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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on April 9, 2018.

Registration No. 333-                  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Carbon Black, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 7372
(Primary Standard Industrial
Classification Code Number) 55-0810166
(I.R.S. Employer
Identification Number)

1100 Winter Street
Waltham, Massachusetts 02451
(617) 393-7400
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Patrick Morley
President and Chief Executive Officer
Carbon Black, Inc.
1100 Winter Street
Waltham, Massachusetts 02451
(617) 393-7400
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Kenneth J. Gordon, Esq. Jared J. Fine, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000	Eric J. Pyenson, Esq. Senior Vice President and General Counsel Carbon Black, Inc. 1100 Winter Street Waltham, Massachusetts 02451 (617) 393-7400	Rachel Sheridan, Esq. John Chory, Esq. Latham & Watkins LLP 1000 Winter Street, Suite 3700 Waltham, Massachusetts 02451 (781) 434-6700

Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement is declared effective.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o Emerging growth company ý

          If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ý

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Common stock, $0.001 par value	$100,000,000	$12,450

(1)

Includes offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any. Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

(2)

Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)
Issued                                            , 2018

                   Shares

COMMON STOCK

Carbon Black, Inc. is offering               shares of its common stock. This is our initial public offering and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $               and $               per share.

We have applied to list our common stock on The Nasdaq Global Select Market under the symbol "CBLK."

We are an "emerging growth company" as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our common stock involves risks. See "Risk Factors" beginning on page 16.

PRICE $     A SHARE

	Price to Public	Underwriting Discounts and Commissions	Proceeds to Company(1)
Per share	$	$	$
Total	$	$	$

(1)    We have agreed to reimburse the underwriters for certain FINRA-related expenses. See "Underwriters."

We have granted the underwriters the right to purchase up to an additional              shares of common stock to cover over-allotments at the initial public offering price less underwriting discounts and commissions.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on                           , 2018.

MORGAN STANLEY		J.P. MORGAN
KEYBANC CAPITAL MARKETS	WILLIAM BLAIR	RAYMOND JAMES	COWEN

                           , 2018.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		16
Special Note Regarding Forward-Looking Statements		51
Market and Industry Data		53
Use of Proceeds		54
Dividend Policy		55
Capitalization		56
Dilution		59
Selected Consolidated Financial Data		62
Management's Discussion and Analysis of Financial Condition and Results of Operations		64
Business		100
Management		125
Executive Compensation		133
Certain Relationships and Related Party Transactions		146
Principal Stockholders		151
Description of Capital Stock		155
Shares Eligible for Future Sale		160
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Common Stock		162
Underwriters		166
Legal Matters		171
Experts		171
Additional Information		171
Index to Consolidated Financial Statements		F-1

        Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

        For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required other than in the United States. Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction.

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PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless the context indicates otherwise, the terms "Carbon Black," "company," "we," "us," "our" and "our company" in this prospectus refer to Carbon Black, Inc. and its consolidated subsidiaries.

CARBON BLACK, INC.

        Carbon Black is a leading provider of next-generation endpoint security solutions. Our predictive security cloud platform continuously captures, records and analyzes rich, unfiltered endpoint data. We believe the depth, breadth and real-time nature of our endpoint data, combined with the strength of our analytics platform, provides customers with the most robust and data-intensive solution to address the complete endpoint security lifecycle. Our solutions enable customers to predict, prevent, detect, respond to and remediate cyber attacks before they cause a damaging incident or data breach.

        Organizations globally are re-platforming their IT by investing in cloud computing and workforce mobility, which has resulted in enterprise environments that are more open, interconnected, and vulnerable to cyber attacks. In the past, knowledge workers only had access to applications and data inside the corporate network perimeter, which were firewalled off from potential cyber threats. Today, an increasingly mobile workforce and the explosion of enterprise data and applications in the cloud have expanded the attack surface beyond the traditional network perimeter. In response, cyber attackers have adapted their attack methods and tools to directly target the endpoint. In short, the endpoint is the new perimeter.

        Endpoints are the primary focus of attacks because they store valuable data that attackers seek to steal; perform critical operations that attackers seek to disrupt; and are the interface where attackers can target humans through email, social engineering and other tactics. Endpoints are the physical and virtual locations where sensitive data resides and include desktops, laptops, servers, virtual machines, cloud workloads (services running on cloud servers), fixed-function devices such as ATMs, point of sale systems, and control and data systems for power plants and other industrial assets.

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        Based on our experience and investment in next-generation solutions designed to address the full endpoint security lifecycle—predict, prevent, detect, respond to and remediate—we have developed a highly differentiated technology approach with four main pillars:

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Unfiltered data collection: Our technology uniquely collects complete, "unfiltered" endpoint data by continuously recording endpoint activity and centrally storing the collected data for advanced analytics. Other vendors take a "filtered" approach by capturing a subset of data at select points in time. Unfiltered data is more comprehensive, provides greater visibility and we believe offers more effective security capabilities.

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Proprietary data shaping technology: Our unfiltered data approach, which we believe is fundamental to deliver the most effective endpoint security, required us to overcome several difficult technical challenges, which we refer to as the "edge to cloud data pipeline problem." These challenges centered on how to reliably collect and cost effectively analyze and store massive amounts of data from edge devices (i.e., endpoints) in the cloud. To address those challenges, we have developed proprietary data shaping technology that smooths bursts of endpoint data activity; optimizes bandwidth demands to move massive amounts of endpoint data; compresses data at a high ratio to reduce the cost of storing massive amounts of data; and leverages a graph-like custom model for endpoint data that allows analysis of the data in multiple ways for multiple use cases. We believe our proprietary data shaping technology creates a strong and lasting competitive advantage not just in endpoint security, but also as we seek to disrupt and consolidate adjacent security markets that leverage endpoint data.



3.

Streaming analytics: We analyze endpoint data at massive scale leveraging event stream processing technology, which evaluates and classifies a continuously updated stream of events based on their risk level. We also employ machine learning and other advanced analytic techniques.

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4.

Extensible and open architecture: Our open architecture was designed to integrate with leading security technologies and IT products used by our customers. Moreover, endpoint data is the fuel that powers multiple security products across an organization's security stack. Our open architecture, when combined with the value of our data, positions our platform to serve as the hub of security activity in a customer's IT organization and enables deep customer relationships.

        We have a strong heritage of innovative technology leadership in multiple endpoint security categories: application control, endpoint detection and response, or EDR, and next-generation antivirus, or NGAV. Our flagship solutions are technology leaders in each of these categories, and we are integrating each with our predictive cloud platform. Unlike legacy security products that install an agent and collect data specific to its domain or use case, our platform provides a single agent that continuously collects unfiltered endpoint data to address the entire endpoint security lifecycle, which today is addressed by multiple point products. We believe that we are well positioned to continue serving the $6.5 billion endpoint security market.

        We focus on solutions that enable organizations to address the entire security lifecycle of an endpoint and integrate endpoint security within their cyber security architecture. We are transforming cyber security with our predictive security cloud, which positions us to address adjacent security use cases requiring endpoint data, such as IT asset management, public cloud security software and security and vulnerability management, which, according to IDC, represented markets of $1.9 billion, $5.3 billion and $5.4 billion, respectively, in 2016. This presents us with the opportunity to extend into adjacent security markets, and potentially expand our market opportunity, from $6.5 billion to $19.1 billion. While we have not yet penetrated these adjacent security markets, and there are multiple challenges associated with doing so, we believe that we can leverage the unfiltered endpoint data, proprietary data shaping technology, streaming analytics capabilities and extensible open architecture of our predictive security cloud to address adjacent security use cases and the market opportunities that they present through the development of additional product functionality.

        Our customers include many of the world's largest, security-focused enterprises and government agencies that are among the most heavily targeted by cyber adversaries, as well as mid-sized organizations. We serve over 3,700 customers globally across multiple industries, including 33 of the Fortune 100. Our solutions address the needs of a diverse range of customers. Over 70 security technology companies, including industry leaders such as VMware, Inc., or VMware, Splunk Inc., and the International Business Machines Corporation, or IBM, have integrated their products with Carbon Black to access our unfiltered endpoint data.

        We primarily sell our products through a channel go-to-market model, which significantly extends our global market reach and ability to rapidly scale our sales efforts. Our inside sales and field sales representatives work alongside an extensive network of value-added resellers, or VARs, distributors, managed security service providers, or MSSPs, and incident response, or IR, firms. Our MSSP and IR firm channel partners both use and recommend our products to their clients. We have established significant

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relationships with leading channel partners, including the CDW Corporation, one of the world's largest software VARs; Arrow Electronics, Inc., a major global distributor; SecureWorks, Inc., a leading MSSP; and Kroll Inc., or Kroll, a leading IR firm. In addition, we have technology and go-to-market partnerships with both IBM and VMware, enabling us to leverage their sales organizations to reach their large customer bases. In the three months ended December 31, 2017, 94% of our new and add-on business was closed in collaboration with a channel partner.

        We have experienced strong revenue growth, with revenue increasing from $70.6 million in 2015 to $116.2 million in 2016 and $162.0 million in 2017, representing a 51% compound annual growth rate over the same period. We have a subscription-based revenue model that provides visibility into future revenue. Recurring revenue represented 77%, 83% and 88% of our total revenue in 2015, 2016 and 2017, respectively. Annual recurring revenue, or ARR, was $76.8 million, $124.2 million and $174.2 million as of December 31, 2015, 2016 and 2017, respectively. We define ARR as the annualized value of all active subscription contracts as of the end of the period. ARR excludes revenue from perpetual licenses and services. The portion of ARR related to our cloud-based subscription contracts was $2.5 million, $15.1 million and $46.0 million as of December 31, 2015, 2016 and 2017, respectively. The percentage of our total recurring revenue generated by sales of our cloud-based solutions was negligible in 2015, 7% in 2016 and 18% in 2017. We incurred net losses of $38.7 million in 2015, $44.6 million in 2016 and $55.8 million in 2017 as we continued to invest for growth to address the large market opportunity for our platform.

Industry Background

        Cyber security is critical to organizations as they face an increasingly hostile threat environment with a growing number of cyber adversaries launching stealthy, sophisticated and targeted attacks. The following major trends are driving strong and growing demand for our products:

Endpoints are the new front line in the cyber war, and organizations are shifting their defenses as a result

        The attack surface is expanding.    Workforce mobility is increasing the number of connected devices that operate outside the traditional network perimeter, which is expanding the potential "attack surface." Moreover, enterprises are increasing their use of public clouds for a broad range of services, such as virtual machines, cloud workloads and cloud-based applications. As a result, enterprises' critical data and operations have increasingly shifted outside of their traditional network defenses, and the importance of protecting their endpoint devices has become paramount.

        Endpoints are the primary target of cyber attacks.    Endpoints are the primary targets of attacks because these devices store valuable data and intellectual property and are the interface where attackers can target humans through email, social engineering techniques, keylogging and other tactics.

        Endpoint data is critical to an effective cyber security program.    Effective security critically depends on having complete visibility into what is happening on each endpoint. Multiple categories of security products, from vulnerability assessment to patch management, require endpoint data for their core functionality.

        Organizations are shifting their defenses to focus on next-generation endpoint security solutions.    Because network-centric security is no longer adequate, organizations must focus on securing the endpoint. The majority of endpoint security technology in use today relies on multiple agents and uses the same ineffective, traditional signature-based antivirus software originally designed more than 20 years ago. As a result, organizations are increasingly shifting their security budgets toward next-generation endpoint security solutions.

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        With the continued success of cyber attacks, organizations are shifting from a passive prevention-only response to a holistic approach.    Historically, organizations have relied on passive prevention-only technologies that sought to block attackers from penetrating the network perimeter and protect corporate endpoints and data. This limited, passive prevention-only approach has proven inadequate and the number of successful cyber attacks has continued to grow. Organizations are shifting to a holistic and active security approach that requires next-generation technologies to predict, prevent, detect, respond to and remediate today's advanced cyber attacks.

The cyber threat is large, sophisticated and growing and requires new and more advanced approaches to combat it

        Cyber security is a board-level issue and a focal point for governments worldwide.    The ongoing occurrence and devastating consequences of high profile cyber attacks have elevated cyber security to a top priority for executives. Additionally, due to the financial, operational and reputational risks of breaches and non-compliance with regulatory requirements, C-level security officers are now commonplace and cyber security strategy is a critical focus area for boards of directors.

        The rise of ransomware has made every organization a potential target.    In the past, cyber attackers tended to target entities that held commercially valuable data that could be stolen and used for financial gain. However, with the emergence and proliferation of ransomware in recent years, cyber attackers now target organizations regardless of type or size to extort money by holding computers and data hostage.

        Today's attacks are stealthy, sophisticated and targeted.    Today's organizations face a complex threat landscape with a broad range of well-funded cyber attackers who use techniques designed to circumvent traditional security approaches. Less skilled attackers can purchase these attacks through cybercrime marketplaces on the "Dark Web," leading to a widespread proliferation of successful, advanced attacks. Once an organization has been breached, attackers can move unseen for months or even years, exfiltrating a larger amount of data and intellectual property. The longer these invisible breaches remain undetected, the greater the costs and reputational damage they can cause.

        The shortage of security talent creates a need for next-generation solutions.    The continuous growth in the number and sophistication of cyber attacks and the expansion of the attack surface are driving the need for more security professionals with deeper expertise. As the number of threats multiplies, legacy solutions either miss threats or produce more alerts than security teams are able to process and investigate. The number of security professionals has not kept pace with total demand. Organizations are increasingly turning to next-generation solutions, advanced analytics and automation tools to empower their security professionals to increase their efficiency and focus on the highest value cyber security tasks, thereby reducing the need for additional security headcount.

Our Market Opportunity

        We believe that our cloud platform addresses a significant capability gap in the enterprise endpoint security market and that our solutions will address an increasing subset of additional use cases in public cloud security software, security and vulnerability management and IT asset management. According to International Data Corporation, or IDC, the market for enterprise endpoint security software, our primary market, was $6.5 billion in 2016 and is expected to reach $8.3 billion by 2021. According to IDC, the market for security and vulnerability management was $5.4 billion in 2016 and is expected to reach $9.0 billion in 2021. According to IDC, the market for public cloud security software was $5.3 billion in 2016 and is expected to reach almost $10.0 billion in 2021. According to IDC, the market for IT asset management was $1.9 billion in 2016 and is expected to reach $2.8 billion in 2021.

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Our Solutions

        Powered by the Cb Predictive Security Cloud, our solutions provide best-in-class security by collecting and analyzing unfiltered data from the endpoint, addressing the entire security lifecycle and enabling our customers to continuously improve their security posture.

        Our customers use our products to:

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Augment or replace legacy antivirus software;

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Prevent malware and fileless attacks that do not use malware;

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Protect against ransomware;

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Hunt down threats;

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Respond to and remediate security incidents;

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Lock down critical systems and applications;

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Protect fixed-function devices;

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Secure workloads and applications in virtualized and cloud environments;

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Comply with regulatory mandates; and

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Enhance other security products through our unfiltered endpoint data.

Benefits of Our Platform and Solutions

Decreased risk of breach by protecting against known and unknown endpoint attacks

        We believe our solutions extend beyond legacy antivirus solutions to detect and stop the widest possible array of cyber attacks, including file-based attacks such as malware and ransomware, as well as next-generation attacks, such as memory-based, PowerShell and script-based attacks. Our solutions apply a full spectrum of technologies to analyze attack patterns in the cloud using richer and more complete endpoint data than any other vendor. According to a MRG Effitas Ltd. efficacy assessment commissioned by us, Cb Defense has a 100% prevention rate against known and unknown ransomware samples. We believe the increased security efficacy from the use of our solutions results in a decreased risk of breach for our customers.

Ability to identify root cause of attacks and quickly respond to security incidents

        Our next-generation detection and response capabilities enable organizations and incident responders to rapidly identify the root cause of an attack and the scope of compromise on the network. By capturing unfiltered data, the Cb Predictive Security Cloud provides full visibility into potential threats, both proactively as well as retroactively after a threat is blocked or identified, providing complete details of what happened and what was impacted.

Automated remediation and threat containment

        Using the unfiltered data that is continuously collected from each endpoint where our solutions are deployed, our users can launch automated remediation and threat containment actions. These automated capabilities enable organizations to respond to attacks as they happen and minimize the impact and cost of an attack.

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Continuous enhancement by leveraging intelligence from across the security community

        Our solutions allow organizations to continuously improve their security posture, benefiting from ongoing refinement of endpoint hardening and the latest threat intelligence. Through the Cb Predictive Security Cloud, our customers anonymously share data with each other. We believe the ability to share intelligence across our users increases the security expertise of each customer in our community and reduces their need to hire additional security experts.

Seamless integration with other best-of-breed security solutions

        Our next-generation endpoint security solutions are designed to integrate seamlessly with other security technologies deployed in an organization's IT environment. Our open architecture enables customers to build their own integrations with other systems across their IT environment. Our emphasis on open architecture and integration with partners at all layers of the security stack enhances an enterprise's security posture, reduces incident response times and increases overall operational efficiency. Ultimately, this ability enables customers to evolve with the dynamic threat landscape and achieve greater utility across their cyber security architecture.

Security efficacy without blocking legitimate activity

        Customers require security products that are highly effective in detecting and preventing attacks, while also minimizing the number of "false positive" alerts that interrupt legitimate end-user activity. In order to achieve these dual requirements, we apply an approach that combines endpoint-based prevention models that are optimized for low false positives, with cloud-based detection algorithms that are optimized for low false negatives.

