Third Amended and Restated Investor Rights Agreement



 Exhibit 4.1 
 ZULILY, INC. 
 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 November 5, 2012 







 ZULILY, INC. 
 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 

THIS THIRD AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 5th day of November, 2012, by and among ZULILY, INC., a Delaware corporation (the
“Company”), and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.” 

RECITALS 
 WHEREAS, certain of the Investors are purchasing shares of the Company’s Series D Preferred Stock (the “Series D Stock”) (“New
Investors”), pursuant to that certain Series D Preferred Stock Purchase Agreement (as may be amended from time to time, the “Purchase Agreement”) of even date herewith (the
“Financing”); 
 WHEREAS, the obligations in the Purchase Agreement are
conditioned upon the execution and delivery of this Agreement; 
 WHEREAS, certain of the Investors (the
“Prior Investors”) are holders of the Company’s Common Stock, Series Seed Preferred Stock (the “Series Seed Stock”), Series A Preferred Stock (the “Series A
Stock”), Series B Preferred Stock (the “Series B Stock”) and Series C Preferred Stock (the “Series C Stock,” the Series Seed Stock, Series A Stock, Series B Stock, Series C Stock
and Series D Stock shall be referred to herein collectively as the “Preferred Stock”); 

WHEREAS, the Prior Investors and the Company are parties to a Second Amended and Restated Investor Rights Agreement
dated August 2, 2011, as amended to date (the “Prior Agreement”); 
 WHEREAS,
the parties to the Prior Agreement desire to amend and restate the Prior Agreement and accept the rights and covenants hereof in lieu of their rights and covenants under the Prior Agreement; and 

WHEREAS, in connection with the consummation of the Financing, the Company and the Investors have agreed to the
registration rights, information rights and other rights as set forth below. 
 NOW, THEREFORE,
in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. GENERAL. 
 1.1 Amendment and Restatement of Prior
Agreement. The Prior Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by (a) the Company and (b) the holders of at least 66 2/3% of the
Registrable Securities (as defined in the Prior Agreement). Upon such execution, all 

  
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provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without
limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement. 
 1.2 Definitions. As used in this Agreement the following terms shall have the following respective meanings: 
 (a) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (b) “Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently
adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC. 
 (c) “Holder” means any person owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in
accordance with Section 2.9 hereof. 
 (d) “Initial Offering” means the Company’s first
firm commitment underwritten public offering of its Common Stock registered under the Securities Act. 
 (e)
“Major Investor” means an Investor (with its affiliates) who owns not less than Five Million (5,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations) and, solely for purposes of
Section 3.1, any Investor advised by T. Rowe Price Associates, Inc. (“T. Rowe Price”) so long as such Investor owns any Registrable Securities. 
 (f) “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document. 
 (g) “Registrable Securities” means: (a) Common Stock held by Investors, (b) Common Stock of the Company issuable or issued upon conversion of the Shares and
(c) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of,
such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144 or (ii) sold in a private
transaction in which the transferor’s rights under Section 2 of this Agreement are not assigned. 
 (h)
“Registrable Securities then outstanding” shall be the number of shares of the Company’s Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable
pursuant to then exercisable or convertible securities. 
 (i) “Registration Expenses” shall mean
all expenses incurred by the Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and
disbursements not to exceed twenty-five thousand dollars 

  
 2. 









 
($25,000) of a single special counsel for the selling Holders (to be mutually agreed upon by the selling Holders representing a majority of the Registrable Securities to be sold by the selling
Holders), blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

 (j) “SEC” or “Commission” means the Securities and Exchange
Commission. 
 (k) “Securities Act” shall mean the Securities Act of 1933, as amended.

 (l) “Selling Expenses” shall mean all underwriting discounts and selling commissions
applicable to the sale. 
 (m) “Shares” shall mean the Company’s Preferred Stock held from
time to time by the Investors listed on Exhibit A hereto and their permitted assigns. 
 (n) “Special
Registration Statement” shall mean: (i) a registration statement relating to any employee benefit plan; or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any
registration statements related to the issuance or resale of securities issued in such a transaction; or (iii) a registration related to stock issued upon conversion of debt securities. 
 SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER. 
 2.1
Restrictions on Transfer. 
 (a) Each Holder agrees not to make any disposition of all or any portion of the Shares
or Registrable Securities unless and until: 
 (i) there is then in effect a registration statement under the Securities
Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or 

(ii) (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have
notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have
furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel
for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not
remain Registrable Securities hereunder following such transfer. 
 (b) Notwithstanding the provisions of subsection
(a) above, no such restriction shall apply to a transfer by a Holder that is (A) a partnership transferring to its partners or former 

  
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partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder,
(C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, (D) an individual transferring to the Holder’s ancestors, descendants, siblings, spouse
or spouse’s siblings or to trusts for the benefit of such persons or such Holder or to any family partnership, limited liability company or other bona fide estate or personal planning entity for the benefit of such persons or the Holder, or
(E) a venture capital fund transferring to an affiliated venture capital fund; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original
Holder hereunder. 
 (c) Each certificate representing Shares or Registrable Securities shall be stamped or otherwise
imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws): 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A
CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. 

(d) The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Company
has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully
be so disposed of without registration, qualification and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder.

