EX-4.02



 Exhibit 4.02 

WOODMAN LABS, INC. 

INVESTORS’ RIGHTS AGREEMENT 

This Investors’ Rights Agreement (this “Agreement”) is made as of February 25, 2011, by and among Woodman
Labs, Inc. (d/b/a GoPro), a California 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”). 

WHEREAS, the Company, certain Selling Shareholders (as defined in the Purchase Agreement (defined below)) and the Investors are parties to the
Series A Preferred Stock Purchase Agreement February 19, 2011 (the “Purchase Agreement”); and 
 WHEREAS, in
order to induce the Company to enter into the Purchase Agreement and to induce the Investors to invest funds in the Company and purchase Series A Preferred Stock of the Company from the Selling Shareholders pursuant to the Purchase Agreement, the
Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to the Investors, to receive certain information from the Company, and to
participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement; 
 NOW,
THEREFORE, the parties hereby agree as follows. 
 1. DEFINITIONS. For purposes of this Agreement: 

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

“Automatic Shelf Registration Statement” shall have the meaning given to that term in SEC Rule 405. 

“Board” shall mean the Board of Directors of the Company. 

“business day” means a weekday on which banks are open for general banking business in San Francisco, California. 

“Code” means the Internal Revenue Code of 1986, as amended. 







 “Common Stock” means shares of the Company’s common stock.

 “Competitor” means (a) any Person or Affiliate thereof that is in the business of designing, manufacturing
or distributing wearable or mountable cameras, (b) any significant customer, distributor or supplier of the Company, if the Board should reasonably determine in good faith that such transfer of Restricted Securities of the Company to such
significant customer, distributor or supplier would result in such significant customer, distributor or supplier receiving information that would place the Company at a material competitive disadvantage with respect to such significant customer,
distributor or supplier or (c) any Affiliate of any such entity described in clause (b) of this sentence if such transfer of Restricted Securities of the Company to such Affiliate would result in any such entity described in clause
(b) of this sentence receiving information that would place the Company at a material competitive disadvantage with respect to such entity. For the avoidance of doubt, no Investor, nor any Affiliate of any Investor (which Affiliate may not be
any Person that is in the business of designing, manufacturing or distributing wearable or mountable cameras or is any significant customer, distributor or supplier of the Company), shall be deemed to be a Competitor for the purposes of this
Agreement. 
 “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 (a) 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, and any free-writing prospectus and any issuer
information (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any other document incident to such registration prepared by or on behalf of the Company or used or referred
to by the Company; (b) 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 (c) 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. 

“Demand Notice” means notice sent by the Company to the Holders specifying that a demand registration has been
requested as provided in Section 3.1.1. 
 “Derivative Securities” means any securities or rights convertible
into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants. 

“Deemed Liquidation Event” has the meaning set forth for such term in the articles of incorporation of the Company
most recently filed with the California Secretary of State that contains such a definition, whether or not the holders of outstanding shares of Preferred Stock elect otherwise by written notice sent to the Company as provided in such definition.

 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. 

  
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 “Excluded Registration” means (a) a registration relating to the
sale of securities to employees of the Company or a subsidiary pursuant to an equity incentive, stock option, stock purchase, or similar plan; (b) a registration relating to an SEC Rule 145 transaction; (c) 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 (d) a registration in which the only Common Stock being registered is Common
Stock issuable upon conversion of debt securities that are also being registered. 
 “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. 

“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. 

“Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405 under the Securities Act. 

“Fully Exercising Investor” shall have the meaning set forth in Section 4. 

“GAAP” means generally accepted accounting principles in the United States. 

“Holder” means any holder of Registrable Securities who is a party to this Agreement. 

“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. 

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

 “Investor Notice” shall have the meaning set forth in Section 4. 

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

“Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at
least one million (1,000,000) shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). 

“New Securities” means, collectively, equity securities of the Company, whether or not currently authorized,
Derivative Securities and any 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 (in each case, directly or indirectly) for
such equity securities, and, for the avoidance of doubt, any debt securities that are, or may become, convertible or exchangeable into or exercisable (in each case, directly or indirectly) for any equity securities of


  
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the Company; provided however, that “New Securities shall exclude: (a) Exempted Securities (as defined in the Restated Articles); and (b) shares of Common Stock
issued in the IPO. 
 “Offer Notice” shall have the meaning set forth in Section 4. 

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other
entity. 
 “Preferred Stock” means shares of the Company’s Series A Preferred Stock. 

“Pro Rata Amount” means, for each Major Investor, that portion of the New Securities identified in an Offer Notice
which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor
bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). 

“Registrable Securities” means (a) the Common Stock issuable or issued upon conversion of shares of the Preferred
Stock held by the Investors and (b) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, the shares referenced in clause (a) 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 7.1, and excluding for purposes of Section 3 any shares for which registration rights have terminated pursuant to Section 6.2 of this Agreement. Notwithstanding the foregoing, the Company shall in no event be obligated to
register any Preferred Stock of the Company, and Holders of Registrable Securities will not be required to convert their Preferred Stock into Common Stock in order to exercise the registration rights granted hereunder, until immediately before the
closing of the offering to which the registration relates. 
 “Registrable Securities then outstanding” means the
number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible
securities that are Registrable Securities. 
 “Restated Articles” means the Company’s Amended and Restated
Articles of Incorporation (as may be amended from time to time). 
 “Restricted Securities” means the securities of
the Company required to bear the legend set forth in Section 3.12.5 hereof. 
 “SEC” means the Securities and
Exchange Commission. 
 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act. 

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

“SEC Rule 405” means Rule 405 promulgated by the SEC under the Securities Act. 

