EFTA01117942

ALIPHCOM SERIES 6 PREFERRED STOCK PURCHASE AGR EEM ENT THIS SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement') is made and entered into as of February 14, 2014 by and among Aurn iam, a California corporation (the "Company"), and each of those persons and entities, sever ally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as "Purc hasers" and each individually as a "Purchase?). RECITALS WIIEREAS, the Company has authorized the sale and issuan ce of an aggregate of 23,962,597 shares of its Series 6 Preferred Stock (the "Shares") pursuant to this Agreement; and WHEREAS, Purchasers desire to purchase, and the Company desires to issue and sell, the Shares on the terms and conditions set forth herein (the "Fina ncing"). AGREEMENT Now, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby ackno wledged, the parties hereto agree as follows: 1. AGREEMENT TO SELL AND PURCHASE. 1.1 Authorization of Shares. The Company has authorized the issuance to Purchasers of the Shares and the issuance of such sale and shares of Common Stock to be issued upon conversion of the Shares (the "Conversion Share s"). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Articles of Incorporation of the Company, in the form attached hereto as Exhibit B (the "Restated Arfides'). 1.2 Sale and Purchase of the Shares. Subject to the terms and hereof, at the Initial Closing (as hereinafter defined), the Comp conditions any shall issue and sell to each Purchaser, severally and not jointly, and each Purchaser agree s to purchase from the Company, 1348230 v9/SE EFTA01117942 severally and not jointly, the number of Shares set forth oppos ite such Purchaser's name on Exhibit A, at a purchase price of $11.26756 per share. 2. CLOSING, DELIVERY, PAYMENT AND CONVERSION. 2.1 Initial Closing. The initial closing of the sale and purchase under this Agreement (the "Initial Closing") shall take place of the Shares at 1:00 p.m. on the date first set forth above, at the offices of Cooley LI.P, 101 California Street , 5th Floor, San Francisco, CA 94111-5800 or at such other time or place as the Company and Purchasers of a majority of the Shares may mutually agree (such date is hereinafter referred to as the "Initial Closing Date). 2.2 Subsequent Sales of Shares. (a) At any time on or before the 200th day following the Initia Closing or at such later time as the Company and the holde l rs of a majority of the Shares purchased at the Initial Closing (pursuant to Section 2.1) may mutually agree, the Company may sell up to the balance of the Shares not sold at the Initial Closing to such persons as may be approved by the holders of a majority of the Shares purchased at the Initial Closing (pursuant to Section 2.1), which shall not be unreasonably withheld, and the Company (the "Additional Purchasers"), but subject to Section 2.2(c) below. (b) All such sales made at any subsequent closings (each "Subsequent Closing"), shall be made on the terms and conditions a set forth in this Agreement, and (i) the representations and warranties of the Company set forth in Section 3 hereof (and the Schedule of Exceptions) shall speak as of the Initial Closin g and the Company shall have no obligation to update any such disclosure, and (ii) the repres entations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of the date of such Subsequent Closing (each, a "Subsequent Closing Date). The Schedule of Purch asers may be amended by the Company without the consent of the Purchasers to include any Additional Purchasers upon the execution by such Additional Purchasers of a counterpart signat ure page hereto. Any shares of Series 6 Preferred Stock sold pursuant to this Section 2.2 shall be deemed to be "Shares" for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement. The Initia l Closing and any Subsequent Closing are hereinafter referred to individually as a "Closing" and collectively as the "Closings," and the Initial Closing Date and the Subsequent Closing Date(s) are hereinafter referred to individually as a "Closing Date" and collectively as the "Clos ing Dates." Each Closing may take place using facsimile signature pages of the parties hereto . (c) Notwithstanding Section 2.2(a) Rizvi Traverse Management LLC ("Noir), together with its affiliated or related investment funds shall, for the 180 days following 2. 1348830 v9/SF EFTA01117943 the Initial Closing, have the right to purchase up S150, to 000,000 worth of additional Shares (the "Subsequent Allocation"), in the aggregate, in one or more Subse quent Closings, pursuant to the terms of this agreement. If Rizvi provides written notice to the Company that it does not intend to purchase the entirety of its Subsequent Allocation, the remainder 'may be sold to other purchasers in accordance with the terms of Sections 2.2(a) and (b). 23 Delivery. At each Closing, subject to the terms and conditions Company will deliver to each Purchaser a certificate repres hereof, the enting the number of Shares to be purchased at such Closing by such Purchaser, against payment of the purchase price therefor by check, wire transfer made payable to the order of the Company, cancellation or conversion of indebtedness or any combination of the foregoing. In the event that payment by a Purchaser is made, in whole or in part, by cancellation or conversion of indebtedness, then such Purchaser shall surrender to the Company for cancellation or conversion at such Closing any evidence of such indebtedness or shall execute an instrument of cancellation or conversion in form and substance acceptable to the Company. 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth on a Schedule of Exceptions delivered by the Company to Purchasers on the applicable Closing Date, the Company hereby represents and warrants to each Purchaser as of the Closing Date as set forth below. 3.1 Organization and Standing; Corporate Power. The Company corporation duly organized and existing under the laws of the State is a of California and is in good standing under such laws. The Company has the requisite corpo rate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transa ct business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business, properties or condition (financial or otherw ise). The Company has or will have at the Initial Closing all requisite corporate power to execute and deliver this Agreement and to sell and issue the Shares hereunder, to issue the Conve rsion Shares and to carry out and perform its obligations under the terms of this Agreement. 3.2 Subsidiaries. The Company has no subsidiaries and does not record or beneficially any capital stock or equity interest or own of investment in any corporation, association or business entity. The Company is not a participant in any joint venture, partnership or similar arrangement. Since its inception, the Company has not conso lidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any corporation, partnership, limited liability company or other busine ss entity. 3. 