EX-10.12





 Exhibit 10.12 

COMMON STOCK PURCHASE AGREEMENT 

This COMMON STOCK PURCHASE AGREEMENT
(“Agreement”) is made as of September 9, 2019 (the “Effective Date”), by and among Peloton Interactive, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A
hereto (each, an “Investor” and collectively, the “Investors”). 
 RECITALS 

WHEREAS, the Investors desire to purchase from the Company, and the Company desires to sell and issue to
the Investors, in the aggregate, $50.0 million of the Class A common stock, par value $0.000025 per share, of the Company (the “Common Stock”), in a private placement that would close concurrently with, or as soon as
practicable following, the Company’s initial public offering of Common Stock (the “IPO”) on the terms and subject to the conditions set forth in this Agreement (the “Financing”). 

WHEREAS, the parties hereto have executed this Agreement on the Effective Date, which is prior to the
effectiveness of the registration statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “SEC”) for the IPO. 

WHEREAS, the closing of the Financing shall take place concurrently with, or as soon as practicable
following, the closing of the IPO (such time, the “IPO Closing Time”) and at the price per share equal to the initial public offering price per share that the Common Stock is sold to the public in the IPO (before any underwriting
discounts or commissions) (the “IPO Price”), as set forth on the cover of the final prospectus filed with the SEC. 

WHEREAS, in order to effect the IPO, the Company shall enter into an Underwriting Agreement (the
“Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”). 

AGREEMENT 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 

1.    Purchase and Sale of Stock. 

1.1    Sale and Issuance of Stock. The Company agrees to issue and sell to the Investors, and the Investors agree
to purchase from the Company, in the aggregate, $50.0 million of Common Stock (the “Investment Amount”) at the IPO Price pursuant to a private placement exempt from registration under the Securities Act of 1933, as amended (the
“Securities Act”), in accordance with Rule 506 of Regulation D promulgated under the Securities Act. The number of shares of Common Stock to be sold by the Company and purchased by the Investors hereunder (the
“Shares”) shall equal the number of shares determined by dividing the Investment Amount by the IPO Price (rounded down to the nearest whole share). Payment of the purchase price (which shall be equal to the total number of Shares to
be purchased by the Investors, as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “Purchase Price”) shall be made at the Closing (as defined below) by wire transfer of
immediately available funds to the account specified in writing by the Company to the Investors, subject to the satisfaction of the conditions set forth in this Agreement. Payment of the Purchase Price for the Shares shall be made against delivery
to the Investors of the Shares, which Shares 












 
shall be uncertificated and shall be registered in the name of the applicable Investor on the books of the Company by the Company’s transfer agent. No later than two days prior to the
Closing, the Investors shall deliver to the Company an updated Schedule A, setting forth the number of Shares to be purchased by each Investor and the corresponding portion of the Purchase Price to be paid by each such Investor in accordance
with the terms of this Agreement. 
 1.2    Closing. The closing of the sale and purchase of the Shares (the
“Closing”) will take place remotely via the exchange of documents and signatures after the satisfaction or waiver of each of the conditions set forth in Section 4 and Section 5
(other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions). 

2.    Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors that
the following representations are true and correct as of the date hereof and as of the Closing (except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are
true and correct as of such earlier date). 
 2.1    Organization, Valid Existence and Qualification. The Company
is a corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as currently conducted. The Company is duly qualified to transact business as a
foreign corporation in each jurisdiction in which it conducts its business, except where failure to be so qualified could not reasonably be expected to result, either individually or in the aggregate, in a material adverse effect on the
Company’s financial condition, business or operations. 
 2.2    Registration Statement. The Registration
Statement and any prospectus contained therein will not, as of the filing date of such Registration Statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were made, not misleading. “Registration Statement” means the registration statement on Form S-1, including any
prospectus filed pursuant to Rule 424 under the Securities Act, and any free writing prospectuses, relating to the IPO. 

2.3    Authorization. All corporate action on the part of the Company, its officers, directors and stockholders
necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, sale and delivery of the Shares, has been taken or will be taken prior to the
Closing, and this Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 

2.4    Valid Issuance of Shares. The Shares that are being purchased by the Investors hereunder, when issued, sold
and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be transferred to the Investors free of liens, encumbrances and
restrictions on transfer other than (a) restrictions on transfer under this Agreement and under applicable state and federal securities laws, (b) restrictions on transfer under the lock-up agreement
entered into by the Investors for the benefit of the Underwriters in the IPO and (c) any liens, encumbrances or restrictions on transfer that are created or imposed by the Investors. Subject in part to the truth and accuracy of the
Investors’ representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of applicable state and
federal securities laws. 