 (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer
instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal. 

  
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 2.2 Demand Registration. 

(a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of at
least thirty-five percent (35%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an
anticipated aggregate offering price, net of underwriting discounts and commissions, that would exceed $15,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and
subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered. 

(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 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in
Section 2.2(a) or Section 2.4(a), as applicable. 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 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 the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company).
Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be 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 first, to the Holders of such
Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); second, to the Company; and third, to any other stockholder of the Company (other than a
Holder) with contractual registration rights, on a pro rata basis. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. 

(c) The Company shall not be required to effect a registration pursuant to this Section 2.2: 

(i) prior to the earlier of (A) the fifth anniversary of the date of this Agreement or (B) the expiration of the
restrictions on transfer set forth in Section 2.11 following the Initial Offering; 
 (ii) after the Company has
effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; 
 (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the
Initial Offering (or such longer period during which the transfer of securities may be restricted pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to
become effective; 

  
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 (iv) if within thirty (30) days of receipt of a written request from Initiating
Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; 

(v) during the period starting sixty (60) days prior to the Company’s good faith estimate of the date of filing of a
registration statement pertaining to a public offering (other than pursuant to a Special Registration Statement) and ending on the date one hundred twenty (120) days following the effective date of such registration; 

(vi) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate
signed by the 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 to delay a request shall be
exercised by the Company not more than once in any twelve (12) month period; 
 (vii) if the Initiating Holders
propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or 
 (viii) 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. 
 2.3 Piggyback Registrations. The Company shall notify all Holders of Registrable
Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements
relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by
such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in
writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company,
such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon
the terms and conditions set forth herein. 

  
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 (a) Underwriting. If the registration statement of which the Company gives notice
under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this
Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute
their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this
Agreement, if the Company determines in good faith, in consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be
allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata
basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below twenty percent (20%) of the total amount of securities included in such registration, unless such
offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding
clause. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of
the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners,
retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person shall be
deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in
such “Holder,” as defined in this sentence. 
 (b) Right to Terminate Registration. The Company shall have the
right to terminate or withdraw any registration initiated by it under this Section 2.3 whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by
the Company in accordance with Section 2.5 hereof. 
 2.4 Form S-3 Registration. In case the Company shall receive
from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement 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 will: 
 (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and 

(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as
would permit or facilitate the sale and 

  
 7. 









 
distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities
of any other Holder or 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 2.4: 
 (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 of less than two million dollars ($2,000,000); 

(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this
Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days pursuant to which the Holders will have rights under Section 2.3, other than pursuant to
a Special Registration Statement; 
 (iv) if the Company shall furnish to the Holders a certificate signed by the
Chairman of the Board of Directors of the Company 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 Form S-3 registration to be
effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under
this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; 
 (v) 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 2.4; or 
 (vi) 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) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities
and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations
effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in
proportion to the number of shares to be sold by each such Holder in any such registration. 
 2.5 Expenses of Registration.
Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance 

  
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pursuant to Section 2.2, 2.3 or 2.4 herein shall be borne by the Company regardless of whether any shares are registered, offered or sold by a Holder. All Selling Expenses incurred in
connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any
registration proceeding begun pursuant to Section 2.2 or 2.4, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of
which the Initiating Holders were not aware at the time of such request or (b) the Holders of a majority of the Registrable Securities agree to deem such registration to have been effected as of the date of such withdrawal for purposes of
determining whether the Company shall be obligated pursuant to Section 2.2(c)(ii) or 2.4(b)(5), as applicable, to undertake any subsequent registration, in which event such right shall be forfeited by all Holders). If the Holders are required
to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is
required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then such registration shall not be deemed to have been effected for purposes of determining whether the Company shall be obligated pursuant to
Section 2.2(c)(ii) or 2.4(b)(5), as applicable, to undertake any subsequent registration. 
 2.6 Obligations of the
Company. Whenever required 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 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 up to ninety (90) days or, if earlier, until the Holder or Holders have completed the distribution
related thereto; provided, however, that at any time, upon written notice to the participating Holders and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay the filing
or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during
the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration
statement could result in a Violation (as defined below). In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration
statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the holders of
a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. If so directed by the Company, all Holders registering shares under such registration statement shall
(i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension; and (ii) use their best efforts to
deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus 

  
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relating to such Registrable Securities current at the time of receipt of such notice. Notwithstanding the foregoing, the Company shall not be required to file, cause to become effective or
maintain the effectiveness of any registration statement other than a registration statement on Form S-3 that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. 

(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 Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in
subsection (a) above. 
 (c) Promptly notify the Holders of the effectiveness of the registration statement and
furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them. 
 (d) Use its 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(s) of such
offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 
 (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 Securities 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. The Company will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a
material fact or omit 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) Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for
sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering addressed to the underwriters. 

  
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 2.7 Delay of Registration; Furnishing Information. 

(a) 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 2. 

(b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.2, 2.3 or
2.4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of
their Registrable Securities. 
 (c) The Company shall have no obligation with respect to any registration requested
pursuant to Section 2.2 or Section 2.4 if the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated
aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 2.2 or Section 2.4, whichever is applicable. 

