Third Amended and Restated Investors' Rights Agreement



 Exhibit 4.02 
 INFOBLOX INC. 
 THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT 
 May 1, 2010 







 TABLE OF CONTENTS 

 

									
	 	  	Page	 
	 1.
	 	Registration Rights	  	 	2	  
		 	 1.1
	  	Definitions	  	 	2	  
		 	 1.2
	  	Request for Registration	  	 	3	  
		 	 1.3
	  	Company Registration	  	 	4	  
		 	 1.4
	  	Form S-3 Registration	  	 	5	  
		 	 1.5
	  	Obligations of the Company	  	 	7	  
		 	 1.6
	  	Information from Holder	  	 	8	  
		 	 1.7
	  	Expenses of Registration	  	 	8	  
		 	 1.8
	  	Delay of Registration	  	 	9	  
		 	 1.9
	  	Indemnification	  	 	9	  
		 	 1.10
	  	Reports Under the 1934 Act	  	 	11	  
		 	 1.11
	  	Assignment of Registration Rights	  	 	12	  
		 	 1.12
	  	Limitations on Subsequent Registration Rights	  	 	12	  
		 	 1.13
	  	“Market Stand-Off” Agreement	  	 	12	  
		 	 1.14
	  	Termination of Registration Rights	  	 	13	  
			
	 2.
	 	Covenants of the Company	  	 	13	  
		 	 2.1
	  	Delivery of Financial Statements	  	 	13	  
		 	 2.2
	  	Inspection	  	 	14	  
		 	 2.3
	  	Right of First Offer	  	 	14	  
		 	 2.4
	  	Director and Officer Insurance	  	 	17	  
		 	 2.5
	  	Proprietary Information and Inventions Agreements	  	 	17	  
		 	 2.6
	  	Employee Agreements	  	 	17	  
		 	 2.7
	  	Compensation Committee	  	 	17	  
		 	 2.8
	  	Termination of Certain Covenants	  	 	17	  
			
	 3.
	 	Miscellaneous	  	 	18	  
		 	 3.1
	  	Successors and Assigns	  	 	18	  
		 	 3.2
	  	Governing Law	  	 	18	  
		 	 3.3
	  	Counterparts	  	 	18	  
		 	 3.4
	  	Titles and Subtitles	  	 	18	  
		 	 3.5
	  	Notices	  	 	18	  
		 	 3.6
	  	Expenses	  	 	18	  
		 	 3.7
	  	Entire Agreement; Amendments and Waivers	  	 	18	  
		 	 3.8
	  	Severability	  	 	19	  
		 	 3.9
	  	Aggregation of Stock	  	 	19	  
		 	 3.10
	  	Termination of Prior Agreement	  	 	19	  








 THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 1st day of May,
2010 by and among Infoblox Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.” 