  
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 “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder. 
 “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 3.6. 
 “Selling Holder Counsel” means one counsel for the selling Holders. 

“Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock. 

“Standoff Period” means the period commencing on the date of the final prospectus relating to an underwritten public
offering of the Company’s Common Stock under the Securities Act and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of an IPO and not to exceed
ninety (90) days in the case of other public offerings; provided, however, that if during the last seventeen (17) days of such restricted period the Company issues an earnings release or material news, or a material
event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release financial results during the 16-day period beginning on the last day of such restricted period, then the
Standoff Period may be extended upon the request of the managing underwriter, to the extent required by any Financial Industry National Regulatory Authority rules, until the expiration of the 18-day period beginning on the issuance of the financial
results or the occurrence of the material news or material event). 
 “Stock Sale” means a sale by the
Company’s shareholders, in one transaction or series of related transactions, of equity securities that represent, immediately prior to such transaction or transactions, at least seventy-five percent (75%) by voting power of the equity
securities of the Company pursuant to an agreement approved by the Board of Directors and entered into by the Company. 
 “Voting
Agreement” means that certain Voting Agreement dated of even date hereof by and among the Company and the Investors. 
 2.
INFORMATION RIGHTS. 
 2.1 Delivery of Financial Statements. 

2.1.1 Information to be Delivered. The Company shall deliver the following to each Major Investor. 

(a) As soon as practicable after the end of each fiscal year of the Company (beginning with fiscal year 2010) the Company shall deliver,
(a) a balance sheet as of the end of such year, (b) statements of income and of cash flows for such year, and (c) a statement of shareholders’ equity as of the end of such year, all such financial statements, all of which shall
be audited and 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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 (b) As soon as practicable after the end of each of the first three (3) quarters of each
fiscal year of the Company the Company shall deliver, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of shareholders’ equity as of the end of such fiscal quarter, all
prepared in accordance with GAAP (except that such financial statements may (a) be subject to normal year-end audit adjustments and (b) not contain all notes thereto that may be required in accordance with GAAP). 

2.1.2 Consolidation. 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 Section 2.1.1 shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. 

2.1.3 Suspension or Termination. Notwithstanding anything else in this Section 2.1 to the contrary but subject to
Section 6.1, the Company may cease providing the information set forth in this Section 2.1 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 2.1 shall be reinstated
at such time as the Company is no longer actively employing its reasonable efforts to cause such registration statement to become effective. 

2.2 Inspection. The Company shall permit each Major Investor, at such Major Investor’s expense, and on such Major
Investor’s written request, 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 2.2 to provide access to any information that it reasonably and in good faith
considers to be confidential information (unless covered by an enforceable confidentiality agreement, in form reasonably acceptable to the Company), a trade secret or the disclosure of which would adversely affect the attorney-client privilege
between the Company and its counsel; provided further that it is agreed by the parties hereto that RW Camera Holdings LLC and any other Investor has executed an enforceable confidentiality agreement with the Company by executing
this Agreement and Section 2.3 hereof. 
 2.3 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 Section 2 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 2.3 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 existing Affiliate, partner, member, shareholder, or wholly owned subsidiary of such Investor in the ordinary course of business, but only if such Investor informs such Person that


  
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such information is confidential and directs such Person to maintain the confidentiality of such information; or (iii) as may otherwise be required by law if the Investor promptly notifies
the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. 
 3. REGISTRATION
RIGHTS. 
 3.1 Demand Registration. 

3.1.1 Form S-1 Demand. If at any time after the earlier of (a) December 31, 2014 or (b) one hundred eighty (180) days
after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to any
Registrable Securities then outstanding (and the Registrable Securities subject to such request have an anticipated aggregate offering price, net of Selling Expenses, of at least Fifty Million Dollars ($50,000,000), 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) use commercially reasonable efforts to as soon as practicable, and in any event within
ninety (90) 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 3.1.3 and Section 3.3. 
 3.1.2 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 one or more Holders of at least a majority 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 Seven Million Dollars ($7,000,000), then the Company shall (a) within ten (10) days after the date such
request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (b) use commercially reasonable efforts to 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 3.1.3 and Section 3.3. 

3.1.3 Delay. Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this
Section 3.1 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 shareholders 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 (a) materially interfere with a significant acquisition,
corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or


  
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(c) 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 (i) the Company may not invoke this right more than once in any twelve (12) month period and (ii) the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day
period other than an Excluded Registration. 
 3.1.4 Limitations. The Company shall not be obligated to effect, or to take any
action to effect, any registration pursuant to Section 3.1.1: (a) 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 commercially reasonable efforts to cause such registration statement to become effective; (b) after
the Company has effected one (1) registration pursuant to Section 3.1.1; or (c) 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 3.1.2. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 3.1.2: (i) during the period that is thirty (30) days before the Company’s good
faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts
to cause such registration statement to become effective; or (ii) if the Company has effected two (2) registrations pursuant to Section 3.1.2 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 3.1.4 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 registration on Form S-1 or S-3, as applicable, pursuant to Section 3.6, in which case such withdrawn registration statement shall be
counted as “effected” for purposes of this Section 3.1.4. 
 3.2 Company Registration. If the Company proposes
to register (including, for this purpose, a registration effected by the Company for shareholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash
(other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the
Company shall, subject to the provisions of Section 3.3, 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 3.2 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 3.6. 

  
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 3.3 Underwriting Requirements. 

3.3.1 Inclusion. If, pursuant to Section 3.1, 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 3.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the
Company. 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. All Holders proposing to distribute their
securities through such underwriting shall (together with the Company as provided in Section 3.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other
provision of this Section 3.3, if the managing 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 or held 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 owned or 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 one hundred (100) shares. 