1348830 v9/SF EFTA01117944 33 Capitalization; Voting Rights. (a) Immediately prior to the Initial Closing, following the filing Restated Articles, the Company's authorized capital stock will of the consist of (i) 310,000,000 shares of common stock, of which 68,241,606 shares will be issued and outstanding immediately prior to the Initial Closing, and (ii) 181,898,270 shares of Prefer red Stock, of which (a) 1,250,000 shares are designated Series 1-A Preferred Stock, all of which were issued and outstanding immediately prior to the Initial Closing, (b) 2,037,206 shares are designated Series I -B Preferred Stock, all of which were issued and outstanding immediately prior to the Initial Closing, (c) 23,251,193 shares are designated Series 1-C Preferred Stock , all of which were issued and outstanding immediately prior to the Initial Closing, (d) 61,46 6,070 shares are designated Series 2 Preferred Stock, of which 59,777,831 shares will be issued and outstanding immediately prior to the Initial Closing, (e) 23,000,000 shares are designated Series 3 Preferred Stock, 22,190,990 of which were issued and outstanding immediately prior to the Initial Closing, (f) 7,150,000 shares are designated Series 4 Preferred Stock, 7,131,940 of which were issued and outstanding immediately prior to the Initial Closing, (g) 37,000,000 shares are designated Series 5 Preferred Stock, 28,159,681 of which were issued and outstanding immediatel y prior to the Initial Closing, (h) 2,781,204 shares are designated Series 5A Preferred Stock , all of which were issued and outstanding immediately prior to the Initial Closing, and (i) 23,962,597 shares are designated Series 6 Preferred Stock, none of which were issued and outsta nding immediately prior to the Initial Closing. Each of the issued and outstanding shares of Series 5A Preferred Stock shall convert into approximately 0.6382 shares of Series 6 Preferred Stock at the Initial Closing pursuant to Section 3.I(iii) of the Restated Articles. The Comp any has reserved for issuance (i) under its 2000 Stock Option Plan (the "2000 Plan"), a pool of 54,251,000 shares of Common Stock, and (ii) under its 2010 Equity Incentive Plan (the "2010 Plan" and, together with the 2000 Plan, the "Plans"), a pool of 86,872,000 shares of Common Stock , plus any additional shares subject to option grants issued under the 2000 Plan that are terminated prior to exercise. Under the Plans 40,490,609 options were outstanding and unexercised immediately prior to the Initial Closing and 8,103,214 shares remained available for grant. (b) The outstanding shares of Common Stock and Preferred Stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable, and such shares, and all outstanding options, warrants, convertible notes , and other securities of the Company, have been issued in compliance with the applicable exemptions from the Securities Act of 1933, as amended (the "Securities Act'). (c) Other than (a) the shares reserved for issuance under the Plans, (b) warrants to purchase up to 5,035,241 shares of Common Stock outstanding on the date hereof and (c) as granted pursuant to this Agreement, the Seventh Amen ded and Restated Investor 4. 1318830 v9/SF EFTA01117945 Rights Agreement, dated concurrent herewith (the "IRA"), the Fifth Amended and Restated Voting Agreement, dated concurrent herewith (the "Votin g Agreement') and the Fourth Amended and Restated Right of First Refusal Agreement, dated concurrent herewith (the "First Refusal Agreement', and collectively, the "Related Agreements"), there are no currently outstanding preemptive or conversion rights, options, warra nts or agreements granted or issued by or binding upon the Company for the purchase or acquisition of any shares of its capital stock. Immediately following the Initial Closing, each share of the Company's outstanding Preferred Stock will be convertible into exactly one (I) share of Comm on Stock. The rights, privileges and preferences of the Series 1-A Preferred Stock, Series I -B Prefer red Stock, Series 1-C Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock, Series 4 Preferred Stock, Series 5 Preferred Stock, Series 5A Preferred Stock and Series 6 Preferred Stock are as stated in the Restated Articles. (d) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock when issued upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are or, upon issuance will be, subject to a market standoff or "lockup" agreement of not less than 180 days following the effective date of the Company's initial public offering. (e) Except as contemplated in the IRA, the Company has not grante or agreed to grant any registration rights, including piggyback d rights, to any person or entity. Except as set forth in the Voting Agreement, the Company is not a party or subject to any agreement or understanding, and, to the Company's knowl edge, there is no agreement or understanding between any persons that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. 3.4 Authorization. All corporate action on the part of the Comp directors and shareholders necessary for the authorization, execu any, its tion, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein, and for the authorization, issuance and delivery of the Shares and of the Conversion Shares has been taken or will be taken prior to the Initia l Closing. This Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of credit ors' rights and (ii) as limited by general principles of equity that restrict the availability of equita ble remedies The Shares, when issued in compliance with the provisions of this Agreement will be validly issued, fully paid and nonacsescable and issued in compliance with all applicable federa l and state securities laws (based in part upon the representations of the Purchasers conta ined herein) and will be free of any liens or encumbrances, and will be free of restrictions on transfer other than under this 5. 1318830 v9/SF EFTA01117946 Agreement, the IRA, the Voting Agreement and the Fourth Amended and Restated Right of First Refusal Agreement, dated concurrent herewith and state and/or federal securities laws. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly reserved and, upon issuance, will be validly issued, fully paid and nonassessable and (based in part upon the representations of the Purchasers contained herein) such shares of Common Stock if issued at the Closing would be issued in compliance with all applicable federal and state securities laws. 3.5 Litigation. There is no action, suit, proceeding, claim, arbitration or investigation pending or, currently threatened in writing against the Company or, to the Company's knowledge, against any officer, director or employee of the Company in connection with such officer's, director's or employee's relationship with, or actions taken on behalf of, the Company, that might result in a material adverse effect or that questions the validity of this Agreement or the right of the Company to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby, nor is the Company aware that there is any basis for any of the foregoing. The Company is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality specifically applicable to the Company. There is no action, suit, proceeding or investigation by the Company currently pending or that the Company intends to initiate. 3.6 Consents. No consent, approval, qualification, order or authorization of, or filing with, any governmental authority is required in connection with the Company's valid execution, delivery or performance of this Agreement, or the offer, sale or issuance of the Shares by the Company, the conversion of the Shares, the issuance of Common Stock upon conversion of the Shares, or the consummation of any other transaction contemplated on the part of the Company hereby or thereby, except (i) the filing of the Restated Articles with the Secretary of State of the State of California prior to the Closing and (ii) filings required pursuant to applicable federal and state securities laws, which filings the Company shall complete within the required statutory period. 3.7 Title to Properties; Liens and Encumbrances. The Company has good and marketable title to its properties and assets and, with respect to the property and assets leased by the Company, holds valid leasehold interests therein, in each case subject to no mortgage, pledge, lien, security interest, conditional sale agreement, encumbrance or charge, except (i) tax, materialmen's or like liens for obligations not yet due or payable or being contested in good faith by appropriate proceedings, (ii) possible minor liens or encumbrances that do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, or (iii) liens, imposed by law, that have otherwise arisen in the ordinary course of 6. 