EX-4.3




 Exhibit 4.3 

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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE
OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 

WARRANT TO PURCHASE STOCK 
  

			
	Company:		FITBIT, INC., a Delaware corporation
	Number of Shares:		23,166
	Class of Stock:		Series B Preferred
	Warrant Price:		$2.58961 per share
	Issue Date:		June 10, 2011
	Expiration Date:		The 7th anniversary after the Issue Date
	Credit Facility:		This Warrant is issued in connection with the Growth Capital Advances referenced in the Loan and Security Agreement between Company and Silicon Valley Bank dated of even date herewith.

 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (Silicon Valley Bank,
together with any registered holder from time to time of this Warrant or any holder of the shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the
class of securities (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

 ARTICLE 1. EXERCISE. 
 1.1 Method
of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in
Article 1.2, Holder shall also deliver to the Company a check, wire transfer (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 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this
Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares
by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3. 

  
 1 









 1.3 Fair Market Value. If the Company’s common stock is traded in a public market and
the Shares are common stock, the fair market value of each Share shall be the closing price of a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or in the instance where the Warrant is
exercised immediately prior to the effectiveness of the Company’s initial public offering, the “price to public” per share price specified in the final prospectus relating to such offering). If the Company’s common stock is
traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the business day immediately before Holder delivers its Notice of
Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the initial “price to public” per share price specified in the final
prospectus relating to such offering), in both cases, multiplied by the number of shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of
Directors of the Company shall determine fair market value in its reasonable good faith judgment. 
 1.4 Delivery of Certificate and New
Warrant. Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has
not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 
 1.5 Replacement of
Warrants. 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 and amount to the Company or, in the case of mutilation or surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 

1.6 Treatment of Warrant Upon Acquisition of Company. 

1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale of all or substantially all of
the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving
entity after the transaction. 
 1.6.2 Treatment of Warrant at Acquisition. 

A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration is
cash, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant,
this Warrant will expire upon the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the foregoing (together with such reasonable information as Holder may request in connection with
such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

  
 2 









 B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an
“arms length” sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall
exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue
until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide Holder with written notice of its request relating to the foregoing (together with such reasonable
information as Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

C) Upon the closing of any Acquisition other than those particularly described in subsections (A) and (B) above, the successor entity shall assume
the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were
outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. 
 As
used herein “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of Company, any person or entity that controls or is controlled by or is under common
control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable. 

ARTICLE 2. ADJUSTMENTS TO THE SHARES. 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares payable in common stock, or other securities,
then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the
dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increase the amount of stock into which the Shares are convertible, the number of shares
purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares 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 reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled
to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange,
substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s


  
 3 









 
Certificate of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder an amendment to this
Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the
number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this
Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events. 
 2.3 Adjustments for Diluting Issuances. The Warrant Price and the
number of Shares issuable upon exercise of this Warrant or, if the Shares are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to 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. The provisions set forth for the Shares in the Company’s Certificate of Incorporation relating
to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such
amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder. 

In the event that any “pay-to-play” terms or conditions (i.e. terms or conditions that require a holder of the Company’s
preferred stock to purchase securities in a future round of equity financing or else lose the benefit of antidilution protection applicable to the shares of preferred stock issuable upon exercise of this Warrant or have such shares of preferred
stock automatically convert to common stock or convert to another class and series of the Company’s capital stock) in the Certificate of Incorporation, or other agreement among the Company and its stockholders are triggered in connection with
the consummation of any private offering of securities of the Company after the Issue Date at a price per share lower than the Warrant Price then in effect (such offering being referred to herein as a “Down Round”) or otherwise after the
date hereof, then in such event, this Warrant shall automatically adjust to become exercisable for the same securities and/or rights that Holder would have received had Holder participated in the Down Round to its full pro rata share with respect to
the preferred stock issuable upon exercise of this Warrant (e.g., if the Warrant provides for the purchase of Series B Preferred Stock, and the Company after the Issue Date consummates a Down Round in which those holders of Series B Preferred Stock
who participate to their full pro rata share in such Down Round become entitled to exchange Series B Preferred Stock for Series B-2 Preferred Stock and those holders of Series B Preferred Stock who do not participate to their full pro rata share
will have their Series B Preferred Stock converted into common stock, then this Warrant would automatically adjust to provide the right to purchase Series B-2 Preferred Stock instead of common stock). 

