EX-10.1





 Exhibit 10.1 

FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 24th day of September, 2018, by and among Braze, Inc., a
Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto and any person that becomes a party to this Agreement in accordance with Section 6.9 hereof), each of which is
referred to in this Agreement as an “Investor.” 
 RECITALS 

WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series D Preferred
Stock, Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock, Series A-1 Preferred Stock and/or shares of Common Stock issued upon conversion thereof and possess registration rights,
information rights, rights of first offer, and other rights pursuant to the Third Amended and Restated Investors’ Rights Agreement dated as of July 31, 2017 by and among the Company and such Investors (the “Prior
Agreement”); and 
 WHEREAS, the Existing Investors are holders of at least a majority of the Registrable Securities of the
Company (as defined in the Prior Agreement), and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and 

WHEREAS, certain of the Investors are parties to that certain Series E Preferred Stock Purchase Agreement of even date herewith between
the Company and certain of the Investors (the “Purchase Agreement”), under which certain of the Company’s and such Investors’ obligations are conditioned upon the execution and delivery of this Agreement by such Investors,
Existing Investors holding at least a majority of the Registrable Securities and the Company; 
 NOW, THEREFORE, the Existing
Investors hereby agree that the Prior Agreement shall be amended and restated, and the parties to this Agreement further agree as follows: 

1. Definitions. For purposes of this Agreement: 

1.1. “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is
controlled by, or is under common control with such Person, including without limitation any general partner, managing partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is
controlled by one or more general partners or managing members of, or shares the same management or advisory company with, such Person. For purposes of this definition, the terms “controlling,” “controlled by,” or “under
common control with” shall mean the possession, directly or indirectly, of (a) the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or
otherwise, or (b) the power to elect or appoint at least fifty percent (50%) of the directors, managers, general partners, or persons exercising similar authority with respect to such Person. 












 1.2. “Charter” means the Company’s Fourth Amended and Restated
Certificate of Incorporation, as may be amended from time to time. 
 1.3. “Common Stock” means shares of the
Company’s common stock, par value $0.0001 per share. 
 1.4. “Competitor” means a Person engaged, directly or
indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the Company’s then current line of business, but shall not
include (a) any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than a majority of the outstanding voting securities of any Competitor or (b) Meritech Capital Partners V L.P. or any
of its Affiliates (“Meritech”). 
 1.5. “Damages” means any loss, damage, claim or liability (joint or
several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon
(i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;
(ii) an 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 indemnifying party
(or any of its agents or Affiliates) 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. 

1.6. “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each
case, directly or indirectly), Common Stock, including options and warrants. 
 1.7. “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 1.8. “Excluded
Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule
145 transaction; (iii) 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 (iv) a
registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 

1.9. “Form S-1” means such form under the Securities Act as in effect on the
date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 
 1.10. “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial
information by reference to other documents filed by the Company with the SEC. 

  
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 1.11. “Holder” means any holder of Registrable Securities who is a party to
this Agreement. 
 1.12. “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships, of a natural person referred to herein. 

1.13. “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

 1.14. “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

 1.15. “Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at
least 3,200,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). 

1.16. “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as
rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. 

1.17. “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

 1.18. “Preferred Stock” means, collectively, shares of the Company’s Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock. 

1.19. “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock;
(ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date
hereof; and (iii) any Common Stock 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 clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to
Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement. 

1.20. “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of
outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities. 

  
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 1.21. “Restricted Securities” means the securities of the Company required
to bear the legend set forth in Subsection 2.12(b) hereof. 
 1.22. “SEC” means the Securities and Exchange
Commission. 
 1.23. “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act. 

1.24. “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act. 

1.25. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 1.26. “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to
the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6. 

1.27. “Preferred Directors” means the directors of the Company that the holders of record of the Preferred
Stock are entitled to elect pursuant to the Company’s Charter. 
 1.28. “Series A Preferred Stock” means shares of the
Company’s Series A Preferred Stock, par value $0.0001 per share. 
 1.29. “Series A-1
Preferred Stock” means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share. 

1.30. “Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.