1348830 v9/SF EFTA01117947 business. With respect to the assets it leases, the Company is in material compliance with such leases. 3.8 Financial Statements. The Company has made available to each Purchaser its audited financial statements (including balance sheet, income statement and statement of cash flows) as of and for the years ended December 31, 2011 and December 31, 2012 and unaudited financial statements as of and for the year ended December 31, 2013 (the "Statement Date") (collectively, the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except that the Financial Statements may not contain all footnotes required by generally accepted accounting principles. The Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the Statement Date and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in both cases, individually or in the aggregate are not material to the financial condition or operating results of the Company. 3.9 Changes. Since the Statement Date, there has not been to the Company's knowledge: (a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (b) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or condition (financial or otherwise) of the Company; (c) any waiver or material compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties or condition (financial or otherwise) of the Company; (e) any material adverse change to a material contract or arrangement by which the Company or any of its assets is bound or subject; 7. 1348830 v9/SF EFTA01117948 (I) any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder; (g) any sale, assignment or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any receipt of notice by the Company that there has been a loss of, or material order cancellation by, any major customer of the Company; (1) any resignation or termination of employment of any officer or key employee of the Company, and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee; (j) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties outside the ordinary course of business; (k) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (I) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (m) any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (n) any labor organization activity related to the Company; (o) any other event or condition of any character that might materially and adversely affect the business, properties or condition (financial or otherwise) of the Company; or (p) any arrangement or commitment by the Company to do any of the things described in this Section 3.9. 3.10 Employee Benefit Plans. Section 3.10 of the Schedule of Exceptions sets forth all employee benefit plans maintained, established or sponsored by the Company, or in or 8. 1348830 v9/SF EFTA01117949 to which the Company participates or contributes, if any, which is subject to the Employee Retirement Income Security Act of 1974 ("MUSA"). The Company has made all required contributions with respect to compensation for services rendered to date (other than any very recent 401(k) salary deferral contributions which will be deposited into any such plan as soon as such contributions can reasonably be segregated from the Company's general assets and/or any Company contributions that may be deposited by the date of the Company's tax return (or on such other date as such plan provides) and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title 1(B) of ERISA or liability for any recent 401(k) contributions and/or any Company contributions as described above, and has complied in all material respects with all applicable laws for any such employee benefit plan. 3.11 Status of Proprietary Assets. (a) The Company owns or is duly licensed under or otherwise authorized to use, all patent applications, trademarks, service marks, trade names, copyrights, trade secrets, confidential and proprietary information, designs, processes and proprietary rights, and, to its knowledge, all patents, that are necessary to enable it to carry on its business as now conducted and as proposed to be conducted ("Proprietary Assets") without any conflict with, or infringement of, the rights of others. (b) The Company has not received any written communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights or processes of any other person or entity, nor is the Company aware of any basis therefor. (c) Each former and current employee, officer and consultant of the Company has executed a proprietary information and inventions agreement in the form(s) as delivered to Purchasers. To the Company's knowledge, no employee, officer, or consultant of the Company is in violation of such proprietary information and inventions agreement or any prior employee contract or proprietary information and inventions agreement with any other corporation or third party. No former and current employee, officer or consultant of the Company has excluded works or inventions made prior to his or her employment with the Company from his or her assignment of inventions pursuant to such employee, officer or consultant's proprietary information and inventions agreement. (d) The Company does not believe it is or will be necessary to use any inventions, trade secrets or proprietary information of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company and not assigned to 9. 1348830 v9/SF EFTA01117950 the Company. Set forth in Section 3.11 of the Schedule of Exceptions is a listing of all patents and trademarks of the Company and all applications therefor. 3.12 Licenses; Other Agreements. (a) The Company has not granted, and, to the Company's knowledge, there are not outstanding, any options, licenses or agreements of any kind relating to any Proprietary Asset of the Company, nor is the Company bound by or a party to any option, license or agreement of any kind with respect to any of its Proprietary Assets, in each case except for such options, licenses or arrangements as have been entered into in the ordinary course of the Company's business and in substantially the form of the Company's standard agreements, if any. (b) The Company is not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity or that involve indemnification by the Company with respect to such third party assets, except for (i) standard end-user, object code, internal-use software licenses, (ii) support/maintenance agreements and (iii) standard confidentiality or nondisclosure agreements entered into in the ordinary course of business and in substantially the form of the Company's standard agreements, if any. 313 Offering. Subject to the truth and accuracy of each Purchaser's representations set forth in this Agreement, the offer, sale and issuance of the Shares and Conversion Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act, and from the qualification requirements of the California Corporate Securities Law of 1968, as amended. 3.14 Compliance with Other Instruments. (a) The Company is not in any violation of or default under any term of the Restated Articles or its Bylaws. The Company is not in violation of, or default under any provision of any instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation to which it is a party or by which it or any of its properties are bound, which violations or defaults, individually or in the aggregate, would reasonably be expected to materially adversely affect the business, properties or condition (financial or otherwise) of the Company. To the Company's knowledge, it is not in violation of any provision of any federal, state or local statute, rule or governmental regulation that would materially adversely affect the business, properties or condition (financial or otherwise) of the Company. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which would reasonably be expected to materially and adversely affect the business, 10. 1348830 v9/SF EFTA01117951 properties or condition (financial or otherwise) of the Company. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority. (b) Neither the execution and delivery of this Agreement nor the performance by the Company of its obligations under this Agreement (including the issuance of the Shares (and the Common Stock issuable upon conversion thereof) will: (i) violate any provisions of the Restated Certificate or the Bylaws of the Company; (ii) with or without the giving of notice or the passage of time, or both, violate, or be in conflict with, or constitute a material default under, or cause or permit the termination or the acceleration of the maturity of, any debt obligation of the Company; (iii) require notice to or the consent of any party to any agreement or commitment, including, without limitation, any lease or license to which the Company is a party, or by which it or its properties is bound or subject; (iv) result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets of the Company under any agreement or commitment to which it is a party, or by which it or its properties is bound or subject; or (v) violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority to which the Company or its properties is bound or subject. 3.15 Employees and Independent Contractors. (a) Other than indicated on the Schedule of Exceptions, the Company is not a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. (b) To the Company's knowledge, no employee or independent contractor of the Company is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee's or independent contractor's best efforts to promote the Company's business as now conducted and as currently proposed to be conducted. The Company has not received any written notice alleging that a violation of any such contract or other agreement has occurred. (c) Neither the execution or delivery of this Agreement, nor the carrying on of the Company's business by the employees and independent contractors of the Company, nor the conduct of the Company's business as now conducted, will, to the Company's knowledge, conflict with or result in a material breach of the terms, conditions, or provisions of, or constitute a material default under, any contract, covenant or instrument under which any such employee or independent contractor is now obligated. 1348830 v9/SF EFTA01117952 (d) The Company is not aware that any officer, key employee or of employees intends to terminate his, her or their employmen group t with the Company, nor does the Company have a present intention to terminate the employmen t of any officer, key employee or group of employees. 3.16 Agreements; Action. (a) Except for agreements explicitly contemplated hereby, or Related Agreements, there are no agreements, understand in the ings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Other than as indicated on the Schedule of Exceptions, there agreements, understandings, instruments, contracts or propo are no sed transactions to which the Company is a party or by which it is bound that involve obligations of, or payments to the Company in excess of, $1,000,000 or in excess of $2,000,000 in the aggregate. (c) Other than as disclosed on the Schedule of Exceptions, Company has not (i) declared or paid any dividends, or autho the rized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or incurred any liabilities in excess of $1,000,000 in the aggregate (other than indebtedness set forth on the Financial Statements), (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights other than the sale of its inventory in the ordinary course of business. (d) The Company is not a party to or bound by any contra agreement or instrument, or subject to any restriction under the ct, Restated Articles or Bylaws, that materially and adversely affects its business as now condu cted, its properties or its financial condition. (e) The Company is not a guarantor or indemnitor of any indebtednes of any other person or entity. s 3.17 Related Party Transactions. The Company is not indirectly, to any of its shareholders, officers or directors or indebted, directly or to their respective affiliates, spouses or children, in any amount whatsoever other than in conne ction with payments for services rendered and for expenses or advances of expenses incurred in the ordinary course of business or relocation expenses of employees. . To the Company's know ledge, none of the Company's shareholders, key employees, officers or directors, or any affilia tes thereof or members of their immediate families, are, directly or indirectly, indebted to the Company (other than in connection 12. 1348830 v9/SF EFTA01117953 with purchases of the Company's stock) or have any direct or indirect ownership interest in any entity with which the Company is affiliated or with which the Company has a business relationship, or any entity that competes with the Company, except that officers, directors, key employees and/or shareholders of the Company and their affiliates and family members may own stock in (but not exceeding two percent of the outstanding capital stock of) any publicly traded company that may compete with the Company. To the Company's knowledge, none of the Company's shareholders, key employees, officers or directors or any members of their immediate families are, directly or indirectly, interested in any material contract with the Company (other than such contracts as relate to any such person's ownership of capital stock or other securities of the Company). 3.18 Tax Matters. The Company has filed all federal, California and other income tax returns and reports as required by law. These returns and reports are true and correct in all material respects, provided, however that the Company makes no representation or warranty as to the amount or availability of any net operating loss or other carryovers. The Company has paid all taxes shown to be due on such returns, and has reserved on its books an amount sufficient for all other material taxes due through the date of its most recent financial statements. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the business, properties or condition (financial or otherwise) of the Company. None of the Company's tax returns have ever been or are currently being audited by any governmental authorities. 3.19 Insurance. The Company has in full force and effect the insurance policies set forth on Schedule 3.19 of the Schedule of Exceptions. 3.20 Labor Matters. The Company has no collective bargaining agreements with any of its employees. To the Company's knowledge, there is no labor union organizing activity pending or threatened with respect to the Company. No current or prospective employee of the Company has been granted the right to continued employment by the Company or to any material compensation or other benefits following termination of employment with the Company or any change in its control. Each officer and key employee is devoting substantially all of his or her business time to the conduct of the business of the Company. 3.21 Corporate Documents. The Restated Articles and Bylaws of the Company are in the form made available to counsel for the Purchasers. The copy of the minute books of the Company made available to the Purchasers' counsel contains true and correct 13. 