EX-4.5




 Exhibit 4.5 

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWSOR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 
 WARRANT TO PURCHASE
STOCK 
  

			
		
	 Company:
		FitBit, Inc., a Delaware corporation
	 Number of Shares:
		As set forth in Paragraph A below
	 Type/Series of Stock:
		Series C Preferred Stock, $0.0001 par value per share
	 Warrant Price:
		As set forth in Paragraph A below
	 Issue Date:
		September 28, 2012
	 Expiration Date:
		September 27, 2019        See also Section 5.1(b).
	 Credit Facility:
		This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Subordinated Loan and Security Agreement of even date herewith between Silicon Valley Bank and the Company (as amended
and/or modified and in effect from time to time, the “Loan Agreement”).

 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (together with any
successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase up to such number of fully paid and non-assessable shares of the above-stated
Type/Series of Stock (the “Class”) of the above- named company (the “Company”) as determined pursuant to Paragraph A below, at a purchase price per share equal
to the Warrant Price (as defined below), subject to the provisions and upon the terms and conditions set forth in this Warrant. Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this Warrant to its
parent company, SVB Financial Group. 
 A. Number and Type/Series of Shares; Warrant Price. 

(1) Certain Definitions. As used herein, the following definitions have the respective meanings set forth below: 

“Acquisition” has the meaning given in Section 1.6(a) below. 

“Additional Securities” means any warrants or other rights to purchase or acquire shares of Common Stock, or shares
of preferred stock of the Company convertible into or exchangeable for shares of Common Stock, issued to the purchasers of Next Equity Financing Securities in the Next Equity Financing. 

“Common Stock” means the Company’s common stock, $0.0001 par value per share, and any securities of the Company
into or for which the outstanding shares of such common stock may be converted, reclassified, reorganized or exchanged. 

“Initial Warrant Price” means $8.00, as adjusted from time to time upon the occurrence of events described in
Section 2 hereof that occur on or after the Issue Date hereof. 








 “IPO” has the meaning given in Section 2.3 below. 

“Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant
set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes and in which the Company receives
aggregate gross cash proceeds of $1,000,000 or more. 
 “Next Equity Financing Effective Price” means a fraction,
(a) the numerator of which shall equal (i) the Next Equity Financing Price, plus (ii) the effective exercise or purchase price per share of Common Stock of the Additional Securities, if any, and (b) the denominator of which shall
equal (i) the number of shares of Common Stock into which one share of Next Equity Financing Securities is convertible, plus, only in the event that Additional Securities are issued, (ii) one (1). 

“Next Equity Financing Notice” has the meaning given in Section 3.3 below. 

“Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior
equity security (including, without limitation, a security of the unit type comprised of one or more shares of Company capital stock together with Additional Securities) sold or issued by the Company in the Next Equity Financing. 

“Next Equity Financing Price” means the lowest price per share for which Next 

Equity Financing Securities are sold or issued by the Company in the Next Equity Financing. 

“Warrant Effective Price” means the Initial Warrant Price divided by the number of shares of Common Stock into which
one share of the Class is convertible as determined pursuant to the Certificate of Incorporation. 
 (2) Warrant Price. The purchase
price per Share hereunder (the “Warrant Price”) shall be the Initial Warrant Price, subject to adjustment from time to time in accordance with the provisions of this Warrant; provided, that if the Next Equity Financing
Effective Price shall be less than the Warrant Effective Price, each determined as of immediately following the closing of the Next Equity Financing, then the “Warrant Price” shall be the Next Equity Financing Price from and after such
closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. 
 (3) Number of
Shares. This Warrant shall be exercisable for the Initial Shares, plus the Additional Shares, if any (collectively, the “Shares”). 