Increased security operations efficiency and less reliance on scarce security talent

        Carbon Black solutions enable our customers to significantly improve the efficiency of their security operations and reduce their reliance on additional security professionals through our automated security solutions, streamlined workflow management and access to the collective expertise available in the Cb Predictive Security Cloud.

Greater ability to meet compliance requirements

        Our solutions enable organizations to comply with numerous regulatory requirements for data collection, analysis, reporting, archival and retrieval, while also optimizing the overall enterprise cyber security posture.

Ability to deploy endpoint security at any scale and grow and evolve their defenses

        Carbon Black products are used by customers of all sizes, from small and medium sized businesses to large global enterprises. We have designed the Cb Predictive Security Cloud to enable customers to easily grow and evolve their defenses. Customers can start by deploying whichever solutions best match their immediate needs and then extend and enhance their deployment over time.

Our Competitive Strengths

        We believe a number of competitive advantages enable us to maintain and extend our leadership position, including:

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Differentiated technology and intellectual property.  Our predictive security approach continuously captures unfiltered endpoint activity for real-time and retrospective analysis using our analytics technology that incorporates event stream processing, dynamic and static behavioral analysis, machine learning and reputation analysis and scoring. We believe our unfiltered approach is highly

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scalable and uniquely positions us to address the needs of adjacent security markets by delivering additional products that leverage this data.

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Extensible next-generation security cloud platform.  The extensible architecture of our platform positions us to enhance and expand our offerings to address evolving customer needs as the landscape of cyber threats changes over time.

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Pioneers in application control.  We pioneered the zero trust model at the endpoint with Cb Protection, our application control solution, which allows software to execute only if it is known and explicitly trusted. Building on this foundation, we have enhanced our application control offering by expanding our range of threat prevention options to create the most effective and complete endpoint prevention solution available in the market.

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Powerful ecosystem based on unfiltered endpoint data and open platform.  In the security ecosystem, endpoints yield the most valuable security data. We believe the endpoint data that we capture is considered the "gold standard" for the industry and is preferred by leading security vendors. This strategically positions our platform as the system of record for the security industry and we are therefore an enabler for any other offering in the security market.

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High-leverage channel model.  We believe our partnerships with leading MSSPs and security-focused VARs are a unique competitive differentiator, as enterprises increasingly engage external experts as trusted advisors to help select security solutions, integrate architectures and manage their ongoing defense posture.

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Partnerships with leading incident response firms.  We have established contractual relationships with more than 100 IR firms, including many industry leaders such as Kroll and Ernst & Young. We believe our IR partnerships are a significant competitive strength that extends our ability to build sales pipeline and acquire new customers.

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Strategic partnerships with IBM and VMware.  We have established significant and promising partnerships with both IBM and VMware, two of the largest and most influential technology companies in the world. We believe these relationships are a competitive strength that will enable us to reach the large global customer bases of these technology leaders.

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Deep security DNA.  Our management and technical leadership teams are comprised of cyber security leaders who have deep expertise from leading corporations and government organizations, such as the National Security Agency, the Department of Defense and the Central Intelligence Agency.

Our Growth Strategy

        The key elements of our growth strategy include:

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Drive new customer growth.

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Expand the use of our solutions by our existing customer base.

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Strengthen relationships with channel distributors and strategic partners.

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Grow our international business.

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Continue to innovate and add new offerings to our platform.

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Increase sales to the U.S. federal government.

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Selectively pursue acquisitions of complementary businesses, technologies and assets.

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Selected Risks Associated with our Business

        Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled "Risk Factors" immediately following this prospectus summary. Some of these risks include:

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We are a rapidly growing company, which makes it difficult to evaluate our future prospects.

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We have not been profitable historically and may not achieve or maintain profitability in the future.

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Our quarterly financial results may fluctuate for a variety of reasons.

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We face intense competition in our market.

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The next-generation endpoint security market is new and evolving, and may not grow as expected.

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If our products fail or are perceived to fail to detect cyber attacks, our business could suffer.

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We rely on channel partners to generate a significant portion of our revenue.

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If we are unable to retain our customers and to sell additional products to our customers, our future revenue and operating results will be harmed.

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As a cyber security provider, we have been, and expect to continue to be, a target of cyber attacks.

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Our directors, executive officers and principal stockholders will, in the aggregate, own approximately        % of the outstanding shares of our common stock after this offering, which could limit your ability to influence the outcome of key transactions, including a change of control.

Corporate Information

        We were incorporated in the State of Delaware in December 2002 as Bit 9, Inc. In April 2005, we changed our name to Bit9, Inc. In February 2014, Bit9, Inc. acquired Carbon Black, Inc., which we refer to as the acquired company, and in January 2016, we changed our name to Carbon Black, Inc. Our principal executive offices are located at 1100 Winter Street Waltham, Massachusetts 02451, and our telephone number is (617) 393-7400. Our website address is www.carbonblack.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. Investors should not rely on any such information in deciding whether to purchase our common stock.

        This prospectus contains references to our trademarks, including "Carbon Black," "Bit9" and our logo, and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies' trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Implications of Being an Emerging Growth Company

        As a company with less than $1.07 billion in revenue during our most recently completed fiscal year, we qualify as an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

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reduced disclosure of audited and selected financial information;

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an exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, in the assessment of our internal control over financial reporting;

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reduced disclosure about our executive compensation arrangements;

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exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangements; and

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an exemption from compliance with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor's report on the financial statements.

        We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of: the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; the date we qualify as a "large accelerated filer," with at least $700 million in market value of our common stock held by non-affiliates; the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year ending after the fifth anniversary of this offering.

        We are choosing to "opt out" of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable.

        We have elected to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. In addition, it is possible that some investors will find our common stock less attractive as a result of these elections, which may result in a less active trading market for our common stock and higher volatility in our stock price.

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THE OFFERING

Common stock offered by us	shares
Common stock to be outstanding after this offering	shares
Over-allotment option to purchase additional shares from us	We have granted the underwriters an over-allotment option, exercisable for 30 days after the date of this prospectus, to purchase up to an additional            shares from us.
Use of proceeds	We estimate that the net proceeds from the sale of shares of our common stock in this offering will be approximately $        million (or approximately $          million if the underwriters' over-allotment option to purchase additional shares in this offering is exercised in full), based upon an assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use a majority of the net proceeds of this offering to invest further in our sales and marketing activities to grow our customer base, to fund our research and development efforts to enhance our technology platform and product functionality, to pay general and administrative expenses and to fund our other growth strategies described elsewhere in this prospectus. We may also use a portion of the net proceeds for the acquisition of complementary businesses, technologies or other assets, although we currently have no agreements, commitments or understandings with respect to any such transaction. See "Use of Proceeds" for additional information.
Risk factors	See "Risk Factors" for a discussion of factors you should carefully consider before deciding to invest in our common stock.
Proposed Nasdaq Global Select Market symbol	"CBLK"

        The number of shares of common stock to be outstanding after this offering is based on 115,650,808 shares of common stock outstanding as of March 31, 2018 and excludes:

•

3,610,139 shares of common stock issuable upon the exercise of stock options outstanding under our Amended and Restated 2010 Series A Option Plan as of March 31, 2018, at a weighted-average exercise price of $1.43 per share;

•

179,433 shares of common stock issuable upon the exercise of stock options outstanding under our Amended and Restated Equity Incentive Plan as of March 31, 2018, at a weighted-average exercise price of $0.59 per share;

•

29,739,645 shares of common stock issuable upon the exercise of stock options outstanding under our 2012 Stock Option and Grant Plan as of March 31, 2018, at a weighted-average exercise price of $2.64 per share;

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•

1,675,683 shares of common stock issuable upon the exercise of stock options outstanding under our Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan as of March 31, 2018, at a weighted-average exercise price of $0.43 per share;

•

818,648 shares of common stock issuable upon the exercise of stock options outstanding under our Confer Technologies, Inc. 2013 Stock Plan as of March 31, 2018, at a weighted-average exercise price of $1.33 per share;

•

547,500 shares of common stock issuable upon the exercise of warrants outstanding as of March 31, 2018, at a weighted-average exercise price of $2.42 per share;

•

1,771,645 shares of common stock issuable upon the exercise of stock options approved subsequent to March 31, 2018 by our board of directors for grant effective upon the pricing of this offering at an exercise price equal to the price to the public listed on the cover page of this prospectus;

•

789,000 shares of common stock issuable from time to time after this offering upon the settlement of restricted stock units, or RSUs, outstanding as of March 31, 2018; and

•

              shares of common stock reserved for future issuance under our 2018 Stock Option and Incentive Plan and                         shares of common stock reserved for issuance under our 2018 Employee Stock Purchase Plan, each of which will become effective in connection with this offering and contains provisions that will automatically increase its shares reserved each year, as more fully described in "Executive Compensation—Employee Benefit Plans."

        Except as otherwise indicated, the information in this prospectus assumes or gives effect to:

•

the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, each of which will be in effect upon the closing of this offering;

•

the conversion of all outstanding shares of our preferred stock (other than our Series A preferred stock, as described below) into an aggregate of 88,741,194 shares of common stock upon the closing of this offering;

•

the conversion of all outstanding shares of our Series A preferred stock into 3,122,066 shares of common stock upon the closing of this offering;

•

options to purchase shares of our Series A preferred stock outstanding as of March 31, 2018 becoming options to purchase 3,610,139 shares of our common stock, at a weighted-average exercise price of $1.43 per share, upon the closing of this offering;

•

options to purchase shares of our Series E-1 preferred stock outstanding as of March 31, 2018 becoming options to purchase an aggregate of 1,675,683 shares of our common stock, at a weighted-average exercise price of $0.43 per share, upon the closing of this offering;

•

warrants to purchase shares of our Series D preferred stock outstanding as of March 31, 2018 becoming warrants to purchase an aggregate of 335,000 shares of our common stock, at a weighted-average exercise price of $2.99 per share, upon the closing of this offering;

•

no settlement of RSUs or exercise of options or warrants subsequent to March 31, 2018, other than the assumed full exercise on the date of the closing of this offering of the warrant to purchase 961,743 shares of common stock held by SC US GF Holdings, Ltd., an entity affiliated with Sequoia Capital, at an exercise price of $0.001 per share;

•

a              -for-              reverse stock split of our common stock effected on              , 2018; and

•

no exercise by the underwriters of their over-allotment option to purchase up to an additional              shares of our common stock in this offering.

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SUMMARY CONSOLIDATED FINANCIAL DATA

        The following tables present summary consolidated financial data for the periods indicated. You should read this information in conjunction with the sections titled "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes and other information included elsewhere in this prospectus. We have derived the summary consolidated statement of operations data for the years ended December 31, 2015, 2016 and 2017 and the summary consolidated balance sheet data as of December 31, 2017 from our audited consolidated financial statements appearing at the end of this prospectus. Our historical results are not necessarily indicative of the results to be expected in any future period.

	Year Ended December 31,
	2015			2016			2017
	(in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenue:
Subscription, license and support	$	63,747		$	104,786		$	149,262
Services		6,847			11,453			12,752
Total revenue		70,594			116,239			162,014
Cost of revenue:
Subscription, license and support(1)		4,492			11,296			24,217
Services(1)		8,821			9,743			11,421
Total cost of revenue		13,313			21,039			35,638
Gross profit		57,281			95,200			126,376
Operating expenses:
Sales and marketing(1)		55,432			80,997			107,190
Research and development(1)		24,042			36,493			52,047
General and administrative(1)		14,389			23,289			22,337
Total operating expenses		93,863			140,779			181,574
Loss from operations		(36,582	)		(45,579	)		(55,198	)
Interest expense, net		(817	)		(518	)		32
Other income (expense), net		(1,253	)		(648	)		(583	)
Loss before income taxes		(38,652	)		(46,745	)		(55,749	)
Benefit from (provision for) income taxes		—			2,191			(78	)
Net loss		(38,652	)		(44,554	)		(55,827	)
Accretion of preferred stock to redemption value		(24,979	)		(3,569	)		(28,056	)
Net loss attributable to common stockholders	$	(63,631	)	$	(48,123	)	$	(83,883	)
Net loss per share attributable to common stockholders—basic and diluted(2)	$	(6.06	)	$	(2.92	)	$	(4.04	)
Weighted-average common shares outstanding—basic and diluted(2)		10,498			16,461			20,765
Pro forma net loss per share attributable to common stockholders—basic and diluted (unaudited)(2)							$	(0.49	)
Pro forma weighted-average common shares outstanding—basic and diluted (unaudited)(2)								113,071

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(1)

The following table summarizes the classification of stock-based compensation expense in our consolidated statements of operations:

	Year Ended December 31,
	2015		2016		2017
	(in thousands)
Cost of subscription, license and support revenue	$	103	$	184	$	403
Cost of services revenue		179		219		227
Sales and marketing expense		1,595		2,501		3,310
Research and development expense		1,585		2,035		2,506
General and administrative expense		1,446		2,417		2,510
Total stock-based compensation expense	$	4,908	$	7,356	$	8,956

(2)

See Note 18 to our consolidated financial statements appearing at the end of this prospectus for further details on the calculations of basic and diluted net loss per share attributable to common stockholders and basic and diluted pro forma net loss per share attributable to common stockholders.

	As of December 31, 2017
	Actual			Pro Forma(2)			Pro Forma As Adjusted(3)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	36,073		$	36,073		$
Working capital(1)		(36,391	)		(36,391	)
Total assets		260,612			260,612
Deferred revenue		164,180			164,180
Warrant liability		2,766			—
Redeemable convertible and convertible preferred stock		334,714			—
Total stockholders' equity (deficit)		(266,508	)		70,972

(1)

We define working capital as current assets less current liabilities.

(2)

The pro forma consolidated balance sheet data give effect to:

•

the conversion of all outstanding shares of our preferred stock into 91,699,660 shares of common stock upon the closing of this offering;

•

the assumed exercise of the outstanding warrant held by SC US GF Holdings, Ltd., an entity affiliated with Sequoia Capital, to purchase 937,212 shares of our common stock, at an exercise price of $0.001 per share, that will become exercisable upon the closing of this offering; and

•

outstanding warrants to purchase shares of our preferred stock becoming warrants to purchase 335,000 shares of common stock upon the closing of this offering.

(3)

The pro forma as adjusted consolidated balance sheet data give further effect to our sale of            shares of our common stock in this offering at an assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information presented in the summary consolidated balance sheet data is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. A $1.00 increase (decrease) in the assumed initial public offering price

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of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders' equity by $                million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders' equity by $                million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding whether to purchase shares of our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could be adversely affected. In that event, the market price of our stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We are a rapidly growing company, which makes it difficult to evaluate our future prospects.

        We are a rapidly growing company. Our ability to forecast our future operating results is subject to a number of uncertainties, including our ability to plan for and model future growth. We have encountered and will continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries. If our assumptions regarding these uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, our business could suffer and the trading price of our stock may decline.

We have not been profitable historically and may not achieve or maintain profitability in the future.

        We have incurred net losses in each year since inception, including net losses of $38.7 million in 2015, $44.6 million in 2016 and $55.8 million in 2017. As of December 31, 2017, we had an accumulated deficit of $279.9 million. While we have experienced significant revenue growth in recent periods, we are not certain whether or when we will obtain a high enough volume of sales of our products to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs to increase in future periods, which could negatively affect our future operating results if our revenue does not increase. In particular, we expect to continue to expend substantial financial and other resources on:

•

research and development related to our products, including investments in our research and development team;

•

sales and marketing, including a significant expansion of our sales organization, both domestically and internationally;

•

continued international expansion of our business;

•

expansion of our professional services organization; and

•

general administration expenses, including legal and accounting expenses related to being a public company.

        These investments may not result in increased revenue or growth in our business. We expect to continue to devote research and development resources to our on-premise solutions; if our customers and potential customers shift their information technology, or IT, infrastructures to the cloud faster than we anticipate, we may not realize our expected return from the costs we incur. If we are unable to increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial position and results of operations will be harmed, and we may not be able to achieve or maintain profitability over the long term. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays and other unknown factors that may result in losses in future periods. If our revenue growth does not meet our expectations in future periods, our financial performance may be harmed, and we may not achieve or maintain profitability in the future.

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If we are unable to sustain our revenue growth rate, we may not achieve or maintain profitability in the future.

        Our revenue grew from $70.6 million in 2015 to $116.2 million in 2016 and $162.0 million in 2017, representing a 51% compound annual growth rate over the same period. Although we have experienced rapid growth historically and currently have high customer retention rates, we may not continue to grow as rapidly in the future and our customer retention rates may decline. Any success that we may experience in the future will depend in large part on our ability to, among other things:

•

maintain and expand our customer base;

•

increase revenues from existing customers through increased or broader use of our products within their organizations;

•

maintain and expand strategic partnerships with our channel partners;

•

improve the performance and capabilities of our products through research and development;

•

continue to develop our cloud-based solutions;

•

maintain the rate at which customers purchase our support services;

•

continue to successfully expand our business domestically and internationally;

•

successfully identify and consummate acquisitions of complementary businesses, technology and assets; and

•

successfully compete with other companies.

        If we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability. You should not rely on our revenue for any prior quarterly or annual periods as any indication of our future revenue or revenue growth.

Our quarterly financial results, including our billings and deferred revenue, may fluctuate for a variety of reasons, including our failure to close significant sales before the end of a particular quarter.

        A meaningful portion of our revenue is generated by significant sales to new customers and sales of additional products to existing customers. Purchases of our solutions often occur during the last month of each quarter, particularly in the last quarter of the year. In addition, our sales cycle can last several months from proof of concept to contract negotiation, to delivery of our solution to our customers, and this sales cycle can be even longer, less predictable and more resource-intensive for larger sales. Customers may also require additional internal approvals or seek to test our products for a longer trial period before deciding to purchase our solutions. As a result, the timing of individual sales can be difficult to predict. In some cases, sales have occurred in a quarter subsequent to those we anticipated, or have not occurred at all, which can significantly impact our quarterly financial results and make it more difficult to meet market expectations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Revenue Recognition."