 1.31. “Series C Preferred Stock” means shares of the Company’s Series C Preferred Stock, par value $0.0001 per
share. 
 1.32. “Series D Preferred Stock” means shares of the Company’s Series D Preferred Stock, par value $0.0001
per share. 
 1.33. “Series E Preferred Stock” means shares of the Company’s Series E Preferred Stock, par value
$0.0001 per share. 
 2. Registration Rights. The Company covenants and agrees as follows: 

2.1. Demand Registration. 

(a) Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of
this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least fifty percent (50%) of the Registrable Securities then
outstanding that the Company file a 

  
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Form S-1 registration statement with respect to at least fifty percent (50%) of the Registrable Securities then outstanding, but only if the
anticipated aggregate offering price, net of Selling Expenses, would exceed $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”)
to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a
Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities
requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of
Subsection 2.1(c) and Subsection 2.3. 
 (b) Form S-3 Demand. If at any time when it is
eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least fifty percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million, then the
Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days
after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration
by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.1(c) and Subsection 2.3. 

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection
2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration
statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate
reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company
unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be
tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month
period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration. 

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i)
during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration,


  
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provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has
effected two registrations pursuant to Subsection 2.1(a); or (iii) 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 Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the
Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith
commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the
date of each request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating
Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration
statement shall be counted as “effected” for purposes of this Subsection 2.1(d). 
 2.2. Company Registration. If the
Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities
solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within thirty (30) days after such notice is given by the
Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to
terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses of
such withdrawn registration (other than Selling Expenses) shall be borne by the Company in accordance with Subsection 2.6. 
 2.3.
Underwriting Requirements. 
 (a) If, pursuant to Subsection 2.1, 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 Subsection 2.1, and the Company shall include such information in the Demand Notice.
The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s 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 (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other
provision of this Subsection 2.3, if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all
Holders of 

  
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Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such
Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling
Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate
the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. 

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection
2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only
in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in
such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine 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, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If 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 allocated among the selling Holders in proportion (as nearly as practicable
to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the
Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless
all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total
number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are
included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members,
retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members 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 number of Registrable Securities owned by all Persons included in such
“selling Holder,” as defined in this sentence. 
 2.4. Obligations of the Company. Whenever required under this
Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible; 

  
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 (a) prepare and file with the SEC a registration statement with respect to such Registrable
Securities and use its 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; provided, however, that (i) such one hundred twenty (120) day
period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in
the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty
(120) day period shall be extended for up to sixty (60) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; 

(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 Securities Act in order to enable the disposition of all securities covered by such registration statement; 

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities
Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; 

(d) use its 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 selling Holders; provided that the Company shall not be required to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 

(e) to the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”)
at the time any request for registration is submitted to the Company in accordance with Section 2.1(b), if so requested, file an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “automatic shelf
registration statement”) to effect such registration; 
 (f) 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 underwriter(s) of such offering; 
 (g) use its
commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which
similar securities issued by the Company are then listed; 

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

(i) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to
such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause
the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the
accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; 
 (j) notify
each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

 (k) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or
supplement such registration statement or prospectus. 
 In addition, the Company shall ensure that, at all times after any registration
statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act. 
 2.5. Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2 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 is reasonably required to effect the registration of such Holder’s Registrable Securities. 

2.6. Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or
qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and
disbursements, not to exceed $50,000 in the aggregate, of one counsel for the selling Holders (selected by Holders of a majority of the Registrable Securities registered thereunder) (“Selling Holder Counsel”), shall be borne
and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 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 selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn
registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the


  
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case may be; provided further that if, at the time of such withdrawal, the Holders shall 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 after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their
right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to Section 2 shall be borne and paid by the Holders pro
rata on the basis of the number of Registrable Securities registered on their behalf. 
 2.7. Delay of Registration. No Holder shall
have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this
Section 2. 
 2.8. Indemnification. If any Registrable Securities are included in a registration statement
under this Section 2: 
 (a) To the extent permitted by law, the Company will indemnify and hold harmless each
selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each 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 Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal
or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in
this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned,
nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter,
controlling Person, or other aforementioned Person expressly for use in connection with such registration. 
 (b) To the extent permitted
by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and 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 Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such
underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of
such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with
investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this 

  
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Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be
unreasonably withheld, delayed or conditioned; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds
from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder. 