RECITALS 
 WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred Stock and/or shares of Common Stock issued upon conversion thereof (the
“Series A Preferred Stock”) and/or Series B Preferred Stock and/or shares of Common Stock issued upon conversion thereof (the “Series B Preferred Stock”) and/or Series C Preferred Stock and/or shares of Common Stock issued upon
conversion thereof (the “Series C Preferred Stock”) and/or Series D Preferred Stock and/or shares of Common Stock issued upon conversion thereof (the “Series D Preferred Stock”) and/or Series E Preferred Stock and/or shares of
Common Stock issued upon conversion thereof (the “Series E Preferred Stock”) and possess registration rights, information rights, rights of first offer and other rights pursuant to the Second Amended and Restated Investors’ Rights
Agreement dated March 2, 2005 (the “Prior Agreement”); 
 WHEREAS, the Prior Agreement may be amended, and
any provision therein waived, with the consent of the Company, the holders of two-thirds of the Registrable Securities (as defined in the Prior Agreement) of the Company, and the Major Investors (as defined in the Prior Agreement) holding two-thirds
of the Registrable Securities (as defined in the Prior Agreement) held by all Major Investors (as defined in the Prior Agreement); 
 WHEREAS, the Existing Investors, as holders of a two-thirds of the Registrable Securities (as defined in the Prior Agreement) of the Company and constituting the Major Investors (as defined in the
Prior Agreement) holding two-thirds of the Registrable Securities (as defined in the Prior Agreement) held by all Major Investors (as defined in the Prior Agreement), desire to amend and restate the Prior Agreement and to accept the rights created
pursuant hereto in lieu of the rights granted to them under the Prior Agreement; and 
 WHEREAS, certain Investors (the
“New Investors”) are holders of shares of the Company’s Series F-1 Preferred Stock and/or Series F-2 Preferred Stock and/or Series F-3 Preferred Stock and/or shares of Common Stock issued upon conversion thereof (collectively, the
“Series F Preferred Stock” and collectively with the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, the “Preferred Stock”) and are parties to
that certain Agreement and Plan of Merger and Reorganization dated as of April 15, 2010 (the “Merger Agreement”), which provides that as a condition to the closing of the transactions contemplated in the Merger Agreement, this
Agreement must be executed and delivered by the New Investors, Existing Investors holding two-thirds of the Registrable Securities (as defined in the Prior Agreement) of the Company and two-thirds of the Registrable Securities (as defined in the
Prior Agreement) held by all Major Investors (as defined in the Prior Agreement), and the Company. 

  
 1 








 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the Existing Investors hereby agree that the Prior Agreement shall be superseded and replaced in its entirety by this Agreement, and the parties hereto further agree as follows: 

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

1.1 Definitions. For purposes of this Section 1: 
 (a) The term “Act” means the Securities Act of 1933, as amended. 
 (b)
The term “Form S-3” means such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to
other documents filed by the Company with the SEC. 
 (c) The term “Holder” means any person owning or having the
right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.11 hereof. 
 (d) The term
“Initial Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act. 
 (e) The term “1934 Act” means the Securities Exchange Act of 1934, as amended. 
 (f) The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance
with the Act, and the declaration or ordering of effectiveness of such registration statement or document. 
 (g) The term
“Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock, and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right
or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i) above, excluding in all cases, however, any Registrable Securities sold by a person in
a transaction in which his rights under this Section 1 are not assigned. 
 (h) The number of shares of “Registrable
Securities” outstanding shall be determined by the number of shares of Common Stock outstanding that are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities that are, Registrable Securities.

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

(j) The term “Rule 145” shall mean Rule 145 under the Act. 

  
 2 








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

1.2 Request for Registration. 
 (a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) [April     , 2012] or (ii) six (6) months after
the effective date of the Initial Offering, a written request from the Holders of thirty percent (30%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the
Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (20) days of the receipt
thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable
Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). 

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they
shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include
its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by
two-thirds (2/3rds) in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting by two-thirds (2/3rds) in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other
provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of
Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of
Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded
or withdrawn from such underwriting shall be withdrawn from the registration. 
 (c) Notwithstanding the foregoing, the Company
shall not be required to effect a registration pursuant to this Section 1.2: 
 (i) in any particular jurisdiction in
which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or


  
 3 








 (ii) after the Company has effected three (3) registrations pursuant to this Section 1.2,
and such registrations have been declared or ordered effective; or 
 (iii) during the period starting with the date sixty
(60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below,
provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or 
 (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or 

(v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed
by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration
statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such
right shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty
(120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, or a registration relating to a corporate reorganization or transaction under Rule 145 of the Act. 

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

  
 4 








 
in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof. 

(c) Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital
stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters
selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole
discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other
than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable
Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have
been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall
be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no
event shall the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of
the Company’s securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the preceding
sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and
stockholders and other affiliates (as defined in Rule 405 under the Act) of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be
a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. 