3.3.2 Underwriter Cutback. In connection with any offering involving an underwriting of shares of the Company’s capital stock
pursuant to Section 3.2, 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. If the total number of securities, including Registrable Securities, requested by shareholders 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 or held 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 one
hundred (100) shares. Notwithstanding the foregoing, in no event shall (a) 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 (b) the number of Registrable Securities included in the offering be reduced below twenty-five percent (25%) of the total number of securities included in such offering, unless such offering is an IPO


  
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in which the aggregate public offering price (before deduction of underwriters’ discounts and commissions) equals or exceeds Fifty Million Dollars ($50,000,000), in which case the selling
Holders may be excluded further if the underwriters make the determination described above and no other shareholder’s securities are included in such offering. For purposes of the provision in this Section 3.3.2 concerning apportionment,
for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, shareholders, 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 or held by all Persons included in such “selling Holder,” as defined in this sentence. 

3.3.3 Registration Not Effected. For purposes of Section 3.1, a registration shall not be counted as “effected” if, as
a result of an exercise of the underwriter’s cutback provisions in Section 3.3.1, fewer than seventy-five percent (75%) of the total number of Registrable Securities that Holders have requested to be included in such registration
statement are actually included. 
 3.4 Obligations of the Company. Whenever required under this Section 3 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 
 (a) prepare and file with the
SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable, 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 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 120-day period shall be extended for up to sixty (60) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; 

(b) prepare and file with the SEC such amendments and supplements to such registration statement, the prospectus and, if required, any Free
Writing 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 and any Free Writing
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; 

  
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 (d) use its commercially reasonable efforts to register and qualify the securities covered by
such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 

(e) 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 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; 

(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 or Free-Writing Prospectus forming a part of such registration statement has been filed; 

(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 or Free-Writing Prospectus; 
 (k) use its commercially reasonable efforts to obtain
for the underwriters one or more “cold comfort” letters, dated the effective date of the related registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the
underwriting agreement), signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters; 

(l) use its commercially reasonable efforts to obtain for the underwriters on the date such securities are delivered to the underwriters for
sale pursuant to 

  
 11 








 
such registration a legal opinion of the Company’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein
(including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature; 

(m) to the extent the Company is a well-known seasoned issuer (as defined in SEC Rule 405) at the time any request for registration is
submitted to the Company in accordance with Section 3.1.2, if so requested, file an Automatic Shelf Registration Statement to effect such registration; and 

(n) if at any time when the Company is required to re-evaluate its well-known seasoned issuer status for purposes of an outstanding Automatic
Shelf Registration Statement used to effect a request for registration in accordance with Section 3.1.2 the Company determines that it is not a well-known seasoned issuer and (i) the registration statement is required to be kept effective
in accordance with this Agreement and (ii) the registration rights of the applicable Holders have not terminated, use commercially reasonable efforts to promptly amend the registration statement on a form the Company is then eligible to use or
file a new registration statement on such form, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement. 

3.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this
Section 3 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. 
 3.6 Expenses of
Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 3, 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 of one the Selling Holder Counsel, not to exceed $30,000, shall be borne and paid by the Company; provided, however,
that (a) the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 3.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the
Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of
the Registrable Securities agree to forfeit their right to one registration pursuant to Section 3.1.1 or Section 3.1.2, as the case may be, and (b) 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 not 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 3.1.1 or Section 3.1.2. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 3 shall be
borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 

  
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 3.7 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 3. 

3.8 Indemnification. If any Registrable Securities are included in a registration statement under this Section 3: 

3.8.1 Company Indemnification. To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and
the partners, members, officers, directors, and shareholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses
reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this
Section 3.8.1 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, conditioned, or delayed 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. 
 3.8.2 Selling Holder
Indemnification. 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 (a) the indemnity agreement contained in this
Section 3.8.2 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, conditioned or delayed, and
(b) that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 3.8.2 and 3.8.4 exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such
Holder), except in the case of fraud or willful misconduct by such Holder. 
 3.8.3 Procedures. Promptly after receipt by an
indemnified party under this Section 3.8 of notice of the commencement of any action (including any governmental 

  
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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 3.8, 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 3.8, solely to the extent that such failure prejudices the indemnifying party’s
ability to defend such action. 
 3.8.4 Contribution. To provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either (a) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 3.8 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 3.8 provides for
indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 3.8, 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: 
 (i) in any such case, (A) 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 (B) 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 
 (ii) in no event shall a
Holder’s liability pursuant to this Section 3.8.4, when combined with the amounts paid or payable by such Holder pursuant to Section 3.8.2, exceed the proceeds from the offering received by such Holder (net of any Selling Expenses
paid by such Holder), except in the case of fraud or willful misconduct by such Holder. 

  
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 3.8.5 Underwriting Agreement Controls. Notwithstanding the foregoing, to the extent that
the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement
shall control. 
 3.8.6 Survival. Except to the extent 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 3.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 3, and otherwise shall survive
the termination of this Agreement. 
 3.9 Reports under the 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) use commercially reasonable efforts to make and keep available
adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO; 

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and 
 (c)
furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any
time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or
that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form
S-3 (at any time after the Company so qualifies to use such form). 
 3.10 Limitations on
Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with
any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include such securities in any registration if such agreement (a) would allow such holder or prospective holder to include a
portion of its securities in any “piggyback” registration if such inclusion could reduce the number of Registrable Securities that selling Holders could be entitled to include in such registration under Sections 3.2 and 3.3.2 hereof or
(b) would allow such holder or prospective holder to initiate a demand for registration of any of 

  
 15 








 
its securities at a time earlier than the Holders of Registrable Securities can demand registration under Section 3.1 hereof. In addition, the Company shall not enter into any agreement with
respect to any equity securities that grants or provides holders of such securities with registration rights that have terms more favorable than the registration rights granted to Holders of the Registrable Securities in this Agreement unless
(i) similar rights are granted to Holders of Registrable Securities or (ii) the granting of such rights has been approved by a majority of the then outstanding shares of Series A Preferred Stock. 