(a) Initial Shares. As used herein, “Initial Shares” means 50,625 shares of the Class, subject to adjustment
from time to time in accordance with the provisions of this Warrant. 
 (b) Additional Shares. Upon such date prior to the
expiration hereof (pursuant to 1.6(b) or otherwise), if any, as the aggregate of Mezzanine Term Advances (as defined in the Loan Agreement) made to the Company first exceeds $6,000,000 (regardless of whether any such Mezzanine Term Advance be then
still outstanding), this Warrant automatically shall become exercisable for 16,875 additional shares of the Class (the “Additional Shares”), subject to adjustment thereafter from time to time in accordance with the provisions
of this Warrant. 

  
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 SECTION 1. EXERCISE. 

1.1 Method of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the
Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a
check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 

1.2 Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in
Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall
issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: 
 X  =
Y(A-B)/A 
 where: 
  

			
	X  =		the number of Shares to be issued to the Holder;
		
	Y  =		the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);
		
	A  =		the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and
		
	B  =		the Warrant Price.

 1.3 Fair Market Value. If the Company’s Common Stock is then traded or quoted on a nationally
recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is Common Stock, the fair market value of a Share shall be the closing price or last sale price of a
share of Common Stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s Common Stock is then traded in a Trading Market and the
Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s Common Stock reported for the Business Day immediately before the
date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s Common Stock into which a Share is then convertible. If the Company’s Common Stock is not
traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment. 

1.4 Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in
Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor
representing the Shares not so acquired. 

  
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 1.5 Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation,
on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount. 

1.6 Treatment of Warrant Upon Acquisition of Company. 

(a) Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related
transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger
or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or
reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a
majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by
the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power. 

(b) Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s
stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to
Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately
prior to the consummation of such Acquisition. 
 (c) The Company shall provide Holder with written notice of its request relating to the
Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be
delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair
market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed
on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or
such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof. 

  
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 (d) Upon the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring,
surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the
unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant. 

(e) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements:
(i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all
required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this
Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities
that would be received by Holder in such Acquisition were Holder to exercise or convert this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state
securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition. 

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE. 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class
payable in Common Stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property
which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of
shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise,
into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 

2.2 Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are
reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and
series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this
Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events. 

2.3 Conversion of Preferred Stock. If the Class is a class and series of the Company’s convertible preferred stock, in the event
that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into Common Stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection
with the Company’s initial, underwritten public offering and sale of its Common Stock pursuant to an effective 

  
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registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be
exercisable for such number of shares of Common Stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately
prior to such conversion divided by the number of shares of Common Stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. 

2.4 Adjustments for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the number of
shares of Common Stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on
and as of the date of any such required adjustment. 
 2.5 No Fractional Share. No fractional Share shall be issuable upon exercise
of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying
Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price. 

2.6 Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the
Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request
from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment. 

2.7 Pay to Play Adjustments. Notwithstanding the definition of Class herein, if Pay to Play Provisions are at any time during the term
of this Warrant applied to the outstanding shares of the Class, then from and after such application, “Class” shall mean that class and series of the Company’s securities that a holder of outstanding shares of the Class as of
immediately prior to such application would have received or retained had such holder participated in the manner necessary to receive or retain the class and series of the Company’s securities having the relative rights, powers, privileges and
preferences more favorable to the holder. As used herein, “Pay to Play Provisions” means provisions set forth in the Company’s Certificate of Incorporation or elsewhere that require holders of the outstanding shares of the Class to
participate in a subsequent round of equity financing of the Company or lose all or a portion of the benefit of anti-dilution protection or any other right, power, privilege or preference applicable to such shares or have such shares automatically
convert to Common Stock or another class or series of Company capital stock. 
 SECTION 3. REPRESENTATIONS AND COVENANTS OF THE
COMPANY. 
 3.1 Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:

 (a) As of the Issue Date, the Common Stock conversion ratio of the Series C Stock is 4:1. 

  
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 (b) All Shares which may be issued upon the exercise of this Warrant, and all securities, if
any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable
federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, Common Stock and other securities as
will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into Common Stock or such other securities. 