2.8 Indemnification. In the event any Registrable Securities are included in a registration statement under Sections 2.2, 2.3
or 2.4: 
 (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners,
members, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against
any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, 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”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state
therein 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 Securities Act, the Exchange Act, any state securities law or
any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, member,
officer, director, underwriter or controlling 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; provided however, that the
indemnity agreement contained in this Section 2.8(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 

  
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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 which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, member, officer, director, underwriter or controlling person of such Holder. 

(b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities
as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act,
any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder, against any losses, claims, damages or liabilities
(joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any of the following statements: (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or
alleged omission to state therein 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 Securities Act (collectively, a
“Holder Violation”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed
by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person,
underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such
a Holder Violation; provided, however, that the indemnity agreement contained in this Section 2.8(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; provided further, that in no event shall any indemnity under this Section 2.8 exceed the net proceeds from the offering received by such Holder.

 (c) Promptly after receipt by an indemnified party under this Section 2.8 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 2.8, 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 shall have the right to retain its own counsel, with the fees and expenses thereof 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 

  
 12.









 
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 shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8 to the extent, and only to the extent, prejudicial to its ability to defend
such action, but the omission so to 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 2.8. 

(d) If the indemnification provided for in this Section 2.8 is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the
amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the
other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified
party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the 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; provided, that in no event shall any contribution by a Holder hereunder,
when combined with indemnification pursuant to 2.8(b), exceed the net proceeds from the offering received by such Holder. 

(e) The obligations of the Company and Holders under this Section 2.8 shall survive completion of any offering of Registrable
Securities in a registration statement and, with respect to liability arising from an offering to which this Section 2.8 would apply that is covered by a registration filed before termination of this Agreement, such termination. No indemnifying
party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 

2.9 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this
Section 2 may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) is a subsidiary, parent, general partner, limited partner, retired partner,
member or retired member, or stockholder of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s ancestors, descendants, siblings, spouse or spouse’s siblings or a trust for the benefit of such
persons or such Holder or any family partnership, limited liability company or other bona fide estate or personal planning entity for the benefit of such persons or the Holder, or (c) acquires at least Five Million (5,000,000) shares of
Registrable Securities (as adjusted for stock splits and combinations) or less than 5,000,000 shares of Registrable Securities if it acquires 100% of an Investor’s Registrable Securities; provided, however, (i) the transferor shall,
within ten (10) business days after such transfer, furnish to the Company 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 and
(ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement. 

  
 13.









 2.10 Limitation on Subsequent Registration Rights. Other than as provided in
Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of
the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders, without the consent of the holders of at least 70% of the Registrable Securities. 

2.11 “Market Stand-Off” Agreement. Each Holder hereby agrees that such Holder shall not sell, transfer, make any short
sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder immediately before the effective date
of the registration statement for such offering (other than those included in the registration) during the 180-day period following the effective date of the Initial Offering (or such longer period, not to exceed 34 days after the expiration of the
180-day period) as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation); provided, that, all officers and directors of the Company
and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this Section 2.11 shall not apply to a registration relating solely to
employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. 

2.12 Agreement to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably
requested by the Company or the underwriter that are consistent with the Holder’s obligations under Section 2.11 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of
any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.11 and this Section 2.12 shall not apply to a Special Registration Statement.
The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said day period. Each Holder agrees that any transferee of any shares of
Registrable Securities shall be bound by Sections 2.11 and 2.12. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.11 and 2.12 and shall have the right, power and authority to enforce the
provisions hereof as though they were a party hereto. 

  
 14.









 2.13 Rule 144 Reporting. With a view to making available to the Holders the benefits
of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to: 

(a) Make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or
analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; 

(b) File with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and

 (c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request: a written
statement by the Company as to its compliance with the reporting requirements of said Rule 144 of the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual
or quarterly report of the Company filed with the Commission; and such other reports and documents as a Holder may reasonably request in connection with availing itself of any rule or regulation of the SEC allowing it to sell any such securities
without registration. 
 2.14 Termination of Registration Rights. The right of any Holder to request registration or
inclusion of Registrable Securities in any registration pursuant to Section 2.2, Section 2.3, or Section 2.4 hereof shall terminate upon the earlier of: (i) the date five (5) years following an initial public offering that
results in the conversion of all outstanding shares of Preferred Stock; or (ii) the Company has completed its Initial Offering and all Registrable Securities of the Company held by the Holder on the date hereof or issuable or issued upon
conversion of the Shares held by and issuable to such Holder (and its affiliates) may be sold pursuant to Rule 144(b)(1)(i). Upon such termination, such shares shall cease to be “Registrable Securities” hereunder for all purposes.

 SECTION 3. COVENANTS OF THE COMPANY. 
 3.1 Basic Financial Information and Reporting. 
 (a) The Company
will maintain true books and records of account in which full and correct entries will be made of all its business transactions (and all those of any subsidiary of the Company) pursuant to a system of accounting established and administered in
accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under
generally accepted accounting principles consistently applied. 
 (b) As soon as practicable after the end of each fiscal
year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish to each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement
of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants selected by the Company’s Board of
Directors. 

  
 15.









