EX-4.2




 Exhibit 4.2 

Execution Copy 
 FITBIT, INC.

 THIRD AMENDED AND RESTATED 

INVESTORS’ RIGHTS AGREEMENT 

June 6, 2013 








 THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of June, 2013,
by and among FITBIT, INC., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor”, and James Park and Eric Friedman (the “Key
Holders”). 
 RECITALS 

WHEREAS, in connection with the purchase by certain of the Investors of Series C Preferred Stock (“Series C Preferred Stock”)
pursuant to a certain Series C Preferred Stock Purchase Agreement dated as of September 27, 2011, as amended (the “Series C Agreement”), the Company and certain of the Investors entered into that certain Second Amended and Restated
Investor’s Rights Agreement dated as of September 27, 2011, as amended (the “Original Agreement”); 
 WHEREAS,
the Company and certain of the Investors are parties to the Series D Preferred Stock Purchase Agreement of even date herewith (the “Series D Agreement”); and 

WHEREAS, in order to induce such Investors to purchase Series D Preferred Stock (the “Series D Preferred Stock” and together
with the Company’s Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, the “Preferred Stock”) and invest funds in the Company pursuant to the Series D Agreement, the Investors
and the Company hereby agree that this Agreement shall restate the Original Agreement and shall govern the rights of the Investors to cause the Company to register shares of Common Stock issued or issuable to them and certain other matters as set
forth herein; 
 NOW, THEREFORE, THE PARTIES HEREBY AGREE TO RESTATE THE ORIGINAL AGREEMENT TO READ IN ITS ENTIRETY AS FOLLOWS: 

1. Registration Rights. The Company covenants and agrees as follows: 

1.1 Definitions. For purposes of this Section 1: 

(a) The term “Act” means the Securities Act of 1933, as amended. 

(b) The term “Form S-3” means such form under the Act as in effect on the date hereof or any registration form under the Act
subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC. 

(c) The term “Holder” means any person owning or having the right to acquire Registrable Securities or any assignee thereof in
accordance with Section 1.11 hereof. 








 (d) The term “Initial Offering” means the Company’s first firm commitment
underwritten public offering of its Common Stock under the Act. 
 (e) The term “1934 Act” means the Securities Exchange Act of
1934, as amended. 
 (f) The terms “register,” “registered,” and “registration” refer to a registration
effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document. 

(g) The term “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock,
including but not limited to shares of Series B Preferred Stock or Series C Preferred Stock issuable upon exercise of the Warrants, and (ii) solely for purposes of registrations pursuant to Sections 1.3 and 1.4, shares of Common Stock held by
the Key Holders, and in the case of each of (i) and (ii), any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with
respect to, or in exchange for, or in replacement of, the shares referenced in (i) or (ii) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which his rights under this Section 1
are not assigned. 
 (h) The number of shares of “Registrable Securities” outstanding shall be determined by the number of shares
of Common Stock outstanding that are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities that are, Registrable Securities. 

(i) The term “Rule 144” shall mean Rule 144 under the Act. 

(j) The term “SEC” shall mean the Securities and Exchange Commission. 

(k) The term “Common Stock” means shares of the Company’s common stock, $.0001 par value. 

(l) The term “Warrants” shall mean (a) those certain warrants to purchase shares of Series B Preferred Stock issued to those
Investors who provided bridge loans for the Company in July 2009, (b) subject to the exercise thereby and execution by the holder of a joinder to this Agreement, the warrant issued to Silicon Valley Bank in June 2011; and (c) subject to
the exercise thereby and execution by the holder of a joinder to this Agreement, the warrants issued to Silicon Valley Bank and WestRiver Mezzanine Loans, LLC in September 2012. 

1.2 Request for Registration. 

(a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) June 6,
2016 or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of fifty-one percent 

  
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(51%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the
Act covering the registration of Registrable Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use
all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days
of the mailing of the Company’s notice pursuant to this Section 1.2(a). 
 (b) If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice
referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such
Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall
be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including
Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders
of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other
securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company
may include securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. 

