EX-4.2





 Exhibit 4.2 

CLOUDFLARE, INC. 

INVESTORS’ RIGHTS AGREEMENT 

THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 4th day of September, 2018, by
and among Cloudflare, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional
Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof. 

RECITALS 
 WHEREAS,
certain of the Investors are purchasing shares of the Company’s Series D Preferred Stock (the “Series D Preferred Stock”), pursuant to that certain Series D Preferred Stock Purchase Agreement (the “Purchase
Agreement”) of even date herewith (the “Financing”); 
 WHEREAS, the obligations in the Purchase Agreement are
conditioned upon the execution and delivery of this Agreement; 
 WHEREAS, certain of the Investors (the “Prior Investors”)
are holders of the Company’s Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock (and together with the Series D Preferred Stock, the “Preferred Stock”); 

WHEREAS, the Prior Investors and the Company are parties to an Investor Rights Agreement, dated November 5, 2014 (the “Prior
Agreement”); 
 WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior Agreement and accept the rights
and covenants hereof in lieu of their rights and covenants under the Prior Agreement; 
 WHEREAS, in connection with the consummation of the
Financing, the Company and the Investors have agreed to the registration rights, information rights, and other rights as set forth below; and 

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
 1. Definitions. For purposes of this Agreement: 

1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is
controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more
general partners or managing members of, or shares the same management company with, such Person. 
 1.2 “Common Stock”
means shares of the Company’s common stock, par value $0.001 per share. 












 1.3 “Damages” means any loss, damage, or liability (joint or several) to
which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an
omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents
or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 

1.4 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case,
directly or indirectly), Common Stock, including, but not limited to, shares of Preferred Stock, options and warrants. 
 1.5
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 

1.6 “Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a
subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are
also being registered. 
 1.7 “Form S-1” means such form under the Securities Act as
in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 
 1.8
“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation
of substantial information by reference to other documents filed by the Company with the SEC. 
 1.9 “GAAP” means generally
accepted accounting principles in the United States. 
 1.10 “Holder” means any holder of Registrable Securities who is a
party to this Agreement. 
 1.11 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, of a natural person
referred to herein. 
 1.12 “Initiating Holders” means, collectively, Holders who properly initiate a registration request
under this Agreement. 
 1.13 “IPO” means the Company’s first underwritten public offering of its Common Stock under
the Securities Act. 
 1.14 “Key Employee” means any executive-level employee (including division director and vice
president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement). 

  
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 1.15 “Major Investor” means any Investor that, individually or together
with such Investor’s Affiliates, holds at least 12,000,000 shares of Registrable Securities (in each case as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date
hereof). 
 1.16 “New Securities” means, collectively, equity securities of the Company, whether or not currently
authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. 

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

 1.18 “Registrable Securities” means (i) the shares of Common Stock and the shares of Common Stock issuable or issued
upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock and (ii) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any Derivative
Securities issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a
transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 6.1, and excluding for purposes of Section 2 any shares for which registration rights have
terminated pursuant to Section 2.13 of this Agreement. 
 1.19 “Registrable Securities then
outstanding” means the number of shares determined by adding the number of issued and outstanding Registrable Securities and the number of Registrable Securities then issuable upon the conversion or exercise of issued and outstanding
Derivative Securities. 
 1.20 “Restricted Securities” means the securities of the Company required to bear the legend set
forth in Section 2.12(b) hereof. 
 1.21 “SEC” means the Securities and Exchange Commission. 

1.22 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act. 

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

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

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

1.26 “Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.001 per share. 

1.27 “Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.001 per share. 

1.28 “Series C Preferred Stock” means shares of the Company’s Series C Preferred Stock, par value $0.001 per share. 

1.29 “Series D Preferred Stock” means shares of the Company’s Series D Preferred Stock, par value $0.001 per share. 

1.30 “Investor Directors” shall have the meaning set forth in that certain Voting Agreement, among the Company and the other
parties thereto, of even date herewith, as amended from time to time. 

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

2.1 Demand Registration. 

(a) Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date
of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least fifty percent (50%) of the Registrable Securities then
outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities, then the Company shall (i) within ten (10) days after the date such request is given,
give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating
Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities
requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of
Section 2.1(c) and Section 2.3. 
 (b) Form
S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty percent
(20%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate
offering price, net of Selling Expenses, of at least $1 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and
(ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities
Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in
each case, subject to the limitations of Section 2.1(c) and Section 2.3. 
 (c)
Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith
judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement
otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature
disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall
have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the
Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account
or that of any other stockholder during such ninety (90) day period other than an Excluded Registration. 

