Third Amended and Restated Investors Rights Agreement



 Exhibit 4.2 
 THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 
 THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is entered into as of
February 24, 2004, by and among Fortinet, Inc., a Delaware corporation (the “Company”), Ken Xie and Michael Xie (each a “Founder,” and collectively, the “Founders”) and the investors in the
Company listed on Schedule A hereto (referred to collectively as the “Investors” and individually as the “Investor”). 
 WHEREAS, certain Investors (the “Series A Investors”) purchased shares of the Company’s Series A Preferred Stock, par value $0.001 per share
(the “Series A Stock”), pursuant to that certain Series A Preferred Stock Purchase Agreement, dated as of December 14, 2000; 
 WHEREAS, certain Investors (the “Series B Investors”) purchased shares of the Company’s Series B Preferred Stock, par value $0.001 per share
(the “Series B Stock”), pursuant to that certain Series B Preferred Stock Purchase Agreement, dated as of May 24, 2001; 
 WHEREAS, certain Investors (the “Series C Investors”) purchased shares of the Company’s Series C Preferred Stock, par value $0.001 per share
(the “Series C Stock”), pursuant to that certain Series C Preferred Stock Purchase Agreement, dated as of May 31, 2002; 
 WHEREAS, certain Investors (the “Series D Investors”) purchased shares of the Company’s Series D Preferred Stock, par value $0.001 per share (the “Series D
Stock”), pursuant to that certain Series D Preferred Stock Purchase Agreement, dated as of August 15, 2003; 
 WHEREAS, the Series A Investors, Series B Investors, Series C Investors and Series D Investors possess registration rights, information rights, and other rights pursuant to that certain Amended and Restated
Investors’ Rights Agreement, dated as of August 15, 2003 between the Company and such Investors (the “Prior Agreement”); 
 WHEREAS, the Company and certain of the Investors are entering into the Series E Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”),
pursuant to which the Company shall sell, and the Investors shall acquire, shares of the Company’s Series E Preferred Stock, par value $0.001 per share (the “Series E Stock,” which together with the Series A
Stock, Series B Stock, Series C Stock, and Series D Stock is collectively referred to as the “Preferred Stock”); 
 WHEREAS, the undersigned Series A Investors, Series B Investors, Series C Investors, and Series D Investors desire to terminate the Prior Agreement and to accept the rights created pursuant hereto
in lieu of the rights granted to them under the Prior Agreement; 
 WHEREAS, in order to induce the Company to approve the
issuance of the Series E Stock and to induce certain of the Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to
cause the Company to register shares of Common Stock 








 
issued or issuable to them under the U.S. securities laws and certain other matters as set forth herein; and 
 WHEREAS, pursuant to Sections 5.7 and 5.8 of the Prior Agreement, the Prior Agreement may be amended by the Company and Investors
holding at least seventy-five percent (75%) of the then outstanding Registrable Securities (for the purposes of this clause only, as defined in the Prior Agreement) party thereto, and the undersigned parties to this Agreement include the
Company and the holders of a majority of such Registrable Securities. 
 NOW, THEREFORE, the parties hereto agree as follows:

 1.        Termination of Prior Rights. Each party hereto agrees and
acknowledges that the Prior Agreement is hereby terminated and this Agreement supersedes all prior agreements and understandings among the parties with respect to registration rights for the Registrable Securities (as defined herein) and all other
matters addressed herein. 
 2.        Restrictions on Transferability. Each
Investor hereby acknowledges and agrees that the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock shall not be sold, assigned, transferred or pledged except upon conditions specified in this Agreement, which conditions
are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”). Each Investor will cause any proposed purchaser, assignee, transferee or pledgee of
the Preferred Stock to agree to take and hold such securities subject to the provisions specified in this Agreement. 
 3.        Registration Rights. 
 3.1        Certain Definitions. As used in this Agreement: 
 (a)        The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement
in compliance with the Securities Act and the subsequent declaration or ordering of the effectiveness of such registration statement. 
 (b)        The term “Registrable Securities” means (i) the shares of Common Stock of the Company (the “Common Stock”) issuable or issued
upon conversion of the Preferred Stock, (ii) the shares of Common stock issuable or issued upon conversion of the Preferred Stock issued upon exercise, conversion or exchange of the Warrants, (iii) the shares of Common Stock issued to the
Founders; provided, however, that such shares of Common Stock shall not be deemed Registrable Securities for purposes of Sections 3.2, 3.6, 3.15, 4.1, 4.2, 4.3 and 5.7 and (iv) any other shares of Common Stock issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, upon conversion of, in exchange for or in replacement of the shares referenced in (i), (ii) and
(iii) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which such person’s rights under this Agreement are not assigned; provided, however, that such Common Stock shall only be treated
as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, including sales made pursuant to Rule 144 promulgated under the
Securities Act or (B) sold in a transaction exempt 