3.11 “Market Stand-off” Agreement. Each Holder hereby agrees that, during the
Standoff Period, such Holder will not, without the prior written consent of the Company or the managing underwriter, 
 (a) lend, offer,
pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock, or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock, held immediately before the effective date of the registration statement for such offering; or 

(b) 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 (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. 

The foregoing provisions of this Section 3.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and
shall be applicable to the Holders only if all officers, directors, and shareholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all
outstanding Preferred Stock) are similarly bound. For purposes of this Section 3.11, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. In order to enforce the
foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section and to impose stop transfer instructions with respect to the such shares until the end of such
period. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 3.11 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 3.11 or that are necessary to
give further effect thereto. 
 3.12 Restrictions on Transfer and Right of First Refusal. 

3.12.1 Restrictions on Transfer of Investor Restricted Securities. 

(a) No Holder shall transfer any Restricted Securities to any person or entity that is a Competitor of the Company. 

  
 16 








 (b) Any transferee, assignee, or other recipient of Restricted Securities shall receive and hold
the Restricted Securities subject to the provisions of this Section 3.12.1, and there shall be no further transfer of such stock except in accordance with this Section 3.12.1. 

3.12.2 Right of First Refusal. 

In addition to any other limitation on transfer created by applicable securities laws, this Agreement, or by contract, no Investor shall
assign or dispose of any interest in any Restricted Securities except in compliance with the provisions below and applicable securities laws. 

(a) Right of First Refusal. Before any Restricted Securities held by an Investor may be sold or otherwise transferred (including
transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Restricted Securities on the terms and conditions set forth herein (the “Right of First Refusal”). 

(b) Notice of Proposed Transfer. The Investor shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Investor’s bona fide intention to sell or otherwise transfer such Restricted Securities; (ii) the name of each proposed transferee (“Proposed Transferee”); (iii) the number of Restricted
Securities to be transferred to each Proposed Transferee; (iv) the terms and conditions of each proposed sale or transfer and (v) the documentation required to be provided to the Company by the Investor pursuant to Section 3.12.6
below. The Investor shall offer the Restricted Securities at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(c) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its
assignee(s) may, by giving written notice to the Investor, elect to purchase all, but not less than all, of the Restricted Securities proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in
accordance with subsection 3.12.2(d) below. 
 (d) Purchase Price. The purchase price (“Purchase Price”) for
the Restricted Securities purchased by the Company or its assignee(s) under this Section 3.12.2 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board in good faith. 
 (e) Payment. Payment of the Purchase Price shall be made, at the option of the Company or
its assignee(s), in cash (by check or wire transfer), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set
forth in the Notice. 
 (f) Investor’s Right to Transfer. If all of the Restricted Securities proposed in the Notice to be
transferred to the Proposed Transferee(s) are not purchased by the Company and/or its assignee(s) as provided herein, then the Investor may sell or otherwise transfer such Restricted Securities to the Proposed Transferee(s) described in the Notice
at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within sixty (60) days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any
applicable securities laws. If the Restricted Securities described in the 

  
 17 








 
Notice are not transferred to the Proposed Transferee(s) within such period, or if the Investor proposes to change the price or other terms to make them more favorable to the Proposed
Transferee(s), a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the right of first refusal provided herein before any Restricted Securities held by the Investor may be sold or otherwise
transferred. The terms of this subsection 3.12.2(f) may be waived by the Company or its assignee(s) in their sole discretion. 
 (g)
Exception for Certain Transfers. Anything to the contrary contained herein notwithstanding, the following transfers shall be exempt from the Right of First Refusal: 

(i) the transfer of any or all of the Restricted Securities during Investor’s lifetime or on Investor’s death by gift, will or
intestacy to Investor’s Immediate Family or a trust for the benefit of Investor or Investor’s Immediate Family; 
 (ii) the
transfer by an entity to an affiliated person or entity, including any affiliated member, partner, or venture capital fund; 
 (iii) the
transfer by an Investor which is a limited or general partnership to any or all of its partners or a transfer by an Investor which is a limited liability company to any or all of its members; 

(iv) the transfer for no consideration to an organization that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code; and

 (v) the transfer by an Investor (as defined in the Co-Sale Agreement) exercising such Investor’s Co-Sale Right (as defined in the
Co-Sale Agreement). 
 (h) In the case of any transfer effected in accordance with subsections (f) or (g) above, the transferee,
assignee or other recipient shall receive and hold the Restricted Securities subject to the provisions of this Section 3.12.2, and there shall be no further transfer of such stock except in accordance with this Section 3.12.2. 

Section 3.12.3 Termination of Rights; Legend; Waiver. 

The restrictions in Sections 3.12.1 and 3.12.2 shall terminate upon the earlier to occur of (i) the closing of a Deemed Liquidation
Event; or (ii) the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act. Upon termination of such restrictions, a new
certificate or certificates representing the Restricted Securities not repurchased shall be issued, on request, without the legend referred to in subsection 3.12.5 below and delivered to each Investor. 