 (c) The Company will furnish to each Major Investor, as soon as practicable after the
end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a
statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as
disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. 
 (d) The Company will furnish each Major Investor: at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, including
a detailed marketing plan and capital expenditures budget approved by the Board (and as soon as available, any subsequent written revisions thereto); and, as soon as practicable after the end of each month, and in any event within thirty
(30) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan
figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not
have been made. 
 (e) The Company will promptly furnish notice to each Major Investor of the occurrence of any corporate
actions, including, without limitation, stock splits, reverse stock splits, dividends, financings and recapitalizations and such other information that may be reasonably requested by a Major Investor. 

(f) If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect
of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. If, for any period, the Company has any
subsidiary whose accounts are not consolidated with those of the Company, then the Company will furnish each Major Investor such information relating to the financial condition, business, prospects, or corporate affairs of such subsidiary as any
Major Investor may from time to time reasonably request. 
 3.2 Inspection Rights. Each Major Investor shall have the
right to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is
reasonably requested all at such reasonable times and as often as may be reasonably requested; provided, however, that the Company shall not be obligated under this Section 3.2 with respect to a competitor of the Company or with respect
to information which the Board of Directors determines in good faith is confidential or attorney-client privileged and should not, therefore, be disclosed. 
 3.3 Confidentiality of Records. Each Investor agrees to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished
to such Investor pursuant to Section 3.1 and 3.2 hereof that the Company 

  
 16.









 
identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such Investor may disclose such proprietary or confidential information
(i) at such time as it enters the public domain through no fault of such Investor; (ii) that is communicated to it free of any obligation of confidentiality; (iii) that is developed by Investor or its agents independently of and
without reference to any confidential information communicated by the Company; or (iv) as required by applicable law; provided, however, that an Investor may disclose confidential information, provided that such recipient is subject to similar
confidentiality obligations, (i) to its attorneys, accountants, consultants, and other professionals in connection with monitoring its investment in the Company or in connection with the exercise of such Investor’s rights under this
Agreement or (ii) to any affiliate, partner, limited partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business. Notwithstanding the foregoing, nothing in this Section 3.3 shall restrict
the ability of any Investor that is a venture capital or other private equity firm to disclose the existence and nature of its relationship with the Company to its partners, limited partners, parent entities, affiliates, investors, employees of its
affiliates or any other holders of the Company’s stock or to provide its partners, limited partners, parent entities, affiliates, investors, or employees of its affiliates with periodic reports and such other financial information about the
Company prepared by such Investor in the ordinary course of its business, provided that any such recipient is subject to similar confidentiality obligations and is not a competitor of the Company. 

3.4 No Use of Name. The Company agrees not to use the name of T. Rowe Price Associates, Inc. or the name of any Investor advised
by T. Rowe Price Associates, Inc. in connection with any public announcement of the transactions contemplated by the Purchase Agreement and Financing or in any press release without the prior review and express written consent of T. Rowe Price
Associates, Inc.; provided, however, that the foregoing shall not preclude the Company from disclosing any Investor advised by T. Rowe Price Associates, Inc. as a stockholder of the Company in connection with the Initial Offering if such disclosure
(or any other disclosure) is required by the Securities Act, Exchange Act or other applicable law or regulation. The Company agrees not to use the name of Andreessen Horowitz in connection with any public announcement of the transactions
contemplated by the Purchase Agreement and Financing or in any press release without the prior review and express written consent of Andreessen Horowitz, not to be unreasonably withheld; provided, however, that the foregoing shall not preclude the
Company from disclosing Andreessen Horowitz as a stockholder of the Company in connection with the Initial Offering if such disclosure (or any other disclosure) is required by the Securities Act, Exchange Act or other applicable law or regulation.

 3.5 Reservation of Common Stock. The Company will at all times reserve and keep available, solely for issuance and
delivery upon the conversion of the Preferred Stock, all Common Stock issuable from time to time upon such conversion. 
 3.6
Stock Vesting and Related Equity Provisions. Unless otherwise approved by the Board of Directors, including the representatives designated by the Preferred Stock: (i) all stock options and other stock equivalents issued after the date of
this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date
of issuance or such person’s services commencement date with the Company; and (b) seventy-five percent (75%) of such stock shall vest in equal monthly installments over 

  
 17.









 
the remaining three (3) years; (ii) there shall be no acceleration of vesting upon a change of control; (iii) if an employee is terminated or resigns from the Company for any
reason, all unvested options will expire immediately, and the employee will have 90 days to exercise all vested options, after which time all unexercised vested options will expire; and (iv) all exercised options shall be subject to a Company
right of first refusal (and the Company’s stock option plan or similar plan(s) will contain provisions implementing such requirement). 
 3.7 Key Man Insurance. The Company will use its best efforts to maintain in full force and effect term life insurance in the amount of two million dollars ($2,000,000) on the life of Darrell
Cavens, naming the Company as beneficiary. 
 3.8 Director and Officer Insurance. The Company will use its best efforts
to maintain in full force and effect director and officer liability insurance in the amount of two million dollars ($2,000,000). 
 3.9 Proprietary Information and Inventions Agreement. The Company shall require all employees and consultants to execute and deliver a Proprietary Information and Inventions Agreement substantially
in a form approved by the Company’s counsel or Board of Directors. 
 3.10 Approval. The Company shall not without
the approval of the members of the Board of Directors that are not directly financially interested in such transaction, authorize or enter into any material transaction with any director, officer or holder of more than five percent (5%) of the
Company’s outstanding capital stock (on a fully-diluted, as-converted basis), other than modifications to employment or other existing compensation arrangements (including equity incentive grants pursuant to the Company’s 2009 Equity
Incentive Plan) consistent with those provided to senior management and previously approved by the Board of Directors or which are otherwise approved by a compensation committee constituted under the Board of Directors. 