  

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from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and
restrictive legends with respect thereto, if any, are removed upon the consummation of such sale. 
 (c)        The number of shares of “Registrable Securities then outstanding” shall be the sum of the number of shares of Common Stock outstanding that are Registrable Securities plus
the number of shares of Common Stock issuable upon exercise or conversion of then exercisable or convertible securities that are Registrable Securities. 
 (d)        The term “Holder” means any (i) Investor or (ii) other person owning or having the right to acquire Registrable Securities who acquired
such Registrable Securities in a transaction or series of transactions not involving any registered public offering or who validly was assigned rights hereunder by the transferor. 
 (e)        The term “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 Securities and Exchange Commission (“SEC”) that permits inclusion or incorporation of substantial information by reference to
other documents filed by the Company with the SEC. 
 (f)        The term
“Warrants” means (i) the warrants to purchase Series D Stock and (ii) the warrants to purchase Series E Stock. 
 3.2        Request for Registration. 
 (a)        Subject to the conditions of this Section 3.2, if the Company shall receive at any time after the earlier of (i) August 15, 2008 or (ii) twelve (12) months after
the effective date of the Company’s first firm commitment underwritten public offering of its Common Stock (the “Initial Offering”), a written request from the Holders of thirty percent (30%) or more of the
Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate
offering price of at least $5,000,000, 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 3.2, use best efforts to
effect, as soon as practicable, the registration under the Securities 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 3.2(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 3.2 and the Company shall include
such information in the written notice referred to in Section 3.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders
proposing to distribute their securities through such underwriting shall enter into an underwriting 

  

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agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which
underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.2, if the underwriter advises the Company that marketing factors require a limitation of 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 on a pro rata basis 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)        The Company shall not be required to effect a registration pursuant to this Section 3.2: 
 (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 Securities Act; or 
 (ii)        after the Company has effected two (2) registrations pursuant to this
Section 3.2, 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 3.3 below, provided that the Company is actively employing in good faith all 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 3.6 hereof; or 
 (v)        if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.2, a certificate signed by the Company’s President 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 ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any
twelve-month period. 
 3.3        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 Securities Act in connection with the public offering of such securities solely for cash (other than a
registration relating either to 

  

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the sale of securities to participants in a Company stock option, stock purchase or similar plan or a registration relating to a corporate reorganization or
other transaction under SEC Rule 145), 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, the Company shall, subject to the provisions of Section 3.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Each Holder’s written request
shall state the number of Registrable Securities such Holder wishes to include in such registration statement. Holders that do not elect to participate in any registration and underwriting under this Section 3.3 shall nevertheless continue to
have the right to include any Registrable Securities in subsequent registrations and underwritings to which this Section 3.3 is applicable. 
 (b)        The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3.3 prior to the effectiveness of such registration
whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 3.7 hereof. 
 (c)        Except as otherwise provided herein, there shall be no limit on the number of times
the Holders may request registration of Registrable Securities under this Section 3.3; provided that payment of expenses for such registrations is subject to Section 3.7. 
 3.4        Obligations of the Company. Whenever required under this Section 3 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 its best efforts to cause such registration statement to become effective and,
upon the request of the Holders of a majority of the Registrable Securities registered thereunder keep such registration statement effective for up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the
Registration Statement has been completed. 
 (b)        Prepare and file with the
SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement for the period set forth in paragraph (a) above. 
 (c)        Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as
they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. 
 (d)        Use its best efforts to cause the listing of the Registrable Securities for trading on the Nasdaq Stock Market or on another national or regional securities exchange on which the Common
Stock of the Company is then listed or traded. 
  

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 (e)        Use its best 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. 
 (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
managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 
 (g)        Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required
to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. 
 (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. 
 3.5        Furnish
Information. The Holder or Holders of Registrable Securities included in any registration 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 required to effect the registration of such Holder’s Registrable Securities. 
 3.6        Form S-3 Registration. In case the Company shall receive from the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding 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 best
efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ 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 3.6: 
  

	 	 (1)
	 if Form S-3 is not available for use by the Company with respect to such offering by the Holders; 


  

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	 	 (2)
	 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 $1,000,000; 


  

	 	 (3)
	 if the Company shall furnish to the Holders a certificate signed by the President or Chairman of the Board of the Company stating that in the good faith judgment
of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the
Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 3.6; provided, however, that the Company shall not utilize this right more
than once in any twelve-month period; 


  

	 	 (4)
	 if the Company has, within the twelve-month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to
this Section 3.6; or 


  