The provisions of Sections 3.12.1 and 3.12.2 may be waived, with respect to any transaction subject thereto, by the Company; provided,
however, that such restrictions shall continue to apply to the Restricted Securities subsequent to such transaction. 
 3.12.4
Agreement Binding. The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not 

  
 18 








 
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. 
 3.12.5
Legends. Each certificate or instrument representing (a) the Preferred Stock, (b) the Registrable Securities, and (c) any other securities issued in respect of the securities referenced in clauses (a) and (b), upon
any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 3.12.6) 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
SHAREHOLDER, 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 3.12. 

3.12.6 Procedure. The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all
respects with the provisions of this Section 3. 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 (a) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to
the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) 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 (c) 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 (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction
in which 

  
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such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this
Section 3.12. 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 3.12.5, 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. 
 4. RIGHTS TO FUTURE STOCK ISSUANCES. Subject to the terms and conditions of this Section 4 and
applicable securities laws, if the Company proposes to sell any New Securities, the Company shall offer to sell a portion of such New Securities to each Major Investor as described in this Section 4. A Major Investor shall be entitled to
apportion the right of first refusal hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. The right of first refusal in this Section 4 shall not be applicable with respect to any Major Investor, if
at the time of such subsequent securities issuance, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act. 

4.1. Company Notice. The Company shall give notice (the “Offer Notice”) to each Major Investor, stating
(a) its bona fide intention to sell such New Securities, (b) the number of such New Securities to be sold and (c) the price and terms, if any, upon which it proposes to sell such New Securities. 

4.2 Investor Right. By written notice (the “Investor Notice”) 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 such Major Investor’s Pro Rata Amount. In addition, each Major Investor that
elects to purchase or acquire all of its Pro Rata Amount (each, a “Fully Exercising Investor”) may, in the Investor Notice, elect to purchase or acquire, in addition to its Pro Rata Amount, a portion of the New Securities, if
any, for which other Major Investors were entitled to subscribe but that are not subscribed for by such Major Investors. The amount of such overallotment that each Fully Exercising Investor shall be entitled to purchase is equal to the proportion
that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock
issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed
shares A Major Investor’s election may be conditioned on the consummation of the transaction described in the Offer Notice. The closing of any sale pursuant to this Section 4.2 shall occur on the earlier of one hundred and twenty
(120) days after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.3. 

4.3 Sale of Securities. If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided
in Section 4.2, the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.2, 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)

  
 20 








 
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. 
 4.4 Alternate Procedure. Notwithstanding any provision hereof to the contrary, in lieu of complying
with the provisions of Sections 4.1 and 4.2, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities,
and the identities of the Persons to whom the New Securities were sold. Each Major Investor shall have twenty (20) days after the date the Company’s notice is given to elect, by giving notice to the Company, to purchase up to the number of
New Securities that such Major Investor would otherwise have the right to purchase pursuant to Section 4.2 above had the Company complied with the provisions of Sections 4.1 and 4.2 in connection with the issuance of such New Securities under
the terms and conditions set forth in the Company’s notice pursuant to this Section 4.4. Any Major Investors electing to purchase such New Securities shall also have rights of oversubscription to purchase New Securities that were
purchasable by other Major Investors pursuant to the foregoing sentence but were not so purchased, and such rights of oversubscription shall be apportioned in a manner consistent with the apportionment among Fully Exercising Investors described in
Section 4.2. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors. 

5. ADDITIONAL COVENANTS AND AGREEMENTS. 

5.1 Company Cooperation in Connection with Major Investor Capital Sale of Restricted Securities. In the event that any Major
Investor, or any Affiliate or successor in interest thereto, desires to sell any or all of its Restricted Securities, other than pursuant to Sections 3.1 or 3.2 hereof, and provided that any potential acquirer of such Restricted Securities has been
approved in writing by the Company (a “Consent of Major Investor Sale”)(which approval shall not be unreasonably withheld or delayed), the Company shall provide such Major Investor with reasonable cooperation in connection
such proposed sale; provided, however, the Company shall not be required to undertake any action pursuant to this Section 5.1 that (i) would, in the reasonable determination of legal counsel to the Company, violate applicable
federal or state securities laws, (ii) materially interfere with the business or operations of the Company, or (iii) subject the Company to any liability, including, but not limited to, liability under any federal or state securities laws;
provided, further, that the Company may withhold any Consent of Major Investor Sale with respect to any proposed sale of Restricted Securities by any such Major Investor if the proposed purchaser is a Competitor (as defined herein) of
the Company. 
 5.2 Insurance. If requested by holders of at least a majority of the outstanding shares of Preferred Stock
(determined on an as-converted basis), the Company shall use its commercially reasonable efforts to promptly obtain Directors and Officers liability insurance from a financially sound and reputable insurer in such amount and on such terms as
determined by the Board of Directors, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board of Directors determines that such insurance should be discontinued. 

  
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 5.3 Employee Agreements. The Company will cause each person now or hereafter
employed or engaged 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, or performing services that consist of the development
of technology, to enter into a customary nondisclosure and proprietary rights assignment agreement. 
 5.4 Employee Vesting.
Unless otherwise approved by the Board of Directors with the consent of the Series A Director (as defined in the Restated Articles), all employees and consultants of the Company or its subsidiaries 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 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 (or the date of grant in the case of a grant to an existing employee or consultant), and the remaining shares vesting in equal
monthly installments over the following thirty-six (36) months. 
 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, the Restated Articles, indemnity agreements, or elsewhere, as the case may be. 