(c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any third party
action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give
the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which
notice has been given, and 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 action. The failure to give 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 Subsection 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The
failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8. 

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party
otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such
case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the
aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party
in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of
the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by or on
behalf of, the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and 

  
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opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the
public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when
combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful
misconduct or fraud by such Holder. 
 (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) Unless otherwise superseded by an underwriting agreement entered into in connection with an underwritten public offering, the obligations
of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this
Agreement. 
 2.9. Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC 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 shall: 

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after
the effective date of the registration statement filed by the Company for the IPO; 
 (b) use commercially reasonable efforts to file with
the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and 

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a
written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities
Act, and the Exchange Act (at any time after the Company 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 the Company so qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time
after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form). 

  
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 2.10. 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 then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that
would allow such holder or prospective holder to include such securities in any registration 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 number of the Registrable Securities of the Holders that are included; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in
accordance with Subsection 6.9. 
 2.11. “Market
Stand-off” Agreement. 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 registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending
on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on
(1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, 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 (directly or indirectly) for Common Stock held immediately before the effective date 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 such securities, 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 Subsection 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement,
or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and
provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to
obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters
in connection with such registration are intended third-party beneficiaries of this Subsection 2.11 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 connection with such registration that are consistent with this Subsection 2.11 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 pro rata to all Company stockholders that are subject to such agreements, based on the number
of shares subject to such agreements. 

  
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 2.12. Restrictions on Transfer. 

(a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not
recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the
provisions and upon the conditions specified in this Agreement. 
 (b) Each certificate or instrument representing (i) the Preferred
Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar
event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be stamped or otherwise imprinted with a legend substantially in the following form: 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. 

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN
THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 The Holders consent to the Company making
a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12. 

(c) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the
provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the
Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail
and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to
the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale,


  
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pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any
other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such
Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action”
letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in
writing to be subject to the terms of this Subsection 2.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the
appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to
establish compliance with any provisions of the Securities Act. 
 2.13. Termination of Registration Rights. The right of any Holder
to request registration or inclusion of Registrable Securities in any registration pursuant to Subsection 2.1 or Subsection 2.2 shall terminate upon the earliest to occur of: 

(a) the closing of a Deemed Liquidation Event, as such term is defined in the Charter; 

(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s
shares without limitation during a three-month period without registration; and 
 (c) the third anniversary of the IPO. 

3. Information and Observer Rights. 

3.1. Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has
not reasonably determined that such Major Investor is a Competitor of the Company: 
 (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, audited (i) balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year and (iii) a statement of
stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of regionally or 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, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such
fiscal quarter, all prepared in accordance with GAAP (except that such financial statement may (i) be subject to normal year-

  
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end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 

(c) 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, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock
issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet
issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of
the Company as being true, complete and correct; 
 (d) as soon as practicable, but in any event at the end of each fiscal year (December
31), a budget for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and,
promptly after prepared, any other budgets or revised budgets prepared by the Company; 
 (e) as soon as practicable, but in any event
within thirty (30) days of the end of each month, (i) an unaudited income statement for such month, (ii) an unaudited balance sheet as of the end of such month and (iii) a comparison between (x) the actual amounts as of and
for such month and (y) the comparable amounts included in the Budget for such month; and 
 (f) such other information relating to the
financial condition, business, prospects or corporate affairs of the Company as any Major Investor may from time to time reasonably request (including but not limited to, third party valuation (409A) reports and quarterly detailed capitalization
reports). 
 If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in all
respects of such period the financial statements delivered pursuant to the foregoing sections shall be consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. 

Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this
Subsection 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules
applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable
efforts to cause such registration statement to become effective. In no event shall the Company be obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret
or confidential information (unless covered by the confidentiality provisions hereunder or an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure 

  
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of which would, in the reasonable opinion of the Company’s counsel, adversely affect the attorney-client privilege between the Company and its counsel. 