3.11 Directors’ Liability and Indemnification. The Company’s Fifth Amended and Restated Certificate of Incorporation (as
may be amended from time to time, the “Restated Certificate”) and the Company’s Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for
indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification agreements in a form reasonably
acceptable to the Investors to indemnify such directors to the maximum extent permissible under applicable law. 
 3.12
Reimbursement of Travel Expenses. The Company shall reimburse reasonable documented travel expenses incurred by non-employee members of the Board of Directors in connection with their physical attendance at a meeting of the Board of Directors.

 3.13 Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than
the provisions of Section 3.3, 3.8 and 3.13) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering that results in the Preferred Stock
being converted into Common Stock or (ii) upon an “Acquisition” or “Asset Transfer”, each as defined in the Restated Certificate. 

  
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 SECTION 4. RIGHTS OF FIRST REFUSAL. 

4.1 Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall have a right of first refusal to
purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof.
Each Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock that are Registrable Securities issued and of which such Major Investor is deemed to be a holder immediately
prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any
outstanding warrants or options) immediately prior to the issuance of the Equity Securities; provided, however that in the event that the Equity Securities offered to the Major Investors pursuant to this Section 4.1 are being
issued for a price greater than $0.13356 per share (as adjusted for stock splits and combinations), then the number of shares that a Major Investor shall be deemed to be the holder of for purposes of determining such Major Investor’s pro
rata share shall not include outstanding shares of Common Stock held by such Major Investor as of July 21, 2010. The term “Equity Securities” shall mean: (i) any Common Stock, Preferred Stock or other security
of the Company; (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security);
(iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security; or (iv) any such warrant or right. 
 4.2 Exercise of Rights. If the Company proposes to issue any Equity Securities, it shall give each Major Investor written notice of its intention, describing the Equity Securities, the price and
the terms and conditions upon which the Company proposes to issue the same. Each Major Investor shall have fifteen (15) days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price
and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to offer or
sell such Equity Securities to any Major Investor who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale. T. Rowe Price may apportion or allocate the right to purchase its pro rata share
of Equity Securities under this Section to its advisory clients and in such proportions as it deems appropriate; provided, however if as a result of the foregoing the Company’s total number of stockholders would materially increase, then the
Company’s prior approval shall be required. 
 4.3 Issuance of Equity Securities to Other Persons. If not all of the
Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such Major Investors the right to acquire such unsubscribed
shares on a pro rata basis. The Major Investors shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. The Company shall have ninety


  
 19.









 
(90) days thereafter to sell the Equity Securities in respect of which the Major Investor’s rights were not exercised, at a price not lower and upon general terms and conditions not
materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of the notice
provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above. 

4.4 Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not
apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first
refusal established by this Section 4 may be amended, or any provision waived, with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors;
provided, however, that in the event any waiver pursuant to this Section 4.4 results in a reduction in number of shares that would otherwise be allocated to the Major Investors pursuant to the right of first refusal as set forth
in Section 4.1, then the allocation of the aggregate number of shares that are available for purchase by all of the Major Investors (after application of the waiver, the “Adjusted Pro Rata Shares”) with respect to each
Major Investor shall be equal to such Major Investor’s pro rata share divided by the Adjusted Pro Rata Shares, in each case as calculated immediately prior to the waiver. 

4.5 Assignment of Rights of First Refusal. The rights of first refusal of each Major Investor under this Section 4 may be
assigned to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.9. 
 4.6 Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: 

(a) Equity Securities issued upon conversion of the Preferred Stock; 

(b) Equity Securities issued pursuant to the exercise of any Equity Securities outstanding as of the date hereof; 

(c) Equity Securities issued upon a stock split, stock dividend or any subdivision of Equity Securities; 

(d) Equity Securities issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary
pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors, including the representatives designated by the Preferred Stock; 

(e) Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt
financing from a bank or similar financial institution approved by the Board, including the representatives designated by the Preferred Stock; 

  
 20.









 (f) Equity Securities issued for consideration other than cash pursuant to a merger,
consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the representatives designated by the Preferred Stock; 
 (g) Equity Securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing, supply or distribution
arrangements, (ii) technology transfer or development arrangements or (iii) any other arrangement involving corporate partners that are primarily for purposes other than raising capital, the terms of which are approved by the Board,
including the representatives designated by the Preferred Stock; 
 (h) Equity Securities issued pursuant to a Qualified
IPO (as defined in the Restated Certificate); and 
 (i) Equity Securities issued pursuant to the Purchase Agreement and
upon conversion of such Equity Securities. 
 SECTION 5. MISCELLANEOUS. 

5.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware in all respects as
such laws are applied to agreements among Delaware residents entered into and to be performed entirely within Delaware, without reference to conflicts of laws or principles thereof. 