	 	 (5)
	 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 3.6 and the Company shall include such information in the written notice referred to in Section 3.6(a). The provisions of Section 3.2(b) shall be applicable to such request (with the substitution of
Section 3.6 for references to Section 3.2). 
 (d)        Subject to the
foregoing, the Company shall file a registration statement on Form S-3 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 Holders.
Registrations effected pursuant to this Section 3.6 shall not be counted as requests for registration effected pursuant to Section 3.2. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may
request registration of Registrable Securities under this Section 3.6. 
 3.7        Expenses. The Company shall bear the registration expenses (exclusive of underwriting discounts, commissions and, other than as set forth below, expenses of special 
  

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counsel of a selling stockholder) of up to two demand registrations pursuant to Section 3.2, three “piggyback registrations” pursuant to
Section 3.3 and all Form S-3 registrations pursuant to Section 3.6, including the expenses of one special counsel to the selling stockholders not to exceed Twenty-Five Thousand Dollars ($25,000). Notwithstanding the foregoing, the Company
shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 3.2 or Section 3.6 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the
Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), provided, however,
that in the case of a registration requested under Section 3.2 which is subsequently withdrawn, the Company shall pay the expenses of such registration if in connection therewith, the Holders of a majority of the Registrable Securities agree to
forfeit their right to one (1) demand registration pursuant to Section 3.2 and, provided, further, 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 Sections 3.2 and 3.6. 
 3.8        Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Company, the Company shall not be required under Section 3.3
to include the Registrable Securities of any Holder that fails to execute the underwriting agreement entered into between the Company and the underwriter or underwriters selected by it. In addition, the Company shall be required to include in the
offering only that number of Registrable Securities that the underwriters determine in good faith will not jeopardize the success of the offering (the securities so included to 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 such selling Holders), but in no event shall (i) 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 Offering, in which case the selling Holders may be completely excluded if the underwriters make the
determination described above and no other stockholder’s securities are included, (ii) any securities held by the Founder be included if any securities held by the Investors are excluded, and (iii) any securities (other than those of
the Company) be included in such underwriting which would reduce the number of shares included by the Holders without the consent of the majority-in-interest of the Holders of the outstanding Registrable Securities that desire to include securities
in the offering. 
 3.9        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 3. 
 3.10        Indemnification. In the event any Registrable Securities are included in a
registration statement under this Section 3: 
 (a)        To the extent
permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder 

  

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and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended
(the “1934 Act”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the 1934 Act, any state securities law or any rule or regulation
promulgated under such laws, 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
supplement thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law; and the Company will pay as incurred to each such Holder,
underwriter or controlling person, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in
this subsection 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 which occurs in reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by any such Holder, underwriter or controlling person and is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made
in a preliminary prospectus on file with the SEC at the time the registration statement becomes effective or the amended prospectus filed with the SEC pursuant to Rule 424(b) (the “Final Prospectus”), such indemnity agreement shall
not inure to the benefit of (i) any underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act, and if the
Final Prospectus would have cured the defect giving rise to the loss, liability, claim or damage or (ii) any Holder, if there is no underwriter and if a copy of the Final Prospectus was furnished to such Holder and was not subsequently
furnished by the Holder to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act, if the Final Prospectus would have cured the defect giving rise to the loss, liability, claim
or damage. 
 (b)        To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, 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 (severally and not jointly) to which any of the foregoing persons may become
subject, under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only
to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other
expenses reasonably incurred by any person intended to be indemnified pursuant to 

  

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this subsection, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably
withheld; provided that in no event shall any indemnity under this subsection exceed the net proceeds from the offering received by such Holder. 
 (c)        Promptly after receipt by an indemnified party under this Section 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, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees and expenses 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, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section. 
 (d)        If the indemnification provided for in this Section 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 of the indemnified party on the other 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 3.10(b),
shall exceed the net proceeds from the offering received by such Holder. 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 alleged untrue
statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to
correct or prevent such statement or omission. 
 (e)        The obligations of the
Company and Holders under this Section shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 3, and otherwise. 
  

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 (f)        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. 
 3.11        Reports Under Securities Exchange Act of
1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act 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, the Company agrees to: 
 (a)        make and keep
public information available, as those terms are understood and defined in SEC Rule 144 (or any successor rule promulgated under the Securities Act, “Rule 144”), at all times after the effective date of the first registration
statement filed by the Company for the offering of its securities to the general public; and 
 (b)        file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the 1934 Act; and 
 (c)        furnish to any Holder, so long as the Holder owns any Registrable Securities,
forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by
the Company), the Securities Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies),
(ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information in the possession of or reasonably obtainable by the Company as any
Holder may reasonably request in availing itself of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form. 
 3.12        Assignment of Registration Rights. The rights to cause the Company to register
Registrable Securities pursuant to this Section 3 may be assigned by an Investor to a transferee or assignee who agrees in writing to be bound by the terms hereof; provided that 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; and provided, further, that 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 Securities Act. The foregoing limitation shall not apply, however, to transfers by an Investor to other stockholders
of the Company, stockholders or other equity holders of an Investor, other entities in which an Investor is a stockholder or equity holder, affiliates, family members, family trusts, partners, limited partners or retired partners or members of the
Investor (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) if all such transferees or assignees agree in writing to be bound by the
terms hereof and to appoint a single representative as their attorney in fact for the purpose of receiving any notices and exercising their rights under this Agreement. 
  