3.2. Inspection. The Company shall permit each Major Investor (provided that the Board of Directors has not reasonably determined that
such Major Investor is a Competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts
with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Subsection 3.2 to provide access to any
information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely
affect the attorney-client privilege between the Company and its counsel. 
 3.3. Termination of Information Rights. The
covenants set forth in Subsection 3.1 and Subsection 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes
subject to the periodic reporting requirements of Section 12(g) or Section 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Charter, whichever event occurs first. 

3.4. 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 Subsection 3.4 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 Subsection 3.4; (iii) to any existing or
prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to
maintain the confidentiality of such information; or (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. 
 4. Rights to Future Stock Issuances. 

4.1. Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the
Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major 

  
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Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and
(iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange
Act, of such Major Investor (“Investor Beneficial Owners”); provided that, each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor of the Company, unless such party’s purchase of New Securities is
otherwise consented to by the Board of Directors, (y) agrees to enter into this Agreement and each of the Fourth Amended and Restated Voting Agreement (the “Voting Agreement”) and Fourth Amended and Restated Right of First
Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that, any Competitor
shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding
the fewest number of Preferred Stock and any other Derivative Securities. 
 (a) The Company shall give notice (the “Offer
Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer
such New Securities. 
 (b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major
Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or
indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or
exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares
available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor
may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for
by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by
such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully
Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of
initial sale of New Securities pursuant to Subsection 4.1(c). 
 (c) If all New Securities referred to in the Offer Notice are
not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b),


  
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offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified
in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder
shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. 

(d) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the
Charter); (ii) shares of Common Stock issued in the IPO; or (iii) the issuance of shares of Series E Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement. 

4.2. Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect
(i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of either of Section 12(g) or Section 15(d) of the Exchange Act, or (iii) upon a Deemed
Liquidation Event, as such term is defined in the Charter, whichever event occurs first. 
 5. Additional Covenants. 

5.1. Insurance. The Company has, from financially sound and reputable insurers director and officer liability insurance in an amount and
on terms and conditions satisfactory to the Board of Directors including a majority of the Preferred Directors, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board of Directors
including a majority of the Preferred Directors determines that such insurance should be discontinued. 
 5.2. Employee Agreements.
The Company will cause each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a
nondisclosure and proprietary rights assignment agreement. 
 5.3. Board Matters. The Company shall reimburse directors for all
reasonable out of pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. 

5.4. Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person
and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with
respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may
be. 
 5.5. Expenses of Counsel. In the event of a transaction which is a Sale of the Company (as defined in the Voting Agreement of
even date herewith among the Investors and 

  
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the Company), the reasonable fees and disbursements, not to exceed $50,000, of one counsel for the Investors (“Investor Counsel”), in their capacities as stockholders, shall be
borne and paid by the Company. At the outset of considering a transaction which, if consummated would constitute a Sale of the Company, the Company shall obtain the ability to share with the Investor Counsel (and such counsel’s clients) and
shall share the confidential information (including without limitation the initial and all subsequent drafts of memoranda of understanding, letters of intent and other transaction documents and related noncompete, employment, consulting and other
compensation agreements and plans) pertaining to and memorializing any of the transactions which, individually or when aggregated with others would constitute the Sale of the Company. The Company shall be obligated to share (and cause the
Company’s counsel and investment bankers to share) such materials when distributed to the Company’s executives and/or any one or more of the other parties to such transaction(s). In the event that Investor Counsel deems it appropriate, in
its reasonable discretion, to enter into a joint defense agreement or other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under the attorney-client privilege, the Company shall, and
shall direct its counsel to, execute and deliver to Investor Counsel and its clients such an agreement in form and substance reasonably acceptable to Investor Counsel. In the event that one or more of the other party or parties to such transactions
require the clients of Investor Counsel to enter into a confidentiality agreement and/or joint defense agreement in order to receive such information, then the Company shall share whatever information can be shared without entry into such agreement
and shall, at the same time, in good faith work expeditiously to enable Investor Counsel and its clients to negotiate and enter into the appropriate agreement(s) without undue burden to the clients of Investor Counsel. 