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

  
 5 








 
and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion
of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be
obligated to effect any such registration, qualification or compliance, pursuant to this section 1.4: 
 (i) if Form S-3 is not
available for such offering by the Holders; 
 (ii) if the Holders, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,500,000;

 (iii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.4 a
certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for
such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders,
provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one
hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, or a registration relating to a corporate reorganization or transaction under Rule 145 of the Act);

 (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two
registrations on Form S-3 for the Holders pursuant to this Section 1.4; or 
 (v) in any particular jurisdiction in which
the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. 
 (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made
pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of
Section 1.4 for references to Section 1.2). 
 (d) Subject to the foregoing, the Company shall file a registration
statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. 

  
 6 








 
Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2 or 1.3. 

1.5 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible: 
 (a) prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of two-thirds (2/3rds) of the Registrable
Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period
the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3
which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any
successor rule under the Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective
amendment which (I) includes any prospectus required by Section 10(a)(3) of the Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the
incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the 1934 Act in the registration statement. 

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement; 

(c) furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; 
 (d) use all commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

 (e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter of such offering; 

  
 7 








 (f) notify each Holder of Registrable Securities covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and at the request of any such Holder, prepare and furnish to
such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; 

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

(h) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such registration; and 
 (i) in the event of any
underwritten public offering, cooperate with the selling Holders, the underwriters participating in the offering and their counsel in any due diligence investigation reasonably requested by the selling Holders or the underwriters in connection
therewith, and participate, to the extent reasonably requested by the managing underwriter for the offering or the selling Holders, in efforts to sell the Registrable Securities under the offering (including, without limitation, participating in
“roadshow” meetings with prospective investors) that would be customary for underwritten primary offerings of a comparable amount of equity securities by the Company. 

1.6 Information from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to
this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of
such securities as shall be reasonably required to effect the registration of such Holder’s Registrable Securities. 
 1.7
Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4, including (without limitation) all
registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company.
Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of
the Holders of two-thirds (2/3rds) of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be


  
 8 








 
included in the withdrawn registration), unless, in the case of a registration requested under Section 1.2, the Holders of two-thirds (2/3rds) of the Registrable Securities agree to forfeit their
right to one demand registration pursuant to Section 1.2 and provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to
the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall
retain their rights pursuant to Section 1.2 and 1.4. 
 1.8 Delay of Registration. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1. 

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

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


  
 9 








 
by or on behalf of such underwriter to such person, if required by law to have been so delivered, at or prior to the written confirmation of the sale of the shares to such person, and if the
prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability. 

(b) To the extent permitted by law, each selling Holder will, severally and not jointly, indemnify and hold harmless the Company, each
of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling
securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the
Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are
based upon (and only to the extent) actions or omissions made in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any person
intended to be indemnified pursuant to this subsection 1.9(b) for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the indemnity agreement contained in this subsection 1.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of
the Holder (which consent shall not be unreasonably withheld), and provided that in no event shall any indemnity under this subsection 1.9(b) exceed the net proceeds from the offering received by such Holder. 

(c) Promptly after receipt by an indemnified party under this Section 1.9 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.9, deliver to the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by
the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section 1.9 to the extent of such prejudice, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have
to any indemnified party otherwise than under this Section 1.9. Notwithstanding the foregoing, any indemnifying party shall not enter into any settlement of any such loss, claim, damage, liability or action without the full and complete release
of all the indemnified parties. 

  
 10 









 (d) If the indemnification provided for in this Section 1.9 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on
the other hand in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations; provided, however, that no contribution by any Holder, when
combined with any amounts paid by such Holder pursuant to Section 1.9(b), shall exceed the net proceeds from the offering received by such Holder. The relative fault of the indemnifying party and the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 
 (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public
offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 
 (f) The
obligations of the Company and Holders under this Section 1.9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1 and otherwise. 