5.6 Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office including the consent
of the Series A Director (as defined in the Restated Articles), the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable out-of-pocket travel
expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. If determined by the vote of a majority of the directors then in office, the Board of Directors shall cause to be
established an audit and compensation committee. The director nominated by RW Camera Holdings LLC pursuant to the Voting Agreement shall be entitled, in such person’s discretion, to be a member of the Company’s audit committee and
compensation committee. Subject to applicable law, no director shall participate in any decision of the Board of Directors in which such director has a material financial interest. 

5.7 Felony Conviction. In the event that any officer or director is convicted of, or enters into a plea of guilty or no contest
to, a felony involving moral turpitude, such officer or director shall, upon the vote of a majority of the disinterested members of the Board of Directors, promptly resign as a director and/or officer of the Company. 

6. TERMINATION. 

6.1 Generally. The covenants set forth in Section 2.1, Section 2.2, Section 4 and Section 5 shall terminate
and be of no further force or effect upon the earliest to occur of: (a) immediately before the consummation of an IPO in which the aggregate public offering price 

  
 22 








 
(before deduction of underwriters’ discounts and commissions) equals or exceeds Fifty Million Dollars ($50,000,000) or (b) upon the consummation of a Deemed Liquidation Event or the
consummation of a Company Sale (as defined in that certain Voting Agreement by and among the Company, the Investors and certain other shareholders of the Company, dated as of the date hereof). 

6.2 Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any
registration pursuant to Section 3.1 or Section 3.2 shall terminate upon the earliest to occur of: (a) when all of such Holder’s Registrable Securities could be sold without any restriction on volume or manner of sale in any
three-month period under SEC Rule 144 or any successor; (b) upon the consummation of a Deemed Liquidation Event or the consummation of a Company Sale (as defined in that certain Voting Agreement by and among the Company, the Investors and
certain other shareholders of the Company, dated as of the date hereof).; and (c) the fifth (5th) anniversary of an IPO in which the aggregate public offering price (before deduction of underwriters’ discounts and commissions) equals
or exceeds Fifty Million Dollars ($50,000,000). 
 7. GENERAL PROVISIONS. 

7.1 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 (a) is an Affiliate, partner, member, limited partner, retired or former partner, retired or former member, or shareholder of a Holder or such Holder’s Affiliate; (b) 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; (c) after such transfer, holds at least two percent (2%) of the shares of Registrable Securities (or if
the transferring Holder owns less than two percent (2%) of the Registrable Securities, then all Registrable Securities held by the transferring Holder); or (d) is an entity that is controlled by or under common control with one or more
general partners or managing partners or managing members of, or shares the same management company with, any direct or indirect owner of Preferred Stock or Registrable Securities; provided, however, that (i) 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 (ii) 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 3.11. For the purposes of determining the number of shares of Registrable Securities
held by a transferee, the holdings of a transferee (A) that is an Affiliate, limited partner, retired or former partner, member, retired or former member, or shareholder of a Holder or such Holder’s Affiliate; (B) who is a
Holder’s Immediate Family Member; or (C) 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. 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. 

  
 23 








 7.2 Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. 

7.3 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. 
 7.4 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. 
 7.5
Notices. All notices, requests, and other communications given, made or delivered pursuant to this Agreement shall be in writing and shall be deemed effectively given, made or delivered upon the earlier of actual receipt or:
(a) personal delivery to the party to be notified; (b) when sent, if sent by facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day;
(c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) 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 address or facsimile number as subsequently modified by written notice given in accordance with this Section 7.5. If notice is given to the Company, it shall
be sent to 2450 Cabrillo Hwy South, Ste. 250, Half Moon Bay, CA 94019, Attention: Chief Financial Officer; and a copy (which shall not constitute notice) shall also be sent to Fenwick & West LLP, Silicon Valley Center, 801 California
Street, Mountain View, California 94041 Attn: Cynthia Clarfield Hess. If no facsimile number is listed on Schedule A for a party (or above in the case of the Company), notices and communications given or made by facsimile shall not be deemed
effectively given to such party. 
 7.6 Amendments and Waivers. This Agreement may only be amended or terminated and the
observance of any term hereof may be waived (either generally or in a particular instance, and either retroactively or prospectively) only by a written instrument executed by the Company and (a) with respect to Sections 2 and 4 and any other
provision of this Agreement to the extent such provision pertains to Sections 2 or 4, the holders of a majority of the Registrable Securities then outstanding and held by the Major Investors or (b) with respect to Sections 3 and 5 and any other
provision of this Agreement to the extent such provision pertains to Sections 3 or 5, the holders of a majority of the Registrable Securities then outstanding; provided that (i) the Company may in its sole discretion waive compliance with
Section 3.12.6 (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Section 3.12.6 shall be deemed to be a waiver); and (ii) any provision hereof may be
waived by any waiving party on such party’s own behalf, without the consent of any other party. Any amendment, termination, or waiver effected in accordance with this Section 7.6 shall be binding on each party hereto and all of such
party’s successors and permitted assigns, regardless of whether or not any such party, successor or assignee entered into or approved such amendment, termination, or waiver. No waivers of or exceptions to any term, 

  
 24 








 
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.
Notwithstanding the foregoing, the provisions of Section 5.1 hereof shall not be amended, waived or terminated with respect to any particular Major Investor without the written consent of such particular Major Investor. 

7.7 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. 
 7.8 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. 
 7.9 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
and replaced with this Agreement. 
 7.10 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. 
 7.11
Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the federal or state courts located in 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 or state courts located in 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 a party is not subject to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution based upon judgment or order of such court(s), that any suit, action or proceeding arising out of or based upon this Agreement commenced in the federal or state courts located in the Northern
District of California is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Should any party commence a suit,
action or other proceeding arising out of or based upon this Agreement in a forum other than the federal or state courts located in the Northern District of California, or should any party otherwise seek to transfer or dismiss such suit, action or
proceeding from such court(s), that party shall indemnify 

  
 25 








 
and reimburse the other party for all legal costs and expenses incurred in enforcing this provision. 