 11 








 3.13        Market Stand-Off Agreement.
Each Holder of Registrable Securities and each Founder hereby agrees that for a period not to exceed 180 days following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent
requested by the Company and such underwriter, sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Common Stock (or other securities) of the Company held by it at any time during such period except
Common Stock included in such registration; provided, however, that: 
 (a)        such agreement shall be applicable only to the first such registration statement of the Company which covers Common Stock (or other securities) to be sold on its behalf to the public in an
underwritten offering; 
 (b)        all officers and directors and greater than or
equal to one percent (1%) stockholders of the Company enter into similar agreements; and 
 (c)        the Company shall not during same period sell, or otherwise transfer or dispose any Common Stock of the Company, except in connection with the grant to and/or exercise of stock options by
employees, consultants and directors of the Company. 
 To enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of the Investor (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. The underwriters in connection with the
Company’s initial underwritten public offering are intended third-party beneficiaries of this Section 3.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Any discretionary
waiver or termination of the restrictions of any or all of such market stand-off 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.

 3.14        Termination of Registration Rights. No Holder shall be entitled
to exercise any right provided for in this Section 3 (a) after five (5) years following the consummation of the Company’s Initial Offering or (b) as to any Holder, during such earlier time at which the Company’s shares
are publicly traded on a national securities exchange or the Nasdaq Stock Market (or substantially equivalent or successor securities market) and all Registrable Securities held by such Holder can be sold in compliance with Rule 144.

 3.15        Limitation 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 at least seventy-five percent (75%) of the outstanding Registrable Securities, enter into any agreement granting any holder or prospective
holder of any securities of the Company registration rights senior to or pari passu with those granted to the Holders hereunder. 
 4.        Covenants of the Company. 
 The Company hereby covenants to each of the
Investors as follows: 
 4.1        Delivery of Financial Statements

  

 12 








 (a)        Basic Financial Information and
Reporting. 
  

	 	 (1)
	 The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system
of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted
accounting principles consistently applied. 


  

	 	 (2)
	 The Company will furnish each Holder as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days
thereafter, a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally
accepted accounting principles and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent
public accountants of national standing selected by the Company’s Board of Directors. 


 (b)        In addition, the Company shall deliver to each Investor who holds at least 250,000 shares of Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations,
or the like with respect to such shares) in the Company (a “Major Investor”), unaudited quarterly consolidated statements of income and cash flows of the Company in the same reasonable detail as the financial statements delivered
pursuant to Section 4.1(a)(2) and the Company’s operating business plan for the fiscal year prior to the beginning of that fiscal year. 
 4.2        Inspection. The Company shall permit each Major Investor, at such Major Investor’s expense, reasonable access to allow such Major Investor 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 4.2 to provide access to any information that it reasonably considers to be a trade secret or similar confidential information. 
 4.3        Right of First Offer. (a) Subject to the terms and conditions specified in this
Section 4.3, the Company hereby grants to each Major Investor a right of first offer (the “Right of First Offer”) to purchase up to or all of its pro rata share of any Additional Shares of Common Stock (as defined below) that
the Company may, from time to time, propose to sell and issue. A Major Investor’s pro rata share, for purposes of this Right of First Offer, is the ratio of: the number of shares of Common Stock owned by such Major Investor immediately prior to
the 
  