1348830 v9/SF EFTA01117954 minutes of all meetings of directors (including any committees thereof) and shareholders and all actions by written consent taken without a meeting by the directors and shareholders since the date of incorporation. 3.22 Disclosures. The Company has provided each Investor with all the information reasonably available to it without undue expense that such Investor has requested in connection with such Investor's decision whether to purchase the Shares. To the Company's knowledge, neither this Agreement nor any other documents or certificates delivered in connection herewith, when taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made; provided however, that any projections, forecasts and forward-looking statements of the Company ("Projections") are based only on estimates (financial or otherwise) and other assumptions (financial or otherwise) that the Company believed to be reasonable as of the date of delivery and there can be no assurance that such Projections will prove accurate or that the actual results (financial or otherwise) achieved by the Company during the periods covered by the Projections will not vary significantly from the projections, forecasts and forward-looking statements, and there can be no assurance that such variations will not result in a material adverse effect on the business, operations and financial conditions of the Company; provided however, that information known to the Company as of the Initial Closing that would be reasonably likely have such a material adverse effect has been disclosed to the Purchasers. The Company makes no representation or warranty as to its future revenues, sales, earnings, expenses or financial results. 4. REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser hereby represents and warrants to the Company, severally and not jointly, as to itself only as follows (provided that such representations and warranties do not lessen or obviate the representations and warranties of the Company set forth in this Agreement): 4.1 Requisite Power and Authority. Purchaser has all necessary power and authority to execute and deliver this Agreement and to carry out its provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has been taken. Upon execution and delivery, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies 4.2 Investment Representations. Purchaser understands that neither the Shares nor the Conversion Shares have been registered under the Securities Act. Purchaser also 14. 1348830 v9/SF EFTA01117955 understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows: (a) Purchaser Bean Economic Risk. Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Purchaser is able to bear the economic risk of this investment indefinitely. Purchaser understands that the Company has no present intention of registering the Shares, the Conversion Shares or any shares of its Common Stock. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Shares or the Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose. (b) Acquisition for Own Account. Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution. (c) Purchaser Can Protect Its Interest. Purchaser represents that by reason of its, or of its management's, business or financial experience, Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement. Further, Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in the Agreement. (d) Accredited Investor. Purchaser represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. (e) Company Information. Purchaser has had an opportunity to discuss the Company's business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company's operations and facilities. Purchaser has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment. (0 Rule 144. Purchaser acknowledges and agrees that the Shares, and, if issued, the Conversion Shares are "restricted securities" as defined in Rule 144 promulgated under the Securities Act as in effect from time to time and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser has been advised or is aware of the provisions of Rule 144, which permits limited resale of shares purchased in a private placement subject to the satisfaction 15. 1348830 v9/SF EFTA01117956 of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations. (g) Residence. If Purchaser is an individual, then Purchaser resides in the state or province identified in the address of Purchaser set forth on Exhibit A; if Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of Purchaser in which its investment decision was made is located at the address or addresses of Purchaser set forth on Exhibit A. (h) Foreign Investors. If Purchaser is not a United States person (as defined by Section 7701(aX30) of the Code), Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Company's offer and sale and Purchaser's subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Purchaser's jurisdiction. 4.3 Transfer Restrictions. Each Purchaser acknowledges and agrees that the Shares and, if issued, the Conversion Shares are subject to restrictions on transfer as set forth in the IRA and the First Refusal Agreement. 4.4 Each Purchaser acknowledges and agrees that: (a) it (i) is capable of evaluating investment risks independently, both in general and with regard to this transaction and (ii) has relied on its own independent judgment in determining to enter into this Agreement and subscribe for the Shares hereunder; and (b) the information contained herein may be shared with Code Advisors. 5. CONDITIONS TO CLOSING. SI Conditions to Purchasers' Obligations at each Closing. Purchasers' obligations to purchase the Shares at each Closing are subject to the satisfaction, at or prior to the applicable Closing Date, of the following conditions: 16. 1348830 v9/SF EFTA01117957 (a) Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the applicable Closing Date with the same force and effect as if they had been made as of such Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the applicable Closing. (b) Compliance Certificate. The Chief Executive Officer of the Company shall have delivered to the Purchasers at the applicable Closing a certificate certifying that the conditions specified in Section 5.1(a) have been fulfilled. (c) Legal Investment. On the applicable Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject. (d) Consents, Permits and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement (including any filing required to comply with the Hart Scott Rodino Antitrust Improvements Act of 1976, and except for such as may be properly obtained subsequent to the Initial Closing). (e) Filing of Restated Articles. The Restated Articles shall have been filed with the Secretary of State of the State of California and shall continue to be in full force and effect as of the Initial Closing Date. (0 Secretary's Certificate. The Secretary of the Company shall have delivered to the Purchasers at the applicable Closing a certificate certifying as to the truth and correctness of (a) the Restated Articles; (b) the Bylaws of the Company; (c) resolutions of the Board approving the Restated Articles, this Agreement, the Related Agreements, and the transactions provided for therein, and any other necessary matters; and (d) resolutions of the stockholders of the Company approving the Restated Articles and any other necessary matters. (g) Good Standing Certificates. The Investors shall have received a certificate of good standing from (i) the Secretary of State of the State of California, and (ii) the California Franchise Tax Board, each dated as of a date within five (5) days of the applicable Closing. (h) Reservation of Conversion Shares. The Conversion Shares issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance upon such conversion. 17. 