  
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 (d) The Company shall not be obligated to effect, or to take any action to effect, any
registration pursuant to Section 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty
(180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith its reasonable best efforts to cause such registration statement to become effective;
(ii) after the Company has effected two registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on
Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to
Section 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a
Company-initiated registration, provided, that the Company is actively employing in good faith its reasonable best efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant
to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this
Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration
expenses therefor, and forfeit their right to one (1) demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of
this Section 2.1(d). 
 2.2 Company Registration. If the Company proposes to register (including, for this
purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded
Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the
provisions of Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any
registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than
Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.6. 

2.3 Underwriting Requirements. 

(a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by
their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s)
will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be
conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through
such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other
provision of this Section 2.3, if the managing 

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

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

  
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 2.4 Obligations of the Company. Whenever required under this
Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 

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

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

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

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

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the underwriter(s) of such offering; 
 (f) use its reasonable best efforts to cause all such Registrable Securities
covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; 

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for
all such Registrable Securities, in each case not later than the effective date of such registration; 
 (h) promptly make available for
inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling
Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any
such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; 

  
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 (i) notify each selling Holder, promptly after the Company receives notice thereof, of the
time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and 

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or
supplement such registration statement or prospectus. 
 2.5 Furnish Information. It shall be a condition precedent to the obligations
of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. 

2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or
qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and
disbursements, not to exceed $30,000, of one (1) counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for
any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in
which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit
their right to one (1) registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have
learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information
then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating
to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 

2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any
registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2 

2.8 Indemnification. If any Registrable Securities are included in a registration statement under this
Section 2: 
 (a) To the extent permitted by law, the Company will indemnify and hold harmless each selling
Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act or the Exchange 

  
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Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in
connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(a) shall
not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the
extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person
expressly for use in connection with such registration. 
 (b) To the extent permitted by law, each selling Holder, severally and not
jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel
and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each
case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such
registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages
may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such
settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under
Sections 2.8(b) and 2.8(d) exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder. 

(c) Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any
action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this
Section 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate
jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified
parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying
party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, to the extent that such failure materially
prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this
Section 2.8. 

  
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 (d) To provide for just and equitable contribution to joint liability under the Securities
Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this
Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this
Section 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as
is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to
reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material
fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct
or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such
Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to
Section 2.8(b), exceed the net proceeds from the offering received by such Holder), except in the case of willful misconduct or fraud by such Holder. 

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations
of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the
termination of this Agreement. 
 2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC
Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the
Company shall: 
 (a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule
144, at all times after the effective date of the registration statement filed by the Company for the IPO; 

  
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 (b) use its reasonable best efforts to file with the SEC in a timely manner all reports and
other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and 

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a
written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities
Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any
time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form
S-3 (at any time after the Company so qualifies to use such form). 
 2.10 Limitations on
Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any
holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may
include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) to initiate a demand for registration of
any securities held by such holder or prospective holder; provided that this limitation shall not apply to any Additional Purchaser that becomes a party to this Agreement in accordance with Section 6.9. 

2.11 “Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without
the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one
hundred eighty (180) days) (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any Derivative Securities (whether such shares or any such Derivative Securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other
securities, in cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the shares of equity securities of the Company and Derivative Securities issued and held prior to the IPO, shall not apply
to the sale of any shares to an underwriter pursuant to an underwriting agreement or any shares of equity securities of the Company or Derivative Securities acquired as a part of the IPO or issued by the Company after the IPO, and shall be
applicable to the Holders only if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to conversion into 

  
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Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with such registration are intended third-party beneficiaries of this
Section 2.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the
underwriters in connection with such registration that are consistent with this Section 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of
such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. 

2.12 Restrictions on Transfer. 

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

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES
MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH
THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 The Holders consent to
the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.12. 

(c) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the
provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the
Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail
and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to
the 

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

(a) the consummation of a Liquidation Event or Deemed Liquidation Event, as each such term is defined in the Company’s Amended and
Restated Certificate of Incorporation, as it may be amended from time to time (the “Certificate of Incorporation”); 
 (b)
when all of such Holder’s Registrable Securities could be sold without time or volume restrictions under SEC Rule 144(b)(1); and 
 (c)
the fifth anniversary of the IPO. 
 3. Information Rights. 