 13 








 
issuance of the Additional Shares of Common Stock, assuming full conversion of any Preferred Stock and the exercise of any option or warrant held by such
Major Investor, to the total number of shares of the Company’s outstanding Common Stock, assuming full conversion of the Preferred Stock and exercise of all outstanding convertible securities, rights, options and warrants. For purposes of this
Section 4.3, “Major Investor” includes any general partners or 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 affiliates in such
proportions as it deems appropriate. 
 (b)        In the event the Company proposes
to undertake an issuance of Additional Shares of Common Stock, it shall give each Major Investor written notice (the “Issuance Notice”) of its intention, describing the type of Additional Shares of Common Stock, their price and the
general terms upon which the Company proposes to issue the same. Each Major Investor shall have ten (10) business days after the receipt of such notice to agree to purchase up to or all of such Major Investor’s pro rata share of such
Additional Shares of Common Stock for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of the Additional Shares of Common Stock to be purchased. The Company shall promptly,
in writing, inform each Major Investor that purchases all the shares available to it (each, a “Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 10-day period commencing after receipt
of such information, each Fully-Exercising Investor shall be entitled to obtain up to that portion of the Additional Shares of Common Stock 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 then held by such Fully-Exercising Investor bears to the total number of shares of Registrable Securities held by all Fully-Exercising Investors (assuming full
conversion and exercise of all convertible or exercisable securities then outstanding). 
 (c)        If all Additional Shares of Common Stock that Major Investors are entitled to obtain pursuant to Section 4.3(a) are not elected to be obtained as provided in Section 4.3(a) and
(b), the Company may, during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), offer the remaining unsubscribed portion of such Additional Shares of Common Stock 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 Issuance Notice. If the Company does not enter into an agreement for the sale of the Additional Shares of Common Stock within such period, or if
such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Additional Shares of Common Stock shall not be offered unless first reoffered to the Major
Investors in accordance herewith. 
 (d)        For the purposes of this
Section 4.3, Additional Shares of Common Stock shall mean any shares of, or securities convertible into or exchangeable or exercisable for any shares of, capital stock of the Company; provided that Additional Shares of Common Stock shall not
include (1) Common Stock issued upon conversion of Series A Stock, Series B Stock, Series C Stock, Series D Stock or Series E Stock; (2) the Warrants or any securities issuable or issued upon exercise, conversion or exchange of the
Warrants; (3) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock grant, stock option plan, stock purchase plan or other employee stock incentive program approved by the Company’s Board
of Directors; (4) securities issued in any Qualified Public Offering (as defined 

  

 14 








 
in the Company’s Certificate of Incorporation, as amended from time to time); (5) securities issued pursuant to the acquisition by merger, purchase
of assets, or other reorganization, of another corporation by the Company whereby the stockholders of the Company will own greater than 50% of the voting power of the surviving entity; (6) securities issued in connection with any equipment
lease financing transaction, equipment purchase transaction, real estate leases or bank financing transaction, provided that such issuance is primarily for other than equity financing purposes; (7) securities issued to corporate or strategic
partners pursuant to transactions approved by the Company’s Board of Directors, provided that such issuance is primarily for other than equity financing purposes; (8) shares of Common Stock or Preferred Stock issued in connection with any
stock split, stock dividend, or recapitalization of the Company; or (9) Series E Stock issued after the date hereof pursuant to the terms of the Purchase Agreement. 
 4.4        Reservation of Common Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the
conversion of the Preferred Stock, all Common Stock issuable from time to time upon such conversion. 
 4.5        Common Stock Vesting. All shares of Common Stock (including options therefor) granted to new employees shall after the date hereof (i) vest with respect to 25% of such shares
following the first year of service to the Company, and with respect to an additional 1/48th of such shares after each additional month of service to the Company, such that the shares shall be fully vested after four (4) years of service to the
Company, (ii) be nontransferable prior to vesting as provided in the preceding subsection (i), (iii) be subject to a right of first refusal in favor of the Company until the Company’s Initial Offering, and (iv) be subject to
Section 3.13 hereof. Shares of Common Stock (or options therefor) granted to members of the Board of Directors or advisors to the Company may vest monthly, provided that the vesting terms for such shares shall be approved by the Board of
Directors. 
 4.6        Proprietary Information and Inventions Agreements.
The Company shall require all employees and consultants to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form provided to the Investors. 
 4.7        Termination of Covenants. The covenants of the Company contained in
Sections 4.1, 4.2, 4.3, 4.4 and 4.5 shall expire and terminate as to each Investor immediately after the effectiveness of the Company’s Initial Offering. 
 5.        Miscellaneous. 
 5.1        Assignment. Subject to the provisions of Section 3.12 hereof, 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 hereto. 
 5.2        Governing Law.
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to
principles of conflicts of law. 
  

 15 








 5.3        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. 
 5.4        Notices. Unless otherwise provided, any notice under this Agreement shall be given in writing and shall be deemed effectively delivered
(a) upon personal delivery to the party to be notified, (b) upon confirmation of receipt by fax or electronic mail by the party to be notified if sent during normal business hours of the recipient; if not, then on the next business day,
(c) one (1) business day after deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth in (d), or (d) five days after deposit with the United States Postal Service, postage prepaid,
registered or certified with return receipt requested and addressed to the party to be notified at the address indicated for such party on the exhibits hereto, or at such other address as such party may designate by 10 days advance written notice to
the other party given in the foregoing manner. 
 5.5        Ownership. Each
Founder represents and warrants that such Founder is the sole legal and beneficial owner of the shares of stock subject to this Agreement and that no other person has any interest (other than a community property interest) in such shares.