1348830 v9tSF EFTA01117958 (i) Blue Sky. The Company shall have obtained all necessary "blue sky" permits and qualifications required by any state for the offer and sale of the Shares and the Common Stock issuable upon conversion thereof, or shall have the availability of exemptions therefrom. (j) Investor Rights Agreement. The Investor Rights Agreement substantially in the form attached hereto as Exhibit C shall have been executed and delivered by a sufficient number of parties thereto to amend and restate that certain Sixth Amended and Restated Investor Rights Agreement, dated as of June 16, 2011 by and among the Company and the investors listed on Exhibit A thereto. (k) First Refusal Agreement. The First Refusal Agreement substantially in the form attached hereto as Exhibit D shall have been executed and delivered by a sufficient number of parties thereto to amend and restate that certain Third Amended and Restated Right of First Refusal Agreement, dated as of June 16, 2011 by and among the Company and the parties listed on Exhibit A thereto. (I) Voting Agreement. The Voting Agreement substantially in the form attached hereto as Exhibit E shall have been executed and delivered by a sufficient number of parties thereto to amend and restate that certain Fourth Amended and Restated Voting Agreement, dated as of June 16, 2011 by and among the Company and the parties listed on Exhibit A and Exhibit 13 thereto. (m) Management Rights. A Management Rights Letter in the form attached hereto as Exhibit F shall have been executed by the Company and delivered to Rizvi. 00 Opinion of Company Counsel. The Purchasers shall have received from Cooley LLP, counsel for the Company, an opinion, dated as of the applicable Closing, in the form attached to this Agreement as Exhibit G. 5.2 Conditions to Obligations of the Company. The Company's obligation to issue and sell the Shares at each Closing is subject to the satisfaction, on or prior to such Closing, of the following conditions: (a) Representations and Warranties True. The representations and warranties in Section 4 made by those Purchasers acquiring Shares hereof shall be true and correct in all material respects at the date of such Closing, with the same force and effect as if they had been made on and as of said date. 18. 1348830 1/9/SF EFTA01117959 (b) Performance of Obligations. Such Purchasers shall have performed and complied with all agreements and conditions herein required to be performed or complied with by such Purchasers on or before such Closing. (c) Investor Rights Agreement. The Investor Rights Agreement substantially in the form attached hereto as Exhibit C shall have been executed and delivered by Purchasers. (d) First Refusal Agreement. The First Refusal Agreement substantially in the form attached hereto as Exhibit D shall have been executed and delivered by the parties thereto (excluding, for purposes of this condition, the Company). (e) Voting Agreement. The Voting Agreement substantially in the form attached hereto as Exhibit E shall have been executed and delivered by the parties thereto (excluding, for purposes of this condition, the Company). (f) Consents, Permits and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement (including any filing required to comply with the Hart Scott Rodino Antitrust Improvements Act of 1976, and except for such as may be properly obtained subsequent to such Closing). 6. MISCELLANEOUS. 6.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California in all respects as such laws are applied to agreements among California residents entered into and performed entirely within California. The parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the County of San Francisco, California. 6.2 Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument. The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Purchasers, shall not be 19. 1348830 v9/SF EFTA01117960 limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Purchasers or any of their representatives. 63 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs, executors and administrators and shall inure to the benefit of and be enforceable by each person who shall be a holder of the Shares from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Shares specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such Shares in its records as the absolute owner and holder of such Shares for all purposes. 6.4 Entire Agreement. This Agreement, the exhibits and schedules hereto, and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth hcrein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of the Agreement. 6.5 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 6.6 Restriction on Certain Transactions. The Company shall not enter into any banking or nonbanking transaction with Green Dot Corporation or any of its subsidiaries (Next Estate Communications and Bonneville Bancorp) without the prior written consent of Sequoia Capital. 6.7 Anti-Corruption. The Company represents that it shall not and shall not permit any of its Subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to promise, authorize or make any payment to, or otherwise contribute any item of value, directly or indirectly, to any third party, including any "foreign official" (as such term is defined in the the U.S. Foreign Corrupt Practices Act (the "FCPA")), in each case, in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall and shall cause each of its Subsidiaries and Affiliates to cease all of its or their respective activities, as well as remediate any actions taken by the Company, its Subsidiaries or 20. 1148830 v9/SF EFTA01117961 affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall and shall cause each of its Subsidiaries and affiliates to maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. 6.8 Amendment and Waiver. (a) This Agreement may be amended or modified only upon the written consent of the Company and holders of a majority of the then outstanding Shares (treated as if converted and including any Conversion Shares into which the then outstanding Shares have been converted that have not been sold to the public). (b) The obligations of the Company and the rights of the holders of the Shares and the Conversion Shares under the Agreement may be waived only with the written consent of the holders of a majority of the then outstanding Shares (treated as if converted and including any Conversion Shares into which the then outstanding Shares have been converted that have not been sold to the public). 6.9 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement or the Restated Articles, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party's part of any breach, default or noncompliance under this Agreement or under the Restated Articles or any waiver on such party's part of any provisions or conditions of the Agreement or the Restated Articles must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or the Restated Articles, by law, or otherwise afforded to any party, shall be cumulative and not alternative. 6.10 Waiver of Conflicts. Each party to this Agreement acknowledges that Cooley t.t.P ("Cooley"), outside general counsel to the Company, may have in the past performed and is or may now or in the future represent one or more Purchasers or their affiliates in matters unrelated to the transactions contemplated by this Agreement (the "Financing"), including representation of such Purchasers or their affiliates in matters of a similar nature to the Financing. The applicable rules of professional conduct require that Cooley inform the parties 21. 