5.6. Termination of Covenants. The covenants set forth in this Section 5, except for Subsection 5.6,
shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of either of Section 12(g) or
Section 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Charter, whichever event occurs first. 

5.7. Foreign Corrupt Practices Act. To the Company’s knowledge, neither the Company nor any of the Company’s directors,
officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the U.S.
Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such
official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i),
(ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither the Company nor any of its directors, officers, employees or agents have
made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. The Company further represents that it has maintained, and
has caused each of its subsidiaries and affiliates to maintain, systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the


  
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FCPA or any other applicable anti-bribery or anti-corruption law. Neither the Company, or, to the Company’s knowledge, any of its officers, directors or employees are the subject of any
allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to the FCPA or any other anti-corruption law. 

5.8. Harassment Policy. The Company shall, within sixty (60) days following the Closing (as defined in the Purchase Agreement),
adopt and thereafter maintain in effect (i) a Code of Conduct governing appropriate workplace behavior and (ii) an Anti-Harassment and Discrimination Policy prohibiting discrimination and harassment at the Company. 

6. Miscellaneous. 
 6.1.
Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a
Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 400,000 shares of Registrable Securities (subject
to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and
address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and
conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder
of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring
Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of
exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in
this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided herein. 
 6.2. Governing Law. This Agreement, and all matters arising herefrom or relating hereto,
shall be governed by, and construed in accordance with, the internal law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. 

6.3. 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. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other electronic transmission method and any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective for all purposes. 

  
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 6.4. Titles and Subtitles. The titles and subtitles used in this Agreement are for
convenience only and are not to be considered in construing or interpreting this Agreement. 
 6.5. Notices. All notices and other
communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by
electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) calendar days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying
next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A or Schedule B
(as applicable) hereto, or to the principal office of the Company and to the attention of the General Counsel, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in
accordance with this Subsection 6.5. If notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to Perkins Coie LLP, 505 Howard Street, Suite 1000, San Francisco, CA 94105, Attention: Matt Kirmayer. 

6.6. Amendments and Waivers. Any term of this Agreement 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 then outstanding; provided that the Company may
in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be deemed to
be a waiver); provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. 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 the same fashion (it being agreed that a waiver
of the provisions of Section 4 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). Notwithstanding the foregoing, the terms of Section 4 of this Agreement and this sentence shall not be amended, and the observance
thereof shall not be waived, directly or indirectly, as they apply to Battery Ventures XI-A, L.P., Battery Ventures XI-B, L.P., Battery Ventures XI-A Side Fund, L.P., Battery Ventures XI-B Side Fund, L.P., Battery Investment Partners XI, LLC (collectively, “Battery”), ICONIQ Strategic Partners III, LP
and ICONIQ Strategic Partners III-B, LP (collectively, “ICONIQ”), and Meritech, without the prior written consent of Battery, ICONIQ, and Meritech, respectively. 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. Any amendment, termination, or waiver effected in accordance with this Subsection
6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions 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 of any such term, condition, or provision. 

  
 -22- 













 6.7. Severability. In case any one or more of the provisions contained in this
Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision
shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law. 
 6.8.
Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may
apportion such rights as among themselves in any manner they deem appropriate. 
 6.9. Additional Investors. Notwithstanding anything
to the contrary contained herein, if the Company issues additional shares of the Company’s Series E Preferred Stock after the date hereof pursuant to the Purchase Agreement, any purchaser of such shares of Series E Preferred Stock may become a
party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be
required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. 

6.10. Entire Agreement. This Agreement (including any Schedules and Exhibits hereto), and the Charter and the other Transaction
Agreements (as defined in the Purchase Agreement) constitute the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof
existing between the parties is expressly canceled. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or
effect. 
 6.11. WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS
SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND
THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL 
 6.12. Expenses.
Each party will bear its own costs in respect of any disputes arising under this Agreement. The prevailing party shall be entitled to reasonable attorney’s 

  
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fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. 