 5.6        Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement, and the balance of this Agreement shall be enforceable in accordance
with its terms. 
 5.7        Amendment, Waiver and Additional Rights. Any
provision of this Agreement (other than Sections 4.1(b), 4.2 and 4.3) 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 (i) the Company and (ii) the Holders holding at least seventy-five percent (75%) of the then outstanding Registrable Securities; provided, however, that in the event that such amendment or waiver adversely
affects the obligations or rights of the Founders in a different manner than the other Holders, such amendment or waiver shall also require the written consent of the holders of a majority in interest of the Founders. The provisions of Sections
4.1(b), 4.2 and 4.3 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (i) the Company and (ii) the holders of at least seventy-five percent
(75%) of the then outstanding Registrable Securities then held by the Major Investors. 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. 
 Any amendment or waiver effected in accordance with this Section 5.7
shall be binding upon each Holder of Registrable Securities. 
 5.8        Effect
of Amendment or Waiver. Each Investor and each such Investor’s respective successors and assigns acknowledge that by the operation of, and subject to, Section 5.7 hereof, the holders of at least seventy-five percent (75%) of the
then outstanding 

  

 16 








 
Registrable Securities, acting in conjunction with the Company, will have the right and power to diminish or eliminate all rights pursuant to this Agreement.

 5.9        Rights of Holders. Each Holder of Registrable Securities shall
have the absolute right to exercise or refrain from exercising any right or rights that such Holder may have by reason of this Agreement, including, without limitation, the right to consent to the waiver or modification of any obligation under this
Agreement, and such holder shall not incur any liability to any other holder of any securities of the Company as a result of exercising or refraining from exercising any such right or rights. 
 5.10        Delays or Omissions. No delay or omission to exercise any right, power or
remedy accruing to any party to this Agreement, upon any breach or default of the other party, shall impair any such right, power or remedy of such non-breaching party nor shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in 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. Any waiver, permit,
consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be made in writing and shall be
effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any holder, shall be cumulative and not alternative. 
 5.11        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. 
 5.12        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. 
 5.13        Addition of Investors. Notwithstanding anything to the contrary contained
herein, if, following the date hereof, the Company shall issue additional shares of Series E Stock pursuant to the Purchase Agreement, any purchaser of such shares of Series E Stock (the “New Purchaser”) shall become a party to this
Agreement by executing and delivering an additional counterpart signature page to this Agreement, in each case without having to obtain the signature, consent or permission of the Holders hereunder. Upon execution and delivery of said counterpart
signature page, the New Purchaser shall be deemed an Investor hereunder. 
 [Signature Pages Follow] 
  

 17 








 IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated
Investors’ Right Agreement effective as of the day and year first written above. 
  

			
	 FORTINET, INC.

		
	 By:  
	 	 /s/    Ken Xie

		 	 Name: Ken Xie

		 	 Title: President



 SIGNATURE PAGE TO THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated
Investor’s Right Agreement effective as of the day and year first written above. 
  

			
	 FOUNDERS:

		
	 By:  
	 	 /s/    Ken Xie

		 	 Ken Xie

		
	 By:
	 	 /s/    Michael Xie

		 	 Michael Xie



 SIGNATURE PAGE TO THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated
Investor’s Right Agreement effective as of the day and year first written above. 
  

	
	 INVESTORS:

	
	 Redpoint Ventures II, L.P., by its General Partner
 Redpoint Ventures II, LLC
  
 Redpoint Associates II, LLC, as nominee

	
	 
	                                 , Manager



 SIGNATURE PAGE TO THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated
Investor’s Right Agreement effective as of the day and year first written above. 
  

											
		 		 		 	 INVESTORS:

				
		 	 MAIN FUND
	 		 	 Meritech Capital Partners II L.P.

						
		 		 		 		 	 By:  
	 	 Meritech Capital Associates II L.L.C.
 its General Partner

						
		 		 		 		 	 By:
	 	 Meritech Management Associates II L.L.C.
 a managing member

						
		 		 		 		 	 By:
	 	 
		 		 		 		 	 Paul S. Madera, a managing member

					
		 		 	 SIDE FUND
	 		 	 Meritech Capital Affiliates II L.P.

						
		 		 		 		 	 By:
	 	 Meritech Capital Associates II L.L.C.
 its General Partner

						
		 		 		 		 	 By:
	 	 Meritech Management Associates II L.L.C.
 a managing member

						
		 		 		 		 	 By:
	 	 
		 		 		 		 	 Paul S. Madera, a managing member

					
		 		 	 ENTREPRENEUR FUND
	 		 	 MCP Entrepreneur Partners II L.P.