1348830 v9/SF EFTA01117962 hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Financing solely on behalf of the Company. The Company and each Purchaser hereby (i) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (ii) acknowledge that with respect to the Financing, Cooley has represented solely the Company, and not any Purchaser or any shareholder, director or employee of the Company or any Purchaser; and (iii) gives its informed consent to Cooley's representation of the Company in the Financing. 6.11 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (I) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address as set forth on the signature page hereof and to Purchaser at the address set forth on Exhibit A attached hereto or at such other address or electronic mail address as the Company or Purchaser may designate by ten (10) days advance written notice to the other parties hereto. 6.12 Expenses. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement; provided, however, that the Company shall, at the Initial Closing, reimburse (i) the reasonable fees and expenses incurred by Rizvi, including the fees and expenses of O'Melveny and Myers LLP, legal counsel to Rizvi, in connection with this Agreement and the transactions contemplated hereby, not to exceed $75,000 in the aggregate (excluding the amounts in clause (ii) below), and (ii) the reasonable fees and expenses incurred by Rizvi in connection with the review of the Company's patents by Rizvi and its advisors, not to exceed $15,000. 6.13 Attorneys' Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 6.14 Titles and Subtitles. The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 22. 1348830 v9/SF EFTA01117963 6.15 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 6.16 Broker's Fees. Except as set forth on a Schedule of Exceptions delivered by the Company to Purchasers on the date hereof, each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker's or finder's fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 6.16 being untrue. 6.17 Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Shares and Conversion Shares. 6.18 Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require. 6.19 California Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. [SIGNATURE PAGES FOLLOW] 23. 1348830 v9/SF EFTA01117964 IN WITNY.ss WHEREOF, the parties hereto have executed the SERIES 6 PREYERREO STOCK PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof. COMPANY: AuraCom, a California Corporation Signature: Print Name: Title: Chief Executive Officer Address: 99 Rhode Island Street 3'd Floor San Francisco. CA 94103 SIGNATURE PAGEIt STOC1C PURCHASE AGREEMENT EFTA01117965 IN WITNESS WHEREOF, the panics hereto have executed the SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof. PURCHASERS: RIZVI OPPORTUNISTIC EQUITY FUND II, L,P. By: Rizvi Traverse GP II, LLC, its Ge Partner By: ( .1 oes Name: Title: RIZVI OPPORTUNISTIC EQUITY FUND III, L.P. By: Rizvi Traverse GP III, LLC, its General . Partner By: Name: Title: RIZVI TRAVERSE PARTNERS III, LLC By: Rizvi have nagemeo HI , its Manager By: m./7 Name: Title: SIGNATIME PAOL TO STOCK PURCHASE A GR UEA IENT EFTA01117966 DotySign Envelope ID: 23824288-02B5-41ED-8512-33191A430E73 IN WITNESS WHEREOF, the parties hereto have executed the SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof. PURCHASERS: KHOSLA VENTURES H, LP By: Khosla Ventures Associates II, LLC. a Delaware limited liability company and general partner of Khosla Ventures II, LP DocuSigned by Si g nalUre: — CsSISS35•41,151) David wei den Print Name: Title: Member SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT EFTA01117967 UocuSugn envelope IU: 4041UIVA-bel'.3-4N1A-N511451tiA4bUCA04U IN WITNESS WHEREOF, the parties hereto have executed the SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof. PURCHASERS: SEQUOIA CAPITAL XII SEQUOIA TECHNOLOGY PARTNERS XII SEQUOIA CAPITAL XII PRINCIPALS FUND HILLTOP FAMILY PARTNERSHIP, L.P. By: SC XII Management. LLC A Delaware Limited Liability Company General Partner of Each Docustris M. Signature: S,FIZI flat clamor Roelof Botha Print Name: Managing Di rector Title: SEQUOIA CAPITAL GROWTH FUND III SEQUOIA CAPITAL GROWTH PARTNERS III SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND By: SCGF III Management, LLC A Delaware Limited Liability Company General Partner of Each DOWSIOned qt Signature: F .f.e././ Vat.. nowe"^e—Or Roelof Botha Print Name: Title: managing Di rector SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT EFTA01117968 uocusign Envelope ID: F557OA6D-98A0-48AF•AlBA-A27558C137EF IN WITNESS WHEREOF, the parties hereto have executed the SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT as of the date set forth in the rust paragraph hereof. PURCHASERS: 522 FIFTH AvENUE FUND, L.P. By: J.P. Morgan Investment Management Inc. Its: Investment Advisor oocusene Efurorkt 3. Fraik. By: 80E1E098414014O Name: Evrard 3. Fraise Executive Director J.P. MORGAN DIGITAL. GROWTH FUND L.P. By: J.P. Morgan Investment Management Inc. Its: Investment Advisor PxullIgrod by: food By:_____L ece3E09B1141)9417 Name: Evrard J. Fraise Its: Executive Director SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT EFTA01117969 Docubign Envelope IL): tt.:4I.X.:798-9&)7487C-A164-AUAAA/LUAUI:12 IN WITNESS WHEREOF, the parties hereto have executed the SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof. PURCHASERS: ANDREESSEN HOROWITZ FUND II, L.P. as nominee for Andreessen Horowitz Fund II, L.P. Andreessen Horowitz Fund II-A, L.P. and Andreessen Horowitz Fund II-B, L.P. By: AH Equity Partners II, L.L.C. Its general Signature: EN*.1ton:will, 106100CF123SO.- Print Name: Ben Horowitz Title: Managing Member AH ANNEX FUND, L.P. By: AH Equity Partners II, L.L.C. Its general partner ,.--eocusclistrr t'cv Resrowif," By: \--1(.3100C14213439 Ben Horowitz Name: Title: Member SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT EFTA01117970 uocubign tnvelope IU. EC40C798-9807-4B7C-A164-ADAAATEDADI32 IN WITNESS WHEREOF, the parties hereto have executed the SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof. PURCHASERS: AH PARALLEL FUND, L.P. By: AH Equity Partners II, L.L.C. Its general partr;=.0,,,,,„siror Signature: tuk Etarowib, Print Name: ablibit611111" Title: Managing Member SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT EFTA01117971 The parties hereto have executed this counterpart signature page to the SERnis 6 PREFERRED • STOCK PURCHASE AGREEMENT dated as of February 14. 2014 at an additional closing held on May 2 . 2014. PURCHASER: VNK MANAGEMENT, LLC By: Ncj. ASktuw,LL Name: Neal Bhadkamar. Manager HUMS 6 PREFERRED ST0(14 PURCHASE. AGREEMENT SIENA it RE PAGE EFTA01117972 The parties hereto have executed this counterpart signature page to the SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT dated as of February 14, 2014 at an additional closing held on June 3 2014. PURCHASERS: THE 32 CAPITAL MASTER FUND SPC LTD., acting for and on behalf of Global Market Neutral Segregated Portfolio By: BlackRock Institutional Trust Company, N.A. Its: Investment Manager Name: Raffaele Savi Title: Managing Director BLACKROCK GLOBAL LONG/SIIORT EQUITY FUND, a series of BlackRock Funds By: BlackRock Advisors, LLC Its: Investment Adviser Name: Raffaele Savi V-;" Title: Managing Director/ PAN ASIA OPPORTUNITIES MASTER FUND, LTD. By: BlackRock Institutional Trust Company, N.A. Its: Investment Manager Name: Ryan Kim Title: Managing Directo BLACKROCK MASTER SMALL CAP GROWTH PORTFOLIO, a series of BlackRock Master LLC By: BlackRock Advisors, LLC Its: Investment Adviser Name: Raffaele Savi / 77 Title: Managing Director BLACKROCK SMALL CAP GROWTH EQUITY PORTFOLIO, a series of BlackRock Funds By: BlackRock Advisors, LLC Its: Investment Adviser Name: Raffaele Savi Title: Managing Director SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PACE 107505149 91/NAACTIVE EFTA01117973 The parties hereto have executed this counterpart signature page to the SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT dated as of February 14, 2014 at an additional closing held on June June 20 . 