5.2 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors, and administrators and shall inure to the benefit of and be enforceable by each person who shall be a holder of Registrable Securities from time to
time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full name and address of the transferee, the Company may deem and treat the person
listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price. 

5.3 Entire Agreement. This Agreement, the Exhibits and Schedules hereto, the Purchase Agreement and the other documents delivered
pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties,
covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

 5.4 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein. 

  
 21.









 5.5 Amendment and Waiver. 

(a) Except as otherwise expressly provided, this Agreement may be amended or modified, and the obligations of the Company and the
rights of the Holders under this Agreement may be waived, only upon the written consent of the Company and the holders of at least 70% of the then-outstanding Registrable Securities; provided, however, that any amendment that uniquely
and adversely affects an Investor shall require the written consent of that Investor. 
 (b) For the purposes of
determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company. 

5.6 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any party,
upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of
any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any party’s part of any breach, default or noncompliance under the Agreement or
any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or
otherwise afforded to any party, shall be cumulative and not alternative. 
 5.7 Notices. All notices required or
permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) 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, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business 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 party to be notified at the address as set forth on the signature pages hereof or Exhibit A hereto or at such
other address or electronic mail address as such party may designate by ten (10) days advance written notice to the other parties hereto. 
 5.8 Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the
substantially prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such substantially prevailing party under or with respect to this Agreement, including without
limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 
 5.9 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 

  
 22.









 5.10 Additional Investors. Notwithstanding anything to the contrary contained herein,
if the Company shall issue additional shares of its Preferred Stock pursuant to the Purchase Agreement, any purchaser of such shares of Preferred Stock shall become a party to this Agreement by executing and delivering an additional counterpart
signature page to this Agreement and shall be deemed an “Investor,” a “Holder” and a party hereunder. Notwithstanding anything to the contrary contained herein, if the Company shall issue Equity
Securities in accordance with Section 4.6 (e), (f) or (i) of this Agreement, any purchaser of such Equity Securities may become a party to this Agreement by executing and delivering an additional counterpart signature page to this
Agreement and shall be deemed an “Investor,” a “Holder” and a party hereunder. 

5.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of
which together shall constitute one instrument. 
 5.12 Aggregation of Stock. All shares of Registrable Securities held
or acquired by affiliated entities or persons or persons or entities under common management or control shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 

5.13 Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or
neutral, singular or plural, as to the identity of the parties hereto may require. 
 5.14 Termination. This Agreement
shall terminate and be of no further force or effect upon the earlier of (i) the closing of an Acquisition or Asset Transfer; or (ii) the date five (5) years following the Closing of the Initial Offering that results in the conversion
of all outstanding shares of Preferred Stock. 
 [THIS SPACE INTENTIONALLY LEFT BLANK] 

  
 23.









 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	COMPANY:
	
	ZULILY, INC.
		
	Signature:	 	 /s/ Darrell Cavens

		 	Darrell Cavens,
		 	Chief Executive Officer
		
	Address:	 	 2200 First Avenue South

		 	 Seattle, WA 98134


 [SIGNATURE PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 







 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	 ANDREESSEN HOROWITZ FUND III, L.P.
 for itself and as nominee for

	Andreessen Horowitz Fund III-A, L.P.,
	Andreessen Horowitz Fund III-B, L.P. and
	Andreessen Horowitz Fund III-Q, L.P.
		
	By:	 	AH Equity Partners III, L.L.C.
		 	Its general partner
		
	By:	 	 /s/ Ben Horowitz

	Name:	 	
	Title:	 	
	
	AH PARALLEL FUND III, L.P.
	for itself and as nominee for
	AH Parallel Fund III-A, L.P.,
	AH Parallel Fund III-B, L.P. and
	AH Parallel Fund III-Q, L.P.
		
	By:	 	AH Equity Partners III (Parallel), L.L.C.
		 	Its general partner
		
	By:	 	 /s/ Ben Horowitz

	Name:	 	
	Title:	 	



  
 [SIGNATURE
PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 








 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	MERITECH CAPITAL PARTNERS IV L.P.
		
	By:	 	Meritech Capital Associates IV L.L.C.
		 	its General Partner
		
	By:	 	 /s/ Craig Sherman

		 	Craig Sherman, a managing member
	
	MERITECH CAPITAL AFFILIATES IV L.P.
		
	By:	 	Meritech Capital Associates IV L.L.C.
		 	its General Partner
		
	By:	 	 /s/ Craig Sherman

		 	Craig Sherman, a managing member
	
	Address:
	
	245 Lytton Avenue, Suite 350
	Palo Alto, CA 94301
	 Attn: Joel Backman

phone: (650) 475-2200
 fax:
(650) 475-2222




  
 [SIGNATURE
PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 








 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

					
	INVESTORS:
	
	 MAVERON EQUITY PARTNERS IV, L.P.,
 a Delaware limited partnership:

		 	By:	 	MAVERON GENERAL PARTNER IV LLC,
		 		 	a Delaware limited liability company
		
	By:	 	 /s/ Pete McCormick

	Name:	 	 Pete McCormick

	Title:	 	Managing Member
	
	 MAVERON IV ENTREPRENEURS’ FUND, L.P.,

a Delaware limited partnership:

		 	By:	 	MAVERON GENERAL PARTNER IV LLC,
		 		 	a Delaware limited liability company
		