3.1 Delivery of Financial Statements. The Company shall deliver to each Major Investor: 

(a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company,
(i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which financial statements shall be
(A) in the case of the financial statements for the 2009 fiscal year, reviewed by independent public accountants of nationally recognized standing selected by the Company or (B) in the case of the financial statements for subsequent fiscal
years, audited and certified by independent public accountants of nationally recognized standing selected by the Company; 
 (b) as soon as
practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited
balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal
year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); 

  
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 (c) as soon as practicable, but in any event within thirty (30) days of the end of
each month, an unaudited income statement and statement of cash flows for such month and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to
normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); 

(d) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next
fiscal year, approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by
the Company; and 
 (e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company
as any Major Investor may from time to time reasonably request including variances in the Company’s performance measured against its financial plan; provided, however, that the Company shall not be obligated under this
Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form
acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial
statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. 

Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this
Section 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply
with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively
employing its best efforts to cause such registration statement to become effective. 
 3.2 Inspection. The Company shall permit each
Major Investor, at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal
business hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information that it reasonably and in
good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege
between the Company and its counsel. 
 3.3 Termination of Information Rights. The covenants set forth in
Section 3.1 and Section 3.2 shall terminate and be of no further force or effect immediately prior to the earlier to occur of (i) the consummation of the IPO or (ii) the consummation of a
Liquidation Event or a Deemed Liquidation Event, each as defined in the Company’s Certificate of Incorporation. 
 3.4
Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the
Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration 

  
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statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by
such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach
of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the
extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the
provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such
Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the
Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure; provided, further, that any Investor which is a regulated investment company pursuant to the Investment Company Act of 1940 (the “1940
Act”) shall be permitted to make disclosures consistent with such Investor’s policies, procedures and practices. 
 4. Rights
to Future Stock Issuances. 
 4.1 Right of First Offer. Subject to the terms and conditions of this
Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to
apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. 
 (a)
The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price
and terms, if any, upon which it proposes to offer such New Securities. 
 (b) By notification to the Company within twenty (20) days
after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock
issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Common Stock and Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding
(assuming full conversion and/or exercise, as applicable, of all Derivative Securities then outstanding). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or
acquire all the shares available to it under this Section 4.1(b) (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period
commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for
which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as
applicable, of Common Stock and Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon 

  
 15 













 
conversion and/or exercise, as applicable, of Common Stock and Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any
sale pursuant to this Section 4.1(b) shall occur within the later of one hundred and twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to
Section 4.1(c). 
 (c) If all New Securities referred to in the Offer Notice are not elected to be purchased or
acquired as provided in Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b), offer and sell the remaining
unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of
the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless
first reoffered to the Major Investors in accordance with this Section 4.1. 
 (d) The right of first offer in
this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of
Additional Shares (as defined in the Purchase Agreement) pursuant to the Purchase Agreement. 
 4.2 Termination. The covenants set
forth in Section 4.1 shall terminate and be of no further force or effect immediately prior to the earlier to occur of (i) the consummation of a Qualified IPO, as such term is defined in the Company’s Certificate
of Incorporation (a “Qualified IPO”), or (ii) the consummation of a Liquidation Event or a Deemed Liquidation Event, each as defined in the Company’s Certificate of Incorporation. 

5. Additional Covenants. 

5.1 Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by
the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement, substantially in the form approved by the
Board of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without
the consent of at least two of the three Preferred Directors. 
 5.2 Employee Stock. Unless otherwise approved by the Board of
Directors, including at least two (2) of the three (3) Preferred Directors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock
after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting
following twelve (12) months of continued employment or service, and the remaining shares vesting in equal quarterly installments over the following twelve (12) three-month periods, and (ii) a market
stand-off provision substantially similar to that in Section 2.11. In addition, unless otherwise approved by the Board of Directors, including at least two (2) of the three
(3) Preferred Directors, the Company shall retain a “right of first refusal” on employee transfers until the IPO and shall have the right to repurchase unvested shares at the lesser of cost or fair market value upon termination of
employment of a holder of restricted stock. The Company hereby agrees that from the date of 