  
 2 













 2.5    Non-Contravention.
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation
of the sale and issuance of Shares contemplated by this Agreement, except for the filing of notices of the sale of Shares pursuant to Regulation D promulgated under the Securities Act and applicable state securities laws and any filings or waiting
period expirations that may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The Company is not in violation or default of any provision of its certificate of incorporation or
bylaws, or, in any material respects, of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, or, to its knowledge, of any provision of any federal or state statute, rule or regulation applicable to the
Company, except for such violations or defaults of any federal or state statute, rule or regulation that could not reasonably be expected to result, either individually or in the aggregate, in a material adverse effect on the Company’s
financial condition, business or operations. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any such violation or constitute, with or without the passage of
time and giving of notice, either (i) a default in any material respect of any such instrument, judgment, order, writ or decree, or (ii) an event that results in the creation of any lien, charge or encumbrance upon any assets of the
Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, in each case, which could reasonably be expected to result, either individually or in
the aggregate, in a material adverse effect on the Company’s financial condition, business or operations. 

3.    Representations and Warranties of the Investors. Each Investor hereby represents and warrants to the Company
that the following representations are true and correct as of the date hereof and as of the Closing (except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties
are true and correct as of such earlier date): 
 3.1    Authorization. The Investor has all requisite power and
authority to enter into this Agreement and this Agreement constitutes its valid and legally binding obligations, enforceable in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 

3.2    Purchase Entirely for Own Account. This Agreement is made with the Investor in reliance upon the
Investor’s representations to the Company, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the Shares acquired by the Investor hereunder will be acquired for investment for the Investor’s own
account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same, except as
permitted by applicable federal or state securities laws. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant
participation rights to such person or to any third person, with respect to any of the Shares. 
 3.3    No
Solicitation. At no time was the Investor presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of
the Shares. 
 3.4    Access to Information. The Investor has received or has had access to all the information
it considers necessary or appropriate to make an informed investment decision with respect to the Shares to be purchased by the Investor under this Agreement. The Investor further has had an opportunity to ask


  
 3 













 
questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares. The foregoing, however, does not in any way limit or modify the representations
and warranties made by the Company in Section 2. 
 3.5    Investment Experience. The
Investor understands that the purchase of the Shares involves substantial risk. The Investor has experience as an investor in securities of companies in the development stage and acknowledges that the Investor is able to fend for itself, can bear
the economic risk of the Investor’s investment in the Shares, including a complete loss of the investment, and has such knowledge and experience in financial or business matters that the Investor is capable of evaluating the merits and risks of
this investment in the Shares and protecting its own interests in connection with this investment. The Investor represents that the office in which its investment decision was made is located at the address set forth in
Section 6.7. 
 3.6    Accredited Investor. The Investor understands the term
“accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act and is an “accredited investor” for the purposes of acquiring the Shares to be purchased by the Investor under this
Agreement. 
 3.7    Restricted Securities. The Investor understands that the Shares are characterized as
“restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities
may be resold without registration under the Securities Act only in certain limited circumstances. The Investor represents that the Investor is familiar with Rule 144 of the Securities Act, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act. The Investor understands that the Company is under no obligation to register any of the securities sold hereunder. 

3.8    Legends. The Investor understands that the certificates or book-entry account evidencing the Shares may bear
one or all of the following legends (or substantially similar legends): 
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT EXECUTED BY THE ORIGINAL
HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED FOR A PERIOD OF TIME AFTER THE DATE OF THE UNDERWRITING AGREEMENT EXECUTED IN CONNECTION
WITH THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES. 

3.9    No Brokers. The Investor has not incurred, and will not incur in connection with the purchase of the Shares,
any brokerage or finders’ fees, or agents’ commissions or similar liabilities. 