6.13. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement,
upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default,
or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by
law or otherwise afforded to any party, shall be cumulative and not alternative. 
 6.14. Waiver of Right of First Offer. Upon the
execution and delivery of this Agreement by the Company, the Existing Investors on behalf of all Investors holding a majority in interest of the Registrable Securities (measured before giving effect to any purchase of shares of Series E Preferred
Stock) hereby irrevocably waive any contractual rights of first offer or first refusal that such Existing Investors may have pursuant to the Prior Agreement with respect to the Series E Preferred Stock. In addition, by execution hereof, such
Existing Investors on behalf of all Investors waive any right to notice regarding the issuance and sale of the Series E Preferred Stock related to such contractual rights of first offer or first refusal. Such Existing Investors on behalf of all
Investors also acknowledge the sufficiency of the Company’s offer to sell to the Existing Investors less than the required pro rata portion of the Series E Preferred Stock and waive any claim or objection regarding the sufficiency of such
offer, despite the offer being less than such Existing Investors’ pro rata share of the offering of Series E Preferred Stock. 

[Remainder of Page Intentionally Left Blank; Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	COMPANY:
	
	BRAZE, INC.
		
	By:	 	/s/ William Magnuson
	Name: William Magnuson
	Title: Chief Executive Officer



  
 SIGNATURE PAGE TO
BRAZE, INC. 
 FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	INVESTORS:
	
	MERITECH CAPITAL PARTNERS V L.P.
	By: Meritech Capital Associates V L.L.C.
	Its: General Partner
		
	By:	 	/s/ Paul Madera
	Name:	 	Paul Madera
	Title: 	 	Managing Member
	
	MERITECH CAPITAL PARTNERS V SIDECAR L.P.
	By: Meritech Capital Associates V L.L.C.
	Its: General Partner
		
	By:	 	/s/ Paul Madera
	Name:	 	Paul Madera
	Title: 	 	Managing Member
	
	MERITECH CAPITAL AFFILIATES V L.P.
	By: Meritech Capital Associates V L.L.C.
	Its: General Partner
		
	By:	 	/s/ Paul Madera
	Name:	 	Paul Madera
	Title: 	 	Managing Member



  
 SIGNATURE PAGE TO
BRAZE, INC. 
 FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	INVESTORS:
	
	 ICONIQ Strategic Partners III, L.P.,

a Cayman Islands exempted limited partnership

	
	By: ICONIQ Strategic Partners III GP, L.P.,
a Cayman Islands exempted limited partnership
	Its: General Partner
	
	By: ICONIQ Strategic Partners III TT GP, Ltd.,
a Cayman Islands exempted company
	Its: General Partner
		
	By:	 	/s/ Kevin Foster
	Name:	 	Kevin Foster
	Title: 	 	Authorized Signatory
	
	 ICONIQ Strategic Partners III-B, L.P.,

a Cayman Islands exempted limited partnership

	
	By: ICONIQ Strategic Partners III GP, L.P.,
a Cayman Islands exempted limited partnership
	Its: General Partner
	
	By: ICONIQ Strategic Partners III TT GP, Ltd.,
a Cayman Islands exempted company
	Its: General Partner
		
	By:	 	/s/ Kevin Foster
	Name:	 	Kevin Foster
	Title: 	 	Authorized Signatory



  
 SIGNATURE PAGE TO
BRAZE, INC. 
 FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	INVESTORS:
	
	BATTERY VENTURES XI-A, L.P.
	By:	 	Battery Partners XI, LLC
		 	General Partner
		
		 	/s/ Neeraj Agrawal
	Name:	 	Neeraj Agrawal
	Title:	 	Member Manager
	
	BATTERY VENTURES XI-B, L.P.
	By:	 	Battery Partners XI, LLC
		 	General Partner
		
		 	/s/ Neeraj Agrawal
	Name:	 	Neeraj Agrawal
	Title:	 	Member Manager
	
	BATTERY VENTURES XI-A SIDE FUND, L.P.
	By:	 	Battery Partners XI Side Fund, LLC
		 	General Partner
		