(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: 

(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting
such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or 

(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared
or ordered effective; or 

  
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 (iii) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing
in good faith all commercially reasonable efforts to cause such registration statement to become effective; or 
 (iv) if the Initiating
Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or 
 (v) if
the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the
Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period
of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the
Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock
plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement
covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). 

1.3 Company Registration. 

(a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the
Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities of participants in a
Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a
registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall,
at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company
shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered. 

(b) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under
this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with
Section 1.7 hereof. 

  
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 (c) Underwriting Requirements. In connection with any offering involving an underwriting
of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between
the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters
determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of
securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities,
including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering, and such limitation will be imposed as follows: first, the securities held by any holder of Common Stock not
having any such contractual, incidental registration rights shall be excluded from such registration to the extent required by such underwriter, and if a limitation on the number of shares is still required, then shares of Common Stock of the
Company held by the Key Holders, directors and employees of the Company shall be excluded from such registration to the extent required by such underwriter, and if a limitation on the number of shares is still required, then Registrable Securities
(other than those already excluded above) shall be excluded from registration to the extent required by such underwriter on a pro rata basis (based upon the number of Registrable Securities then held) among all holders of Registrable Securities. In
the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata
among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. For purposes of the preceding sentence concerning
apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder,
or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such
“selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. 

1.4 Form S-3 Registration. In case the Company shall receive from the Holders of at least ten percent (10%) of the Registrable
Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, the Company shall: 
 (a) promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other Holders; and 
 (b) use all commercially reasonable efforts to
effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’


  
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Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written
request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this section 1.4:

 (i) if Form S-3 is not available for such offering by the Holders; 

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $5,000,000; 

(iii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by
the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration
statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such
right shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty
(120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any
form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is
Common Stock issuable upon conversion of debt securities that are also being registered); 
 (iv) if the Company has, within the twelve
(12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; or 

(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or compliance. 
 (c) If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice
referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). 

  
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 (d) Subject to the foregoing, the Company shall file a registration statement covering the
Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as
requests for registration effected pursuant to Sections 1.2. 
 1.5 Obligations of the Company. Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 
 (a)
prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a
majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the Registration Statement has
been completed; 
 (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used
in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement; 

(c) furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of
the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; 

(d) use all commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions; 
 (e) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; 

(f) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; 

(g) cause all such Registrable Securities registered pursuant to this Section 1 to be listed on a national exchange or trading system
and on each securities exchange and trading system on which similar securities issued by the Company are then listed; and 

  
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 (h) provide a transfer agent and registrar for all Registrable Securities registered pursuant to
this Agreement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration. 

Notwithstanding the provisions of this Section 1, the Company shall be entitled to postpone or suspend, for a reasonable period of time,
the filing, effectiveness or use of, or trading under, any registration statement if the Company shall determine that any such filing or the sale of any securities pursuant to such registration statement would in the good faith judgment of the Board
of Directors of the Company: 
 (i) materially impede, delay or interfere with any material pending or proposed financing, acquisition,
corporate reorganization or other similar transaction involving the Company for which the Board of Directors of the Company has authorized negotiations; 

(ii) materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the
Company; or 
 (iii) require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to
the interests of the Company and its stockholders; provided, however, that during any such period all executive officers and directors of the Company are also prohibited from selling securities of the Company (or any security of any of
the Company’s subsidiaries or affiliates). 
 In the event of the suspension of effectiveness of any registration statement pursuant to
this Section 1.5, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such registration statement was suspended.

 1.6 Information from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to
this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of
such securities as shall be reasonably required to effect the registration of such Holder’s Registrable Securities. 
 1.7 Expenses
of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4, including (without limitation) all registration, filing
and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders (not to exceed $25,000) shall be borne by the Company.
Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of
the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn
registration), unless, in the case of a 

  
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registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2 and
provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn
the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2 and 1.4. 

1.8 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1. 