        In addition to the sales cycle-related fluctuations noted above, our financial results, including our billings and deferred revenue, will continue to vary as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including:

•

our ability to attract and retain new customers;

•

our ability to sell additional products to existing customers;

•

our ability to expand into adjacent and complementary markets;

•

changes in customer or channel partner requirements or market needs;

•

changes in the growth rate of the next-generation endpoint security market;

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•

the timing and success of new product introductions by us or our competitors, or any other change in the competitive landscape of the next-generation endpoint security market, including consolidation among our customers or competitors;

•

a disruption in, or termination of, any of our relationships with channel partners;

•

our ability to successfully expand our business globally;

•

reductions in customer retention rates;

•

changes in our pricing policies or those of our competitors;

•

general economic conditions in our markets;

•

future accounting pronouncements or changes in our accounting policies or practices;

•

the amount and timing of our operating costs, including cost of goods sold;

•

a change in our mix of products and services, including shifts to cloud-based products offered through a software-as-a-service model; and

•

increases or decreases in our revenue and expenses caused by fluctuations in foreign currency exchange rates.

        Any of the above factors, individually or in the aggregate, may result in significant fluctuations in our financial and other operating results from period to period. These fluctuations could result in our failure to meet our operating plan or the expectations of investors or analysts for any period. If we fail to meet such expectations for these or other reasons, the trading price of our common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

We recognize substantially all of our revenue ratably over the term of our agreements with customers and, as a result, downturns or upturns in sales may not be immediately reflected in our operating results.

        We recognize substantially all of our revenue ratably over the terms of our agreements with customers, which generally occurs over a one- or three-year period. As a result, a substantial portion of the revenue that we report in each period will be derived from the recognition of deferred revenue relating to agreements entered into during previous periods. Consequently, a decline in new sales or renewals in any one period may not be immediately reflected in our revenue results for that period. This decline, however, will negatively affect our revenue in future periods. Accordingly, the effect of significant downturns in sales and market acceptance of our products, and potential changes in our rate of renewals may not be fully reflected in our results of operations until future periods. Our model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers generally will be recognized over the term of the applicable agreement.

        We also intend to increase our investment in research and development, sales and marketing and general and administrative functions and other areas to grow our business. These costs are generally expensed as incurred (with the exception of sales commissions), as compared to our revenue, substantially all of which is recognized ratably in future periods. We are likely to recognize the costs associated with these increased investments earlier than some of the anticipated benefits and the return on these investments may be lower, or may develop more slowly, than we expect, which could adversely affect our operating results.

We face intense competition in our market, especially from larger, well-established companies, and we may lack sufficient financial or other resources to maintain or improve our competitive position.

        Our market is large, highly competitive, fragmented and subject to rapidly evolving technology, shifting customer needs and frequent introductions of new solutions. We expect competition to increase in the future from both established competitors and new market entrants. Our current competitors include

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legacy antivirus solution providers, such as McAfee and Symantec Corporation, established network security providers, such as Palo Alto Networks, Inc., FireEye, Inc. and Cisco Systems, Inc., and privately held companies, such as Crowdstrike and Cylance. New startup companies, as well as established public and private companies, have entered or are currently attempting to enter the next-generation endpoint security market, some of which are or may become significant competitors in the future. Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as:

•

greater name recognition and longer operating histories;

•

larger sales and marketing budgets and resources;

•

broader distribution and established relationships with distribution partners and customers;

•

greater customer support resources;

•

greater resources to make acquisitions;

•

lower labor and development costs;

•

larger and more mature intellectual property portfolios; and

•

substantially greater financial, technical and other resources.

        In addition, some of our larger competitors have substantially broader and more diverse product offerings and leverage their relationships based on their installed products or incorporate functionality into existing products to gain business in a manner that discourages users from purchasing our products, including by selling their products at zero or negative margins, product bundling or closed technology platforms. Potential customers may also prefer to purchase from their existing suppliers rather than a new supplier regardless of product performance or features. These larger competitors often have broader product lines and market focus and may therefore not be as susceptible to downturns in a particular market. Some of our smaller competitors that specialize in providing point solutions focused on narrow security problems are able to deliver these specialized security solutions to the market on a faster cadence than a typical enterprise class solution. Conditions in our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation. New start-up companies that innovate and large competitors that are making significant investments in research and development may invent similar or superior products and technologies that compete with our products and technology. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources.

        Some of our competitors have made acquisitions of businesses that may allow them to offer more directly competitive and comprehensive solutions than they had previously offered. As a result of such acquisitions, our current or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products and services, initiate or withstand substantial price competition, take advantage of acquisition or other opportunities more readily, or develop and expand their product and service offerings more quickly than we do. For various reasons, organizations may be more willing to incrementally add our competitors' products to their existing security infrastructure instead of incorporating our products. These competitive pressures in our market or our failure to compete effectively may result in price reductions, fewer orders, reduced revenue and gross margins, and loss of market share. Any failure to meet and address these factors could seriously harm our business and operating results.

The next-generation endpoint security market is new and evolving, and may not grow as expected.

        We believe our future success will depend in large part on the growth, if any, in the market for next-generation endpoint security products. This market is new and evolving, and as such, it is difficult to predict important market trends, including its potential growth, if any. To date, enterprise and corporate

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cyber security budgets have allocated a majority of dollars to prevention-centric threat protection solutions, such as network, endpoint and web security products designed to stop threats from penetrating corporate networks. Organizations that use these security products may be satisfied with such existing security products and, as a result, these organizations may not adopt our solutions in addition to, or in lieu of, security products they currently use.

        Further, sophisticated cyber attackers are skilled at adapting to new technologies and developing new methods of gaining access to organizations' sensitive business data, and changes in the nature of advanced cyber threats could result in a shift in IT budgets away from products such as ours. In addition, while recent high visibility attacks on prominent enterprises and governments have increased market awareness of the problem of cyber attacks, if cyber attacks were to decline, or enterprises or governments perceived that the general level of cyber attacks has declined, our ability to attract new customers and expand our sales to existing customers could be materially and adversely affected. If products such as ours are not viewed by organizations as necessary, or if customers do not recognize the benefit of our products as a critical element of an effective cyber security strategy, our revenue may not grow as quickly as expected, or may decline, and the trading price of our stock could suffer.

        In addition, it is difficult to predict customer adoption and retention rates, customer demand for our products, the size and growth rate of the market for next-generation endpoint security, the entry of competitive products or the success of existing competitive products. Any expansion in our market depends on a number of factors, including the cost, performance and perceived value associated with our products and those of our competitors. If these products do not achieve widespread adoption or there is a reduction in demand for products in our market caused by a lack of customer acceptance, technological challenges, competing technologies, products, decreases in corporate spending, weakening economic conditions or otherwise, it could result in reduced customer orders, early terminations, reduced customer retention rates or decreased revenue, any of which would adversely affect our business operations and financial results. You should consider our business and prospects in light of the risks and difficulties we encounter in this new and evolving market.

Forecasts of our market and market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, there can be no assurance that our business will grow at similar rates, or at all.

        Growth forecasts included in this prospectus relating to our market opportunities, including our primary endpoint security market and adjacent security markets, and the expected growth thereof are subject to significant uncertainty and are based on assumptions and estimates which may prove to be inaccurate. Even if these markets meet our size estimate and experience the forecasted growth, we may not grow our business at a similar rate, or at all. Our growth is subject to many factors, including our success in implementing our business strategy and ability to penetrate adjacent security markets, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

If our products fail or are perceived to fail to detect cyber attacks, or if our products contain undetected errors or defects, our brand and reputation could be harmed, which could have an adverse effect on our business and results of operations.

        If our products fail or are perceived to fail to detect cyber attacks, including advanced attacks that have never been seen before, in our customers' endpoints and cyber security infrastructure, or if our products fail to identify and respond to new and increasingly complex methods of cyber attacks, our business and reputation may suffer. There is no guarantee that our products will detect all cyber attacks, especially in light of the rapidly changing security landscape to which we must respond. For example, in August 2017, a blog post alleged a product defect in our Cb Response product. We issued a press release stating that the allegation was incorrect, but in the course of evaluating the alleged defect, we uncovered and fixed another defect in our product. We cannot guarantee that our products will not contain

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undetected errors or defects in the future. Additionally, our products may falsely detect cyber attacks or threats that do not actually exist. For example, our products rely on third-party reports of identified security threats and information provided by an active community of security professionals. If the information from these third parties is inaccurate, the potential for false indications of security cyber attacks increases. These false positives, while typical in the industry, may impair the perceived reliability of our products, and may therefore adversely impact market acceptance of our products, and could result in negative publicity, loss of customers and sales and increased costs to remedy any problem.

        Our products, which are complex, may also contain undetected errors or defects when first introduced or as new versions are released. We have experienced these errors or defects in the past in connection with new products and product upgrades. We expect that these errors or defects will be found from time to time in the future in new or enhanced products after commercial release. Defects may cause our products to be vulnerable to attacks, cause them to fail to detect cyber attacks, or temporarily interrupt customers' networking traffic. Any errors, defects, disruptions in service or other performance problems with our products may damage our customers' business and could hurt our reputation. If our products fail to detect cyber attacks for any reason, we may incur significant costs, the attention of our key personnel could be diverted, our customers may delay or withhold payment to us or elect not to renew or other significant customer relations problems may arise.

        We may also be subject to liability claims for damages related to errors or defects in our products. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our products may harm our business and operating results. Although we have limitation of liability provisions in our terms and conditions of sale, they may not fully or effectively protect us from claims as a result of federal, state, or local laws or ordinances, or unfavorable judicial decisions in the United States or other countries. The sale and support of our also entails the risk of product liability claims. We maintain insurance to protect against certain claims associated with the use of our products, but our insurance coverage may not adequately cover any claim asserted against us. In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation, divert management's time and other resources, and harm our business and reputation.

We rely on channel partners, such as managed security service providers, incident response firms and security-focused value added resellers, to generate a significant portion of our revenue. If we fail to maintain successful relationships with our channel partners, or if our channel partners fail to perform, our ability to market, sell and distribute our products will be limited, and our business, financial position and results of operations will be harmed.

        In addition to our direct sales force, we rely on our channel partners to sell our products. A majority of our revenue is generated by our channel partners, including managed service security providers, incident response firms and value added resellers. In addition, in the three months ended December 31, 2017, 94% of our new and add-on business was closed in collaboration with our channel partners. We expect to continue to focus on generating sales to new and existing customers through our channel partners as a part of our growth strategy.

        We provide our sales channel partners with specific training and programs to assist them in selling our products, but there can be no assurance that these steps will be effective. In addition, our channel partners may be unsuccessful in marketing, selling and supporting our products. If we are unable to develop and maintain effective sales incentive programs for our third-party channel partners, we may not be able to incentivize these partners to sell our products to customers and, in particular, to large enterprises. Our agreements with our channel partners are generally non-exclusive and these partners may also market, sell and support products that are competitive with ours and may devote more resources to the marketing, sales and support of such competitive products. These partners may have incentives to promote our competitors' products to the detriment of our own or may cease selling our products altogether. Our channel partners may cease or deemphasize the marketing of our products with limited or no notice and with little or no penalty. Our agreements with our channel partners may generally be terminated for any

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reason by either party with advance notice prior to each annual renewal date. We cannot be certain that we will retain these channel partners or that we will be able to secure additional or replacement channel partners. The loss of one or more of our significant channel partners or a decline in the number or size of orders from them could harm our operating results. In addition, any new sales channel partner requires extensive training and may take several months or more to achieve productivity. Our channel partner sales structure could subject us to lawsuits, potential liability and reputational harm if, for example, any of our channel partners misrepresent the functionality of our products, subscriptions or services to customers or violate laws or our corporate policies.

        If we fail to effectively manage our existing sales channels, or if our channel partners are unsuccessful in fulfilling the orders for our products, or if we are unable to enter into arrangements with, and retain a sufficient number of, high quality channel partners in each of the regions in which we sell products and keep them motivated to sell our products, our ability to sell our products and operating results will be harmed. The termination of our relationship with any significant channel partner may also adversely impact our sales and operating results.

If we are unable to acquire new customers, our future revenues and operating results will be harmed.

        Our success depends on our ability to acquire new customers, including large enterprise customers. If we are unable to attract a sufficient number of new customers, we may be unable to generate revenue growth at desired rates. Many enterprise customers operate in increasingly complex IT environments and require additional features and functionality, as well as higher levels of support than smaller customers. If our solutions are perceived as insufficient to meet the needs of large enterprises, we may be limited in our ability to acquire large enterprise customers. The next-generation endpoint security market is competitive and many of our competitors have substantial financial, personnel and other resources that they utilize to develop solutions and attract customers. As a result, it may be difficult for us to add new customers to our customer base. Competition in the marketplace may also lead us to win fewer new customers or result in us providing discounts and other commercial incentives. Additional factors that impact our ability to acquire new customers include the perceived need for next-generation endpoint security, the size of our prospective customers' IT budgets, the utility and efficacy of our existing and new products, whether proven or perceived, and general economic conditions. These factors may have a meaningful negative impact on future revenues and operating results.

If we are unable to sell additional products to our customers and maintain and grow our customer retention rates, our future revenue and operating results will be harmed.

        Our future success depends, in part, on our ability to expand the deployment of our products with existing customers by selling them additional products. This may require increasingly sophisticated and costly sales efforts and may not result in additional sales. In addition, the rate at which our customers purchase additional products depends on a number of factors, including the perceived need for additional next-generation endpoint security as well as general economic conditions. If our efforts to sell additional products to our customers are not successful, our business may suffer.

        Further, to maintain or improve our operating results, it is important that our customers renew their agreements with us when the existing term expires. Our customers have no obligation to renew their agreements upon expiration of the applicable contract term, and we cannot provide assurance that customers will renew subscriptions or support agreements. We calculate retention rate by comparing the annual recurring subscription and support revenue from our end-use customers at the beginning of a measurement period to the annual recurring subscription and support revenue from those same end-use customers at the end of a measurement period. We divide the ending annual recurring revenue by the beginning annual recurring revenue to arrive at our retention rate metric. We exclude the impact of any add-on purchases from these customers during the measurement period; accordingly, our retention rate cannot exceed 100%. In addition, this metric reflects the loss of customers who elected not to renew

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contracts expiring during the measurement period. Our retention rate was 93% in 2015, 92% in 2016 and 93% in 2017. The rate of customer retention may decline or fluctuate as a result of a number of factors, including our customers' satisfaction or dissatisfaction with our products, the effectiveness of our customer support services, our pricing, the prices of competing products, subscriptions or services, mergers and acquisitions affecting our customer base, or reductions in our customers' budgets and spending levels. If our end-use customers do not renew their agreements, or renew on less favorable terms, our revenue may decline, our business may suffer, and we may not realize improved operating results from our customer base.

If we do not successfully anticipate market needs and enhance our existing products or develop new products that meet those needs on a timely basis, we may not be able to compete effectively and our ability to generate revenues will suffer.

        Our customers operate in markets characterized by rapidly changing technologies and business plans, which require them to adapt to increasingly complex IT infrastructures that incorporate a variety of hardware, software applications, operating systems and networking protocols. As our customers' technologies and business plans grow more complex, we expect them to face new and increasingly sophisticated methods of attack. We face significant challenges in ensuring that our products effectively identify and respond to these advanced and evolving attacks without disrupting the performance of our customers' IT infrastructures. As a result, we must continually modify and improve our products in response to changes in our customers' IT infrastructures.

        We cannot guarantee that we will be able to anticipate future market needs and opportunities or be able to develop product enhancements or new products to meet such needs or opportunities in a timely manner, if at all. Even if we are able to anticipate, develop and commercially introduce enhancements and new products, there can be no assurance that enhancements or new products will achieve widespread market acceptance.

        New products, as well as enhancements to our existing products, could fail to attain sufficient market acceptance for many reasons, including:

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delays in releasing new products, or product enhancements;

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failure to accurately predict market demand and to supply products that meet this demand in a timely fashion;

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inability to integrate effectively with the existing or newly introduced technologies, systems or applications of our existing and prospective customers;

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inability to protect against new types of attacks or techniques used by cyber attackers or other data thieves;

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defects in our products, errors or failures of our products;

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negative publicity or perceptions about the performance or effectiveness of our products;

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introduction or anticipated introduction of competing products by our competitors;

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installation, configuration or usage errors by our customers;

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easing or changing of regulatory requirements related to security; and

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reluctance of customers to purchase products incorporating open source software.

        If we fail to anticipate market requirements or fail to develop and introduce product enhancements or new products to meet those needs in a timely manner, it could cause us to lose existing customers and prevent us from gaining new customers, which would significantly harm our business, financial condition and results of operations.

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        While we continue to invest significant resources in research and development to ensure that our products continue to address the cyber security risks that our customers face, the introduction of products embodying new technologies could also render our existing products or services obsolete or less attractive to customers. If we spend significant time and effort on research and development and are unable to generate an adequate return on our investment, our business and results of operations may be materially and adversely affected.

If our products do not effectively integrate with our customers' IT infrastructure, or if our technology partners no longer support our products or allow us to integrate with their programs, our business could suffer.