		 	/s/ Neeraj Agrawal
	Name:	 	Neeraj Agrawal
	Title:	 	Member Manager
	
	BATTERY VENTURES XI-B SIDE FUND, L.P.
	By:	 	Battery Partners XI Side Fund, LLC
		 	General Partner
		
		 	/s/ Neeraj Agrawal
	Name:	 	Neeraj Agrawal
	Title:	 	Member Manager
	
	BATTERY INVESTMENT PARTNERS XI, LLC
	By:	 	Battery Partners XI, LLC
		 	Managing Member
		
		 	/s/ Neeraj Agrawal
	Name:	 	Neeraj Agrawal
	Title:	 	Member Manager



  
 SIGNATURE PAGE TO
BRAZE, INC. 
 FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	INVESTORS:
	
	INTERWEST PARTNERS X, L.P.
	By: InterWest Management Partners X, LLC
	Its: General Partner
		
	By:	 	/s/ Khaled Nasr
	Name:	 	Khaled Nasr
	Title: 	 	Venture Member



  
 SIGNATURE PAGE TO
BRAZE, INC. 
 FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	INVESTORS:
	
	RALLY VENTURES FUND I, L.P.
	
	By: Rally Ventures GP I, LLC
	Its: General Partner
		
	By:	 	/s/ Jeff Hinck
		 	Jeff Hinck, Managing Member
	
	RALLY TECHNOLOGY PARTNERS FUND I, L.P.
	
	By: Rally Ventures GP I, LLC
	Its: General Partner
		
	By:	 	/s/ Jeff Hinck
		 	Jeff Hinck, Managing Member
	
	RALLY GROWTH INVESTORS, LLC
	
	By: Rally Growth GP, LLC
	Its: Manager
		
	By:	 	/s/ Jeff Hinck
		 	Jeff Hinck, Managing Director



  
 SIGNATURE PAGE TO
BRAZE, INC. 
 FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	INVESTORS:
	
	SPARK CAPITAL GROWTH FUND II, L.P.
		
	By:	 	Spark Growth Management Partners II, LLC
	 Its:
	 	General Partner
		
	By:	 	/s/ Jeremy Phillips
		 	Managing Member
	
	SPARK CAPITAL GROWTH FOUNDERS’ FUND II, L.P.
		
	By:	 	Spark Growth Management Partners II, LLC
	 Its:
	 	General Partner
		
	By:	 	/s/ Jeremy Phillips
		 	Managing Member



  
 SIGNATURE PAGE TO
BRAZE, INC. 
 FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	INVESTORS:
	
	CROSS CREEK CAPITAL II, L.P.
		
	By:	 	/s/ Tyler Christenson
	Name:	 	Tyler Christenson
	Title:	 	Managing Director
	
	CROSS CREEK CAPITAL PARTNERS IV, L.P.
		
	By:	 	/s/ Tyler Christenson
	Name:	 	Tyler Christenson
	Title:	 	Managing Director
	
	CROSS CREEK PARTNERS V, L.P.
		
	By:	 	/s/ Tyler Christenson
	Name:	 	Tyler Christenson
	Title:	 	Managing Director



  
 SIGNATURE PAGE TO
BRAZE, INC. 
 FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	INVESTORS:
	
	T5 CAPITAL PARTNERS LLC
		
	By:	 	/s Mark Ghermezian
	Name:	 	Mark Ghermezian
	Title: 	 	Partner



  
 SIGNATURE PAGE TO
BRAZE, INC. 
 FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	INVESTORS:
	
	BLUMBERG CAPITAL II, L.P.
		
	By: 	 	Blumberg Capital Management II, LLC
		 	General Partner
		
	By:	 	/s/ David J. Blumberg
	Name:	 	David J. Blumberg
	Title: 	 	Managing Member



  
 SIGNATURE PAGE TO
BRAZE, INC. 
 FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	INVESTORS:
	
	ALFAM PROPERTIES CORP.
		
	By:	 	/s/ Mark Ghermezian
	Name:	 	Mark Ghermezian
	Title: 	 	Partner














 IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date written
below. 
  