1.9 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 1: 

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, officers, directors and
stockholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act,
against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state in such registration
statement a material fact required to be stated therein, or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Act, the 1934 Act, any state securities laws or any rule or
regulation promulgated under the Act, the 1934 Act or any state securities laws, and the Company will reimburse each such Holder, underwriter, controlling person or other aforementioned person for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection 1.9(a) shall not apply to amounts paid
in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such
loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any
such Holder, underwriter, controlling person or other aforementioned person; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder or underwriter or
other aforementioned person, or any person controlling such Holder or underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the most current prospectus was not sent
or given by or on behalf of such Holder or underwriter or other aforementioned person to such person, if 

  
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required by law to have been so delivered, at or prior to the written confirmation of the sale of the shares to such person, and if the prospectus (as so amended or supplemented) would have cured
the defect giving rise to such loss, claim, damage or liability. 
 (b) To the extent permitted by law, each selling Holder will indemnify
and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, legal counsel and accountants for the Company, any
underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in
connection with such registration; and each such Holder will reimburse any person intended to be indemnified pursuant to this subsection 1.9(b) for any legal or other expenses reasonably incurred by such person in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection 1.9(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and provided that in no event shall any indemnity under this subsection 1.9(b) exceed the net proceeds
from the offering received by such Holder. 
 (c) Promptly after receipt by an indemnified party under this Section 1.9 of notice of
the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.9, deliver to the indemnifying party a written
notice of the commencement thereof and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof
with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between
such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.9 to the extent of such prejudice, but the omission to so deliver written notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.9. 
 (d) If the
indemnification provided for in this Section 1.9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying
party, in 

  
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lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in
such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions that resulted in such loss, liability, claim, damage
or expense, as well as any other relevant equitable considerations; provided, however, that no contribution by any Holder, when combined with any amounts paid by such Holder pursuant to Section 1.9(b), shall exceed the net proceeds from the
offering received by such Holder. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. 
 (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 

(f) The obligations of the Company and Holders under this Section 1.9 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1 and otherwise. 
 1.10 Reports Under the 1934 Act. With a view to
making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3,
the Company agrees to: 
 (a) make and keep public information available, as those terms are understood and defined in Rule 144, at all
times after the effective date of the Initial Offering; 
 (b) file with the SEC in a timely manner all reports and other documents
required of the Company under the Act and the 1934 Act; and 
 (c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement
filed by the Company), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies),
(ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to avail any Holder of any rule or
regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form. 

  
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 1.11 Assignment of Registration Rights. The rights to cause the Company to register
Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities that (i) is a subsidiary, parent, partner, limited partner, retired
partner or stockholder of a Holder, (ii) is a Holder’s family member or trust for the benefit of an individual Holder, or (iii) after such assignment or transfer, holds at least 250,000 shares of Registrable Securities (subject to
appropriate adjustment for stock splits, stock dividends, combinations or the like), provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including, without
limitation, the provisions of Section 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.

 1.12 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the
prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include
any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration
only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included (provided that the Company may grant “piggyback” registration rights upon approval of such
grant by the unanimous consent of the Board of Directors of the Company) or (b) to demand registration of their securities. 
 1.13
“Market Stand-Off” Agreement. 
 (a) Each Holder hereby agrees that it will not, without the prior written consent of the
managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one
hundred eighty (l80) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (x) the publication or other distribution of research reports and (y) analyst recommendations and
opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock held immediately prior to the effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this
Section 1.13 shall apply only to the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an 

  
 12 









 
underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter
into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 1.13 and shall have the right, power and authority to enforce the provisions hereof as
though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 1.13 or that are necessary to
give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares
subject to such agreements. 
 In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to
the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. 

(b) Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable
Securities of each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 1.13): 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF
THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH
LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. 
 1.14 Termination of Registration Rights. No Holder shall be entitled to
exercise any right provided for in this Section 1 (i) after five (5) years following the consummation of the Initial Offering, (ii) as to any Holder holding less than one percent (1%) of the outstanding capital stock of the
Company (on an as-converted basis), such time after the Initial Offering at which such Holder (together with any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can sell all Registrable Securities held by such
Holder in any three (3)-month period without registration in compliance with Rule 144 or (iii) after the consummation of a Liquidation Event, as that term is defined in the Company’s Amended and Restated Certificate of Incorporation (as
amended from time to time). 