	By:	 	 /s/ Pete McCormick

	Name:	 	 Pete McCormick

	Title:	 	Managing Member
	
	 MEP ASSOCIATES IV, L.P.,
 a Delaware limited partnership:

		 	By:	 	MAVERON GENERAL PARTNER IV LLC,
		 		 	a Delaware limited liability company
		
	By:	 	 /s/ Pete McCormick

	Name:	 	 Pete McCormick

	Title:	 	Managing Member


  
 [SIGNATURE
PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 








 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	   T. ROWE PRICE ASSOCIATES, INC.
   Investment Adviser, for and on behalf of its
   Advisory Clients on Exhibit
A
   T. Rowe Price New Horizons Fund, Inc.
   T. Rowe Price New Horizons Trust
   T. Rowe Price U.S. Equities
Trust

		
	  By:	 	 /s/ Henry Ellenbogen

	  Name:	 	 Henry Ellenbogen

	  Title:	 	 Vice President




  
 [SIGNATURE
PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 








 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	AUGUST CAPITAL V, L.P.
	as nominee for
	August Capital V, L.P.
	 August Capital Strategic Partners V, L.P. and
 related individuals

		
	By:	 	August Capital Management V, L.L.C.
		 	Its general partner
		
	By:	 	 /s/ Steven Simonian

	Name:	 	 Steven Simonian

	Title:	 	Attorney-in-fact



  
 [SIGNATURE
PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 








 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	TRINITY VENTURES X, L.P.
	TRINITY X SIDE-BY-SIDE FUND, L.P.
	TRINITY X ENTREPRENEURS’ FUND, L.P.
	Delaware Limited Partnerships
		
	By:	 	TRINITY TVL X, LLC,
		 	A Delaware limited liability company
		 	Their General Partner
		
	By:	 	 /s/ Kathleen A. Murphy

		 	Kathleen A. Murphy, Member
		
		 	3000 Sand Hill Road
		 	Building 4-160
		 	Menlo Park, CA 94025
		
		 	Tel. 650-854-9500
		 	Fax 650-854-9501
	
	TRINITY VENTURES IX, L.P.
	TRINITY IX SIDE-BY-SIDE FUND, L.P.
	TRINITY IX ENTREPRENEURS’ FUND, L.P.
	Delaware Limited Partnerships
		
	By:	 	TRINITY TVL IX, LLC,
		 	A Delaware limited liability company
		 	Their General Partner
		
	By:	 	 /s/ Kathleen A. Murphy

		 	Kathleen A. Murphy, Member
		
		 	3000 Sand Hill Road
		 	Building 4-160
		 	Menlo Park, CA 94025
		
		 	Tel. 650-854-9500
		 	Fax 650-854-9501



  
 [SIGNATURE
PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 








 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	  Greenspring Global Partners IV-A, L.P.
	  By: Greenspring General Partner IV, L.P.
	  By: Greenspring GP IV, LLC
		
	  By:	 	 /s/ Eric Thompson

	  Name:	 	Eric Thompson
	  Title:	 	Chief Financial Officer
	
	  Greenspring Global Partners IV-B, L.P.
	  By: Greenspring General Partner IV, L.P.
	  By: Greenspring GP IV, LLC
		
	  By:	 	 /s/ Eric Thompson

	  Name:	 	Eric Thompson
	  Title:	 	Chief Financial Officer
	
	  Greenspring Global Partners IV-C, L.P.
	  By: Greenspring General Partner IV, L.P.
	  By: Greenspring GP IV, LLC
		
	  By:	 	 /s/ Eric Thompson

	  Name:	 	Eric Thompson
	  Title:	 	Chief Financial Officer
	
	  Greenspring Crossover Ventures I, L.P.
	  By: Greenspring Crossover I GP, L.P.
	  By: Greenspring Crossover I GP, L.L.C.
		
	  By:	 	 /s/ Eric Thompson

	  Name:	 	Eric Thompson
	  Title:	 	Chief Financial Officer
	
	  Address:
	
	  Greenspring Associates
	  100 Painters Mill Road, Suite 700
	  Owings Mills, MD 21117
	   Fax: (410) 363-9075
   Attn: Eric Thompson




  
 [SIGNATURE
PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 








 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	MARK VADON
		
	By:	 	 /s/ Mark Vadon

	
	VADON HOLDINGS, LLC
		
	By:	 	 /s/ Mark Vadon

		
	Name:	 	 Mark Vadon

		
	Title:	 	 Manager




  
 [SIGNATURE
PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 








 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	DIANE IRVINE
		
	By:	 	  

	
	ERIC CARLBORG
		
	By:	 	 /s/ Eric Carlborg




  
 [SIGNATURE
PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 








 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	GC&H INVESTMENTS, LLC
		
	By:	 	 /s/ Kenneth L. Guernsey

		 	Kenneth L. Guernsey, Managing Member
	
	GC&H INVESTMENTS
		
	By:	 	 /s/ Kenneth L. Guernsey

		 	Kenneth L. Guernsey, Executive Partner



  
 [SIGNATURE
PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 








 IN WITNESS WHEREOF, the parties hereto
have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	  HOPUR LLC
		
	  By:	 	 /s/ Robert P. Holding, IV

		
	  Name:	 	 Robert P. Holding, IV

		
	  Title:	 	 Manager




  
 [SIGNATURE
PAGE TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT] 








 EXHIBIT A 
 SCHEDULE OF INVESTORS 
 Andreessen Horowitz Fund III, L.P. 