7.12 Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement,
the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees. 

7.13 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of
the Company’s Series A Preferred Stock after the date hereof, any purchaser of such shares of Series A Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this
Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor or Lender, so long as such
additional Investor or Lender has agreed in writing to be bound by all of the obligations as an “Investor” or a “Lender” hereunder, as applicable. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES FOLLOW 

  
 26 








 IN WITNESS WHEREOF, the parties have executed this INVESTORS’
RIGHTS AGREEMENT as of the date first written above. 
  

			
	COMPANY:
	
	WOODMAN LABS, INC.
		
	By:	 	 /s/ Nicholas D. Woodman

	Name:	 	Nicholas D. Woodman
	Title:	 	President & Chief Executive Officer

 [SIGNATURE PAGE TO INVESTOR’S RIGHTS AGREEMENT] 







 IN WITNESS WHEREOF, the parties have executed this INVESTORS’
RIGHTS AGREEMENT as of the date first written above. 
  

			
	INVESTOR:
	
	RW CAMERA HOLDINGS LLC
		
	By:	 	RIVERWOOD CAPITAL L.P., its manager
	By:	 	Riverwood Capital GP Ltd., its general partner
		
	By:	 	 /s/ Michael Marks

	Name:	 	Michael Marks
	Title:	 	Director

 [SIGNATURE PAGE TO INVESTOR’S RIGHTS AGREEMENT] 







 IN WITNESS WHEREOF, the parties have executed this INVESTORS’
RIGHTS AGREEMENT as of the date first written above. 
  

			
	INVESTOR:
	
	SAGEVIEW CAPITAL MASTER, L.P.
		
	By:	 	Sageview Capital GenPar, Ltd.
	its General Partner
		
	By:	 	 /s/ Edward A Gilhuly

	Name:	 	Edward A Gilhuly
	Title:	 	Director

 [SIGNATURE PAGE TO INVESTOR’S RIGHTS AGREEMENT] 







 IN WITNESS WHEREOF, the parties have executed this INVESTORS’
RIGHTS AGREEMENT as of the date first written above. 
  

			
	INVESTOR:
	
	STEAMBOAT VENTURES III, LLC
		
	By:	 	Steamboat Ventures Manager III, LLC
	Its:	 	Managing Member
		
	By:	 	 /s/ Daniel L. Beldy

	Name:	 	Daniel L. Beldy
	Title:	 	Officer

 [SIGNATURE PAGE TO INVESTOR’S RIGHTS AGREEMENT] 







 IN WITNESS WHEREOF, the parties have executed this INVESTORS’
RIGHTS AGREEMENT as of the date first written above. 
  

			
	INVESTOR:
	
	U.S. VENTURE PARTNERS X, L.P.
	USVP X AFFILIATES, L.P.
	
	By Presidio Management Group X, L.L.C.
	The General Partner of Each
		
	By:	 	 /s/ Jonathan D. Root

		 	Jonathan D. Root, Managing Member

 [SIGNATURE PAGE TO INVESTOR’S RIGHTS AGREEMENT] 







 IN WITNESS WHEREOF, the parties have executed this INVESTORS’
RIGHTS AGREEMENT as of the date first written above. 
  

			
	INVESTOR:
	
	F&W INVESTMENTS LP – SERIES 2010
		
	By:	 	F&W Operations LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Laird H. Simons III

	Name:	 	Laird H. Simons III
	Its:	 	Managing Member

 [SIGNATURE PAGE TO INVESTOR’S RIGHTS AGREEMENT] 







 SCHEDULE A 

List of Investors 
  

					
	Name and Address of Investors	 	 	 	Shares of Series
A Preferred Stock Initially
Held
	 RW CAMERA HOLDINGS LLC

70 Willow Road

Suite 100, Menlo Park, CA 94025

Attention: Jeff Parks
	 		 	6,963,042
			
	 With a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, CA 94304

Attention: Mike Nooney

Fax (650) 251-5002
	 		 	
			
	 SAGEVIEW CAPITAL MASTER, L.P.

245 Lytton Avenue, Suite 250

Palo Alto, CA 94301

Attention: Edward Gilhuly
	 		 	2,631,545
			
	 STEAMBOAT VENTURES III, LLC

3601 West Olive Avenue, Suite 650

Burbank, CA 91505

Attention: Beau Laskey
	 		 	1,315,772
			
	 With a copy (which shall not constitute notice) to:

4365 Executive Drive, Suite 1100

San Diego, California 92121-2133

Attention: Randy L. Socol

Fax (858) 638-5057
	 		 	
			
	 U.S. VENTURE PARTNERS X, L.P.

2735 Sand Hill Road

Menlo Park, CA 94025

Attn: Chief Financial Officer

Fax: (650) 854-3018
	 		 	637,492
			
	 USVP X AFFILIATES, L.P.

2735 Sand Hill Road

Menlo Park, CA 94025

Attn: Chief Financial Officer

Fax: (650) 854-3018
	 		 	20,394









							
	 FENWICK & WEST INVESTMENT LP

Silicon Valley Center

801 California Avenue

Mountain View, CA 94041

Attention: Laird H. Simons III
	 		 	 	9,868	  
		 	    TOTAL:    	 	 	11,578,113	  








 WOODMAN LABS, INC. 