        Our products must effectively integrate with our customers' existing or future IT infrastructure, which often has different specifications, utilizes multiple protocol standards, deploys products from multiple vendors and contains multiple generations of products that have been added over time. As a result, when problems occur in a network, it may be difficult to identify the sources of these problems. If we find errors in the existing software or defects in the hardware used in our customers' infrastructure or problematic network configurations or settings, we may have to modify our software or hardware so that our products will integrate with our customers' infrastructure. In such cases, our products may be unable to provide significant performance improvements for applications deployed in our customers' infrastructure. These issues could cause longer installation times for our products and could cause order cancellations, either of which would adversely affect our business, results of operations and financial condition. Additionally, any changes in our customers' IT infrastructure that degrade the functionality of our products or services or give preferential treatment to competitive software could adversely affect the adoption and usage of our products.

        Further, if our technology partners no longer support our products or allow us to integrate with customers' IT infrastructure, or if we do not maintain these integrations, the functionality of our products may be reduced and our products may not be as marketable to certain existing and potential customers.

        If our products are late in achieving or fail to achieve compliance with these certifications and standards, or our competitors achieve compliance with these certifications and standards, we may be disqualified from selling our products to such customers, or may otherwise be at a competitive disadvantage, either of which would harm our business, results of operations and financial condition.

If our products fail to help our customers achieve and maintain compliance with regulations and/or industry standards, our revenue and operating results could be harmed.

        We generate a portion of our revenue from our product offerings that help organizations achieve and maintain compliance with regulations and industry standards both domestically and internationally. For example, many of our customers subscribe to our product offerings to help them comply with the security standards developed and maintained by the Payment Card Industry Security Standards Council, or the PCI Council, which apply to companies that process, transmit or store cardholder data. In addition, our product and service offerings are used by customers in the healthcare industry to help them comply with numerous federal and state laws and regulations related to patient privacy. In particular, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, and the 2009 Health Information Technology for Economic and Clinical Health Act include privacy and data security standards that protect individual privacy by limiting the uses and disclosures of individually identifiable health information and implementing data security standards. The foregoing and other state, federal and international legal and regulatory regimes may affect our customers' requirements for, and demand for, our products and professional services. Governments and industry organizations, such as the PCI Council, may also adopt new laws, regulations or requirements, or make changes to existing laws or regulations, that could impact the demand for, or value of, our products. If we are unable to adapt our products to changing legal and regulatory standards or other requirements in a timely manner, or if our products fail to assist with, or expedite, our customers' cyber security defense and compliance efforts, our customers may lose confidence

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in our products, and could switch to products offered by our competitors or threaten or bring legal actions against us. In addition, if laws, regulations or standards related to data security, vulnerability management and other IT security and compliance requirements are relaxed or the penalties for non-compliance are changed in a manner that makes them less onerous, our customers may view government and industry regulatory compliance as less critical to their businesses, and our customers may be less willing to purchase our products. In any of these cases, our revenue and operating results could be harmed.

        In addition, government and other customers may require our products to comply with certain privacy and security regulations, or other certifications and standards. If our products are late in achieving or fail to achieve or maintain compliance with these certifications and standards, or our competitors achieve compliance with these certifications and standards, we may be disqualified from selling our products to such customers, or may otherwise be at a competitive disadvantage, either of which would harm our business, results of operations and financial condition.

As a cyber security provider, we have been, and expect to continue to be, a target of cyber attacks that could adversely impact our reputation and operating results.

        We will not succeed unless the marketplace is confident that we provide effective next-generation endpoint security protection. Because we sell next-generation endpoint security solutions, we may be an attractive target for attacks by cyber attackers or other data thieves, since a breach of our system could provide information regarding us or our customers. Accordingly, we have been, and expect to continue to be, a target of cyber attacks designed to interrupt or impede the performance of our products or the security of our cloud platform, penetrate our network security or our internal systems, or those of our customers, or to misappropriate proprietary information. For example, in 2012, we were subject to an unauthorized breach of one of our computer systems that was not protected by our platform. As a result of this attack, which we discovered in January 2013, a malicious third party gained temporary access to one of our digital code-signing certificates. This third party then used this certificate to sign malware that would not be blocked by our Cb Protection security software. That malware was installed on the computers of several of our customers. While we have undertaken substantial remedial efforts to prevent similar incidents from occurring in the future, we cannot guarantee that we will not be the target of additional cyber attacks and that future cyber attacks will not be successful.

        As a result of this offering, we will likely experience increased visibility as a public company, which could have the effect of attracting the attention of more cyber attackers than would otherwise target us. If our systems are breached, attackers could learn critical information about how our products operate to help protect our customers' endpoints, thereby making our customers more vulnerable to cyber attacks. In addition, if actual or perceived breaches of our platform occur, they could adversely affect the market perception of our products, negatively affecting our reputation, and may expose us to the loss of our proprietary information or information belonging to our customers, investigations or litigation and possible liability, including injunctive relief and monetary damages. Such security breaches could also divert the efforts of our technical and management personnel. In addition, such security breaches could impair our ability to operate our business and provide products to our customers. If this happens, our reputation could be harmed, our revenue could decline and our business could suffer.

Our business and operations are experiencing rapid growth, and if we do not appropriately manage our future growth, or are unable to scale our systems and processes, our operating results may be negatively affected.

        We are a rapidly growing company. To manage future growth effectively, and in connection with our transition to being a public company, we will need to continue to improve and expand our internal IT systems, financial infrastructure and operating and administrative systems and controls, which we may not be able to do efficiently, in a timely manner or at all. Any future growth would add complexity to our organization and require effective coordination across our organization. Failure to manage any future

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growth effectively could result in increased costs, harm our results of operations and lead to investors losing confidence in our internal systems and processes.

If we are not successful in our continued international expansion, our operating results may be negatively affected.

        We have a limited history of marketing, selling and supporting our products internationally. For the year ended December 31, 2017, we generated approximately 13% of our revenue from customers located outside of the United States. Our growth strategy is dependent, in part, on our continued international expansion. We expect to conduct a significant amount of our business with organizations that are located outside the United States, particularly in Europe and Asia. As a result, we must hire and train experienced personnel to staff and manage our foreign operations. To the extent that we experience difficulties in recruiting, training, managing and retaining international employees, particularly managers and other members of our international sales team, we may experience difficulties in sales productivity in, or market penetration of, foreign markets. We also enter into strategic distributor and reseller relationships with companies in certain international markets where we do not have a local presence. If we are not able to maintain successful strategic distributor relationships with our international channel partners or recruit additional channel partners, our future success in these international markets could be limited. Business practices in the international markets that we serve may differ from those in the United States and may require us to include non-standard terms in customer contracts. To the extent that we enter into customer contracts in the future that include non-standard terms related to payment or performance obligations, our results of operations may be adversely impacted.

        Our business, including the sales of our products by us and our channel partners, may be subject to foreign governmental regulations, which vary substantially from country to country and change from time to time. Our failure, or the failure by our channel partners, to comply with these regulations could adversely affect our business. Further, in many foreign countries it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S. regulations applicable to us. Although we have implemented policies and procedures designed to comply with these laws and policies, there can be no assurance that our employees, contractors, channel partners and agents have complied, or will comply, with these laws and policies. Violations of laws or key control policies by our employees, contractors, channel partners or agents could result in delays in revenue recognition, financial reporting misstatements, fines, penalties or the prohibition of the importation or exportation of our products, and could have a material adverse effect on our business and results of operations. If we are unable to successfully manage the challenges of international expansion and operations, our business and operating results could be adversely affected.

        Additionally, our international sales and operations are subject to a number of risks, including the following:

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greater difficulty in enforcing contracts and managing collections, as well as longer collection periods;

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higher costs of doing business internationally, including costs incurred in establishing and maintaining office space and equipment for our international operations;

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fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business;

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management communication and integration problems resulting from cultural and geographic dispersion;

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costs associated with language localization of our products;

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risks associated with trade restrictions and foreign legal requirements, including any importation, certification and localization of our products that may be required in foreign countries;

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greater risk of unexpected changes in regulatory practices, tariffs and tax laws and treaties;

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costs of compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations, including, but not limited to data privacy, data protection and data security regulations;

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compliance with anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. Travel Act and the UK Bribery Act 2010, violations of which could lead to significant fines, penalties and collateral consequences for our company;

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heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements;

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the uncertainty of protection for intellectual property rights in some countries;

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general economic and political conditions in these foreign markets, including political and economic instability in some countries;

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foreign exchange controls or tax regulations that might prevent us from repatriating cash earned outside the United States; and

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double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate.

        These and other factors could harm our ability to generate future international revenue and, consequently, materially impact our business, results of operations and financial condition.

We provide service level commitments for cloud-based delivery of our products and support. Any future service disruption could obligate us to provide service credits and we could face subscription or support agreement terminations, which could adversely affect our revenue.

        Our agreements with customers provide certain service level commitments, including with respect to uptime requirements for cloud-based delivery of our services and response time for support. If we are unable to meet the stated service level commitments or suffer extended periods of downtime that exceed the periods allowed under our customer agreements, we could be required to provide service credits or face subscription terminations, either of which could significantly impact our revenue.

        Our customers depend on our customer support team to resolve technical issues relating to our products. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. Increased customer demand for these services, without corresponding revenue, could increase costs and adversely affect our operating results. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation and our ability to sell our products to existing and prospective customers, or could result in terminations of existing customer agreements.

We are dependent on the continued services and performance of our senior management and other key employees, as well as on our ability to successfully hire, train, manage and retain qualified personnel, especially those in sales and marketing and research and development.

        Our future performance depends on the continued services and contributions of our senior management, particularly Patrick Morley, our President and Chief Executive Officer, and other key employees to execute on our business plan and to identify and pursue new opportunities and product innovations. We do not maintain key man insurance for any of our executive officers or key employees. From time to time, there may be changes in our senior management team resulting from the termination or departure of our executive officers and key employees. Our senior management and key employees are generally employed on an at-will basis, which means that they could terminate their employment with us at any time. The loss of the services of our senior management, particularly Mr. Morley, or other key employees for any reason could significantly delay or prevent our development or the achievement of our strategic objectives and harm our business, financial condition and results of operations.

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        Our ability to successfully pursue our growth strategy will also depend on our ability to attract, motivate and retain our personnel, especially those in sales and marketing and research and development. We face intense competition for these employees from numerous technology, software and other companies, especially in certain geographic areas in which we operate, and we cannot ensure that we will be able to attract, motivate and/or retain additional qualified employees in the future. If we are unable to attract new employees and retain our current employees, we may not be able to adequately develop and maintain new products, or market our existing products at the same levels as our competitors and we may, therefore, lose customers and market share. Our failure to attract and retain personnel, especially those in sales and marketing, research and development and engineering positions, could have an adverse effect on our ability to execute our business objectives and, as a result, our ability to compete could decrease, our operating results could suffer and our revenue could decrease. Even if we are able to identify and recruit a sufficient number of new hires, these new hires will require significant training before they achieve full productivity and they may not become productive as quickly as we would like, or at all.

If we do not effectively expand, train and retain qualified sales and marketing personnel, we may be unable to acquire new customers or sell additional products to successfully pursue our growth strategy.

        We depend significantly on our sales force to attract new customers and expand sales to existing customers. As a result, our ability to grow our revenue depends in part on our success in recruiting, training and retaining sufficient numbers of sales personnel to support our growth, particularly in the United States, Europe, the Middle East, Africa and Asia Pacific. The number of our sales and marketing personnel increased from 343 as of December 31, 2016 to 425 as of December 31, 2017. We expect to continue to expand our sales and marketing personnel significantly and face a number of challenges in achieving our hiring and integration goals. There is intense competition for individuals with sales training and experience. In addition, the training and integration of a large number of sales and marketing personnel in a short time requires the allocation of significant internal resources. We invest significant time and resources in training new sales force personnel to understand our products, platform and our growth strategy. Based on our past experience, it takes approximately six to 12 months before a new sales force member operates at target performance levels, depending on their role. However, we may be unable to achieve or maintain our target performance levels with large numbers of new sales personnel as quickly as we have done in the past. Our failure to hire a sufficient number of qualified sales force members and train them to operate at target performance levels may materially and adversely impact our projected growth rate.

If the general level of advanced cyber attacks declines, or is perceived by our current or potential customers to have declined, our business could be harmed.

        Our business is substantially dependent on enterprises and governments recognizing that advanced cyber attacks are pervasive and are not effectively prevented by legacy security products. High visibility attacks on prominent enterprises and governments have increased market awareness of the problem of advanced cyber attacks and help to provide an impetus for enterprises and governments to devote resources to protecting against advanced cyber attacks, such as testing our products, purchasing them and broadly deploying them within their organizations. If advanced cyber attacks were to decline, or enterprises or governments perceived that the general level of advanced cyber attacks has declined, our ability to attract new customers and expand sales of our products to existing customers could be materially and adversely affected. A reduction in the threat landscape could increase our sales cycles and harm our business, results of operations and financial condition.

Organizations have been and may continue to be reluctant to purchase cyber security offerings that are cloud-based due to the actual or perceived vulnerability of cloud solutions.

        Some organizations, particularly in certain geographies and industries, such as defense and financial services, have been and may continue to be reluctant to use cloud solutions for cyber security because they have concerns regarding the risks associated with the reliability or security of the technology delivery

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model associated with this solution. If we or other cloud service providers experience security incidents, breaches of customer data, disruptions in service delivery or other problems, the market for cloud solutions as a whole may be negatively impacted.

If we cannot maintain our company culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success and our business may be harmed.

        We believe that a critical component to our success has been our company culture, which we believe fosters innovation, teamwork, passion for customers and focus on execution, and facilitates critical knowledge transfer, knowledge sharing and professional growth. We have invested substantial time and resources in building our team within this company culture. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain these important aspects of our company culture. If we fail to maintain our company culture, our business may be adversely impacted.

Fluctuating economic conditions make it difficult to predict revenue for a particular period, and a shortfall in revenue may harm our operating results.

        Our revenue depends significantly on general economic conditions and the demand for products in the next-generation endpoint security market. Economic weakness, customer financial difficulties and constrained spending on cyber security may result in decreased revenue and earnings. Such factors could make it difficult to accurately forecast our sales and operating results and could negatively affect our ability to provide accurate forecasts of our costs and expenses. In addition, concerns regarding continued budgetary challenges in the United States and Europe, geopolitical turmoil and terrorism in many parts of the world, and the effects of climate change have and may continue to put pressure on global economic conditions and overall spending on cyber security. Currently, most enterprises and governments have not allocated a fixed portion of their budgets to protect against next-generation advanced cyber attacks. If we do not succeed in convincing customers that our products should be an integral part of their overall approach to cyber security and that a fixed portion of their annual security budgets should be allocated to our products, general reductions in security spending by our customers are likely to have a disproportionate impact on our business, results of operations and financial condition. General economic weakness may also lead to longer collection cycles for payments due from our customers, an increase in customer bad debt, restructuring initiatives and associated expenses and impairment of investments. Furthermore, the continued weakness and uncertainty in worldwide credit markets, including the sovereign debt situation in certain countries in the European Union, or EU, may adversely impact the ability of our customers to adequately fund their expected capital expenditures, which could lead to delays or cancellations of planned purchases of our products.

        Uncertainty about future economic conditions also makes it difficult to forecast operating results and to make decisions about future investments. Future or continued economic weakness for us or our customers, failure of our customers and markets to recover from such weakness, customer financial difficulties and reductions in spending on cyber security could have a material adverse effect on demand for our products, and consequently on our business, financial condition and results of operations.

If we are not able to maintain and enhance our brand or reputation as an industry leader, our business and operating results may be adversely affected.

        We believe that maintaining and enhancing our reputation as a leader in next-generation endpoint security is critical to our relationship with our existing end-use customers and channel partners and our ability to attract new customers and channel partners. The successful promotion of our brand will depend on a number of factors, including our marketing efforts, our ability to continue to develop high-quality features for our products and our ability to successfully differentiate our products from those of our competitors. Our brand promotion activities may not be successful or yield increased revenue. In addition,

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independent industry analysts often provide reports of our solutions, as well as the solutions of our competitors, and perception of our solutions in the marketplace may be significantly influenced by these reports. If these reports are negative, or less positive as compared to those of our competitors' products, our reputation may be adversely affected. Additionally, the performance of our channel partners may affect our brand and reputation if customers do not have a positive experience with our products as implemented by our channel partners or with the implementation generally. The promotion of our brand requires us to make substantial expenditures, and we anticipate that the expenditures will increase as our market becomes more competitive, as we expand into new geographies and vertical markets and as more sales are generated through our channel partners. To the extent that these activities yield increased revenue, this revenue may not offset the increased expenses we incur. If we do not successfully maintain and enhance our brand and reputation, our business and operating results may be adversely affected.

Our brand, reputation and ability to attract, retain and serve our customers are dependent in part upon the reliable performance of our products and infrastructure.

        Our brand, reputation and ability to attract, retain and serve our customers are dependent in part upon the reliable performance of, and the ability of our existing customers and new customers to access and use, our solutions and infrastructure. We have experienced, and may in the future experience, disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, equipment failure, human or software errors, capacity constraints and fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time.

        We operate and maintain our infrastructure at our headquarters and by using third-party data centers located in the Boston, Massachusetts area. We also utilize Amazon Web Services, or AWS, for the delivery of our cloud-based products. In addition, our ability to access certain third-party software-as-a-service, or SaaS, solutions, such as Salesforce, is important to our operations and our ability to execute sales. Some elements of this complex system are operated by third parties that we do not control and that could require significant time to replace. We expect this dependence on third parties to continue. Interruptions in our systems or the third-party systems on which we rely, whether due to system failures, computer viruses, physical or electronic break-ins, or other factors, could affect the security or availability of our products, network infrastructure, cloud infrastructure and website.

