlein
	Title:	 	Senior Vice President


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
			
	THE PURCHASERS:
	
	GOLDMAN, SACHS & CO.
		
	By:	 	 /s/ Daniel S. Oneglia

	Name:	 	 Daniel S. Oneglia

	Title:	 	Managing Director


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
			
	THE PURCHASERS:
	
	RSM LIFELOCK 2, LLC
		
	By:	 	 /s/ James D. Lackie

	Name:	 	James D. Lackie
	Title:	 	Manager


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
			
	THE PURCHASERS:
	
	SYMANTEC CORPORATION
		
	By:	 	 /s/ Gregory M. King

	Name:	 	Gregory M. King
	Title:	 	Vice President Legal


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
					
	THE PURCHASERS:
	
	SVB CAPITAL PARTNERS II, L.P.
		
	By:	 	SVB Capital Partners II, LLC, its General Partner
			
		 	By:	 	 /s/ Sulaiman Mamdani

		 	Name:	 	Sulaiman Mamdani
		 	Title:	 	Managing Director


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
					
	THE PURCHASERS:
	
	INDUSTRY VENTURES FUND V, L.P.
		
	By:	 	Industry Ventures Management V, L.L.C., its General Partner
			
		 	By:	 	 /s/ Mike Gridley

		 		 	Mike Gridley, Member
	
	INDUSTRY VENTURES SPECIAL OPPORTUNITIES FUND, L.P.
		
	By:	 	Industry Ventures Management VI, L.L.C., its General Partner
			
		 	By:	 	 /s/ Mike Gridley

		 		 	Mike Gridley, Member
	
	INDUSTRY VENTURES V-A, L.P.
		
	By:	 	 Industry Ventures Management V, L.L.C., its

General Partner

			
		 	By:	 	 /s/ Mike Gridley

		 		 	Mike Gridley, Member
	
	INDUSTRY VENTURES PARTNERSHIP HOLDINGS II-A, L.P.
		
	By:    	 	 Industry Ventures Partnership Holdings II GP,

L.L.C., its General Partner

			
		 	By:	 	 /s/ Kenneth C. Wallace III

		 	Name:	 	Kenneth C. Wallace III
		 	Title:	 	Manager


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
					
	THE PURCHASERS:
	
	 BROWNSAVANO DIRECT CAPITAL
 PARTNERS, L.P.

		
	By:	 	 BrownSavano Direct GP, LLC, its General
 Partner

		
	By:    	 	BrownSavano JV, LLC, its Manager
			
		 	By:    	 	 /s/ Thomas A. Smith

		 		 	Thomas A. Smith, Managing Director


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
			
	THE PURCHASERS:
	
	KEATING CAPITAL, INC.
		
	By:	 	 /s/ Frederic M. Schweiger

		 	Frederic M. Schweiger, Chief Operating Officer


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
					
	THE PURCHASERS:
	
	THAYER STREET HOLDINGS LL, LLC
		
	By:	 	Thayer Street Holdings, LLC,
		 	Its Managing Member
			
		 	By:	 	 /s/ Joshua Koplewicz

		 	Name:	 	Joshua Koplewicz
		 	Title:	 	Authorized Signatory


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
			
	THE PURCHASERS:
	
	CROSS CREEK CAPITAL, L.P.
		
	By:	 	Cross Creek Capital GP, L.P.
		 	Its Sole General Partner
		
	By:	 	Cross Creek Capital, LLC
		 	Its Sole General Partner
		
	By:	 	Wasatch Advisors, Inc.
		 	Its Sole Member
		
	By:	 	 /s/ Karey Barker

	Name:	 	Karey Barker
	Title:	 	Vice President
	
	CROSS CREEK CAPITAL EMPLOYEES’ FUND, L.P.
		
	By:	 	Cross Creek Capital GP, L.P.
		 	Its Sole General Partner
		
	By:	 	Cross Creek Capital, LLC
		 	Its Sole General Partner
		
	By:	 	Wasatch Advisors, Inc.
		 	Its Sole Member
		
	By:	 	 /s/ Karey Barker

	Name:	 	Karey Barker
	Title:	 	Vice President


 SIGNATURE PAGE TO AMENDMENT AND CONSENT 







 
			
	THE PURCHASERS:
	
	INSTITUTIONAL VENTURE PARTNERS XIII, L.P.
		
	By:	 	Institutional Venture Management XIII, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Melanie Chladek

		 	CFO/Admin Partner


 SIGNATURE PAGE TO AMENDMENT AND CONSENT