AMENDMENT NUMBER ONE 
 TO

 INVESTORS’ RIGHTS AGREEMENT 

THIS AMENDMENT NUMBER ONE TO INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of March 10, 2011, by
and among Woodman Labs, Inc., a California corporation (the “Company”), and the undersigned parties. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings set forth in the
Investors’ Rights Agreement (as defined below). 
 RECITALS 

WHEREAS, the Company and certain shareholders of the Company entered into that certain Investors’ Rights Agreement dated as of
February 25, 2011 (the “Investors’ Rights Agreement”); and 
 WHEREAS, in accordance with Section 7.6
of the Investors’ Rights Agreement, the Company and the undersigned parties, who hold a sufficient number of Registrable Securities to amend the Investors’ Rights Agreement, have agreed to amend the Investors’ Rights Agreement as set
forth below. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing premises and certain other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows: 
 1. Amendment to Section 1 of the Investors’ Rights
Agreement. The definition of term “Major Investor” as set forth in Section 1 of the Investors’ Rights Agreement shall be amended and restated in its entirety to read as follows: 

“Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least
six hundred fifty thousand (650,000) shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).” 

2. Amendment to Section 5.4 of the Investors’ Rights Agreement. Section 5.4 of the Investors’ Rights
Agreement shall be amended and restated in its entirety to read as follows: 
 “5.4 Employee Vesting. Unless otherwise
approved by the Board of Directors with the consent of the RWCH Designee (as such term is defined in that certain Voting Agreement by and among the Company and certain investors and shareholders of the Company dated February 25, 2011, as
amended), all employees and consultants of the Company or its subsidiaries 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 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 (or the
date of grant in the case of a grant to an existing employee or consultant), and the 







 
remaining shares vesting in equal monthly installments over the following thirty-six (36) months.”  

3. Amendment to Section 5.6 of the Investors’ Rights Agreement. Section 5.6 of the Investors’ Rights
Agreement shall be amended and restated in in its entirety to read as follows: 
 “5.6 Board Matters. Unless otherwise
determined by the vote of a majority of the directors then in office including the consent of the RWCH Designee, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the
directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. If determined by the vote of a majority of the directors then in
office, the Board of Directors shall cause to be established an audit and compensation committee. The RWCH Designee shall be entitled, in such person’s discretion, to be a member of the Company’s audit committee and compensation committee.
Subject to applicable law, no director shall participate in any decision of the Board of Directors in which such director has a material financial interest.” 

4. Amendment to Section 7.6 of the Investors’ Rights Agreement. Section 7.6 of the Investors’ Rights
Agreement shall be amended and restated in in its entirety to read as follows: 
 “7.6 Amendments and Waivers. This
Agreement may only be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance, and either retroactively or prospectively) only by a written instrument executed by the Company and
(a) with respect to Sections 2 and 4 and any other provision of this Agreement to the extent such provision pertains to Sections 2 or 4, the holders of a majority of the Registrable Securities then outstanding and held by the Major Investors or
(b) with respect to Sections 3 and 5 and any other provision of this Agreement to the extent such provision pertains to Sections 3 or 5, the holders of a majority of the Registrable Securities then outstanding; provided that (i) the
Company may in its sole discretion waive compliance with Section 3.12.6 (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Section 3.12.6 shall be deemed to
be a waiver); and (ii) any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Any amendment, termination, or waiver effected in accordance with this Section 7.6
shall be binding on each party hereto and all of such party’s successors and permitted assigns, regardless of whether or not any such party, successor or assignee entered into or approved such amendment, termination, or waiver. 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. Notwithstanding the foregoing, the
provisions of Section 5.1 hereof shall not be amended, waived or terminated with respect to any particular Major Investor without the written consent of such particular Major Investor. In addition, notwithstanding anything set forth in this
Section 7.6, no amendment, modification or waiver that treats any Investor in a material adverse manner differently than other Investors and that is also disproportionate to the amount of Registrable Securities held by such Investor shall be
effective against such disproportionately treated Investor unless such disproportionately treated Investor consents to such amendment, modification, or waiver, as the case may be.” 

5. Entire Agreement. The Investors’ Rights Agreement, as amended hereby, contains the entire agreement among the parties
with respect to the subject matter thereof and hereof and shall be read and construed together as a single agreement. Except to the extent amended hereby, all of the terms, 

  
 2 








 
provisions and conditions of the Investors’ Rights Agreement are hereby ratified and confirmed and shall remain in full force and effect as of the date specified therein. 

6. Counterparts. This Amendment may be executed by the parties in separate counterparts, each of which when so executed and
delivered will be an original, but all of which together will constitute one and the same agreement. 
 7. Captions. The
captions of sections or subsections of this Amendment are for reference only and will not affect the interpretation or construction of this Amendment. 

[REMAINDER OF PAGE IS INTENTIONALLY LEFT
BLANK] 

  
 3 








 IN WITNESS WHEREOF, the parties have executed this AMENDMENT
NUMBER ONE TO INVESTORS’ RIGHTS AGREEMENT as of the date first written above. 

 

			
	COMPANY:
	
	WOODMAN LABS, INC.
		
	By: 	 	 /s/ Nicholas D. Woodman

		 	Name: Nicholas D. Woodman
		 	Title: President and Chief Executive Officer









 IN WITNESS WHEREOF, the parties have executed this AMENDMENT
NUMBER ONE TO INVESTORS’ RIGHTS AGREEMENT as of the date first written above. 

 

			
	INVESTOR:
	
	RW CAMERA HOLDINGS LLC
		
	By:	 	RIVERWOOD CAPITAL L.P., its manager
		
	By:	 	Riverwood Capital GP Ltd., its general partner
		
	By:	 	 /s/ Michael Marks

	Name:	 	Michael Marks
	Title:	 	Director