  
 13 









 2. Covenants of the Company. 

2.1 Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that
holds at least 500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) (a “Major Investor”): 

(a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, an
income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail,
prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; 

(b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of
each fiscal year of the Company, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter. 

(c) within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows and balance sheet for
and as of the end of such month, in reasonable detail; 
 (d) as soon as practicable, but in any event at least thirty (30) days prior
to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or
revised budgets prepared by the Company; 
 (e) with respect to the financial statements called for in subsections (b) and (c) of
this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the
exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment; provided, that the President or Chief
Financial Officer of the Company may rely upon the advice of third parties in connection with furnishing such certifying instrument; and 

(f) such other information relating to the financial condition, business or corporate affairs of the Company as the Major Investor may from
time to time request, provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a trade secret or similar
confidential information. 
 2.2 Inspection. The Company shall permit each Major Investor, at such Major Investor’s expense, to
visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Major Investor;
provided, however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information that it reasonably considers to be a trade secret or similar confidential information. 

  
 14 









 2.3 Termination of Information and Inspection Covenants. The covenants set forth in
Sections 2.1 and 2.2 shall terminate and be of no further force or effect upon the earlier to occur of (i) the consummation of the sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the
firm commitment underwritten offering of its securities to the general public, (ii) when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act, whichever event shall first occur or
(iii) the consummation of a Liquidation Event, as that term is defined in the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time). 

2.4 Right of First Offer. Subject to the terms and conditions specified in this Section 2.4, the Company hereby grants to each
Major Investor and Key Holder (the “Rights Holders”), a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.4, the term “Major Investor”
includes any general partners and affiliates of a Major Investor. A Rights Holder shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate.

 Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of,
its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Rights Holder in accordance with the following provisions: 

(a) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) to the Rights Holders stating (i) its
bona fide intention to offer such Shares, (ii) the number of such Shares to be offered and (iii) the price and terms upon which it proposes to offer such Shares. 

(b) By written notification received by the Company within fifteen (15) calendar days after the giving of Notice, each Rights Holder may
elect to purchase, at the price and on the terms specified in the Notice, up to that portion of such Shares that equals the proportion that the number of shares of Common Stock that are Registrable Securities issued and held by such Rights Holder
(assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and
exercisable securities then outstanding). The Company shall promptly, in writing, inform each Rights Holder that elects to purchase all the shares available to it (a “Fully-Exercising Investor”) of any other Rights Holder’s failure to
do likewise. During the ten (10) day period commencing after such information is given, each Fully-Exercising Investor may elect to purchase that portion of the Shares for which Rights Holders were entitled to subscribe, but which were not
subscribed for by the Rights Holders, that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or
issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares. 

  
 15 









 (c) If all Shares that Rights Holders are entitled to obtain pursuant to subsection 2.4(b) are
not elected to be obtained as provided in subsection 2.4(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in subsection 2.4(b) hereof, offer the remaining unsubscribed portion of such
Shares to any person or persons at a price not less than that, and upon terms no more favorable to the offeree than those, specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if
such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Rights Holders in accordance
herewith. 
 (d) The right of first offer in this Section 2.4 shall not be applicable to (i) the issuance or sale of shares of
Common Stock (or options therefor) to employees, directors, consultants and other service providers for the primary purpose of soliciting or retaining their services pursuant to plans or agreements approved by the Company’s Board of Directors
including with respect to any plans (or amendments thereto) adopted after the date hereof, two directors elected solely by any of the holders of Series A-1 Preferred Stock, the holders of Series B Preferred Stock or the holders of Series D Preferred
Stock (each a “Preferred Director” and collectively the “Preferred Directors”); (ii) the issuance of securities pursuant to a bona fide, firmly underwritten public offering of shares of Common Stock registered under the Act,
(iii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities, (iv) the issuance of securities in connection with a bona fide business acquisition of or by the Company, whether by merger,
consolidation, sale of assets, sale or exchange of stock or otherwise, that is approved by the Company’s board of directors, (v) the issuance and sale of Series D Preferred Stock pursuant to the Series D Agreement or (vi) the issuance
of stock, warrants or other securities or rights to persons or entities with which the Company has business relationships, provided such issuances are primarily for other than equity financing purposes and are approved by the Company’s board of
directors. In addition to the foregoing, the right of first offer in this Section 2.4 shall not be applicable with respect to any Rights Holders in any subsequent offering of Shares if (i) at the time of such offering, the Rights Holders
is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of Shares is otherwise being offered only to accredited investors. 