(c) The Company’s capitalization table attached hereto as Schedule lis true and complete, in all material respects, as of the Issue
Date. 
 3.2 Notice of Certain Events. If the Company proposes at any time to: 

(a) declare any dividend or distribution upon the outstanding shares of the Class or Common Stock, whether in cash, property, stock, or other
securities and whether or not a regular cash dividend; 
 (b) offer for subscription or sale pro rata to the holders of the outstanding
shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights); 

(c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the
Class; 
 (d) effect an Acquisition or to liquidate, dissolve or wind up; or 

(e) effect an IPO; 
 then, in connection with
each such event, the Company shall give Holder: 
 (1) in the case of the matters referred to in (a) and (b) above,
at least seven (7) Business Days prior written notice of the earlier to occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which
the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any; 
 (2) in
the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will
be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and 

(3) with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company
proposes to file its registration statement in connection therewith. 
 Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be
exercised pursuant to 
 Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition


  
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as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting
requirements. Holder agrees to treat and hold all information provided by the Company hereunder in confidence in accordance with the provisions of Section 12.10 of the Loan Agreement. 

3.3 Next Equity Financing Notice. The Company shall provide written notice (the “Next Equity Financing Notice”)
to Holder of the Next Equity Financing not later than seven (7) days prior to the closing thereof, which notice shall specify the material terms and conditions (including, without limitation, price) thereof and the principal investor purchasers
therein. 
 SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. 

The Holder represents and warrants to the Company as follows: 

4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired
for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring
this Warrant or the Shares. 
 4.2 Disclosure of Information. Holder is aware of the Company’s business affairs and financial
condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has
had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such
information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access. 

4.3 Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial
risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such
knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the
Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons. 

4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the
Act. 
 4.5 The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under
the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued
upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is
aware of the provisions of Rule 144 promulgated under the Act. 

  
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 4.6 No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights
until the exercise of this Warrant. 
 SECTION 5. MISCELLANEOUS. 

5.1 Term; Automatic Cashless Exercise Upon Expiration. 

(a) Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time
to time on or before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter. 
 (b) Automatic Cashless Exercise upon
Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect
on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the
Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder. 

5.2 Legends. Each certificate evidencing Shares (and each certificate evidencing securities issued upon conversion of any Shares, if
any) shall be imprinted with a legend in substantially the following form: 
 THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO SILICON VALLEY BANK DATED
SEPTEMBER 28, 2012, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR
OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 
 5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares
issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state
securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company
shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder, provided that any such transferee is an “accredited investor”
as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act. 

  
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 5.4 Transfer Procedure. After receipt by Silicon Valley Bank of the executed Warrant,
Silicon Valley Bank will transfer all of this Warrant to its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in
Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial Group
and any subsequent Holder may transfer all or part of this Warrant or the Shares issued upon exercise of this Warrant (or the securities issued upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such
transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer
identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall
agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent,
transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes
with the Company, except in connection with an Acquisition of the Company by such a direct competitor. 
 5.5 Notices. All notices
and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business
Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first
Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to
time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise: 

SVB Financial Group 
 Attn:
Treasury Department 
 3003 Tasman Drive, HC 215 

Santa Clara, CA 95054 
 Notice
to the Company shall be addressed as follows until Holder receives notice of a change in address: 
 FitBit, Inc. 

Attn: Meena Srinivasan, VP 
 150
Spear Street, Suite 200 
 San Francisco, CA 94105 

  
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 With a copy (which shall not constitute notice) to: 

DLA Piper LLP (US) 
 Attn:
Howard Rosenblum, Esq. 
 33 Arch Street, 26th Floor 

Boston, MA 02110 
 5.6
Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against
which enforcement of such change, waiver, discharge or termination is sought. 
 5.7 Attorneys’ Fees. In the event of any
dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

 5.8 Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall
constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

 5.9 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without
giving effect to its principles regarding conflicts of law. 
 5.10 Headings. The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant. 
 5.11 Business Days.
“Business Day” is any day that is not a Saturday, Sunday or a day on which Silicon Valley Bank is closed. 
 [Remainder
of page left blank intentionally] 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by
their duly authorized representatives effective as of the Issue Date written above. 
  

			
	“COMPANY”
	
	FITBIT, INC.
		