1.10 Reports Under the 1934 Act. With a view to making available to the Holders the benefits of Rule 144 and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: 

(a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective
date of the Initial Offering; 
 (b) take such action as is necessary to enable the Holders to utilize Form S-3 for the sale of
their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared
effective; 
 (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Act
and the 1934 Act; and 
 (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon
request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act
and the 1934 Act 

  
 11 









 
(at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to avail any Holder of any rule or
regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form. 
 1.11
Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such
securities that (i) is a subsidiary, parent, partner, limited partner, member retired partner or stockholder or affiliate (as defined in Rule 405 under the Act) of a Holder, (ii) is a Holder’s family member or trust for the benefit of
an individual Holder, or (iii) after such assignment or transfer, holds at least 1,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) provided: (a) the
Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such
transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including, without limitation, the provisions of Section 1.13 below; and (c) such assignment shall be effective only if
immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. 
 1.12 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of two-thirds (2/3rds) of
the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under
Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities
will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities. 
 1.13 “Market Stand-Off” Agreement. 
 (a) Each Holder hereby
agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company
and the managing underwriter (such period not to exceed one hundred eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are
then owned by the Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to


  
 12 









 
the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the
Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this
Section 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the
Company’s Initial Offering that are consistent with this Section 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the
underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements. 
 In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person
subject to the foregoing restriction) until the end of such period. 
 (b) Each Holder agrees that a legend reading
substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 1.13): 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE
ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP
PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. 
 1.14 Termination of Registration Rights. No Holder shall be entitled
to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of the sale of securities pursuant to a registration statement filed by the Company under the Act in connection
with the initial firm commitment underwritten offering of its securities to the general public (the “IPO”) or (ii) that date following the IPO when all of such Holder’s Registrable Securities could be sold without restriction
under Rule 144. 
 2. Covenants of the Company. 
 2.1 Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 500,000 shares of Registrable Securities (subject
to appropriate adjustment for stock splits, stock dividends, combinations or the like) (a “Major Investor”): 
 (a)
as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, an income statement for such 

  
 13 









 
fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to
be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; 

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

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

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

 2.3 Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby
grants to each Major Investor a right of first offer with 

  
 14 









 
respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, the term “Major Investor” includes any general partners and affiliates
of a Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate. 

Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of,
its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions: 
 (a) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) to the Major Investors stating (i) its bona fide intention to offer such Shares, (ii) the number
of such Shares to be offered and (iii) the price and terms upon which it proposes to offer such Shares. 
 (b) By written
notification received by the Company within twenty (20) calendar days after the giving of Notice, each Major Investor may elect to purchase, at the price and on the terms specified in the Notice, up to that portion of such Shares that equals
the proportion that the number of shares of Common Stock that are Registrable Securities issued and held by such Major Investor (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total
number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). The Company shall promptly, in writing, inform each Major Investor that elects
to purchase all the shares available to it (a “Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after such information is given, each Fully-Exercising
Investor may elect to purchase that portion of the Shares for which Major Investors were entitled to subscribe, but which were not subscribed for by the Major Investors, that is equal to the proportion that the number of shares of Registrable
Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase
some of the unsubscribed shares. 
 (c) If all Shares that Major Investors are entitled to obtain pursuant to subsection 2.3(b)
are not elected to be obtained as provided in subsection 2.3(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in subsection 2.3(b) hereof, offer the remaining unsubscribed portion of
such Shares to any person or persons at a price not less than that, and upon terms no more favorable to the offeree than, those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period,
or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance
herewith. 
 (d) The right of first offer in this Section 2.3 shall not be applicable to (i) the issuance or sale of
shares of Common Stock (or options therefor) to employees, directors, consultants and other service providers for the primary purpose of 