(e) The rights provided in this Section 2.4 may not be assigned or transferred by any Rights Holder; provided, however, that a Rights
Holder that is a venture capital fund may assign or transfer such rights to an affiliate of such Rights Holder (including an affiliated venture capital fund, partner, partnership or other entity of which any affiliate of such Rights Holder is a
general partner or has investment discretion, or any employee of any of the foregoing) if such transferee agrees to become a party to and be bound by this Agreement. 

(f) The covenants set forth in this Section 2.4 shall terminate and be of no further force or effect upon the consummation of
(i) the Company’s sale of its Common Stock or other securities pursuant to a firm commitment underwritten public offering pursuant to an effective Registration Statement under the Act (other than a registration statement relating either to
the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) or (ii) a Liquidation Event, as that term is defined in the Company’s Amended and Restated
Certificate of Incorporation (as amended from time to time). 

  
 16 









 2.5 Proprietary Information and Inventions Agreements. The Company shall require all
employees and consultants with access to confidential information to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form approved by the Company’s Board of Directors. 

2.6 Employee Agreements. Unless approved by the Board of Directors of the Company, including at least two of the Preferred Directors,
all future employees of the Company who shall purchase, or receive options to purchase, shares of the Company’s Common Stock following the date hereof shall be required to execute stock purchase or option agreements providing for
(i) vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal monthly installments over the following 36
months thereafter and (ii) a 180-day lockup period in connection with the Company’s initial public offering. The Company shall retain a right of first refusal on transfers until the Company’s initial public offering and the right to
repurchase unvested shares at cost. 
 2.7 Board Matters. The approval of the Board of Directors of the Company, including, solely
for subsections (a) through (h), at least two of the Preferred Directors, shall be required to: 
 (a) expend with respect to any one
item or in a single transaction more than $500,000, except for purchase orders entered into in the ordinary course of business; 
 (b)
grant any equity incentive grants that include acceleration of vesting provisions; 
 (c) increase the number of shares reserved under the
Company’s equity incentive plans; 
 (d) transact any business between the Company and its affiliates or their family members (other
than transactions previously disclosed to the Preferred Directors). 
 (e) make, or permit any subsidiary to make, any loan or advance to,
or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; 

(f) make, or permit any subsidiary to make, any loan or advance to any person, including, without limitation, any employee or director of the
Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors; 

(g) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade
accounts of the Company or any subsidiary arising in the ordinary course of business; 

  
 17 









 (h) incur any aggregate indebtedness in excess of $500,000 that is not already included in a
budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; 
 (i) hire, terminate, or
materially change the compensation of the president, chief executive officer, chief financial officer, chief operations officer, chief technology officer and chief revenue officer, including approving any option grants or stock awards to such
officers; 
 (j) materially change the overall principal business of the Company; or 

(k) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary
course of business. 
 2.8 Termination of Certain Covenants. The covenants set forth in Sections 2.5, 2.6 and 2.7 shall terminate
and be of no further force or effect upon the consummation of (i) the Company’s sale of its Common Stock or other securities pursuant to a firm commitment underwritten public offering pursuant to an effective Registration Statement under
the Act (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) or (ii) a Liquidation Event, as that
term is defined in the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time). 
 3.
Miscellaneous. 
 3.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 

3.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware as applied to agreements
among Delaware residents entered into and to be performed entirely within Delaware. 
 3.3 Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement. 