  
 4 













 4.    Conditions to the Investors’ Obligations at Closing. The
obligations of the Investors to consummate the Closing are subject to the fulfillment or waiver, on or by the Closing, of each of the following conditions, which waiver may be given by written communication to the Company: 

4.1    Representations and Warranties. Each of the representations and warranties of the Company contained in
Section 2 (a) that are not qualified as to materiality or material adverse effect shall be true and accurate in all material respects on and as of the Closing with the same force and effect as if they had been made at the
Closing, except for those representations and warranties that address matters only as of a particular date (which shall remain true and correct as of such particular date), and (b) that are qualified as to materiality or material adverse effect
shall be true and accurate in all respects on and as of the Closing with the same force and effect as if they had been made at the Closing, except for those representations and warranties that address matters only as of a particular date (which
shall remain true and correct as of such particular date). 
 4.2    Performance. The Company shall have
performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals,
consents and qualifications necessary to complete the purchase and sale described herein. 
 4.3    IPO. The
Registration Statement shall have been declared effective by the SEC. The Underwriters shall have purchased, concurrently with the purchase of the Shares by the Investors hereunder, the Firm Shares (as defined in the Underwriting Agreement) at the
IPO Price (less any underwriting discounts or commissions). 
 4.4    Qualifications. All authorizations,
approvals, waiting period expirations or terminations, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant
to this Agreement shall be duly obtained and effective as of the Closing, other than (a) the filing pursuant to Regulation D, promulgated under the Securities Act, and (b) the filings required by applicable state “blue sky”
securities laws, rules and regulations. 
 4.5    HSR Waiting Period. The filings of any of the Investors and the
Company pursuant to the HSR Act shall have been made and the applicable waiting period and any extension thereof shall have expired or been terminated. 

4.6    Absence of Injunctions and Decrees. During the period from the Effective Date to immediately prior to the
Closing, no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order enjoining or otherwise prohibiting or making illegal the consummation of
the transactions contemplated at the Closing. 
 5.    Conditions to the Company’s Obligations at Closing. The
obligations of the Company to the Investors to consummate the Closing are subject to the fulfillment, on or by the Closing, of each of the following conditions, which waiver may be given by written communication to the Investors: 

5.1    Representations and Warranties. The representations and warranties of the Investors contained in
Section 3 shall be true and accurate in all material respects on and as of the Closing with the same force and effect as if they had been made at the Closing. 

  
 5 













 5.2    Performance. The Investors shall have performed and
complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Investors on or before the Closing and shall have obtained all approvals,
consents and qualifications necessary to complete the purchase and sale described herein. 
 5.3    IPO. The
Registration Statement shall have been declared effective by the SEC. The Underwriters shall have purchased the Firm Shares at the IPO Price (less any underwriting discounts or commissions). 

5.4    IPO Lockup. The Investors shall have signed a lockup agreement in the form previously agreed upon by the
Investors and the Underwriters. The Shares shall be subject to the terms of the lockup agreement. 
 5.5    Absence
of Injunctions and Decrees. During the period from the Effective Date to immediately prior to the Closing, no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, injunction,
decree, ruling, law or order enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated at the Closing. 

6.    Miscellaneous. 

6.1    Acknowledgment and Waiver. Subject to the immediately following sentence, the Company and the Investors
acknowledge the satisfaction or waiver of any and all rights and obligations of either the Company or the Investors under Section 3.10 of that the certain Fourth Amended and Restated Investors’ Rights Agreement dated as of April 5,
2019 (the “IRA”) by and among the Company and the Investors, among other parties. In accordance with Section 3.10 of the IRA, the Shares constitute Registrable Securities (as defined in the IRA). 

6.2    Publicity. No party shall issue any press release or make any other public announcement, including any
website posting or social media post, that includes the name or any logo or brand name of any party, or discloses the terms of this Agreement or the fact that the Investors have made or propose to make an investment in the Company, except for the
Company’s disclosure in the Registration Statement, as may be required by law, or with the prior written consent of the other parties. Each party will provide reasonable advance notice to the other parties prior to making any disclosure of this
Agreement or the terms hereof in any filings made with the SEC, and will provide the other parties with reasonable opportunity to review and comment on such proposed disclosures. Notwithstanding the foregoing, the parties may use the other
parties’ current logo or logos in connection with describing their portfolio or this investment on their webpages and in their promotional materials. 

6.3    Survival of Representations and Warranties. The representations and warranties of the Company and the
Investors contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing, and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the
Investors or the Company. 
 6.4    Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof). 

6.5    Counterparts; Facsimile Signatures. 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. This Agreement may be executed and delivered by facsimile, or by email in portable document format (.pdf) and upon such delivery of the
signature page by such method will be deemed to have the same effect as if the original signature had been delivered to the other parties. 

  
 6 













 6.6    Headings; Interpretation. In this Agreement, (a) the
meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined, (b) the captions and headings are used only for convenience and are not to be considered in construing or interpreting this
Agreement and (c) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation.” All references in this Agreement to sections, paragraphs, exhibits and
schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference. 