			
	INVESTORS:
	
	HERSZ US LIMITED PARTNERSHIP
	
	By: Hersz Capital GP (US) LLC
	Its: General Partner
		
	By: 	 	/s/ Mark Ghermezian
	Name:	 	Mark Ghermezian
	Title: 	 	Authorized Signatory














 SCHEDULE A 

INVESTORS 
 Name and Address

 Meritech Capital Partners V L.P. 
 Attn: Joel
Backman 
 245 Lytton Avenue, Suite 125 
 Palo Alto, CA 94301

 Meritech Capital Partners V Sidecar, L.P. 
 Attn:
Joel Backman 
 245 Lytton Avenue, Suite 125 
 Palo Alto, CA
94301 
 Meritech Capital Affiliates V L.P. 
 Attn: Joel
Backman 
 245 Lytton Avenue, Suite 125 
 Palo Alto, CA 94301

 ICONIQ Strategic Partners III, L.P. 
 394 Pacific
Avenue, 2nd Floor 
 San Francisco, CA 94111 
 Attn: Kevin
Foster 
 ICONIQ Strategic Partners III-B, L.P. 

394 Pacific Avenue, 2nd Floor 
 San Francisco, CA 94111 

Attn: Kevin Foster 
 Battery Ventures XI-A, L.P. 
 One Marina Park Drive, Suite 1100 

Boston, Massachusetts 02210 
 Battery Ventures XI-B, L.P. 
 One Marina Park Drive, Suite 1100 

Boston, Massachusetts 02210 
 Battery Ventures XI-A Side Fund, L.P. 
 One Marina Park Drive, Suite 1100 

Boston, Massachusetts 02210 
 Battery Ventures XI-B Side Fund, L.P. 
 One Marina Park Drive, Suite 1100 

Boston, Massachusetts 02210 
 Battery Investment Partners XI,
LLC 
 One Marina Park Drive, Suite 1100 












 Boston, Massachusetts 02210 

InterWest Partners X, L.P. 
 2710 Sand Hill Road, Suite
200 
 Menlo Park, CA 94025 
 Rally Ventures Fund I, L.P.

 702 Oak Grove Avenue 
 Menlo Park, CA 94025 

Rally Technology Partners Fund I, L.P. 
 702 Oak Grove
Avenue 
 Menlo Park, CA 94025 
 Rally Growth Investors, LLC

 702 Oak Grove Avenue 
 Menlo Park, CA 94025 

Blumberg Capital II, L.P. 
 c/o David Blumberg 

580 Howard Street, Suite 101 
 San Francisco, CA 94105 

Bullpen Capital L.P. 
 2108 Sand Hill Road 

Menlo Park, CA 94025 
 Accelerator Venture Capital I, LP

 c/o Alexander Lloyd 
 480 Second Street, Ste 301 

San Francisco, CA 94107 
 T5 Capital Partners LLC

 c/o Regina Davis 
 One Meadowlands Plaza 6th Floor 

East Rutherford, NJ 07073 
 Alfam Property Corp. 

9440 W Sahara Avenue Suite 400 
 Las Vegas, NV 89117 

Laurel Touby LLC 

43-45 East 19th Street, 8th Fl, 

New York, NY 10003 
 IDG Ventures SF, L.P. 

One Letterman Drive 
 Building D, Suite P100 

San Francisco, CA 94129 












 Hersz US Limited Partnership 

[address] 
 Spark Capital Growth Fund II, L.P. 

137 Newbury Street, 8th Floor 
 Boston, MA 02116 

Spark Capital Growth Founders’ Fund II, L.P. 
 137
Newbury Street, 8th Floor 
 Boston, MA 02116 
 Cross Creek
Capital II, L.P. 
 505 South Wakara Way, Suite 215 
 Salt
Lake City, UT 84108 
 Cross Creek Capital Partners IV, L.P. 

505 South Wakara Way, Suite 215 
 Salt Lake City, UT 84108 

Cross Creek Partners V, L.P. 
 505 South Wakara Way, Suite
215 
 Salt Lake City, UT 84108 
 Citi Ventures, Inc.

 [Address]