  
 4 









 2.4 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation
or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed
under this Warrant by the Company. 
 2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion 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 or conversion of the Warrant, the Company shall eliminate such fractional share interest by
paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share. 
 2.6 Certificate as
to Adjustments. Upon each adjustment of the Warrant Price, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial
Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of
adjustments leading to such Warrant Price. 
 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 

3.1 Representations and Warranties. The Company represents and warrants to Holder as follows: 

(a) The initial Warrant Price referenced on the first page of this Warrant is not greater than (i) the price per share at which the
Shares were issued under the                  Stock Purchase Agreement dated as of
                     which was the last issuance of Shares in an arms-length transaction in which at least $500,000 of the Shares were sold which was
the last issuance of Shares. 
 (b) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and
all securities, if any, issuable upon conversion of the Shares, shall, upon issuance and payment of the exercise price as provided hereunder, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances
except for restrictions on transfer provided for herein or under applicable federal and state securities laws. 
 (c) The Company’s
capitalization table attached hereto as Schedule 1 is true and correct as of the Issue Date. 
 3.2 Notice of Certain Events.
If the Company proposes at any time (a) to declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale any shares of
the Company’s capital stock (or other securities convertible into such capital stock), other than (i) pursuant to the Company’s stock option or other compensatory plans, (ii) in connection with commercial credit arrangements or
equipment financings, or (iii) in connection with strategic transactions for purposes other than capital raising; (c) to effect any reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or into any
other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public 

  
 5 









 
offering of the Company’s securities for cash, then, in connection with each such event, the Company shall give Holder: (1) at least 10 days prior written notice of 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 common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in
(a) and (b) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock
will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such
registration rights. Company will also provide information requested by Holder reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. 

3.3 Registration Under Securities Act of 1933, as amended. Subject to Section 5.11 below, the Company agrees that the Shares or,
if the Shares are convertible into common stock of the Company, such common stock, shall have (i) certain “piggyback” registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar
agreement (as amended from time to time, the “Rights Agreement”), and (ii) to the extent allowable under the Rights Agreement, certain S-3 registration rights pursuant to and as set forth in the Rights Agreement. The provisions set
forth in the Company’s Rights Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver
affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder. 

3.4 No Shareholder Rights. Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until
the exercise of this Warrant. 
 ARTICLE 4. REPRESENTATIONS, WARRANTIES OF HOLDER. 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 will be 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 Holder has not been formed for the specific purpose of acquiring
this Warrant or the Shares. 
 4.2 Disclosure of Information. Holder 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. 

  
 6 









 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 or conversion 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 Holder’s investment intent as expressed herein. Holder understands that this Warrant and
the Shares issued upon any exercise or conversion 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. 
 ARTICLE 5. MISCELLANEOUS. 

5.1 Term. This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date. 

5.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any)
shall be imprinted with a legend in substantially the following form: 
 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
 5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable
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 without 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


  
 7 









 
Silicon Valley Bank (“Bank”) to provide an opinion of counsel if the transfer is to Bank’s parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other
affiliate of Bank. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule
144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. 

5.4 Transfer Procedure. After receipt by Bank of the executed Warrant, Bank will transfer all of this Warrant to SVB Financial Group by
execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 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 issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, 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 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). The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded. 

5.5 Notices. All notices and other communications from the Company to Holder, or vice versa, shall be deemed delivered and effective
when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or Holder, as the case may (or on the first business day after transmission by facsimile) be, in
writing by the Company or such Holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, 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, HA 200 
 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 
 625 Market Street, Suite 1400 

San Francisco, CA 94105 

  
 8 









 5.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or
terminated 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 [Reserved]. 
 5.9
Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. 

5.10 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. 
 5.11 Joinder. Upon exercise of this Warrant and provided that the
Rights Agreement is still in effect, the Company shall use its commercially reasonable efforts to cause the Rights Agreement to be amended so that the Holder will be able to execute a joinder agreement (or amendment or similar agreement) to the
Rights Agreement to cause the Holder to become a party to the Rights Agreement as a “Holder” of “Registrable Securities” thereunder with the registration rights described in Section 3.3 above (subject to the terms and
conditions of the Rights Agreement). 
 [Signature page follows.] 

  
 9 










			
	“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:		Relationship Manager II









 SCHEDULE 1 

CAPITALIZATION TABLE 

[See attached.] 