  
 16 













 
this Agreement onward, the Company will require all employees and service providers which hold (or have rights to acquire, whether through stock options or similar agreements) at least 1% of the
Company’s equity securities to become a party to the Company’s Voting Agreement as a condition to issuance of such shares. 
 5.3
Board Matters. Unless otherwise determined by the vote of a majority of the nonemployee directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the
nonemployee directors for all reasonable out-of-pocket travel expenses incurred in connection with attending meetings of the Board of Directors and other meetings or
events attended on behalf of the Company at the Company’s request. 
 5.4 Restriction on Sales. Each equity incentive plan of the
Company under which shares of Common Stock are issued shall at all times provide for a right of first refusal for the Company on all transfers of Common Stock, subject to customary exceptions, and to the extent such right of first refusal is set
forth in the Company’s equity incentive plans, the Company shall not issue any shares of Common Stock without requiring the recipient thereof to agree in writing to such right of first refusal. In the event the Company chooses not to exercise
such right in full with respect to any transfer subject to the right, the Company agrees to assign its right of first refusal with respect to such transfer to the Major Investors on a pro rata basis (based on the ratio of the number of shares of
capital stock held by each Major Investor to the number of shares of capital stock of the Company held by all Major Investors, determined on an as-converted basis). 

5.5 Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person
and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with
respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may
be. 
 5.6 Directors’ and Officers’ Insurance. As promptly as practicable after the date hereof, the Company shall obtain
directors’ and officers’ insurance with terms and policy limits satisfactory to the Board of Directors. 
 5.7 Real Property
Holding Covenant. The Company shall provide prompt notice to New Enterprise Associates 13, Limited Partnership (“NEA 13”) following any “determination date” (as defined in Treasury Regulation Section 1.897-2(c)(1)) on which the Company becomes a United States real property holding corporation. In addition, upon a written request by NEA 13, the Company shall provide NEA 13 with a written statement
informing NEA 13 whether NEA 13’s interest in the Company constitutes a United States real property interest. The Company’s determination shall comply with the requirements of Treasury Regulation
Section 1.897-2(h)(1) or any successor regulation, and the Company shall provide timely notice to the Internal Revenue Service, in accordance with and to the extent required by Treasury Regulation Section 1.897-2(h)(2) or any successor regulation, that such statement has been made. The Company’s written statement to NEA 13 shall be delivered to NEA 13 within 10 days of NEA 13’s written request
therefor. The Company’s obligation to furnish such written statement shall continue notwithstanding the fact that a class of the Company’s stock may be regularly traded on an established securities market or the fact that there is no
preferred stock then outstanding. 

  
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 5.8 Termination of Covenants. The covenants set forth in this
Section 5, except for Section 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of a Qualified IPO or (ii) upon a Liquidation Event or a
Deemed Liquidation Event, as each such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first. 

6. Miscellaneous. 
 6.1
Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s
Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 2,000,000 Registrable Securities (subject to appropriate
adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such
transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this
Agreement, including the provisions of Section 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or
stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the
transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the
purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided herein. 
 6.2 Governing Law. This Agreement and any controversy arising out of or relating to
this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of
Delaware. 
 6.3 Counterparts; Facsimile. 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 also be executed and delivered by facsimile signature and 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. 
 6.4 Titles and Subtitles. The titles and subtitles used in this Agreement
are for convenience only and are not to be considered in construing or interpreting this Agreement. 
 6.5 Notices. All notices and
other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by
electronic mail or facsimile during the recipient’s normal business hours, and if not sent during 

  
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normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid;
or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or
to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 6.5. 

6.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding; provided that the
Company may in its sole discretion waive compliance with Section 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of
Section 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the
foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to
all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so
by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction). Any amendment, termination, or waiver effected in accordance with this
Section 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. 
 6.7 Severability.
In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this
Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law. 

6.8 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate. 

6.9 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues Additional Shares pursuant to
Section 1.2(b) of the Purchase Agreement, any purchaser of such Additional Shares may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an
“Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of
the obligations as an “Investor” hereunder. 

  
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 6.10 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto)
constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly
canceled. 
 6.11 Jurisdiction, Venue. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the
federal and state courts located within the geographic boundaries of the United States District Court for the Northern District of California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement,
(b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the federal and state courts located within the geographic boundaries of the United States District Court for the Northern
District of California, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject
matter hereof may not be enforced in or by such court. Each party will bear its own costs in respect of any disputes arising under this Agreement. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action
sought in the U.S. District Court for the Northern District of California or any court of the State of California having subject matter jurisdiction. 

6.12 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon
any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or
to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law
or otherwise afforded to any party, shall be cumulative and not alternative. 
 6.13 Acknowledgment. The Company acknowledges that the
Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or
indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete
with those of the Company. 
 6.14 Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended in its entirety
and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by the Company and the holders of at least a majority of the Registrable Securities held by the Prior Investors outstanding as of the date of this
Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all
rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement. 