  
 15 









 
soliciting or retaining their services pursuant to plans or agreements approved by the Company’s Board of Directors; (ii) the issuance of securities pursuant to a bona fide, firmly
underwritten public offering of shares of Common Stock registered under the Act, (iii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities, (iv) the issuance of securities in connection with a
bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise approved by the Company’s Board of Directors in good faith as being in the best interests of the
Company and its stockholders, (v) the issuance of securities in connection with technology licenses, partnership agreements or other agreements, provided such issuances are primarily for other than equity financing purposes and provided such
issuances are approved by the Company’s Board of Directors (including the director elected by the holders of the Series C Preferred Stock and the director elected by the holders of the Series D Preferred Stock), (vi) the issuance and sale of
Series F Preferred Stock pursuant to the Merger Agreement, (vii) the issuance of securities to lenders, equipment lease financing entities, lessors and landlords, provided such issuances are primarily for other than equity financing purposes and
provided such issuances are approved by the Company’s Board of Directors (including the director elected by the holders of the Series C Preferred Stock and the director elected by the holders of Series D Preferred Stock), (viii) the issuance of
securities that have been subjected to the rights contained in this Section 2.3(d) where such rights have either been exercised or waived or have expired, (ix) the issuance of securities in connection with any proportionate stock split, stock
dividend or distribution, recapitalization or similar event by the Company, (xi) the issuance of stock, warrants or other securities or rights to persons or entities with which the Company has business relationships (including, but not limited to,
value added resellers), provided such issuances are primarily for other than equity financing purposes and provided such issuances are approved by the Company’s Board of Directors (including the director elected by the holders of Series C
Preferred Stock and the director elected by the holders of Series D Preferred Stock). In addition to the foregoing, the right of first offer in this Section 2.3 shall not be applicable with respect to any Major Investor in any subsequent offering of
Shares if (i) at the time of such offering, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501 (a) of the Act and (ii) such offering of Shares is otherwise being offered only to accredited
investors. 
 (e) The rights provided in tins Section 2.3 may not be assigned or transferred by any Major Investor;
provided, however, that a Major Investor may assign or transfer such rights to any affiliate (as defined in Rule 405 under the Act) of such Major Investor and a Major Investor that is a venture capital fund may assign or transfer such rights to an
affiliated venture capital fund. 
 (f) Notwithstanding the foregoing, if (i) the rights provided in this Section 2.3
are waived pursuant to Section 3.7 by the holders of at least two-thirds (2/3rds) of the Registrable Securities (the “Waiving Holder(s)”) with respect to a particular offering of Shares (a “Waived Offering”) and
(ii) any such Waiving Holder(s) or their affiliates purchase Shares in such Waived Offering within sixty (60) days of such waiver, any Major Investor that was not a Waiving Holder shall have the right to purchase such number of Shares
equal to its Waiver Pro Rata (as defined herein). For the purposes of this Section 2.3(f) only, Waiver Pro Rata shall mean up to that portion of such Shares that equals the proportion that the highest number of Shares purchased in such Waived
Offering by a Waiving Holder (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to 

  
 16 









 
the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). 

(g) Solely for purposes of Section 2.1, Section 2.2 and Section 2.3, Open Prairie Ventures I, L.P. shall be deemed a
“Major Investor” for so long as it owns Series C Preferred Stock or any shares of Common Stock issued upon conversion of such shares of Series C Preferred Stock. 
 2.4 Director and Officer Insurance. The Company shall obtain and maintain in full force and effect director and officer in an amount and upon terms reasonably acceptable to the Investors.

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

2.6 Employee Agreements. Unless approved by the Board of Directors of the Company, all future employees of the Company who shall
purchase, or receive options to purchase, shares of the Company’s Common Stock following the date hereof shall be required to execute stock purchase or option agreements providing for (i) vesting of shares over a four-year period with the
first 25% of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter and (ii) a 180-day lockup period in
connection with the Company’s initial public offering. The Company shall retain a right of first refusal on transfers until the Company’s initial public offering and the right to repurchase unvested shares at cost. 