        Prolonged delays or unforeseen difficulties in connection with adding capacity or upgrading our network architecture when required may cause our service quality to suffer. Problems with the reliability or security of our systems could harm our reputation. Damage to our reputation and the cost of remedying these problems could negatively affect our business, financial condition and operating results.

        Additionally, our existing data center facilities and third-party hosting providers have no obligations to renew their agreements with us on commercially reasonable terms or at all, and certain of the agreements governing these relationships may be terminated by either party at any time. If we are unable to maintain or renew our agreements with these providers on commercially reasonable terms or if in the future we add additional data center facilities or third-party hosting providers, we may experience costs or downtime as we transition our operations.

        Any disruptions or other performance problems with our products could harm our reputation and business and may damage our customers' businesses. Interruptions in our service delivery might reduce our revenue, cause us to issue credits to customers, subject us to potential liability and cause customers to not renew their purchases or our products.

In deploying our cloud-based SaaS products, we rely upon AWS to operate our cloud-based offerings; any disruption or interference with our use of AWS would adversely affect our business, results of operations and financial condition.

        AWS is a third-party provider of cloud infrastructure services. We outsource substantially all of the infrastructure relating to our cloud offerings to AWS. Our Predictive Security Cloud resides on hardware

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owned or leased and operated by us at the AWS data centers. Customers of our cloud-based SaaS products need to be able to access our platform at any time, without interruption or degradation of performance, and we provide them with service level commitments with respect to uptime. Our cloud-based SaaS products depend on protecting the virtual cloud infrastructure hosted in AWS by maintaining its configuration, architecture, features and interconnection specifications, as well as the information stored in these virtual data centers and which third-party internet service providers transmit. Although we have disaster recovery plans that utilize multiple AWS locations, any incident affecting their infrastructure that may be caused by fire, flood, severe storm, earthquake or other natural disasters, cyber attacks, terrorist or other attacks, and other similar events beyond our control could negatively affect our cloud-based SaaS products. For example, in September 2015 and February 2017, AWS suffered significant outages that had a widespread impact on cloud-based software and services companies. Although our customers were not affected by that outage, a similar outage could render our cloud-based offerings inaccessible to customers. A prolonged AWS service disruption affecting our cloud-based offerings for any of the foregoing reasons would negatively impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the AWS services we use.

        In addition, AWS may terminate the agreement with us by providing two years' prior written notice, and may terminate the agreement for cause with 30 days' prior written notice, including any material breach of the agreement by us that we do not cure within the 30-day cure period. In the event that our AWS service agreements are terminated, or there is a lapse of service, elimination of AWS services or features that we utilize, interruption of internet service provider connectivity or damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our cloud offering for deployment on a different cloud infrastructure service provider, which may adversely affect our business, operating results and financial condition.

If we fail to manage our operations infrastructure, our customers may experience service outages and/or delays.

        Our future growth is dependent upon our ability to continue to meet the expanding needs of our customers and to attract new customers. As existing customers gain more experience with our products, they may broaden their reliance on our products, which will require that we expand our operations infrastructure as well as our dependence on third parties to support that infrastructure. We also seek to maintain excess capacity in our operations infrastructure to facilitate the rapid provision of new customer deployments. In addition, we need to properly manage our technological operations infrastructure to support changes in hardware and software parameters and the evolution of our solutions, all of which require significant lead time. If we do not accurately predict our infrastructure requirements, our existing customers may experience service outages that may subject us to financial penalties, financial liabilities and customer losses. If our operations infrastructure fails to keep pace with increased sales, customers may experience delays as we seek to obtain additional capacity, which could adversely affect our reputation and our revenue.

If our customers are unable to implement our products successfully, customer perceptions of our products may be impaired or our reputation and brand may suffer.

        Our products are deployed in a wide variety of IT environments, including large-scale, complex infrastructures. Some of our customers have experienced difficulties implementing our products in the past and may experience implementation difficulties in the future. If our customers are unable to implement our products successfully, customer perceptions of our products may be impaired or our reputation and brand may suffer.

        In addition, for our products to achieve their functional potential, our products must effectively integrate into our customers' IT infrastructures, which have different specifications, utilize varied protocol

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standards, deploy products from multiple different vendors and contain multiple layers of products that have been added over time. Our customers' IT infrastructures are also dynamic, with a myriad of devices and endpoints entering and exiting the customers' IT systems on a regular basis, and our products must be able to effectively adapt to and track these changes.

        Any failure by our customers to appropriately implement our products or any failure of our products to effectively integrate and operate within our customers' IT infrastructures could result in customer dissatisfaction, impact the perceived reliability of our products, result in negative press coverage, negatively affect our reputation and harm our financial results.

We have in the past completed acquisitions and may acquire or invest in other companies or technologies in the future, which could divert management's attention, fail to meet our expectations, result in additional dilution to our stockholders, increase expenses, disrupt our operations or otherwise harm our operating results.

        We have in the past acquired, and we may in the future acquire or invest in, businesses, products or technologies that we believe could complement or expand our platform, enhance our technical capabilities or otherwise offer growth opportunities. For example, in February 2014, we acquired Carbon Black (our name at the time was Bit9, Inc.), a threat detection and response software company; in 2015, we acquired Objective Logistics Inc., a software company, and VisiTrend, Inc., a security analytics company; and in 2016, we acquired Confer Technologies, Inc., a next-generation antivirus software company. We may not be able to fully realize the anticipated benefits of these or any future acquisitions. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses related to identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

        There are inherent risks in integrating and managing acquisitions. If we acquire additional businesses, we may not be able to assimilate or integrate the acquired personnel, operations, products, services and technologies successfully or effectively manage the combined business following the acquisition and our management may be distracted from operating our business. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including, without limitation:

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unanticipated costs or liabilities associated with the acquisition;

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incurrence of acquisition-related costs, which would be recognized as a current period expense;

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inability to generate sufficient revenue to offset acquisition or investment costs;

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the inability to maintain relationships with customers and partners of the acquired business;

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the difficulty of incorporating acquired technology and rights into our platform and of maintaining quality and security standards consistent with our brand;

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delays in customer purchases due to uncertainty related to any acquisition;

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the need to integrate or implement additional controls, procedures and policies;

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challenges caused by distance, language and cultural differences;

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harm to our existing business relationships with business partners and customers as a result of the acquisition;

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the potential loss of key employees;

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use of resources that are needed in other parts of our business and diversion of management and employee resources;

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the inability to recognize acquired deferred revenue in accordance with our revenue recognition policies; and

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use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition.

        Acquisitions also increase the risk of unforeseen legal liability, including for potential violations of applicable law or industry rules and regulations, arising from prior or ongoing acts or omissions by the

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acquired businesses that are not discovered by due diligence during the acquisition process. Generally, if an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our business, results of operations and financial condition.

        In addition, a significant portion of the purchase price of companies we acquire may be allocated to goodwill and other intangible assets, which must be assessed for impairment at least annually. If our acquisitions do not ultimately yield expected returns, we may be required to take charges to our operating results based on our impairment assessment process, which could harm our results of operations.

The failure of our customers to correctly use our products, or our failure to effectively assist customers in installing our products and provide effective ongoing support, may harm our business.

        Our customers depend in large part on customer support delivered by us to resolve issues relating to the use of our products. However, even with our support, our customers are ultimately responsible for effectively using our products, and ensuring that their IT staff is properly trained in the use of our products, and complementary security products. The failure of our customers to correctly use our products, or our failure to effectively assist customers in installing our products and provide effective ongoing support, may result in an increase in the vulnerability of our customers' IT infrastructures and sensitive business data. We are also in the process of expanding our certification program and professional service organization. It can take significant time and resources to recruit, hire and train qualified technical support and service employees. We may not be able to keep up with demand, particularly if the sales of our products exceed our internal forecasts. To the extent that we are unsuccessful in hiring, training and retaining adequate support resources, our ability to provide adequate and timely support to our customers may be negatively impacted, and our customers' satisfaction with our products may be adversely affected. Additionally, in unusual circumstances, if we were to need to rely on our sales engineers to provide post-sales support while we are growing our service organization, our sales productivity may be negatively impacted. Accordingly, our failure to provide satisfactory maintenance and technical support services could have a material and adverse effect on our business and results of operations.

The sales prices of our products and services may decrease, which may reduce our gross profits and adversely impact our financial results.

        The sales prices for our products and services may decline for a variety of reasons, including competitive pricing pressures, discounts, a change in our mix of products and services, anticipation of the introduction of new products or promotional programs. Competition continues to increase in the market segments in which we participate, and we expect competition to further increase in the future, thereby leading to increased pricing pressures. Larger competitors with more diverse product and service offerings may reduce the price of products that compete with ours or may bundle them with other products and services. Additionally, currency fluctuations in certain countries and regions may negatively impact prices that partners and customers are willing to pay in those countries and regions. Furthermore, we anticipate that the sales prices and gross profits for our products will decrease over product life cycles. We cannot be certain that we will be successful in developing and introducing new products with enhanced functionality on a timely basis, or that our new product offerings, if introduced, will enable us to maintain our prices and gross profits at levels that will allow us to maintain positive gross margins and achieve profitability.

We incorporate technology from third parties into our products, and our inability to obtain or maintain rights to the technology could harm our business.

        We incorporate technology from third parties into our products. We cannot be certain that our suppliers and licensors are not infringing the intellectual property rights of third parties or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may sell our products. We may not be able to rely on indemnification obligations of third parties if some of our agreements with our suppliers and licensors may be terminated for convenience by them. If we are unable

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to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against our suppliers and licensors or against us, or if we are unable to continue to obtain such technology or enter into new agreements on commercially reasonable terms, our ability to develop and sell products, subscriptions and services containing such technology could be severely limited, and our business could be harmed. Additionally, if we are unable to obtain necessary technology from third parties, including certain sole suppliers, we may be forced to acquire or develop alternative technology, which may require significant time, cost and effort and may be of lower quality or performance standards. This would limit and delay our ability to offer new or competitive products, and increase our costs of production. If alternative technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our products, subscriptions and services. As a result, our margins, market share and results of operations could be significantly harmed.

Our products contain third-party open source software components, and our failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our products.

        Our products contain software licensed to us by third parties under so-called "open source" licenses. Open source software is typically freely accessible, usable and modifiable. Certain open source software licenses require a user who intends to distribute the open source software as a component of the user's software to disclose publicly part or all of the source code to the user's software. In addition, certain open source software licenses require the user of such software to make any derivative works of the open source code available to others on unfavorable terms or at no cost. This can subject previously proprietary software to open source license terms. From time to time, there have been claims against companies that distribute or use open source software in their products and services, asserting that such open source software infringes the claimants' intellectual property rights. We could be subject to suits by parties claiming that what we believe to be licensed open source software infringes their intellectual property rights. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. In addition, certain open source licenses require that source code for software programs that are subject to the license be made available to the public and that any modifications or derivative works to such open source software continue to be licensed under the same terms.

        Although we monitor our use of open source software in an effort both to comply with the terms of the applicable open source licenses and to avoid subjecting our products to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our products. The terms of certain open source licenses require us to release the source code of our applications and to make our applications available under those open source licenses if we combine or distribute our applications with open source software in a certain manner. In the event that portions of our applications are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all, or a portion of, those applications or otherwise be limited in the licensing of our applications. Disclosing our proprietary source code could allow our competitors to create similar products with lower development effort and time and ultimately could result in a loss of sales for us. Disclosing the source code of our proprietary software could also make it easier for cyber attackers and other third parties to discover vulnerabilities in or to defeat the protections of our products, which could result in our products failing to provide our customers with the security they expect. Any of these events could have a material adverse effect on our business, operating results and financial condition.

        We therefore could also be subject to claims alleging that we have not complied with the restrictions or limitations of the applicable open source software license terms. In that event, we could incur significant legal expenses, be subject to significant damages, be enjoined from further sale and distribution of our products or solutions that use the open source software, be required to pay a license fee, be forced to

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reengineer our products and solutions or be required to comply with the foregoing conditions of the open source software licenses (including the release of the source code to our proprietary software), any of which could adversely affect our business. Even if these claims do not result in litigation or are resolved in our favor or without significant cash settlements, the time and resources necessary to resolve them could harm our business, results of operations, financial condition and reputation.

Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly.

        Our results of operations may fluctuate, in part, because of the resource intensive nature of our sales efforts, the length and variability of our sales cycle and the short-term difficulty in adjusting our operating expenses. Our results of operations depend in part on sales to large organizations. The length of our sales cycle, from proof of concept to delivery of and payment for our platform, is typically three to nine months but can be more than a year for large enterprise customers. To the extent our competitors develop solutions that our prospective customers view as equivalent to ours, our average sales cycle may increase. Because the length of time required to close a sale varies substantially from customer to customer, it is difficult to predict exactly when, or even if, we will make a sale with a potential customer. As a result, large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. The loss or delay of one or more large transactions in a quarter could impact our results of operations for that quarter and any future quarters for which revenue from that transaction is delayed. As a result of these factors, it is difficult for us to forecast our revenue accurately in any quarter. Because a substantial portion of our expenses are relatively fixed in the short term, our results of operations will suffer if our revenue falls below our or analysts' expectations in a particular quarter, which could cause the price of our common stock to decline.

A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks.

        Selling to government entities can be highly competitive, expensive and time-consuming, and often requires significant upfront time and expense without any assurance that we will win a sale. Government demand and payment for our solutions may also be impacted by changes in fiscal or contracting policies, changes in government programs or applicable requirements, the adoption of new laws or regulations or changes to existing laws or regulations, public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our solutions. Government entities also have heightened sensitivity surrounding the purchase of cyber security products due to the critical importance of their IT infrastructures, the nature of the information contained within those infrastructures and the fact that they are highly visible targets for cyber attacks. Accordingly, increasing sales of our products to government entities may be more challenging than selling to commercial organizations, especially given extensive certification, clearance and security requirements. Government agencies may have statutory, contractual or other legal rights to terminate contracts with us or channel partners. Further, in the course of providing our solutions to government entities, our employees and those of our channel partners may be exposed to sensitive government information. Any failure by us or our channel partners to safeguard and maintain the confidentiality of such information could subject us to liability and reputational harm, which could materially and adversely affect our results of operations and financial performance. Governments routinely investigate and audit government contractors' administrative processes, and any unfavorable audit may cause the government to shift away from our solutions and may result in a reduction of revenue, fines or civil or criminal liability if the audit uncovers improper or illegal activities, which could adversely impact our results or operations.

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Our efforts to expand our international sales and operations may increasingly expose us to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations.

        Our reporting currency is the U.S. dollar, and we generate a substantial majority of our revenue and expenses in U.S. dollars. For the year ended December 31, 2017, approximately 5% of our revenue was generated in foreign currencies from customers located outside of the United States. Additionally, for the year ended December 31, 2017, we incurred approximately 9% of our expenses outside of the United States in foreign currencies, primarily the British pound, principally with respect to salaries and related personnel expenses associated with our sales operations. The exchange rate between the U.S. dollar and foreign currencies has fluctuated substantially in recent years and may continue to fluctuate substantially in the future. Accordingly, as we continue with our anticipated international expansion, changes in exchange rates may have an increasingly adverse effect on our business, operating results and financial condition. To date, we have not engaged in any hedging strategies, and any such strategies, such as forward contracts, options and foreign exchange swaps related to transaction exposures that we may implement to mitigate this risk may not eliminate our exposure to foreign exchange fluctuations.

Changes in or interpretations of financial accounting standards may cause an adverse impact to our reported results of operations.

        We prepare our consolidated financial statements in conformity with generally accepted accounting principles in the United States, or GAAP. These principles are subject to interpretation by the Securities and Exchange Commission, or SEC, and various bodies formed to interpret and create appropriate accounting standards. It is possible that future requirements, including the released guidance related to revenue recognition (ASU 2014-09, Revenue from Contracts with Customers: Topic 606) described below, could change our current application of GAAP, resulting in a material adverse impact on our reported results of operations or financial position, and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may harm our operating results or the way we conduct our business.

        In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606, or ASC 606, to supersede nearly all existing revenue recognition guidance under GAAP. Effective January 1, 2018, we will be required to adopt ASC 606. We are currently evaluating the impact that adoption of ASC 606 will have on our consolidated financial statements. We plan to adopt ASC 606 as of January 1, 2018 on a full retrospective basis, which will result in us recasting prior year consolidated financial statements to reflect the provisions of the new standard. While our assessment is preliminary, we have reached some conclusions on key accounting assessments related to the impact of the new standard, which are described in Note 21 to our consolidated financial statements appearing at the end of this prospectus.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

        We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our products, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms

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satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely affected.

Our existing credit agreement contains operating and financial covenants that may adversely impact our business and the failure to comply with such covenants could prevent us from borrowing funds and could cause any outstanding debt to become immediately payable.

        We are a party to a line of credit with Silicon Valley Bank. Borrowings under this line of credit are secured by substantially all of our assets, excluding certain intellectual property rights. We are also subject to various financial reporting requirements and financial covenants under the line of credit, including maintaining specified liquidity measurements. In addition, there are negative covenants restricting our activities, including limitations on dispositions, mergers or acquisitions; encumbering intellectual property; incurring indebtedness or liens; paying dividends and redeeming or repurchasing capital stock; making certain investments; and engaging in certain other business transactions. The obligations under the line of credit are subject to acceleration upon the occurrence of specified events of default, including a material adverse change in our business, operations or financial or other condition. These restrictions and covenants, as well as those contained in any future financing agreements that we may enter into, may restrict our ability to finance our operations and to engage in, expand or otherwise pursue our business activities and strategies. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under the credit agreement and any future financial agreements that we may enter into. If not waived, defaults could cause our outstanding indebtedness under our credit agreement and any future financing agreements that we may enter into to become immediately due and payable. See the information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Funds" for a more detailed description of our credit agreement.