6.7    Notices. All notices which are required or permitted hereunder shall be in writing and sufficient if
delivered personally, sent by facsimile or email (and promptly confirmed by personal delivery, registered or certified mail or overnight courier), sent by nationally-recognized overnight courier or sent by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows: 
  

			
	if to the Company, to:	  	 Peloton Interactive, Inc.
 125 West 25th Street,
11th Floor
 New York, New York 10001
 Attention: Hisao Kushi,
Chief Legal Officer
 Email: hisao@onepeloton.com

		
	with a copy to (which shall not constitute notice):	  	 Fenwick & West LLP
 Attention:
James Evans
 Fax: 206-389-4511

Email: jevans@fenwick.com

		
	if to any Investor, to:	  	 Technology Crossover Ventures
 250 Middlefield
Road
 Menlo Park, CA 94025
 Attention: General Counsel

Email: legal@tcv.com

		
	with a copy to (which shall not constitute notice):	  	 Weil, Gotshal & Manges LLP
 201 Redwood
Shores Parkway
 Redwood Shores, CA 94065
 Attention: Kyle C.
Krpata
 Email: kyle.krpata@weil.com


 6.8    No Finder’s Fees. The Investors agree to indemnify and to hold harmless
the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee (and any asserted liability as a result of the performance of services of any such finder or broker) for which the Investors or
any of its officers, partners, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless the Investors from any liability for any commission or compensation in the nature of a finder’s or broker’s fee
(and any asserted liability as a result of the performance of services by any such finder or broker) for which the Company or any of its officers, employees or representatives is responsible. 

  
 7 













 6.9    Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any amendment or waiver
effected in accordance with this Section 6.9 shall be binding upon each holder of any Shares at the time outstanding, each future holder of such securities and the Company. No delay or failure to require performance of any
provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other
provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived. 

6.10    Severability. If any provision of this Agreement is determined by any court or arbitrator of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be
stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. 

6.11    Entire Agreement. This Agreement, together with all exhibits and schedules hereto, constitute the entire
agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior negotiations, correspondence, agreements, understandings duties, or obligations, whether oral or written, between or among the
parties hereto with respect to the specific subject matter hereof. 
 6.12    Third Parties. Nothing in this
Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. 

6.13    Assignment. Until the date that is two days prior to the Closing, each Investor may assign, in its sole
discretion, any or all of its rights and interests under this Agreement to one or more of its affiliates. Any assignment or reallocation of Shares shall be set forth on the updated Schedule A delivered to the Company pursuant to
Section 1.1. 
 6.14    Costs, Expenses. The Company and each Investor will each bear
its own expenses in connection with the preparation, execution and delivery of this Agreement and the consummation of the Financing. 

6.15    Further Assurances. The parties agree to execute such further documents and instruments and to take such
further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. 

6.16    Termination. This Agreement shall automatically terminate upon the earliest to occur, if any, of:
(a) either the Company, on the one hand, or the Underwriters, on the other hand, advising the other in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the IPO, (b) termination of
the Underwriting Agreement (other than the provisions thereof which survive termination) prior to the sale of any of the Common Stock to the Underwriters in the IPO, (c) the Registration Statement is withdrawn, (d) the written consent of
each of the Company and the Investors, or (e) December 31, 2019, in the event that the Underwriting Agreement has not been executed by such date; provided, that the Company may, in its sole discretion, by written notice to the Investors prior
to December 31, 2019, extend such date for a period of up to three additional months. 

  
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 6.17    Waiver of Conflicts. The Investors acknowledge that
Fenwick & West LLP (“Fenwick”), counsel to the Company, may have performed and may now or in the future perform legal services for the Investors or their affiliates in matters unrelated to the transactions described in this
Agreement. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for and have obtained information relevant to this disclosure, (b) acknowledges that Fenwick represents only the Company
in connection with this Agreement and the transactions contemplated hereby, and not the Investors or any stockholder, director or employee of the Investors and (c) gives its informed consent to Fenwick’s representation of the Company in
connection with this Agreement and the transactions contemplated hereby. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the
parties hereto have executed this COMMON STOCK PURCHASE AGREEMENT as of the date first written above. 

 

			
	COMPANY:
	
	PELOTON INTERACTIVE, INC.
		
	By:	 	 /s/ Jill Woodworth

	Name:	 	 Jill Woodworth

	Title:	 	 Chief Financial Officer



 [Signature Page to Common Stock Purchase Agreement] 












 IN WITNESS WHEREOF, the
parties hereto have executed this COMMON STOCK PURCHASE AGREEMENT as of the date first written above. 