  
 



 
 Capitalization Table – June 8, 2011 

 

									
	 	  	Authorized	 	  	Outstanding	 
	 Common Stock
	  	 	11,000,000	  	  	 	3,060,000	  
	 Preferred Stock
	  				  			
	 Series A
	  	 	850,000	  	  	 	850,000	  
	 Series A-1
	  	 	1,864,076	  	  	 	1,864,076	  
	 Series B
	  	 	3,530,000	  	  	 	3,475,426	  
	 Series B Warrants
	  				  	 	52,128	  
	 Options Outstanding
	  				  	 	895,394	  
	 Options available for grant
	  				  	 	252,427	  
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
		 	17,244,076	  		 	10,449,451	  
		  	  
	  
	 	  	  
	  
	 









 APPENDIX 1 

NOTICE OF EXERCISE 

1. Holder elects to purchase                  shares of the
Common/Series                  Preferred [strike one] Stock of FITBIT, INC. pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of
the shares in full. 
 [or] 

1. Holder elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is
exercised for                  of the Shares covered by the Warrant. 

[Strike paragraph that does not apply.] 

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

 

			
	  
		
	 Holders Name
		
		
	  
		
	  
		
	 (Address)
		

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

			
	HOLDER:
	  

		
	By:		  

	Name:		  

	Title:		  

	(Date):		  











 APPENDIX 2 

ASSIGNMENT 
 For
value received, Silicon Valley Bank hereby sells, assigns and transfers unto 
  

					
			Name:		SVB Financial Group
			Address:		3003 Tasman Drive (HA-200)
					Santa Clara, CA 95054
			
			Tax ID:		

 that certain Warrant to Purchase Stock issued by FITBIT, INC. (the “Company”), on June
    , 2011 (the “Warrant”) together with all rights, title and interest therein. 
  

			
	SILICON VALLEY BANK
		
	By:		  

	Name:		  

	Title:		  




Date:                    

 By its execution below, and for the benefit of the Company, SVB Financial Group makes each of the representations and warranties set forth in Article 4
of the Warrant and agrees to all other provisions of the Warrant as of the date hereof. 
  

			
	SVB FINANCIAL GROUP
		
	By:		  

	Name:		  

	Title:		  











 FIRST AMENDMENT 

TO 
 WARRANT TO PURCHASE
STOCK 
 This First Amendment to Warrant to Purchase Stock (this “Amendment”) is entered into as of April 6,
2012, by and between SVB Financial Group (f/k/a Silicon Valley Bancshares) (“Holder”) and Fitbit, Inc., a Delaware corporation (“Company”) whose address is 625 Market Street, Suite 1400, San Francisco, CA 94105. 

RECITALS 

A. Company executed and delivered to Silicon Valley Bank (“Bank”) that certain Warrant to Purchase Stock dated June 10,
2011 (the “Warrant”), which Warrant was then assigned by Bank to Holder. 
 B. Concurrently herewith, Bank and Company are
entering into that certain First Amendment to Loan and Security Agreement dated April 6, 2012 (the “First Amendment”), which amends that certain Loan and Security Agreement by and between Bank and Company dated as of June 10, 2011 (as
the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”). 
 C. In
connection with the execution of the First Amendment, the parties have agreed to amend the Warrant as more fully set forth below. 

AGREEMENT 

Now, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1. Definitions.
Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Warrant. 
 2. Amendment to
Warrant. 
 2.1 Section 2.1 (Stock Dividends, Splits, Etc.) The second sentence of Section 2.1 of the Warrant is amended
in its entirety and replaced with the following: 
 If, after the date hereof, the Company subdivides the Shares 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. 

3. Limitation of Amendment. 

3.1 The amendment set forth in Section 2 above is effective for the purposes set forth herein and shall be limited precisely as
written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of the Warrant, or (b) otherwise prejudice any right or remedy which Holder may now have or may have in the future
under or in connection with the Warrant. 

  
 1 









 4. Integration. This Amendment and the Warrant represent the entire agreement about this
subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Warrant merge into this
Amendment and the Warrant. 
 5. Counterparts. This Amendment may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same instrument. 
 [Signature page follows.] 

  
 2 









 IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered as of the date first written above. 
  

									
	HOLDER				THE COMPANY
			
	SVB Financial Group				Fitbit, Inc.
					
	By:		 /s/ Matthew Wright
				By:		 /s/ JAMES PARK

	Name:		Matthew Wright				Name:		JAMES PARK
	Title:		RM				Title:		PRESIDENT & CEO

 [First Amendment to Warrant to Purchase Stock]