Our business is subject to the risks of earthquakes, fire, power outages, floods and other catastrophic events, and to interruption by manmade problems such as terrorism.

        A significant natural disaster, such as an earthquake, fire or a flood, or a significant power outage could have a material adverse impact on our business, operating results and financial condition. In addition, natural disasters could affect our channel partners' ability to perform services for us on a timely basis. In the event we or our channel partners are hindered by any of the events discussed above, our ability to provide our products to customers could be delayed.

        In addition, our facilities and those of our third-party data centers and hosting providers are vulnerable to damage or interruption from human error, intentional bad acts, pandemics, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. The occurrence of a natural disaster, power failure or an act of terrorism, vandalism or other misconduct, a decision by a third party to close a facility on which we rely without adequate notice, or other unanticipated problems could result in lengthy interruptions in provision or delivery of our products, potentially leaving our customers vulnerable to cyber attacks. The occurrence of any of the foregoing events could damage our systems and hardware or could cause them to fail completely, and our insurance may not cover such events or may be insufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business, that may result from interruptions in our platform as a result of system failures.

        All of the aforementioned risks may be exacerbated if the disaster recovery plans for us and our third-party data centers and hosting providers prove to be inadequate. To the extent that any of the above results in delayed or reduced customer sales, our business, financial condition and results of operations could be adversely affected.

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Risks Related to Government Regulation, Data Collection, Intellectual Property and Litigation

Failure to comply with governmental laws and regulations could harm our business.

        Our business is subject to regulation by various federal, state, local and foreign governments. In certain jurisdictions, these regulatory requirements may be more stringent than those in the United States. Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, injunctions or other collateral consequences. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations and financial condition could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management's attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, reputation, results of operations and financial condition.

We are subject to governmental export controls and economic sanctions regulations that could impair our ability to compete in international markets and/or subject us to liability if we are not in compliance with applicable laws.

        Like other U.S.-origin cyber security products, our products are subject to U.S. export control laws and regulations, including the U.S. Export Administration Regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department's Office of Foreign Assets Control. Exports of these products must be made in compliance with these laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil and criminal penalties, including fines for our company and responsible employees or managers, and, in extreme cases, incarceration of responsible employees and managers and the possible loss of export privileges. Complying with export control laws and regulations, including obtaining the necessary licenses or authorizations, for a particular sale may be time-consuming, is not guaranteed and may result in the delay or loss of sales opportunities. Changes in export or sanctions laws and regulations, shifts in the enforcement or scope of existing laws and regulations, or changes in the countries, governments, persons or products targeted by such laws and regulations, could also result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers. A decreased use of our products or limitation on our ability to export or sell our products could adversely affect our business, financial condition and results of operations.

        Further, our products incorporate encryption technology. These encryption products may be exported outside of the United States only with the required export authorizations, including by a license, a license exception or other appropriate government authorizations; such items may also be subject to certain regulatory reporting requirements. Further, U.S. export control laws and economic sanctions prohibit the shipment or provision of certain products to U.S.-embargoed or sanctioned countries, governments or persons as well as the exposure of software code to nationals of embargoed countries. Although we take precautions to prevent our products from being provided or exposed to those subject to U.S. sanctions, such measures may be circumvented or inadvertently violated.

        In addition, various countries regulate the import and domestic use of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit our customers' ability to implement our products in those countries.

        Multinational efforts are currently underway as part of the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies, or the Wassenaar Arrangement, to impose additional restrictions on certain cyber security products. To implement the controls under the Wassenaar Arrangement in the United States, on May 20, 2015, the U.S. Department of Commerce's Bureau of Industry and Security, or BIS, published a proposed rule for public comment that would amend the Export Administration Regulations with regard to exports, reexports and transfers (in-country) of specified intrusion software, surveillance items and related software and technology. Under the proposed rule, intrusion software and surveillance items were defined broadly and would have established an export

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license requirement for all countries other than the United States and Canada for many commercially available penetration testing and network monitoring products. The proposed rule was ultimately withdrawn due to wide public objection, and the United States has agreed to renegotiate the breath of the language under the Wassenaar Arrangement. Should the United States adopt an onerous policy, this could affect our business and could result in loss of potential market in certain countries, increased administrative costs and delays or loss of sales opportunities.

Failure to comply with applicable anti-corruption legislation could result in fines, criminal penalties and materially adversely affect our business, financial condition and results of operations.

        We are required to comply with anti-corruption and anti-bribery laws in the jurisdictions in which we operate, including the Foreign Corrupt Practices Act, or FCPA, in the United States, the UK Bribery Act, or the Bribery Act, and other similar laws in other countries in which we do business. As a result of doing business in foreign countries, including through channel partners and agents, we will be exposed to a risk of violating anti-corruption laws. Some of the international locations in which we will operate have developing legal systems and may have higher levels of corruption than more developed nations. The FCPA prohibits providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. We may deal with both governments and state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. The provisions of the Bribery Act extend beyond bribery of foreign public officials and are more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments and penalties.

        Although we have adopted policies and procedures designed to ensure that we, our employees and third-party agents will comply with such laws, there can be no assurance that such policies or procedures will work effectively at all times or protect us against liability under these or other laws for actions taken by our employees, channel partners and other third parties with respect to our business. If we are not in compliance with anti-corruption laws and other laws governing the conduct of business with government entities and/or officials (including local laws), we may be subject to criminal and civil penalties and other remedial measures, which could harm our business, financial condition, results of operations, cash flows and prospects. In addition, investigations of any actual or alleged violations of such laws or policies related to us could harm our business, financial condition, results of operations, cash flows and prospects.

Because our products may collect and store user and related information, domestic and international privacy and cyber security concerns, and other laws and regulations, could result in additional costs and liabilities to us or inhibit sales of our products.

        We, our channel partners and our customers are subject to a number of domestic and international laws and regulations that apply to online services and the internet generally. These laws, rules and regulations address a range of issues including data privacy and cyber security, breach notification and restrictions or technological requirements regarding the collection, use, storage, protection, retention or transfer of data. The regulatory framework for online services, data privacy and cyber security issues worldwide can vary substantially from jurisdiction to jurisdiction, is rapidly evolving and is likely to remain uncertain for the foreseeable future. Many federal, state and foreign government bodies and agencies have adopted or are considering adopting laws, rules and regulations regarding the collection, use, storage and disclosure of information, web browsing and geolocation data collection, data analytics, cyber security and breach response and notification procedures. Interpretation of these laws, rules and regulations and their application to our products in the United States and foreign jurisdictions is ongoing and cannot be fully determined at this time.

        In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, Computer Fraud and Abuse Act, HIPAA, the Gramm Leach Bliley Act and state breach notification laws, other state laws and regulations

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applicable to privacy and data security, as well as regulator enforcement positions and expectations reflected in federal and state regulatory actions, settlements, consent decrees and guidance documents.

        Internationally, virtually every jurisdiction in which we operate and have customers and/or have prospective customers to which we market has established its own data security and privacy legal frameworks with which we, our channel partners or our customers must comply. Further, many federal, state and foreign government bodies and agencies have introduced, and are currently considering, additional laws and regulations. If passed, we will likely incur additional expenses and costs associated with complying with such laws, as well as face heightened potential liability if we are unable to comply with these laws.

        Laws in the European Economic Area, or EEA, regulate transfers of EU personal data to third countries, such as the United States, that have not been found to provide adequate protection to such personal data. We have in the past relied upon adherence to the U.S. Department of Commerce's U.S.-EU Safe Harbor Framework which established a means for legitimating the transfer of personal data from the EEA to the United States. However, the Court of Justice of the European Union invalidated the U.S.-EU Safe Harbor Framework in October 2015 and, in February 2016, EU and U.S. negotiators agreed to a new framework, the EU-U.S. Privacy Shield, which came into effect in July 2016. However, there are recent regulatory concerns about this framework, as well as litigation challenging other EU mechanisms for adequate data transfer (i.e., the standard contractual clauses). We are currently in the process of certifying under the EU-U.S. Privacy Shield, and rely on a mixture of mechanisms to transfer EU personal data to the United States. We could be impacted by changes in law as a result of the current challenges to these mechanisms by regulators and in the European courts which may lead to governmental enforcement actions, litigation, fines and penalties or adverse publicity, which could have an adverse effect on our reputation and business.

        On April 27, 2016, the European Union adopted the General Data Protection Regulation 2016/679, or GDPR, that will take effect on May 25, 2018 replacing the current data protection laws of each EU member state. The GDPR applies to any company established in the EU as well as to those outside the EU if they collect and use personal data in connection with the offering of goods or services to individuals in the EU or the monitoring of their behavior (for example, through email monitoring). The GDPR enhances data protection obligations for processors and controllers of personal data, including, for example, expanded disclosures about how personal information is to be used, limitations on retention of information, mandatory data breach notification requirements and onerous new obligations on services providers. Non-compliance with the GDPR can trigger steep fines of up to €20 million or 4% of total worldwide annual turnover, whichever is higher. Given the breadth and depth of changes in data protection obligations, preparing to meet the GDPR's requirements before its application on May 25, 2018 requires time, resources and a review of the technology and systems currently in use against the GDPR's requirements. We have engaged a third party to assist us in undertaking a data protection review, and are in the process of implementing remedial changes towards GDPR compliance. Separate EU laws and regulations (and member states' implementations thereof) govern the protection of consumers and of electronic communications and these are also evolving. For instance, the current European laws that cover the use of cookies and similar technology and marketing online or by electronic means are under reform. A draft of the new ePrivacy Regulation extends the strict opt-in marketing rules with limited exceptions to business-to-business communications, alters rules on third-party cookies, web beacons and similar technology and significantly increases penalties. We cannot yet determine the impact such future laws, regulations, and standards may have on our business. Such laws and regulations are often subject to differing interpretations and may be inconsistent among jurisdictions. We may incur substantial expense in complying with the new obligations to be imposed by the GDPR and we may be required to make significant changes in our business operations and product and services development, all of which may adversely affect our revenues and our business.

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        We and our customers are at risk of enforcement actions taken by certain EU data protection authorities until such point in time that we may be able to ensure that all transfers of personal data to us from the EEA are conducted in compliance with all applicable regulatory obligations, the guidance of data protection authorities and evolving best practices. We may find it necessary to establish systems to maintain personal data originating from the EU in the EEA, which may involve substantial expense and may cause us to need to divert resources from other aspects of our business, all of which may adversely affect our business.

        Because the interpretation and application of privacy and data protection laws are still uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing practices or the features of our products. We may also be subject to claims of liability or responsibility for the actions of third parties with whom we interact or upon whom we rely in relation to various products, including but not limited to vendors and business partners. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our products, which could have an adverse effect on our business. Any inability to adequately address privacy and/or data concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business.

        The costs of compliance with, and other burdens imposed by, the laws, rules, regulations and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our software. Even the perception of privacy concerns, whether or not valid, may harm our reputation, inhibit adoption of our products by current and future customers, or adversely impact our ability to attract and retain workforce talent. Our failure to comply with applicable laws and regulations, or to protect such data, could result in enforcement action against us, including fines, imprisonment of company officials and public censure, claims for damages by customers and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have a material adverse effect on our operations, financial performance and business.

Our intellectual property rights are valuable and any inability to protect our proprietary technology and intellectual property rights could substantially harm our business and operating results.

        Our future success and competitive position depend in part on our ability to protect our intellectual property and proprietary technologies. To safeguard these rights, we rely on a combination of patent, trademark, copyright and trade secret laws and contractual protections in the United States and other jurisdictions, all of which provide only limited protection and may not now or in the future provide us with a competitive advantage. We maintain a program of identifying technology appropriate for patent protection. Our practice is to require employees and consultants to execute non-disclosure and proprietary rights agreements upon commencement of employment or consulting arrangements. These agreements acknowledge our exclusive ownership of all intellectual property developed by the individuals during their work for us and require that all proprietary information disclosed will remain confidential. Such agreements may not be enforceable in full or in part in all jurisdictions and any breach could have a negative effect on our business and our remedy for such breach may be limited.

        We have approximately 20 U.S. patents and patent applications relating to our products. We cannot be certain that any patents will issue from any patent applications, that patents that issue from such applications will give us the protection that we seek or that any such patents will not be challenged, invalidated, or circumvented. Any patents that may issue in the future from our pending or future patent applications may not provide sufficiently broad protection and may not be enforceable in actions against alleged infringers. We have registered the "Carbon Black," "Arm Your Endpoints" and "Bit9" names and logos in the United States and certain other countries. We have registrations and/or pending applications for additional marks in the United States and other countries, including the "Predictive Security Cloud";

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however, we cannot be certain that any future trademark registrations will be issued for pending or future applications or that any registered trademarks will be enforceable or provide adequate protection of our proprietary rights. We also license software from third parties for integration into our products, including open source software and other software available on commercially reasonable terms. We cannot be certain that such third parties will maintain such software or continue to make it available.

        In order to protect our unpatented proprietary technologies and processes, we rely on trade secret laws and confidentiality agreements with our employees, consultants, channel partners, vendors and others. Despite our efforts to protect our proprietary technology and trade secrets, unauthorized parties may attempt to misappropriate, reverse engineer or otherwise obtain and use them. In addition, others may independently discover our trade secrets, in which case we would not be able to assert trade secret rights, or develop similar technologies and processes. Further, the contractual provisions that we enter into may not prevent unauthorized use or disclosure of our proprietary technology or intellectual property rights and may not provide an adequate remedy in the event of unauthorized use or disclosure of our proprietary technology or intellectual property rights. Moreover, policing unauthorized use of our technologies, trade secrets and intellectual property is difficult, expensive and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak. We may be unable to determine the extent of any unauthorized use or infringement of our products, technologies or intellectual property rights.

        From time to time, legal action by us may be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the intellectual property rights of others or to defend against claims of infringement or invalidity. Such litigation could result in substantial costs and diversion of resources and could negatively affect our business, operating results and financial condition.

Assertions by third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and harm our business and operating results.

        Patent and other intellectual property disputes are common in our industry. Some companies, including some of our competitors, some of whom have substantially more resources and have been developing relevant technologies for much longer than us, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. Third parties have in the past and may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against us. They may also assert such claims against our customers or channel partners, whom we typically indemnify against claims that our products infringe, misappropriate or otherwise violate the intellectual property rights of third parties. If we do infringe a third party's rights and are unable to provide a sufficient workaround, we may need to negotiate with holders of those rights to obtain a license to those rights or otherwise settle any infringement claim as a party that makes a claim of infringement against us may obtain an injunction preventing us from shipping products containing the allegedly infringing technology. As the number of products and competitors in our market increase and overlaps occur, claims of infringement, misappropriation and other violations of intellectual property rights may increase. Any claim of infringement, misappropriation or other violation of intellectual property rights by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and could distract our management from our business. For example, on April 6, 2018, we agreed to pay $3.9 million pursuant to a settlement agreement with a non-practicing entity that claimed we infringed upon certain patents held by such entity. See Note 21 to our consolidated financial statements appearing at the end of this prospectus.

        The patent portfolios of our most significant competitors are larger than ours. This disparity may increase the risk that they may sue us for patent infringement and may limit our ability to counterclaim for patent infringement or settle through patent cross-licenses. In addition, future assertions of patent rights by third parties, and any resulting litigation, may involve patent holding companies or other adverse patent

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owners who have no relevant product revenues and against whom our own patents may therefore provide little or no deterrence or protection. There can be no assurance that we will not be found to infringe or otherwise violate any third-party intellectual property rights or to have done so in the past.

        An adverse outcome of a dispute may require us to:

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pay substantial damages, including treble damages, if we are found to have willfully infringed a third party's patents or copyrights;

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cease making, licensing or using products that are alleged to infringe or misappropriate the intellectual property of others;

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expend additional development resources to attempt to redesign our products or otherwise develop non-infringing technology, which may not be successful;

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enter into potentially unfavorable royalty or license agreements to obtain the right to use necessary technologies or intellectual property rights;

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take legal action or initiate administrative proceedings to challenge the validity and scope of the third-party rights or to defend against any allegations of infringement; and

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indemnify our partners and other third parties.

        In addition, royalty or licensing agreements, if required or desirable, may be unavailable on terms acceptable to us, or at all, and may require significant royalty payments and other expenditures. Some licenses may also be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. Any of the foregoing events could seriously harm our business, financial condition and results of operations.

Confidentiality arrangements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

        We have devoted substantial resources to the development of our technology, business operations and business plans. In order to protect our trade secrets and proprietary information, we rely in significant part on confidentiality arrangements with our employees, licensees, independent contractors, advisors, channel partners and customers. These arrangements may not be effective to prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, if others independently discover trade secrets and proprietary information, we would not be able to assert trade secret rights against such parties. Effective trade secret protection may not be available in every country in which our products are available or where we have employees or independent contractors. The loss of trade secret protection could make it easier for third parties to compete with our products by copying functionality. In addition, any changes in, or unexpected interpretations of, the trade secret and employment laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may be subject to damages resulting from claims that our employees or contractors have wrongfully used or disclosed alleged trade secrets of their former employers or other parties.

        We could in the future be subject to claims that employees or contractors, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of our competitors or other parties. Litigation may be necessary to defend against these claims. If we fail in defending against such claims, a court could order us to pay substantial damages and prohibit us from using technologies or features that are essential to our products, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of these parties. In addition, we may lose

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valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to develop, market and support potential products or enhancements, which could severely harm our business. Even if we are successful in defending against these claims, such litigation could result in substantial costs and be a distraction to management.