INVESTORS: 
  

					
	TCV IX, L.P.	 		 	TCV IX (A), L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner	 		 	a Cayman Islands exempted limited partnership, acting by its general partner
			
	Technology Crossover Management IX, L.P. a Cayman Islands exempted limited partnership, acting by its general partner	 		 	Technology Crossover Management IX, L.P. a Cayman Islands exempted limited partnership, acting by its general partner
			
	Technology Crossover Management IX, Ltd. a Cayman Islands exempted company	 		 	Technology Crossover Management IX, Ltd. a Cayman Islands exempted company


									
					
	By:	 	 /s/  Frederic D. Fenton
	 		 	By:	 	 /s/  Frederic D. Fenton

	Name:	 	Frederic D. Fenton	 		 	Name:	 	Frederic D. Fenton
	Title:	 	Authorized Signatory	 		 	Title:	 	Authorized Signatory


					
			
	TCV IX (B), L.P.	 		 	TCV MEMBER FUND, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner	 		 	a Cayman Islands exempted limited partnership, acting by its general partner
			
	Technology Crossover Management IX, L.P. a Cayman Islands exempted limited partnership, acting by its general partner	 		 	Technology Crossover Management IX, Ltd. a Cayman Islands exempted company,


							
				
	Technology Crossover Management IX, Ltd. a Cayman Islands exempted company	 		 	By:	 	 /s/  Frederic D. Fenton

		 		 	Name:	 	Frederic D. Fenton
		 		 	Title:	 	Authorized Signatory


							
	By:	 	 /s/  Frederic D. Fenton
	 		 	
	Name:	 	Frederic D. Fenton	 		 	
	Title:	 	Authorized Signatory	 		 	

 [Signature Page to Common Stock Purchase Agreement] 












 IN WITNESS WHEREOF, the
parties hereto have executed this COMMON STOCK PURCHASE AGREEMENT as of the date first written above. 

INVESTORS: 
  

					
	TCV X, L.P.	 		 	TCV X (A), L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner	 		 	a Cayman Islands exempted limited partnership, acting by its general partner
			
	Technology Crossover Management X, L.P. a Cayman Islands exempted limited partnership, acting by its general partner	 		 	Technology Crossover Management X, L.P. a Cayman Islands exempted limited partnership, acting by its general partner
			
	Technology Crossover Management X, Ltd. a Cayman Islands exempted company	 		 	Technology Crossover Management X, Ltd. a Cayman Islands exempted company


									
					
	By:	 	 /s/  Frederic D. Fenton
	 		 	By:	 	 /s/  Frederic D. Fenton

	Name:	 	Frederic D. Fenton	 		 	Name:	 	Frederic D. Fenton
	Title:	 	Authorized Signatory	 		 	Title:	 	Authorized Signatory


					
			
	TCV X (B), L.P.	 		 	TCV X MEMBER FUND, L.P.
	a Cayman Islands exempted limited partnership, acting by its general partner	 		 	a Cayman Islands exempted limited partnership, acting by its general partner
			
	Technology Crossover Management X, L.P. a Cayman Islands exempted limited partnership, acting by its general partner	 		 	Technology Crossover Management X, Ltd. a Cayman Islands exempted company,


							
				
	Technology Crossover Management X, Ltd. a Cayman Islands exempted company	 		 	By:	 	 /s/  Frederic D. Fenton

		 		 	Name:	 	Frederic D. Fenton
		 		 	Title:	 	Authorized Signatory


							
	By:	 	 /s/  Frederic D. Fenton
	 		 	
	Name:	 	Frederic D. Fenton	 		 	
	Title:	 	Authorized Signatory	 		 	

 [Signature Page to Common Stock Purchase Agreement] 












 SCHEDULE A 

Schedule of Investors 
  

									
	 Name of Investor
	  	Number of Shares
Purchased	 	  	Purchase Price Paid by
Investor	 
	 TCV IX, L.P.
	  				  			
	 TCV IX (A), L.P.
	  				  			
	 TCV IX (B), L.P.
	  				  			
	 TCV Member Fund, L.P.
	  				  			
	 TCV X, L.P.
	  				  			
	 TCV X (A), L.P.
	  				  			
	 TCV X (B), L.P.
	  				  			
	 TCV X Member Fund, L.P.
	  				  			
		  	  
	  
	 	  	  
	  
	 
	 Total
	  				  	$	50,000,000