						
		 		 		 		 	 By:
	 	 Meritech Capital Associates II L.L.C.
 its General Partner

						
		 		 		 		 	 By:
	 	 Meritech Management Associates II L.L.C.
 a managing member

						
		 		 		 		 	 By:
	 	 
		 		 		 		 	 Paul S. Madera, a managing member

		 		 		 		 		 	

 SIGNATURE PAGE TO THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated
Investor’s Right Agreement effective as of the day and year first written above. 
  

			
	 INVESTORS:

		
	 By:  
	 	 



			
		
	 Name:  
	 	 



			
		
	 Title:  
	 	 
		 	


 SIGNATURE PAGE TO THIRD AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 







 CONSENT OF SPOUSE 
 I acknowledge that I have read the foregoing Agreement and that I know its contents. I am aware that by its provisions if I and/or my spouse agree to sell all or part of the shares of the Company
held of record by either or both of us, including my community property interest in such shares, if any, certain rights of co-sale rights (as described in the Agreement) must be granted to certain investors by the seller. I hereby agree that those
shares and my interest in them, if any, are subject to the provisions of the Agreement and that I will take no action at any time to hinder operation of, or violate, the Agreement. 
  

									
				
	 Dated:________________________________________
	 		 	 BY:
	 	 
					
		 		 		 	 NAME:
	 	 








 SCHEDULE A 
 INVESTORS 
  

	
	 Series A Preferred Stockholders

	 Adisak Mekkittikul

	 Andrew Ji & Jin Xi

	 Bing Xie

	 Denali Capital Ltd.

	 Esun Advantage Inc.

	 Golden Rainbow Trust

	 Hai-Ping Jin

	 Inkeun Lee

	 Jun Ye & Huiqing Wang

	 Ken Xie

	 Lillian Xie Trust-2000

	 May Wang Trust

	 Meth Jiaravanont

	 Michael Xie

	 Michelle Yang Xie Trust-2000

	 Nasser Hiekali

	 Shang-Fang Shen

	 Shyh-hua Chen

	 Steven Sun

	 Vertical Investment

	 Wayne Chou

	 Wen-Chuan Liu & Aileen Lu

	 Xiao-Fan Cao

	 Xun Chen

	 Yan Sun & Rong Pan

	 Yuyi Wu

	 Zhi-Fang Shen










	
	 Series B Preferred Stockholders

	 Chao-Ti Chen

	 Cintec Partners, LLP

	 David Liu

	 Debbie Chui

	 DEFTA Alliance Fund II, LP

	 Defta Archipelago, LLC

	 Denali Capital Ltd.

	 East.net Holdings Ltd.

	 Fun-Pin Chang

	 Global Alliance

	 Grace G. Li

	 Hui Wu

	 Irving H. Dwu

	 James X. Chen

	 Jun Yu

	 Kane Investment Group Corp.

	 Kirby G. Liu

	 Lien-Fu Huang

	 Li-Qian Sun

	 LiZhe Sun

	 Masaharu Shinya

	 Meth Jiaravanont

	 Rainbow Family Trust

	 Roger Kao

	 Shih-Tsung Chang

	 Shyh-hua Chen

	 Softfoundry International Inc.

	 Ta-Lin Hsu

	 Tricia Y. Chu

	 Warren Chi

	 Wei Su

	 Wen-Chuan Liu & Aileen Lu

	 Xie Family Trust, u/I dtd.April 10, 2001

	 Yen-Ping Ting

	 Yuyi Wu










	
	 Series C Preferred Stockholders

	 Chi Tung Lin

	 Christina & Abel Lo

	 Coba Management, LLC

	 David Marley

	 DEFTA Alliance Fund II, LP

	 Defta Archipelago, LLC

	 Defta Ubiquitous Technologies, LP

	 Eiichi Takaya

	 Elaine S. Tsang

	 Fariborz Boustantchi

	 Forval Creative, Inc.

	 Hong Sun Kim

	 Hsin-Hui Yang Tseng

	 Jens Montanana

	 Kane Investment Group Corp.

	 Ken Xie

	 Lana S. Tsang

	 Masaharu Shinya

	 Mikio Yamazaki

	 Ming T Cheng & Donna Cheng

	 Pacific Rim Capital, LLC

	 Peng Cheng & Xiaoyu Yang

	 Rainbow Family Trust

	 Softfoundry International Inc.

	 Steven S. Tsang

	 Ta-Lin Hsu

	 Tech Asia

	 Ting-Shun Wu

	 Victor S. Tsang

	 Victor S. Tsang 1987 Trust

	 Zuken, Inc.










	
	 Series D Preferred Stockholders

	 1Source, Inc.

	 Christina & Abel Lo

	 Christophe Culine

	 Elaine S. Tsang

	 Fortunetech Seed Fund

	 Hsin-Hui Yang Tseng

	 Janice Hwang Shieh

	 Jens Andreassen

	 Jens Montanana

	 Ken Xie

	 Lana S. Tsang

	 Lihong Shan

	 MCP Entrepreneur Partners II L.P.