Our operating results may be harmed if we are required to collect sales and use or other related taxes for our products in jurisdictions where we have not historically done so.

        Taxing jurisdictions, including state, local and foreign taxing authorities, have differing rules and regulations governing sales and use or other taxes, and these rules and regulations are subject to varying interpretations that may change over time. In particular, significant judgment is required in evaluating our tax positions and our worldwide provision for taxes. While we believe that we are in material compliance with our obligations under applicable taxing regimes, one or more states, localities or countries may seek to impose additional sales or other tax collection obligations on us, including for past sales by us or our channel partners. It is possible that we could face sales tax audits and that such audits could result in tax-related liabilities for which we have not accrued. A successful assertion that we should be collecting additional sales or other taxes on our products in jurisdictions where we have not historically done so and do not accrue for sales taxes could result in substantial tax liabilities for past sales, discourage customers from purchasing our products or otherwise harm our business and operating results.

        In addition, our tax obligations and effective tax rates could be adversely affected by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations, including those relating to income tax nexus, by recognizing tax losses or lower than anticipated earnings in jurisdictions where we have lower statutory rates and higher than anticipated earnings in jurisdictions where we have higher statutory rates, by changes in foreign currency exchange rates, or by changes in the valuation of our deferred tax assets and liabilities. Although we believe our tax estimates are reasonable, the final determination of any tax audits or litigation could be materially different from our historical tax provisions and accruals, which could have a material adverse effect on our operating results or cash flows in the period or periods for which a determination is made.

Comprehensive tax reform legislation could adversely affect our business and financial condition.

        The U.S. government has recently enacted comprehensive tax legislation that includes significant changes to the taxation of business entities, referenced herein as the Tax Reform Act. These changes include, among others, a permanent reduction to the corporate income tax rate, limiting interest deductions, adopting elements of a territorial tax system, assessing a repatriation tax or "toll-charge" on undistributed earnings and profits of U.S.-owned foreign corporations, and introducing certain anti-base erosion provisions. The overall impact of this tax reform is uncertain, and our business and financial condition, including with respect to our non-U.S. operations, could be adversely affected. The overall impact of the Tax Reform Act on stockholders is uncertain, and this prospectus does not address, other than as expressly addressed herein, the manner in which it may affect purchasers of our common stock. We urge investors to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our common shares.

We may not be able to utilize a significant portion of our net operating loss carryforwards and research and development tax credit carryforwards.

        As of December 31, 2017, we had federal and state net operating loss carryforwards of $231.0 million and $153.8 million, respectively, which if not utilized will begin to expire in 2023 and 2018, respectively, and federal and state research and development tax credit carryforwards of $4.2 million and $2.4 million, respectively, which if not utilized will begin to expire in 2026 and 2021, respectively. These net operating loss and tax credit carryforwards could expire unused and be unavailable to offset our future income tax liabilities. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, and corresponding provisions of state law, if a corporation undergoes an "ownership change," which is

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generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation's ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be limited. We have not determined if we have experienced Section 382 ownership changes in the past and if a portion of our net operating loss and tax credit carryforwards is subject to an annual limitation under Section 382. In addition, we may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, including this offering, some of which may be outside of our control. If we determine that an ownership change has occurred and our ability to use our historical net operating loss and tax credit carryforwards is materially limited, it would harm our future operating results by effectively increasing our future tax obligations.

Risk Related to Our Common Stock and this Offering

Our stock price may be volatile, and you may lose some or all of your investment.

        The initial public offering price for the shares of our common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of the market price of our common stock following this offering. The market price of our common stock may be highly volatile and may fluctuate substantially as a result of a variety of factors, some of which are related in complex ways, including:

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actual or anticipated fluctuations in our financial condition and operating results;

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variance in our financial performance from expectations of securities analysts;

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changes in the prices of our products;

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changes in our projected operating and financial results;

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changes in laws or regulations applicable to our products;

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announcements by us or our competitors of significant business developments, acquisitions or new products;

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our involvement in any litigation;

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our sale of our common stock or other securities in the future;

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changes in senior management or key personnel;

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trading volume of our common stock;

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changes in the anticipated future size and growth rate of our market; and

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general economic, regulatory and market conditions.

        The stock markets are subject to extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may negatively impact the market price of our common stock. If the market price of our common stock after this offering does not exceed the initial public offering price, you may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial costs and divert our management's attention.

No public market for our common stock currently exists, and an active public trading market may not develop or be sustained following this offering.

        No public market for our common stock currently exists. An active public trading market may not develop following the completion of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that

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you consider reasonable. The lack of an active market may also reduce the fair value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.

        The trading market for our common stock will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If our financial performance fails to meet analyst estimates or one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

The issuance of additional stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will dilute all other stockholders.

        Our amended and restated certificate of incorporation, which will become effective upon the closing of this offering, authorizes us to issue up to            shares of common stock and up to            shares of preferred stock with such rights and preferences as may be determined by our board of directors. Subject to compliance with applicable rules and regulations, we may issue our shares of common stock or securities convertible into our common stock from time to time in connection with a financing, acquisition, investment, our stock incentive plans or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.

We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

        We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. In addition, our ability to pay cash dividends is currently limited by the terms of our credit agreements, and any future credit agreements may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Concentration of ownership among our directors, executive officers and holders of 5% or more of our outstanding common stock may prevent new investors from influencing significant corporate decisions.

        Following this offering, our directors, executive officers and holders of more than 5% of our common stock, some of whom are represented on our board of directors, together with their affiliates will beneficially own        % of the voting power of our outstanding capital stock. As a result, these stockholders will, immediately following this offering, be able to determine the outcome of matters submitted to our stockholders for approval. Some of these persons or entities may have interests that are different from yours, and this ownership could affect the value of your shares of common stock if, for example, these stockholders elect to delay, defer or prevent a change in corporate control, merger, consolidation, takeover or other business combination. This concentration of ownership may also adversely affect the market price of our common stock.

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Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

        Our management will have broad discretion to use the net proceeds from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply the net proceeds in ways that increase the value of your investment. We currently intend to use a majority of the net proceeds from this offering to invest further in our sales and marketing activities to grow our customer base, to fund our research and development efforts to enhance our technology platform and product functionality, to pay general and administrative expenses and to fund our other growth strategies described elsewhere in this prospectus. We may also use a portion of the net proceeds for the acquisition of complementary businesses, technologies or other assets, although we currently have no agreements, commitments or understandings with respect to any such transactions. Until we use the net proceeds from this offering, we plan to invest them, and these investments may not yield a favorable rate of return. See "Use of Proceeds" for a more detailed description of our intended use of the net proceeds from this offering. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

Future sales of our common stock in the public market could cause our share price to decline.

        After this offering, there will be              shares of our common stock outstanding, assuming no exercise of the underwriters' over-allotment option. Sales of a substantial number of shares of our common stock in the public market after this offering, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. All of the shares sold in this offering will be freely transferable without restrictions or further registration under the Securities Act of 1933, except for any shares acquired by our affiliates, as defined in Rule 144 under the Securities Act. The remaining               shares outstanding after this offering will be restricted as a result of securities laws, lock-up agreements or other contractual restrictions that restrict transfers for 180 days after the date of this prospectus.

        Additionally, following the completion of this offering, stockholders holding approximately        % of our common stock outstanding will, after the expiration of the lock-up periods specified above, have the right, subject to various conditions and limitations, to include their shares of our common stock in registration statements relating to our securities. If the offer and sale of these shares are registered, they will be freely tradable without restriction under the Securities Act. Shares of common stock sold under such registration statements can be freely sold in the public market. In the event such registration rights are exercised and a large number of shares of common stock are sold in the public market, such sales could reduce the trading price of our common stock. See "Description of Capital Stock—Registration Rights" and "Shares Eligible for Future Sale—Lock-Up Agreements" for a more detailed description of these registration rights and the lock-up period.

        We intend to file a registration statement on Form S-8 under the Securities Act to register the total number of shares of our common stock that may be issued under our equity incentive plans. See the information under the heading "Shares Eligible for Future Sale—Registration Statement on Form S-8" for a more detailed description of the shares of common stock that will be available for future sale upon the registration and issuance of such shares, subject to any applicable vesting or lock-up period or other restrictions provided under the terms of the applicable plan and/or the restricted stock unit, or RSU, agreements and option agreements entered into with the RSU and option holders. In addition, in the future we may issue common stock or other securities if we need to raise additional capital. The number of new shares of our common stock issued in connection with raising additional capital could constitute a material portion of the then outstanding shares of our common stock.

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If you purchase shares of our common stock in this offering, you will experience substantial and immediate dilution.

        If you purchase shares of our common stock in this offering, you will experience substantial and immediate dilution of $         per share in the pro forma as adjusted net tangible book value per share after giving effect to this offering, based on an assumed public offering price of $          per share, which is the midpoint of the price range set forth on the cover page of this prospectus, because the price that you pay will be substantially greater than the pro forma as adjusted net tangible book value per share of the common stock that you acquire. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares of our capital stock. In addition, you will experience additional dilution upon exercise of any warrant, upon settlement of RSUs, and upon exercise of options to purchase common stock under our equity incentive plans, if we issue restricted stock to our employees under our equity incentive plans or if we otherwise issue additional shares of our common stock. For a further description of the dilution that you will experience immediately after this offering, see "Dilution."

We are an "emerging growth company" and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

        We are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

        As a public company, and particularly after we are no longer an "emerging growth company," we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of The Nasdaq Global Select Market and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors' and officers' liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.

        We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until our first annual report

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required to be filed with the SEC following the date we are no longer an "emerging growth company," as defined in the JOBS Act. We will be required to disclose significant changes made in our internal control procedures on a quarterly basis.

        We have commenced the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, and we may not be able to complete our evaluation, testing and any required remediation in a timely fashion. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

        During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. We cannot be certain that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by The Nasdaq Global Select Market, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Anti-takeover provisions in our charter documents and Delaware law may delay or prevent an acquisition of our company, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

        Our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law contain provisions that may have the effect of delaying or preventing a change in control of us or changes in our management. Our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective upon the closing of this offering, include provisions that:

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authorize "blank check" preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock;

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provide for a classified board of directors whose members serve staggered three-year terms;

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specify that special meetings of our stockholders can be called only by a majority of the members of our board of directors then in office and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders;

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prohibit stockholder action by written consent;

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establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;

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provide that our directors may be removed only for cause;

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provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;

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specify that no stockholder is permitted to cumulate votes at any election of directors;

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authorize our board of directors to modify, alter or repeal our amended and restated bylaws; and

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require supermajority votes of the holders of our common stock to amend specified provisions of our charter documents.

        These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

        In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us in certain circumstances.

        Any provision of our amended and restated certificate of incorporation, amended and restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

Our amended and restated bylaws will designate the Court of Chancery of the State of Delaware or the United States District Court for the District of Massachusetts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

        Pursuant to our amended and restated bylaws, as will be in effect upon the completion of this offering, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of or based on a breach of a fiduciary duty owed by any of our current or former directors, officers or other employees to us or our stockholders, (3) any action asserting a claim against us or any of our current or former directors, officers, employees or stockholders arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated bylaws or our amended and restated bylaws or (4) any action asserting a claim governed by the internal affairs doctrine. Our amended and restated bylaws will further provide that the United States District Court for the District of Massachusetts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. In addition, our amended and restated bylaws will provide that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the foregoing provisions. The forum selection clauses in our amended and restated bylaws may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

50

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. The words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "predict," "project," "will," "would," or the negative of these words or other similar terms or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about:

•

the growth in the market for next-generation endpoint security solutions and future cyber security spending;

•

changes in the nature and quantity of advanced cyber attacks facing our customers and prospects;

•

our predictions about the market transition from legacy antivirus solutions to next-generation endpoint security solutions;

•

our ability to acquire new customers, retain customers and grow revenue from existing customers;

•

our ability to maintain and expand relationships with our channel and strategic partners;

•

our ability to train support personnel;

•

our ability to grow our business, both domestically and internationally;

•

our ability to continue to innovate and enhance our technology platform and product functionality;

•

our ability to acquire complementary businesses, technology and assets;

•

the effects of increased competition and our ability to compete effectively;

•

our ability to adapt to technological change and effectively enhance, innovate and scale our solutions;

•

our ability to maintain, protect and enhance our intellectual property;

•

costs associated with defending intellectual property infringement and other claims;

•

our ability to effectively manage or sustain our growth and to attain and sustain profitability;

•

our ability to diversify our sources of revenue;

•

our future financial and operating results, including our revenue, cost of revenue, gross profit or gross margin, operating expenses (including changes in sales and marketing, research and development and general and administrative expenses) and backlog;

•

our future revenue, hiring plans, expenses, capital expenditures, capital requirements and stock performance;

•

our future products and product features;

•

our expectations concerning our customer retention rates;

•

our expected use of proceeds;

•

our ability to maintain, or strengthen awareness of, our brand;

•

perceived or actual security, integrity, reliability, quality or compatibility problems with our solutions, including related to security breaches in our or our customers' systems, unscheduled downtime or outages;

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•

our ability to attract and retain qualified employees and key personnel and expand our overall headcount;

•

our ability to stay abreast of new or modified laws and regulations faced by our customers and that currently apply or become applicable to our business both in the United States and internationally, including laws and regulations related to export compliance; and

•

the future trading prices of our common stock and the impact of securities analysts' reports on these prices.

        We might not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus, particularly in the section titled "Risk Factors," which could cause actual results or events to differ materially from the forward-looking statements that we make. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus.

        You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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MARKET AND INDUSTRY DATA

        This prospectus contains estimates and other statistical data, including those relating to our industry and the market in which we operate, that we have obtained or derived from industry publications and reports, including those listed below. These industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Based on our industry experience, we believe that the publications and reports are reliable and that the conclusions contained in the publications and reports are reasonable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled "Risk Factors." These and other factors could cause our actual results to differ materially from those expressed in the industry publications and reports.

        Certain information in the text of this prospectus is contained in independent industry publications and reports. The source of these independent industry publications is provided below:

•

AV-TEST, Security Report 2016/17.

•

Enterprise Management Associates, 2017 Next-Generation Endpoint Security Vendor Landscape and Five-Year Market Forecast.

•

Forrester Research, The Forrester Wave^TM: Managed Security Services Providers, North America, Q3 2016, The 11 Providers That Matter Most And How They Stack Up, August 30, 2016.

•

Forrester Research, The Forrester Wave^TM: Endpoint Security Suites, Q4 2016, The 15 Providers That Matter Most And How They Stack Up, October 19, 2016.

•

International Data Corporation, IDC MarketScape: Worldwide Endpoint Specialized Threat Analysis and Protection 2017 Vendor Assessment, April 2017.

•

International Data Corporation, IDC Semiannual Public Cloud Services Tracker, November 17, 2017.

•

International Data Corporation, Forecast Data of Cloud Infrastructure and Cloud Software Vendor Revenue 2012-2021.

•

International Data Corporation, Worldwide Endpoint Security Market Shares, 2016: Competition Gets Fierce.

•

International Data Corporation, Worldwide IT Asset Management Software Forecast, 2017-2021, May 2017.

•

International Data Corporation, Worldwide Semiannual Security Spending Guide, August 2017.

•

International Data Corporation, Worldwide Virtual Machine Software Market Shares, 2016: Enterprise Virtualization Remains a Datacenter Mainstay, December 2017.

•

MRG Effitas Ltd., Efficacy Assessment of Cb Defense Against Ransomware, September 2017.

•

Ponemon Institute and Accenture, 2017 Cost of Cyber Crime Study: Insights on the Security Investments that Make a Difference.

•

Ponemon Institute and Carbonite, The Rise of Ransomware, January 2017.

•

Ponemon Institute and IBM Security, 2017 Cost of Data Breach Study: Global Overview, June 2017.

53

USE OF PROCEEDS

        We estimate that the net proceeds from the sale of shares of our common stock in this offering will be approximately $           million, based upon an assumed initial public offering price of $          per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters' over-allotment option to purchase additional shares from us is exercised in full, we estimate that our net proceeds would be approximately $           million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        A $1.00 increase (decrease) in the assumed initial public offering price of $          per share would increase (decrease) the net proceeds that we receive from this offering by approximately $           million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 shares in the number of shares of common stock offered by us would increase (decrease) the net proceeds that we receive from this offering by approximately $           million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        The principal reasons for this offering are to create a public market for shares of our common stock, obtain additional capital and to facilitate our future access to public equity markets. We cannot specify with certainty all of the particular uses for the remaining net proceeds from the offering. We have not quantified or allocated any specific portion of the net proceeds or range of the net proceeds to any particular purpose. We anticipate that we will use a majority of the net proceeds we receive from this offering, including any net proceeds we receive from the exercise of the underwriters' over-allotment option to acquire additional shares of common stock, to invest further in our sales and marketing activities to grow our customer base, to fund our research and development efforts to enhance our technology platform and product functionality, and to pay anticipated general and administrative expenses. We also intend to use proceeds from this offering to fund our other growth strategies described elsewhere in this prospectus. We may use a portion of the net proceeds for the acquisition of businesses, technologies or other assets that we believe are complementary to our own, although we currently have no agreements, commitments or understandings with respect to any such transaction.

        The amount of what, and timing of when, we actually spend for these purposes may vary significantly and will depend on a number of factors, including our future revenue and cash generated by operations and the other factors described in the section titled "Risk Factors." Accordingly, our management will have broad discretion in applying the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds from this offering. Pending these uses, we intend to invest the remaining net proceeds in high-quality, short-term, interest-bearing, investment-grade securities, certificates of deposit or direct or guaranteed obligations of the U.S. government.