  
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 6.15 Massachusetts Business Trust. A copy of the Agreement and Declaration of Trust
of Fidelity is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this Agreement is executed on behalf of the trustees of Fidelity or any affiliate thereof as trustees and not individually and
that the obligations of this Agreement are not binding on any of the trustees, officers or stockholders of Fidelity thereof individually, but are binding only upon Fidelity or any affiliate thereof and its assets and property. 

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

			
	CLOUDFLARE, INC.
		
	By:	 	 /s/ Matthew Prince

		 	Matthew Prince
		 	President and Chief Executive Officer


 [SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT] 












 
			
	INVESTOR:
	
	PELION OPPORTUNITY FUND I, LLC
	
	BY: PELION OPPORTUNITIES PARTNERS I, LLC
	
	ITS: MANAGING MEMBER
	
	 /s/ Blake Modersitzki

	
	PELION VENTURES V, L.P.
	
	By: Pelion Venture Partners V, L.L.C.
	Its: General Partner
		
	By:	 	 /s/ Blake Modersitzki

		 	Managing Director
	
	PELION VENTURES V-A, L.P.
	
	By: Pelion Venture Partners V, L.L.C
	Its: General Partner
		
	By:	 	 /s/ Blake Modersitzki

		 	Managing Director
	
	 PELION VENTURES V FINANCIAL

INSTITUTIONS FUND, L.P.

	
	By: Pelion Ventures V Financial Institutions
		 	GP, L.L.C.
	Its: General Partner
		
	By:	 	 /s/ Blake Modersitzki

		 	Managing Director
	
	UV PARTNERS IV, L.P.
	
	By: UV Partners IV GP, L.L.C.
	Its: General Partner
		
	By:	 	 /s/ Blake Modersitzki

		 	Managing Director


 [SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT] 












 
			
	INVESTOR:
	
	UV PARTNERS IV-A, L.P.
	
	By: UV Partners IV GP, L.L.C.
	Its: General Partner


 
			
		
	By:	 	 /s/ Blake Modersitzki

		 	Managing Director


 
			
	
	UV PARTNERS IV FINANCIAL INSTITUTIONS FUND, L.P.


 
			
		
	By:	 	UV Partners IV Financial
		 	Institutions GP, L.L.C.
	Its: General Partner
		
	By:	 	 /s/ Blake Modersitzki

		 	Managing Director


 
			
	
	Franklin Templeton Investment Funds — Franklin Technology Fund
	
	By: Franklin Advisers, Inc., its Investment Manager


 
			
		
	By:	 	 /s/ Michael McCarthy

	Name:	 	Michael McCarthy
	Title: CIO


 [SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT] 












 
			
	INVESTOR:
	
	NEW ENTERPRISE ASSOCIATES 13, LIMITED PARTNERSHIP
	
	By: NEA Partners 13, Limited Partnership,
	its general partner
	By: NEA 13 GP, LTD, its general partner
		
	By:	 	 /s/ Louis S. Citron

		 	Louis S. Citron
		 	Chief Legal Officer
	
	GREENSPRING OPPORTUNITIES II, L.P.
	
	By: Greenspring Opportunities General Partner II, L.P.,
		 	its General Partner
	By:	 	 Greenspring Opportunities GP II, LLC,
 Its
General Partner

		
	By:	 	 /s/ Lindsay Redfield

		 	Name: Lindsay Redfield
		 	Title:                                     
                                         
 
	
	GREENSPRING OPPORTUNITIES II-A, L.P.
	
	By: Greenspring Opportunities General Partner II-A, L.P.,
		 	its General Partner
	By:	 	Greenspring Opportunities GP II, LLC,
		 	its General Partner
		
	By:	 	 /s/ Lindsay Redfield

		 	Name: Lindsay Redfield
	Title:	 	  



 [SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT] 












 
			
	INVESTOR:
	
	FIDELITY SECURITIES FUND: FIDELITY BLUE CHIP GROWTH FUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY BLUE CHIP GROWTH COMMINGLED POOL
	BY: FIDELITY MANAGEMENT TRUST COMPANY, AS TRUSTEE
		
	By:	 	 /s/ Colin Hogan

	Title: Authorized Signatory
	
	FIDELITY SECURITIES FUND: FIDELITY FLEX LARGE CAP GROWTH FUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY SECURITIES FUND: FIDELITY BLUE CHIP GROWTH K6 FUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY BLUE CHIP GROWTH INSTITUTIONAL TRUST
	BY ITS MANAGER FIDELITY INVESTMENTS CANADA ULC
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY SECURITIES FUND: FIDELITY SERIES BLUE CHIP GROWTH FUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory


 [SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT] 












 
			