	 Meritech Capital Affiliates II L.P.

	 Meritech Capital Partners II L.P.

	 Pacific Rim Capital, LLC

	 Pao-Kong Lu & Su-Jing Ma Lu

	 Rainbow Family Trust

	 Redpoint Associates II, LLC

	 Redpoint Ventures II, L.P.

	 Richard Kagan

	 SiS Investment Holdings Limited

	 Steven S. Tsang

	 Ting Wu

	 Tony & Diana Wong

	 Twin Lakes Limited

	 Victor S. Tsang, 1987 Trust

	 William Botti

	 Yun-Leo & Don-Mei Tao










	
	 Series E Preferred Stockholders
 First Closing: February 24, 2004

	 Redpoint Ventures II, L.P.

	 Redpoint Associates II, LLC

	 Meritech Capital Partners II, L.P.

	 Meritech Capital Affiliates II L.P.

	 MCP Entrepreneur Partners II L.P.

	 Defta Alliance Fund II, LP

	 Defta Alliance Fund I, LP

	 Defta Ubiquitous Technologies, LP

	 Defta Corporate Capital II

	 Defta Fortinet Holdings, LP

	 IP Fund One, L.P.

	 AP3 Co-Investment Partners, LDC

	 Rainbow Family Trust

	 Elaine Tsang

	 Dah-Wen Tsang / Jerry Chen-Li Lu

	 Steven Tsang

	 Lana Tsang

	 Techgains Pan Pacific Corporation

	 Techgains International Corporation

	 Techgains Global Corporation

	 Acorn Angels 2000, LLC

	 Ruth Kai-Tai Chan

	 Pacific Rim Capital LLC

	 Abel Lo and Christina Lo

	 Investel Inc.

	 Laichin Lo

	 Chou Mou, Lih-ER

	 Channel Heart Limited

	 Hsin-Hui Yang Tseng

	 H&Q/GAI Incubation Fund, L.P.

	 Opus 99

	
	 Series E Preferred Stockholders
 Second Closing: February 25, 2004

	 Richard Hanke

	 Tech Asia Partners I. LP

	 Sen-Yuan Ro

	 Midas Technology

	 Softfoundry International Inc.

	 Techgains International Corporation

	 Techgains Global Corporation

	 Technology Associates Management Company, Ltd.

	 Tekkang Management Consulting Inc.

	 Business Dimension Universal Ltd.

	 SIS Investment Holding Limited

	 Gold Sceptre Limited

	 Redpine Finance Holding, Inc.

	 Sunny Century LLP

	 Hsun K. Chou and Aiko Chou Living Trust

	 Judy Chang

	 Cherry Hu

	 Yuanzhi Li

	 Keith Andre










	
	 Series E Preferred Stockholders
 Third Closing: May 20, 2004

	 United International Assets Ltd.

	 Dong Kwan Kim

	 Masaharu Shinya

	 Yun-Shu Chiang Kao

	 Miranda Y. Chen

	 Melinda P. Chen

	 Shakir A. Khan

	 Ting-Shun Wu

	 Daniel Daolin Mao

	 Manish Mishra

	 Jens Montanana

	 Matthew A. Ocko

	 Perche Patrice

	 Peter James Drinkwater

	 Shearman & Sterling LLP

	 International Network Capital Global Fund

	 International Network Capital Global Investment Limited

	 Don G. Helmstetter

	 H. J. Weernink

	 F. M. G. de Vries

	 Amir Qamar

	 Iqbal Ashraf

	 Wyse Investment

	 High Tech International Venture

	 Yan Cao

	 L. Hayes Drumwright

	 Hauman Technologies Corp.

	 FortiNet Inc. of Eleven Rings L.L.C.

	 Shan-Shan Fang

	 Neal N. Rydall and Catherine A. Rydall, Trustees of the Neal N. Rydall and Catherine A. Rydall Revocable Trust dated 3/20/2000

	 Boustantchi Fariborz

	 Stein Living Trust 6/8/99

	
	 Series E Preferred Stockholders
 Fourth Closing: March 31, 2005

	 Global Startups LLC

	 Presidio Venture Partners

	 Callas Holding S.A.

	
	 Series E Preferred Stockholders
 Fifth Closing: June __, 2005

	 Chen Kuo Family Trust

	 David Peng

	 DCM Affiliates Fund IV, L.P.

	 DCM IV, L.P.

	 Dynacap Global Performance

	 Enrico Gargale

	 Ezio Simonelli

	 Hauman Technologies Corp.

	 ITEVA Sarl

	 James Lima










	
	 Jens Andreassen

	 Matsumoto Investment General Partnership

	 Seshan Raj and Radha Raj

	 Sunnyvale Industrials