  
 18 









 3.5 Notices. All notices and other communications given or made pursuant hereto shall be
in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the
next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by
notice given in accordance with this Section 3.5). 
 3.6 Expenses. If any action at law or in equity is necessary to enforce
or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 

3.7 Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire
understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3 and Section 2.4) may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities held by the
Investors. The provisions of Section 2.1, Section 2.2, Section 2.3 and Section 2.4 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of
the Company and the holders of a majority of the Registrable Securities that are held by Major Investors, and with respect to Section 2.4, a majority of the Registrable Securities that are held by Key Holders. Any amendment or waiver effected
in accordance with this paragraph shall be binding upon each holder of any Registrable Securities, each future holder of all such Registrable Securities, and the Company. Notwithstanding the foregoing, this Agreement may not be amended or terminated
and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in a similar position (with respect to series
or class of stock) in the same fashion (it being agreed that a waiver of the provisions of Section 2 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms,
notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction). Further, this Agreement may not be amended, and no provision hereof may be waived, in each case, in any way
which would adversely affect the rights of the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment or waiver would have on the rights of the Investors hereunder, without also the written consent of the holders of
at least a majority of the Registrable Securities held by the Key Holders. The Original Agreement is hereby terminated and shall be of no further force or effect. The Investors do hereby waive the provisions of Section 2.4 of the Original
Agreement as they apply to notice of and issuance of Series D Preferred Stock pursuant to the Series D Agreement (and the shares of Common Stock issuable upon conversion of such Series D Preferred Stock). The Company shall give prompt notice of any
amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. No waivers of or exceptions 

  
 19 









 
to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver or any such term, condition, or
provision. 
 3.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such
provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms. 

3.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by affiliated entities (including affiliated venture
capital funds) or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 

3.10 Additional Investors. Notwithstanding Section 3.7, no consent shall be necessary to add additional Investors as signatories to
this Agreement, provided that such Investors have purchased Series D Preferred Stock pursuant to the subsequent closing provisions of Section 1.3 of the Series D Agreement. 

3.11 Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any
purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless
such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.11 by such Investor), (b) is or has been independently developed or conceived by the Investor
without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided,
however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the
Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.11; (iii) to any existing or prospective affiliate,
partner, member, stockholder, or wholly owned subsidiary of such Investor if such Investor informs such person that such information is confidential and directs such person to maintain the confidentiality of such information; (iv) as may
otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure; or (v) an Investor may include summary financial
information concerning the Company and general statements concerning the nature and progress of the Company’s business in an Investor’s reports to its limited partners or equity owners. 

[remainder of page intentionally left blank] 

  
 20 









 IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’
Rights Agreement as of the date first above written. 
  

					
			FITBIT, INC.
			
			By:		 /s/ James Park

			Name:		James Park
			Title:		President
		
	Address:		150 Spear St.
			San Francisco, CA 94105


 SIGNATURE PAGE TO THIRD A&R
INVESTOR RIGHTS AGREEMENT 
 FOR FITBIT,
INC. 








 
					
			INVESTORS:
		
			SoftBank PrinceVille Investments, L.P.
			By: SB PV GP LP, its General Partner
			By: SB PV GP LLC, its General partner
			
			By:		 /s/ Steven J. Murray

			Name:		Steven J. Murray
			Title:		Managing Member
		
	Address:		38 Glen Avenue
			Newton, MA 02459


 SIGNATURE PAGE TO THIRD A&R
INVESTOR RIGHTS AGREEMENT 
 FOR FITBIT,
INC. 








 
			
	INVESTORS:
	
	SAP VENTURES FUND I, L.P.
		
	By:		SAP VENTURES (GPE) I, LLC
	Its General Partner
		
	By:		 /s/ David Hartwig

	Name:		David Hartwig
	Title:		Managing Member
		
	By:		SAP VENTURES (GPE) I, LLC
	Its General Partner
		
	By:		 /s/ R. Douglas Higgins

	Name:		R. Douglas Higgins
	Title:		Managing Member
		
	Address:		3412 Hillview Avenue,
	Palo Alto, California USA 94304


 SIGNATURE PAGE TO THIRD A&R
INVESTOR RIGHTS AGREEMENT 
 FOR FITBIT,
INC. 