2865 Sand Hill Road, Suite 101 
 Menlo Park, CA
94025 
 Attn: Shawn Conway 
 AH
Parallel Fund III, L.P. 
 2865 Sand Hill Road, Suite 101 
 Menlo Park, CA 94025 
 Attn: Shawn Conway 
 Maveron Equity Partners IV, L.P. 
 411 First Avenue South, Suite 600 

Seattle, WA 98104 
 Attn: Dan Levitan 

MEP Associates IV, L.P. 
 411
First Avenue South, Suite 600 
 Seattle, WA 98104 
 Attn: Dan Levitan 
 Maveron IV Entrepreneurs’ Fund, L.P. 

411 First Avenue South, Suite 600 
 Seattle, WA
98104 
 Attn: Dan Levitan 
 Mark
Vadon 
 Vadon Holdings, LLC 
 Diane Irvine 
 Eric Carlborg 

  
 A-1

 SCHEDULE OF INVESTORS 








 August Capital V, L.P. 
 2480 Sand Hill Road, Suite 101 
 Menlo Park, CA 94025 

Attn: Eric Carlborg and Katherine Blum 

Trinity Ventures IX, L.P. 
 3000
Sand Hill Road 
 Building 4-160 
 Menlo
Park, CA 94025 
 Attn: Kathleen A. Murphy 
 Trinity IX Side-By-Side Fund, L.P. 
 3000 Sand Hill Road 

Building 4-160 
 Menlo Park, CA 94025 

Attn: Kathleen A. Murphy 
 Trinity IX
Entrepreneurs’ Fund, L.P. 
 3000 Sand Hill Road 
 Building 4-160 
 Menlo Park, CA 94025 
 Attn: Kathleen A. Murphy 
 Trinity Ventures X, L.P. 

3000 Sand Hill Road 
 Building 4-160 

Menlo Park, CA 94025 
 Attn: Kathleen A. Murphy

 Trinity X Side-By-Side Fund, L.P. 
 3000 Sand Hill Road 
 Building 4-160 
 Menlo Park, CA 94025 
 Attn: Kathleen A. Murphy 

  
 SCHEDULE OF
INVESTORS 








 Trinity X Entrepreneurs’ Fund, L.P. 

3000 Sand Hill Road 
 Building 4-160 

Menlo Park, CA 94025 
 Attn: Kathleen A. Murphy

 Meritech Capital Partners IV L.P. 
 245 Lytton Avenue, Suite 350 
 Palo Alto, CA 94301 

Attn: Joel Backman 
 phone: (650) 475-2200

 fax: (650) 475-2222 

Meritech Capital Affiliates IV L.P. 
 245 Lytton Avenue, Suite 350 
 Palo Alto, CA 94301 

Attn: Joel Backman 
 phone: (650) 475-2200

 fax: (650) 475-2222 
 T.
ROWE PRICE NEW HORIZONS FUND, INC. (7001) 
 c/o T. Rowe Price Associates, Inc. 
 100 East Pratt Street 
 Baltimore, MD 21202 

Attn: Andrew Baek, Vice President and Senior Legal Counsel 
 T. ROWE PRICE NEW HORIZONS TRUST (4679) 
 c/o T. Rowe Price Associates, Inc.

 100 East Pratt Street 
 Baltimore, MD
21202 
 Attn: Andrew Baek, Vice President and Senior Legal Counsel 
 T. Rowe Price U.S. Equities Trust (7JX4) 
 c/o T. Rowe Price Associates, Inc.

 100 East Pratt Street 
 Baltimore, MD
21202 
 Attn: Andrew Baek, Vice President and Senior Legal Counsel 
 Greenspring Global Partners IV-A, L.P. 
 100 Painters Mill Road, Suite 700

 Owings Mills, MD 21117 
 Fax:
(410) 363-9075 
 Attn: Eric Thompson 

  
 SCHEDULE OF
INVESTORS 








 Greenspring Global Partners IV-B, L.P. 

100 Painters Mill Road, Suite 700 
 Owings Mills,
MD 21117 
 Fax: (410) 363-9075 

Attn: Eric Thompson 
 Greenspring Global
Partners IV-C, L.P. 
 100 Painters Mill Road, Suite 700 
 Owings Mills, MD 21117 
 Fax: (410) 363-9075 

Attn: Eric Thompson 
 Greenspring
Crossover Ventures I, L.P. 
 100 Painters Mill Road, Suite 700 
 Owings Mills, MD 21117 
 Fax: (410) 363-9075 

Attn: Eric Thompson 
 GC&H
INVESTMENTS, LLC 
 101 California St., 5th Floor 
 San
Francisco, CA 94111 
 Attn: Jim Kindler 
 GC&H INVESTMENTS 
 101 California St., 5th Floor 
 San Francisco, CA 94111 
 Attn: Jim Kindler 

HOPUR LLC 
 1434B Elliott Ave. West

 Seattle, WA 98119 

  
 SCHEDULE OF
INVESTORS