2.7 Compensation Committee. The Company shall establish and maintain a Compensation Committee, which shall make recommendations
to the Board of Directors of the Company regarding (a) changes in compensation for management, (b) changes in compensation at the director level and above, (c) the hiring and termination of the Company’s officers and other key
employees, (d) stock options or (e) as the Board of Directors of the Company otherwise directs. Such Compensation Committee shall consist of two (2) directors of the Board of Directors of the Company which shall include (i) the
Series C Director (as such term is defined in that certain Fourth Amended and Restated Voting Agreement dated as of the date hereof) and (ii) the Series A/B Director (as such term is defined in that certain Fourth Amended and Restated Voting
Agreement dated as of the date hereof). 
 2.8 Termination of Certain Covenants. The covenants set forth in Sections 2.1
through 2.7 shall terminate and be of no further force or effect upon the consummation of (i) the Company’s sale of its Common Stock or other securities pursuant to a Registration Statement under the Act (other than a registration
statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) or (ii) a Liquidation Event, as that term is defined in the
Company’s Amended and Restated Certificate of Incorporation (as amended from time to time). 

  
 17 









 3. Miscellaneous. 

3.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 

3.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California as applied to
agreements among California residents entered into and to be performed entirely within California. 
 3.3 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A telecopy or facsimile signature has the same effect as an original
signature. 
 3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this Agreement. 
 3.5 Notices. All notices and other
communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal
business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with
a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on the signature pages attached hereto (or at such
other addresses as shall be specified by notice given in accordance with this Section 3.5). 
 3.6 Expenses. If any
action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such
party may be entitled. 
 3.7 Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if
any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Sections 2.1 through 2.6) 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 at least two­thirds (2/3rds) of the Registrable Securities. The
provisions of Sections 2.1 through 2.6 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least
two-

  
 18 









 
thirds (2/3rds) of the Registrable Securities that are held by Major Investors. Notwithstanding the foregoing, in the event that any amendment, termination or waiver, would alter, change or waive
the rights and obligations of an Investor in an adverse manner that is different than, and disproportionate to, the treatment by such amendment, termination or waiver of the rights of all Investors, then such amendment, termination or waiver shall
also require the written consent of such adversely affected Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities, each future holder of all such Registrable
Securities, and the Company. 
 3.8 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

 3.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by affiliated entities (including
affiliated venture capital funds) or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 
 3.10 Termination of Prior Agreement. Upon the effectiveness of this Agreement, the Prior Agreement shall terminate and be of no further force and effect, and shall be suspended and replaced in its
entirety by this Agreement. 

  
 19 









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

					
	INFOBLOX INC.
		
	By:	 	 /s/ Robert Thomas

		 	Robert Thomas
		 	President and Chief Executive Officer
			
	Address:	 		 	4750 Patrick Henry Drive Santa Clara, CA 95054


  
  

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC. 








			
	INVESTORS:
	
	Sequoia Capital X
	Sequoia Technology Partners X
	Sequoia Capital X Principals Fund
		
	By:	 	SC X Management, L.L.C.,
		 	A Delaware Limited Liability Company
		 	General Partner of Each
		
	By:	 	 /s/ Michael L. Goguen

		 	Managing Member
	
	SEQUOIA CAPITAL FRANCHISE FUND
	SEQUOIA CAPITAL FRANCHISE PARTNERS
		
	By:	 	SCFF Management, LLC
		 	A Delaware Limited Liability Company
		 	General Partner of Each
		
	By:	 	 /s/ Michael L. Goguen

		 	Managing Member
	
	SEQUOIA CAPITAL IX
	SEQUOIA CAPITAL ENTREPRENEURS ANNEX FUND
		
	By:	 	SC IX.I Management, LLC
		 	A Delaware Limited Liability Company
		 	General Partner of Each
		
	By:	 	 /s/ Michael L. Goguen

		 	Managing Member

  
  

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC. 








			
	INVESTORS:
	
	TENAYA CAPITAL IV, LP
	
	 By: Tenaya Capital IV Annex GP, LLC,
 its General Partner

		
	By:	 	 /s/ James D. Hinson

		
	Name:	 	 James D. Hinson

		
	Title:	 	 COO


  
  

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC. 