 
					
			INVESTORS:
		
			 TRUE VENTURES II, L.P.,
 for itself
and as nominee for other entities

			
			By:		True Ventures Partners II, L.L.C.,
					its general partner
			
			By:		 /s/ Jon Callaghan

			Name:		Jon Callaghan
			Title:		Managing Member
		
	Address:		530 Lytton Avenue, Suite 303
			Palo Alto, CA 94301


 SIGNATURE PAGE TO THIRD A&R
INVESTOR RIGHTS AGREEMENT 
 FOR FITBIT,
INC. 








 
					
			INVESTORS:
		
			FOUNDRY VENTURE CAPITAL 2007, L.P.
			
			By:		Foundry Venture 2007, LLC,
					its general partner
			
			By:		 /s/ Brad Feld

			Name:		Brad Feld
			Title:		Managing Member
		
	Address:		1050 Walnut Street, Suite 210
			Boulder, CO 80302


 SIGNATURE PAGE TO THIRD A&R
INVESTOR RIGHTS AGREEMENT 
 FOR FITBIT,
INC. 








 
			
	INVESTORS:
	
	QUALCOMM INCORPORATED
		
	By:		 /s/ Adam Schwenker

			(Signature)
		
	Name:		Adam Schwenker
	Title:		Vice President & Legal Counsel
		
	Address:		
	ATTN: Qualcomm Ventures
	5775 Morehouse Drive
	San Diego, CA 92121


 SIGNATURE PAGE TO THIRD A&R
INVESTOR RIGHTS AGREEMENT 
 FOR FITBIT,
INC. 








 
			
	INVESTORS:
	
	Foundry Group Select Fund, LP
	By:		Foundry Select Fund GP, LLC
		
	By:		 /s/ Brad Feld

			(Signature)
		
	Name:		Brad Feld
	Title:		Managing Director
	
	Address:
	c/o Foundry Group
	1050 Walnut Street, Suite 210
	Boulder, CO 80302
	Attn: Brad Feld


 SIGNATURE PAGE TO THIRD A&R
INVESTOR RIGHTS AGREEMENT 
 FOR FITBIT,
INC. 








 
			
	INVESTORS:
	
	Little Harbour SAZ, LLC
		
	By:		 /s/ Michael Barry

	Name:		Michael Barry
	Title:		Manager
	
	Address:
	2490 Gordon Drive
	Naples, FL 34102
	Attn: Michael Barry


 SIGNATURE PAGE TO THIRD A&R
INVESTOR RIGHTS AGREEMENT 
 FOR FITBIT,
INC. 








 
	
	KEY HOLDERS:
	
	 /s/ James Park

	James Park
	
	  

	Eric Friedman


 SIGNATURE PAGE TO THIRD A&R
INVESTOR RIGHTS AGREEMENT 
 FOR FITBIT,
INC. 








 
	
	KEY HOLDERS:
	
	  

	James Park
	
	 /s/ Eric Friedman

	Eric Friedman


 SIGNATURE PAGE TO THIRD A&R
INVESTOR RIGHTS AGREEMENT 
 FOR FITBIT,
INC. 








 SCHEDULE A 

SoftBank PrinceVille Investments, L.P. 
 SAP Ventures Fund I,
L.P. 
 True Ventures II, L.P. 
 Foundry Venture Capital 2007,
L.P. 
 QUALCOMM Incorporated 
 Foundry Group Select Fund, LP

 Little Harbour SAZ, LLC 
 The Marc R. Benioff Revocable Trust
U/A/D 12/3/2004 
 SoftTech VC II, L.P. 
 SoftTech VC III, L.P.

 Gokhan Kutlu 
 Felicis Ventures II, L.P. 

Shelby Bonnie 
 Seth Sternberg 

Cameron Ring 
 Todd Masonis 

Jonathan Roosevelt