	By:		 /s/ James Park

	Name:		 JAMES PARK

			(Print)
	Title:		PRESIDENT & CEO
	
	“HOLDER”
	
	SILICON VALLEY BANK
		
	By:		 /s/ Matthew Wright

	Name:		 Matthew Wright

			(Print)
	Title:		RM


  
 12 









 APPENDIX 1 

NOTICE OF EXERCISE 
 1.
The undersigned Holder hereby exercises its right to purchase                    shares of the
Common/Series            Preferred [circle one] Stock
of                    (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment
of the aggregate Warrant Price for such shares as follows: 
  

			
	 [    ]
		check in the amount of $            payable to order of the Company enclosed herewith
		
	 [    ]
		Wire transfer of immediately available funds to the Company’s account
		
	 [    ]
		Cashless Exercise pursuant to Section 1.2 of the Warrant
		
	 [    ]
		Other
[Describe]                                       
                                         
                        

 2. Please issue a certificate or certificates representing the Shares in the name specified below: 

 

	
	  

	 Holder’s Name

	
	  

	
	  

	 (Address)


 3. By its execution below and for the benefit of the Company, Holder hereby restates each of the
representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof. 
  

			
	HOLDER:
	
	  

		
	By:		  

	Name:		  

	Title:		  

	(Date):		  




  
 Appendix 1 









 SCHEDULE 1 

Company Capitalization Table 

See attached 

  
 Schedule 1 









  
 



 
  

																			
	 	  	 	  	 	 	  	 	 	  	Post Common
Stock Dividend	 	 	As if converted**	 
	 	  	 	  	Authorized	 	  	Outstanding	 	  	Outstanding	 	 	Outstanding	 
	 Common:
	  	$0.0010 per share	  				  				  				 			
		  	 COMMON STOCK
	  	 	68,000,000	  	  	 	3,060,000	  	  	 	12,240,000	  	 	 	12,240,000	  
						
	 Series A:
	  	$0.50 per share	  				  				  				 			
		  	 SERIES A PREFERRED STOCK
	  	 	850,000	  	  	 	850,000	  	  	 	850,000	  	 	 	3,400,000	  
						
	 Series A-1:
	  	$1.09974 per share	  				  				  				 			
		  	 SERIES A-1 PREFERRED STOCK
	  	 	1,864,076	  	  	 	1,864,076	  	  	 	1,864,076	  	 	 	7,456,304	  
						
	 Series B:
	  	$2.58961 per share	  				  				  				 			
		  	 SERIES B PREFERRED STOCK
	  	 	3,530,000	  	  	 	3,475,426	  	  	 	3,475,426	  	 	 	13,901,704	  
						
	 Series C:
	  	$4.01423 per share	  				  				  				 			
		  	 SERIES C PREFERRED STOCK
	  	 	5,000,000	  	  	 	3,006,667	  	  	 	3,006,667	  	 	 	12,026,668	  
						
	 Series B Warrants:
	  		  				  				  				 			
		  	 SERIES B WARRANTS
	  				  	 	52,130	  	  	 	52,130	  	 	 	208,520	  
						
	 Series C Warrants:
	  		  				  				  				 			
		  	 SERIES C WARRANTS
	  				  	 	4,750	  	  	 	4,750	  	 	 	19,000	  
						
	 Stock Options:
	  	 Option Pool
	  				  				  				 			
		  	 Options Grants
	  				  	 	1,908,480	  	  	 	7,633,920	  	 	 	7,633,920	  
		  	 Options available for Grant
	  				  				  	 	(6,651,025	) 	 	 	(6,651,025	) 
		  		  				  				  	 	982,895	  	 	 	982,895	  
						
		  	 TOTAL FULLY DILUTED SHARES OUTS]
	  	 	79,244,076	  	  	 	14,221,529	  	  	 	29,126,969	  	 	 	56,886,116	  

  

	*	A 3 for 1 common stock dividend was issued at the close of the Series C financing in Sept 2011 


	**	Assuming conversion of Preferred to common