			
	INVESTORS:
	
	Tenaya Capital IV-C, L.P. (f/k/a Lehman Brothers Venture Partners 2003-C, L.P.)
	By: Tenaya Capital IV GP, L.P., its General Partner
	By: Tenaya Capital IV GP, LLC, its General Partner
		
	By:	 	 /s/ James D. Hinson

	Name:	 	 James D. Hinson

	Title:	 	 COO

	
	Tenaya Capital IV-P, L.P. (f/k/a Lehman Brothers Venture Partners 2003-P, L.P.)
	By: Tenaya Capital IV GP, L.P., its General Partner
	By: Tenaya Capital IV GP, LLC, its General Partner
		
	By:	 	 /s/ James D. Hinson

	Name:	 	 James D. Hinson

	Title:	 	 COO

	
	Lehman Brothers Diversified Private Equity Fund 2004 Partners
		
	By:	 	 /s/ Ashvin Rao

	Name:	 	 Ashvin Rao

	Title:	 	 Authorized Signatory


  
  

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC. 








			
	INVESTORS:
	
	Lehman Brothers Venture Capital Partners II, L.P.
	By: Lehman Brothers Venture Associates II LLC, its General Partner
		
	By:	 	 /s/ Ashvin Rao

	Name:	 	 Ashvin Rao

	Title:	 	 Authorized Signatory

	
	Lehman Brothers Partnership Account 2000/2001, L.P.
	By: Lehman Brothers Partnership GP 2000/2001, L.P., its General Partner
	By: LB I Group Inc., its General Partner
		
	By:	 	 /s/ Ashvin Rao

	Name:	 	 Ashvin Rao

	Title:	 	 Vice President

	
	Lehman Brothers Offshore Partnership Account 2000/2001, L.P.
	By: Lehman Brothers Offshore Partnership GP 2000/2001, L.P., its General Partner
	By: Lehman Brothers Offshore Partners Ltd., its General Partner
		
	By:	 	 /s/ Ashvin Rao

	Name:	 	 Ashvin Rao

	Title:	 	 Vice President


  
  

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC. 







 INVESTORS: 
  

			
	Duchossis Technology Partners, L.L.C.
		
	By:	 	 /s/ Dan Phelps

	Name:	 	 DAN PHELPS

	Title:	 	 GENERAL PARTNER


  
  

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC. 







 Schedule A 

SCHEDULE OF INVESTORS 
 Sequoia
Capital X 
 Sequoia Technology Partners X 
 Sequoia Capital X Principals Fund 
 Sequoia Capital Franchise Partners 

Sequoia Capital Franchise Fund 
 Sequoia Capital
IX 
 Sequoia Capital Entrepreneurs Annex Fund 
 Duchossois Technology Partners, L.L.C. 
 Chess Ventures, LLC 

Chess Ventures, Ltd. 
 Chess Venture Partners,
Ltd. 
 Open Prairie Ventures I, L.P. 

Robert L. Grossman 
 Peter Foley 

Lehman Brothers Venture Partners 2003-C, L.P. 

Lehman Brothers Venture Partners 2003-P, L.P. 

Lehman Brothers Venture Capital 2003 Partnership 

Lehman Brothers P.A. LLC 
 Lelmmn Brothers
Venture Capital Partners Ii, L.P. 
 Lehman Brothers Partnership Account 2000/2001, L.P. 
 Lehman Brothers Offshore Partnership Account 2000/2001, L.P. 
 G&H Partners 

Blair Revocable Trust DTD 12/30/92 
 Angel Food,
Inc. 
 Network Value Components 
 Big
Basin Partners LP 
 Focus Ventures II, L.P 
 FV Investors II A, L.P. 
 FV Investors II QP, L.P. 

The Co-Investment Fund II, L.P. 
 Hsun Chou

 Victor Parker 
 Trinity Ventures IX,
L.P. 
 Trinity IX Side-By-Side Fund, L.P. 
 Trinity IX Entrepreneurs’ Fund, L.P. 
 Novak Biddle Venture Partners IV, L.P. 

Gold Hill Capital 
 Jarhead Investments LLC

 Don Pyle 
 Nigel Pugh 

Terrance C. Slattery