	INVESTOR:
	
	FIAM TARGET DATE BLUE CHIP GROWTH COMMINGLED POOL
	BY: FIDELITY INSTITUTIONAL ASSET MANAGEMENT TRUST COMPANY AS TRUSTEE
		
	By:	 	 /s/ Dana Runt

	Title: Director
	
	FIDELITY MAGELLAN FUND: FIDELITY MAGELLAN FUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	VARIABLE INSURANCE PRODUCTS FUND III: GROWTH OPPORTUNITIES PORTFOLIO
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR SERIES GROWTH OPPORTUNITIES
FUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY MT. VERNON STREET TRUST: FIDELITY GROWTH COMPANY FUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory


 [SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT] 












 
			
	INVESTOR:
	
	FIDELITY MT. VERNON STREET TRUST: FIDELITY GROWTH COMPANY FUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY GROWTH COMPANY COMMINGLED POOL
	BY: FIDELITY MANAGEMENT TRUST COMPANY, AS TRUSTEE
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY CONTRAFUND: FIDELITY CONTRAFUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY CONTRAFUND COMMINGLED POOL
	BY: FIDELITY MANAGEMENT TRUST COMPANY, AS TRUSTEE
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY CONTRAFUND: FIDELITY CONTRAFUND K6
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY DESTINY PORTFOLIOS: FIDELITY ADVISOR DIVERSIFIED STOCK FUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory
	
	FIDELITY TREND FUND: FIDELITY TREND FUND
		
	By:	 	 /s/ Colm Hogan

	Title: Authorized Signatory


 [SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT] 












 SCHEDULE A 

Investors 
 Franklin Templeton Investment
Funds – Franklin Technology Fund 
 Egger & Co. fbo Franklin Templeton Investment Funds – Franklin 

Technology Fund 
 New Enterprise Associates 13, Limited
Partnership 
 UV Partners IV, L.P. 
 UV Partners IV-A, L.P. 
 UV Partners IV Financial 

Institutions Fund, L.P 
 Venrock Associates V, L.P. 

Venrock Partners V, L.P. 
 Venrock Entrepreneurs Fund V, L.P. 

Pelion Ventures V, L.P. 
 Pelion Ventures V-A, L.P. 
 Pelion Ventures V Financial Institutions Fund, L.P 

Union Square Ventures Opportunity Fund, L.P. 












 Greenspring Global Partners V-A, L.P. 

Greenspring Global Partners V-C, L.P. 

Greenspring Opportunities II, L.P. 
 Greenspring Opportunities II-A, L.P. 
 Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund 

Fidelity Growth Company Commingled Pool 
 Fidelity Mt. Vernon
Street Trust: 
 Fidelity Growth Company Fund 
 Fidelity Trend
Fund: Fidelity Trend Fund 
 Variable Insurance Products Fund II: 

Growth Stock Portfolio 












 Fidelity Contrafund: Fidelity Advisor Series Opportunistic Insights Fund 

Fidelity Contrafund Commingled Pool 
 Fidelity Contrafund:
Fidelity Contrafund 
 Fidelity Contrafund: Fidelity Series Opportunistic Insights Fund 

Fidelity Securities Fund: Fidelity OTC Portfolio 
 Fidelity
Magellan Fund: Fidelity Magellan Fund 
 Fidelity Securities Fund: Fidelity Blue Chip Growth Fund 












 Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund 

Fidelity Blue Chip Growth Commingled Pool 
 By: Fidelity
Management Trust Company, as Trustee 
 Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund 

Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund 

Fidelity Blue Chip Growth Institutional Trust 
 By its manager
Fidelity Investments Canada ULC 
 FIAM Target Date Blue Chip Growth Commingled Pool 

By: Fidelity Institutional Asset Management Trust Company as Trustee 

Variable Insurance Products Fund III: Growth Opportunities Portfolio 












 Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund 

Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund 

Fidelity Growth Company Commingled Pool 
 By: Fidelity Management
Trust Company, as Trustee 
 Fidelity Contrafund: Fidelity Contrafund K6 

Fidelity Destiny Portfolios: Fidelity Advisor Diversified Stock Fund 

Fidelity Trend Fund: Fidelity Trend Fund 












 Fidelity Contrafund Commingled Pool 

By: Fidelity Management Trust 
 New York, NY 10005 

Google Capital 2014, LP 
 QUALCOMM Incorporated 

Baidu (Hong Kong) Limited 
 The Northern Trust Company, in its
capacity as custodian for Future Fund Investment Company No.4 Pty Ltd.