2014. PURCHASERS: DIGITAL GROWTH CO-INVESTMENT 2, L.P. By: I.P. Morgan Investment Management Inc. Its: Investment Advisor Name: Evrard J. Fraise Title: Executive Director SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT SIGNATURE PAGE 107685011 vl/NAACTIVE EFTA01117974 The parties hereto have executed this counterpart signature page to the SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT dated as of February 14, 2014 at an additional closing held on June 26 , 2014. SERIES 6 PREFERRED STOCK PURCRASE AGREEMENT SIGNATURE PAGE 107685011 v1INAAC77VE EFTA01117975 The undersigned have executed this SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT dated as of February 14, 2014 at an additional closing held on 7—(,Thiste, 2014. PURCHASER: COSTAS AND I KA i ii NISitvi By: Name: Cam, tt'ANA) le mtit.01) SRRIIS 6•A PR [SCREED STOCK PURCHASE AGREEMENt SIGNATURE PACE 108791137 vl EFTA01117976 The parties hereto have executed this counterpart signature page to the SERIES 6 PREFERRED STOCK PURCHASE AGREEMENT dated as of February 14, 2014 at an additional closing held on December 12, 2014. PURCHASER: HYDROPLANE OFFSHORE (3) LIMITED 13>: o Name: I ski rq ACete .fi:le: D I itet-i- Vrt_ Staffs 6 PRIVITRRHD STOCK PURCIIAS1C AGRICIthrlia SICANWRIS PAGE 105924183 vI EFTA01117977 T The undersigned have executed this SERIES 6 PREFERRED STOCK PURCHASE AGREEMEN dated as of February 14.2014 at an additional closing held on January 16. 2015. PURCHASER: 522 FIFTH AVENUE FUND, L.P. By: J.P. Morgan Investment Management Inc. Its: Investment Advisor By: Name: E4 rs a. L Its: c_ Ds retor J.P. MORGAN DIGITAL GROWTH FUND L.P. By: J.P. Morgan Investment Management Inc. Its: Investment Advisor By: ame: EVID-ck Fro:Se— lls: ce-c--Vor SERIES 6 PREFERRED STOCK PURCHASE AGREF.MENT SIGNATURE PAGE EFTA01117978 LIST OF EXHIBITS Schedule of Purchasers Exhibit A Amended and Restated Articles of Incorporation Exhibit I3 Investor Rights Agreement Exhibit C Right of First Refusal Agreement Exhibit D Voting Agreement Exhibit E Management Rights Letter Exhibit F Opinion Letter Exhibit G 78 1348830 v9/SF EFTA01117979 EXHIBIT A SCHEDULE OF PURCHASERS INITIAL CLOSING • March 28, 2014 AGGREGATE PURCHASE NAME AND ADDRESS SHARES PRICE Rizvi Opportunistic Equity Fund ft, L.P. 938,867 $10,578,740.26 Rizvi Opportunistic Equity Fund III, L.P. 1,240,198 $13,974,005.38 Rizvi Traverse Partners Ill, LLC 39,695 $447,265.80 J.P. Morgan Digital Growth Fund, L.P. 438,205 • 522 Fifth Avenue Fund, L.P. 5546 • do JP Morgan Investment Management, Inc. 270 Park Avenue, 25th Floor New York, New York 10017 Attn: Evrard J. Fraise Jarrod R. Fong Andreessen Horowitz Fund II, L.P., as 215,825 Nominee AH Annex Fund, L.P. 208,178 • AH Parallel Fund, L.P. 19,748 Sequoia Capital Growth Fund III 293,803 • Sequoia Capital XII 131,040 1348830 v9/SF EFTA01117980 Sequoia Technology Partners XII 4.903 Sequoia Capital XII Principals Fund 14,004 • 3000 Sand Hill Road Building 4, Suite 250 Menlo Park, CA 94025 Khosla Ventures II, LP 443,751 • 2128 Sand Hill Road Menlo Park, CA 94025 TOTAL: 3,993,763 S25,000,011.44 • Series 6 Preferred shares are issued upon conversion of the outstanding shares of Series 5A Preferred. 1348830 v9/SF EFTA01117981 SCHEDULE OF PURCHASERS ADDITIONAL CLOSING May 2, 2014 AGGREGATE PURCHASE NAME AND ADDRESS SHARES PRICE J.P. Morgan Digital Growth Fund, L.P. 876,409 $9,874,991.00 522 Fifth Avenue Fund, L.P. 11,093 $124,991.05 do JP Morgan Investment Management, Inc. 270 Park Avenue, 25th Floor New York, New York 10017 Attn: Evrard J. Fraise Jarrod R. Fong Andreessen Horowitz Fund II, L.P., as 197,476 $2,225,072.68 Nominee AH Annex Fund, L.P. 156,652 $1,765,085.81 AH Parallel Fund, L.P. 19,748 $222,511.78 Sequoia Capital Growth Fund III 587,606 $6,620,885.87 Sequoia Capital XII 262,080 $2,953,002.13 Sequoia Technology Partners XII 9,806 $110,489.70 Sequoia Capital XII Principals Fund 28,010 $315,604.36 3000 Sand Hill Road Building 4, Suite 250 Menlo Park, CA 94025 VNK Management, LLC 887,503 $9,999,993.31 2128 Sand Hill Road Menlo Park, CA 94025 TOTAL: 3,036,383 $34,212,627.69 21348830 v9 EFTA01117982 SCHEDULE OF PURCHASERS ADDITIONAL CLOSING JUNE 3, 2014 AGGREGATE PURCHASE NAME AND ADDRESS SHARES PRICE The 32 Capital Master Fund SPC Ltd., acting 88,751 $1,000,007.22 for and on behalf of Global Market Neutral Segregated Portfolio BlackRock Global Long/Short Equity Fund, a 88,751 $1,000,007.22 series of BlackRock Funds Pan Asia Opportunities Master Fund Ltd. 88,751 $1,000,007.22 BlackRock Master Small Cap Growth 22,187 $249,993.36 Portfolio, a series of BlackRock Master LLC BlackRock Small Cap Growth Equity 66,562 $749,991.33 Portfolio, a series of BlackRock Funds do BlackRock Advisors, LLC Scientific Active Equity Group 400 Howard Street San Francisco, CA 94105 Attn: Raffaele avi Email: With a copy (which shall not constitute notice) to: do BlackRock, Inc. Office of the General Counsel 40 East 52nd Street New York, NY 10022 Attn: David Mar les and Vincent Taurassi Email: TOTAL: 355,002 $4,000,006.35 21348830'9 EFTA01117983 SCHEDULE OF PURCHASERS ADDITIONAL CLOSING JUNE 20, 2014 AGGREGATE PURCHASE NAME AND ADDRESS SHARES PRICE Digital Growth Co-Investment 2, L.P. 5,236,271 $58,999,997.67 do JP Morgan Investment Management, Inc. 270 Park Avenue, 25th Floor New York, New York 10017 Attn: Evrard J. Fraise Jarrod R. Fong TOTAL: 5,236,271 $58,999,997.67 21348830 v9 EFTA01117984 SCHEDULE OF PURCHASERS ADDITIONAL CLOSING JUNE 26, 2014 AGGREGATE PURCHASE NAME AND ADDRESS SHARES PRICE Malek Antabi 266,251 $2,999,999.12 PO Box 346 Riyadh Saudi Arabia 11411 TOTAL: 266,251 $2,999,999.12 21348830 v9 EFTA01117985 SCHEDULE OF PURCHASERS ADDITIONAL CLOSING JUNE 26, 2014 AGGREGATE PURCHASE NAME AND ADDRESS SHARES PRICE Digital Growth Co-Investment 2, L.P. 88,750 $999,995.95 do JP Morgan Investment Management, Inc. 270 Park Avenue, 25th Floor New York, New York 10017 Attn: Evrard J. Fraise Jarrod R. Fong TOTAL: 88,750 $999,995.95 21348830 v9 EFTA01117986 SCHEDULE OF PURCHASERS ADDITIONAL CLOSING JUNE 27, 2014 AGGREGATE PURCHASE NAME AND ADDRESS SHARES PRICE Andreessen Horowitz Fund II, L.P., as 18,348 $206,737.20 Nominee AH Annex Fund, L.P. 51,527 $580,583.57 TOTAL: 69,875 $787,320.77 21348830'9 EFTA01117987 SCHEDULE OF PURCHASERS ADDITIONAL CLOSING OCTOBER 7, 2014 AGGREGATE PURCHASE NAME AND ADDRESS SHARES PRICE Costas and Evi Kaplanis 177,500 $1,999,991.90 64 Redington Road London NW3 7RS United Kingdom TOTAL: 177,500 $1,999,991.90 21348830'9 EFTA01117988 SCHEDULE OF PURCHASERS ADDITIONAL CLOSING DECEMBER 12, 2014 AGGREGATE PURCHASE NAME AND ADDRESS SHARES PRICE Hydroplane Offshore (II) Limited 443,751 $4,999,991.02 Suite 608, 6th Floor St. George's Building 2 Ice House Street Central Hong Kong TOTAL: 443,751 $4,999,991.02 21348830'9 EFTA01117989 SCHEDULE OF PURCHASERS ADDITIONAL CLOSING JANUARY 16, 2015 AGGREGATE PURCHASE NAME AND ADDRESS SHARES PRICE J.P. Morgan Digital Growth Fund, L.P. 876,409 $9,874,991.00 522 Fifth Avenue Fund, L.P. 11,093 $124,991.05 do JP Morgan Investment Management, Inc. 270 Park Avenue, 25th Floor New York, New York 10017 Attn: Evrard J. Fraise Jarrod R. Fong TOTAL: 887,502 $9,999,982.05 21348830'9 EFTA01117990 EXHIBIT B AMENDED AND RESTATED ARTICLES OF INCORPORATION I 348830 v9/SF EFTA01117991 EXHIBIT C INVESTOR RIGHTS AGREEMENT 13;X830 v9.,SF EFTA01117992 EXHIBIT D RIGHT OF FIRST REFUSAL AGREEMENT 1348830 .9/SF EFTA01117993 EXHIBIT E VOTING AGREEMENT 1348830 v9SF EFTA01117994 EXHIBIT F MANAGEMENT RIGHTS LETTER 1118830 v9/SF EFTA01117995 EXHIBIT G OPINION 1318830 v9/SF EFTA01117996