54

DIVIDEND POLICY

        We have never declared or paid dividends on our common stock. We do not expect to pay dividends on our common stock for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business. Any future determination to declare cash dividends would be subject to the discretion of our board of directors and would depend upon various factors, including our results of operations, financial condition and liquidity requirements, restrictions that may be imposed by applicable law and our contracts and other factors deemed relevant by our board of directors. Additionally, our ability to pay dividends on our common stock is limited by restrictions under the terms of our credit facility with Silicon Valley Bank. See "Management's Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Sources of Funds."

55

CAPITALIZATION

        The following table sets forth our cash and cash equivalents as well as our capitalization as of December 31, 2017:

•

on an actual basis;

•

on a pro forma basis to give effect to: (1) the conversion of all outstanding shares of our preferred stock into 91,699,660 shares of common stock upon the closing of this offering; (2) the assumed exercise of the outstanding warrant held by SC US GF Holdings, Ltd., an entity affiliated with Sequoia Capital, to purchase 937,212 shares of our common stock, at an exercise price of $0.001 per share, that will become exercisable upon the closing of this offering; (3) outstanding warrants to purchase shares of our preferred stock becoming warrants to purchase 335,000 shares of common stock upon the closing of this offering; and (4) the filing and effectiveness of our amended and restated certificate of incorporation; and

•

on a pro forma as adjusted basis to give further effect to our receipt of the net proceeds from our sale of              shares of common stock in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        The information below is illustrative only, and our cash and cash equivalents and capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of the offering determined at pricing. You should read this table together with the sections titled "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Consolidated Financial Data" and "Description of Capital Stock," and our consolidated financial statements and related notes included elsewhere in this prospectus.

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	As of December 31, 2017
	Actual			Pro Forma			Pro Forma As Adjusted
	(in thousands, except share and per share data)
Cash and cash equivalents	$	36,073		$	36,073		$
Warrant liability	$	2,766		$	—		$
Redeemable convertible preferred stock (Series B, C, D, E, E-1 and F), $0.001 par value; 94,101,207 shares authorized, 88,741,194 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted		333,204			—
Series A convertible preferred stock, $0.001 par value; 8,800,000 shares authorized, 3,851,806 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted		1,510			—
Stockholders' equity (deficit):
Preferred stock, $0.001 par value per share; no shares authorized, issued or outstanding, actual;             shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted		—			—
Common stock, $0.001 par value; 156,650,000 shares authorized, 22,386,906 shares issued and 22,279,553 shares outstanding, actual;             shares authorized, 115,023,778 shares issued and 114,916,425 shares outstanding, pro forma;             shares authorized,             shares issued and             shares outstanding, pro forma as adjusted		22			115
Treasury stock, at cost, 107,353 shares, actual, pro forma and pro forma as adjusted		(6	)		(6	)
Additional paid-in capital		13,418			350,805
Accumulated deficit		(279,942	)		(279,942	)
Total stockholders' equity (deficit)		(266,508	)		70,972
Total capitalization	$	70,972		$	70,972		$

        A $1.00 increase (decrease) in the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by $             million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by $             million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters' over-allotment option to purchase additional shares is exercised in full, the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization would increase by $             million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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        The table above does not include:

•

3,602,023 shares of common stock issuable upon the exercise of stock options outstanding under our Amended and Restated 2010 Series A Option Plan, or the 2010 Series A Plan, as of December 31, 2017, at a weighted-average exercise price of $1.28 per share;

•

235,858 shares of common stock issuable upon the exercise of stock options outstanding under our Amended and Restated Equity Incentive Plan as of December 31, 2017, at a weighted-average exercise price of $0.59 per share;

•

27,219,954 shares of common stock issuable upon the exercise of stock options outstanding under our 2012 Stock Option and Grant Plan, or the 2012 Plan, as of December 31, 2017, at a weighted-average exercise price of $2.50 per share;

•

1,675,683 shares of common stock issuable upon the exercise of stock options outstanding under our Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan as of December 31, 2017, at a weighted-average exercise price of $0.43 per share;

•

910,756 shares of common stock issuable upon the exercise of stock options outstanding under our Confer Technologies, Inc. 2013 Stock Plan as of December 31, 2017, at a weighted-average exercise price of $1.29 per share;

•

547,500 shares of common stock issuable upon the exercise of warrants outstanding as of December 31, 2017, at a weighted-average exercise price of $2.42 per share;

•

150,020 shares of common stock issuable upon the exercise of stock options granted after December 31, 2017 under our 2010 Series A Plan, at an exercise price of $4.69 per share;

•

3,608,225 shares of common stock issuable upon the exercise of stock options granted after December 31, 2017 under our 2012 Plan, at an exercise price of $3.73 per share;

•

1,771,645 shares of common stock issuable upon the exercise of stock options approved subsequent to March 31, 2018 by our board of directors for grant effective upon the pricing of this offering at an exercise price equal to the price to the public listed on the cover page of this prospectus;

•

789,000 shares of our common stock issuable from time to time after this offering upon the settlement of restricted stock units granted after December 31, 2017; and

•

            shares of common stock reserved for future issuance under our 2018 Stock Option and Incentive Plan and             shares of common stock reserved for issuance under our 2018 Employee Stock Purchase Plan, each of which will become effective in connection with this offering and contains provisions that will automatically increase its shares reserved each year, as more fully described in "Executive Compensation—Employee Benefit Plans."

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DILUTION

        If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.

        Our historical net tangible book value (deficit) as of December 31, 2017 was $(392.4) million, or $(17.61) per share of our common stock. Our historical net tangible book value (deficit) is the amount of our total tangible assets less our total liabilities and the carrying value of our preferred stock, which is not included within stockholders' equity (deficit). Historical net tangible book value (deficit) per share represents our historical net tangible book value (deficit) divided by the 22,279,553 shares of our common stock outstanding as of December 31, 2017.

        Our pro forma net tangible book value (deficit) as of December 31, 2017 was $(54.9) million, or $(0.48) per share of our common stock. Pro forma net tangible book value (deficit) represents the amount of our total tangible assets less our total liabilities, after giving effect to: (1) the conversion of all outstanding shares of our preferred stock into 91,699,660 shares of common stock upon the closing of this offering; (2) the assumed exercise of the outstanding warrant held by SC US GF Holdings, Ltd., an entity affiliated with Sequoia Capital, to purchase 937,212 shares of our common stock, at an exercise price of $0.001 per share, that will become exercisable upon the closing of this offering; and (3) outstanding warrants to purchase preferred stock becoming warrants to purchase 335,000 shares of common stock upon the closing of this offering. Pro forma net tangible book value (deficit) per share represents our pro forma net tangible book value (deficit) divided by the total number of shares of our common stock outstanding as of December 31, 2017, after giving effect to pro forma adjustments (1) and (2) described above.

        After giving further effect to the sale by us of            shares of common stock in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2017 would have been $             million, or $            per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $            per share to our existing stockholders and immediate dilution of $            per share in pro forma as adjusted net tangible book value per share to new investors purchasing shares of common stock in this offering. Dilution per share to new investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by new investors. The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share				$
Historical net tangible book value (deficit) per share as of December 31, 2017	$	(17.61	)
Increase per share attributable to the pro forma adjustments described above		17.13
Pro forma net tangible book value (deficit) per share as of December 31, 2017		(0.48	)
Increase in pro forma as adjusted net tangible book value per share attributable to new investors purchasing shares in this offering
Pro forma as adjusted net tangible book value per share after this offering
Dilution per share to new investors purchasing shares in this offering				$

        The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. A $1.00 increase (decrease) in the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net

59

tangible book value by $            million, our pro forma as adjusted net tangible book value per share after this offering by $            and dilution per share to new investors purchasing shares in this offering by $            , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase of 1,000,000 shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would increase the pro forma as adjusted net tangible book value per share after this offering by $            and decrease the dilution per share to new investors purchasing shares in this offering by $            , assuming no change in the assumed initial public offering price and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of 1,000,000 shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would decrease the pro forma as adjusted net tangible book value per share after this offering by $            and increase the dilution per share to new investors purchasing shares in this offering by $            , assuming no change in the assumed initial public offering price and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        If the underwriters' over-allotment option to purchase additional shares from us is exercised in full, our pro forma as adjusted net tangible book value per share after this offering would be $            per share, representing an immediate increase in pro forma as adjusted net tangible book value per share of $            to existing stockholders and immediate dilution of $            per share to new investors purchasing shares in this offering, assuming an initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        The following table summarizes, on the pro forma as adjusted basis described above, the number of shares of our common stock, the total consideration and the average price per share (1) paid to us by existing stockholders and (2) to be paid by new investors purchasing shares of common stock in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

	Shares Purchased					Total Consideration
											Average Price Per Share
	Number		Percent			Amount		Percent
Existing stockholders		114,916,425			%	$	175,573,648			%	$	1.53
New investors											$
Total				100.0	%	$			100.0	%

        A $1.00 increase (decrease) in the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors by $             million and, in the case of an increase, would increase the percentage of total consideration paid by new investors by            % and, in the case of an decrease, would decrease the percentage of total consideration paid by new investors by            %, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. An increase (decrease) of 1,000,000 shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors by $             million and, in the case of an increase, would increase the percentage of total consideration paid by new investors by            % and, in the case of an decrease, would decrease the percentage of total consideration paid by new investors by             %, assuming no change in the initial public offering price.

        The table above assumes no exercise of the underwriters' over-allotment option to purchase additional shares in this offering. If the underwriters' over-allotment option to purchase additional shares from us is exercised in full, the number of shares of our common stock held by existing stockholders would

60

be reduced to            % of the total number of shares of our common stock outstanding after this offering, and the number of shares of common stock held by new investors purchasing shares in this offering would be increased to            % of the total number of shares of our common stock outstanding after this offering.

        The table above does not include:

•

3,602,023 shares of common stock issuable upon the exercise of stock options outstanding under our Amended and Restated 2010 Series A Option Plan, or the 2010 Series A Plan, as of December 31, 2017, at a weighted-average exercise price of $1.28 per share;

•

235,858 shares of common stock issuable upon the exercise of stock options outstanding under our Amended and Restated Equity Incentive Plan as of December 31, 2017, at a weighted-average exercise price of $0.59 per share;

•

27,219,954 shares of common stock issuable upon the exercise of stock options outstanding under our 2012 Stock Option and Grant Plan as of December 31, 2017, at a weighted-average exercise price of $2.50 per share;

•

1,675,683 shares of common stock issuable upon the exercise of stock options outstanding under our Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan as of December 31, 2017, at a weighted-average exercise price of $0.43 per share;

•

910,756 shares of common stock issuable upon the exercise of stock options outstanding under our Confer Technologies, Inc. 2013 Stock Plan as of December 31, 2017, at a weighted-average exercise price of $1.29 per share;

•

547,500 shares of common stock issuable upon the exercise of warrants outstanding as of December 31, 2017, at a weighted-average exercise price of $2.42 per share;

•

150,020 shares of common stock issuable upon the exercise of stock options granted after December 31, 2017 under our 2010 Series A Plan, at an exercise price of $4.69 per share;

•

3,608,225 shares of common stock issuable upon the exercise of stock options granted after December 31, 2017 under our 2012 Plan, at an exercise price of $3.73 per share;

•

1,771,645 shares of common stock issuable upon the exercise of stock options approved subsequent to March 31, 2018 by our board of directors for grant effective upon the pricing of this offering at an exercise price equal to the price to the public listed on the cover page of this prospectus;

•

789,000 shares of our common stock issuable from time to time after this offering upon the settlement of restricted stock units granted after December 31, 2017; and

•

             shares of common stock reserved for future issuance under our 2018 Stock Option and Incentive Plan and             shares of common stock reserved for issuance under our 2018 Employee Stock Purchase Plan, each of which will become effective in connection with this offering and contains provisions that will automatically increase its shares reserved each year, as more fully described in "Executive Compensation—Employee Benefit Plans."

        To the extent that outstanding options or warrants are exercised you will experience further dilution, which may be significant. In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our stockholders.

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SELECTED CONSOLIDATED FINANCIAL DATA

        The following tables present selected consolidated financial data for the periods indicated. You should read this information in conjunction with the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes and other information included elsewhere in this prospectus. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by our consolidated financial statements and related notes appearing at the end of this prospectus. We have derived the selected consolidated statement of operations data for the years ended December 31, 2015, 2016 and 2017 and the selected consolidated balance sheet data as of December 31, 2016 and 2017 from our audited consolidated financial statements appearing at the end of this prospectus. Our historical results are not necessarily indicative of the results to be expected in any future period.

	Year Ended December 31,
	2015			2016			2017
	(in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenue:
Subscription, license and support	$	63,747		$	104,786		$	149,262
Services		6,847			11,453			12,752
Total revenue		70,594			116,239			162,014
Cost of revenue:
Subscription, license and support(1)		4,492			11,296			24,217
Services(1)		8,821			9,743			11,421
Total cost of revenue		13,313			21,039			35,638
Gross profit		57,281			95,200			126,376
Operating expenses:
Sales and marketing(1)		55,432			80,997			107,190
Research and development(1)		24,042			36,493			52,047
General and administrative(1)		14,389			23,289			22,337
Total operating expenses		93,863			140,779			181,574
Loss from operations		(36,582	)		(45,579	)		(55,198	)
Interest expense, net		(817	)		(518	)		32
Other income (expense), net		(1,253	)		(648	)		(583	)
Loss before income taxes		(38,652	)		(46,745	)		(55,749	)
Benefit from (provision for) income taxes		—			2,191			(78	)
Net loss		(38,652	)		(44,554	)		(55,827	)
Accretion of preferred stock to redemption value		(24,979	)		(3,569	)		(28,056	)
Net loss attributable to common stockholders	$	(63,631	)	$	(48,123	)	$	(83,883	)
Net loss per share attributable to common stockholders—basic and diluted(2)	$	(6.06	)	$	(2.92	)	$	(4.04	)
Weighted-average common shares outstanding—basic and diluted(2)		10,498			16,461			20,765
Pro forma net loss per share attributable to common stockholders—basic and diluted (unaudited)(2)							$	(0.49	)
Pro forma weighted-average common shares outstanding—basic and diluted (unaudited)(2)								113,071

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(1)

The following table summarizes the classification of stock-based compensation expense in our consolidated statements of operations:

	Year Ended December 31,
	2015		2016		2017
	(in thousands)
Cost of subscription, license and support revenue	$	103	$	184	$	403
Cost of services revenue		179		219		227
Sales and marketing expense		1,595		2,501		3,310
Research and development expense		1,585		2,035		2,506
General and administrative expense		1,446		2,417		2,510
Total stock-based compensation expense	$	4,908	$	7,356	$	8,956

(2)

See Note 18 to our consolidated financial statements appearing at the end of this prospectus for further details on the calculations of basic and diluted net loss per share attributable to common stockholders and basic and diluted pro forma net loss per share attributable to common stockholders.

	As of December 31,
	2016			2017
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	51,503		$	36,073
Working capital (deficit)(1)		(13,900	)		(36,391	)
Total assets		254,099			260,612
Deferred revenue		113,399			164,180
Long-term debt, net of discount, including current portion		5,500			—
Warrant liability		2,181			2,766
Redeemable convertible and convertible preferred stock		304,638			334,714
Total stockholders' deficit		(193,662	)		(266,508	)

(1)

We define working capital (deficit) as current assets less current liabilities.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section titled "Selected Consolidated Financial Data" and our consolidated financial statements and related notes included elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion and analysis and information set forth elsewhere in this prospectus contain forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this prospectus, including those set forth under "Risk Factors" and "Special Note Regarding Forward-Looking Statements."

Overview

        Carbon Black is a leading provider of next-generation endpoint security solutions. We believe the depth, breadth and real-time nature of our endpoint data, combined with the strength of our analytics platform, provides customers with the most robust and data-intensive solution to address the complete endpoint security lifecycle. Our solutions enable customers to predict, prevent, detect, respond to and remediate cyber attacks before they cause a damaging incident or data breach.

        Enterprise environments have become more open, interconnected and vulnerable to cyber attacks, and an increasingly mobile workforce and the explosion of enterprise data and applications in the cloud have expanded the attack surface beyond the traditional network perimeter. As a result, the endpoint is the new perimeter and the primary focus of cyber attacks. Endpoints store valuable data, perform critical operations and are the interface where attackers can target humans through email, social engineering, and other tactics. Endpoints include desktops, laptops, servers, virtual machines, cloud workloads (services running on cloud servers), fixed-function devices such as ATMs, point of sale systems, and control and data systems for power plants and other industrial assets.

        We offer organizations solutions that enable them to address the full endpoint security lifecycle of an endpoint and integrate endpoint security within their cyber security architecture. Unlike legacy security products that install an agent and collect data specific to its domain or use case, our platform provides a single agent that continuously collects unfiltered endpoint data to address a wide array of security use cases that today are addressed by multiple point products.

        We have a strong heritage of innovative technology leadership in multiple endpoint security categories: application control, through our Cb Protection solution; endpoint detection and response, or EDR, through our Cb Response solution; and next-generation antivirus, or NGAV, through our Cb Defense solution.

        We began selling our initial product in 2005, which was the precursor to Cb Protection. Our initial product focused on delivering endpoint protection for desktops and servers through application control. In February 2014, we acquired Carbon Black, whose solution was the precursor to Cb Response. In 2015, we acquired Objective Logistics Inc., or Objective Logistics, and VisiTrend, Inc., or VisiTrend, primarily to acquire the technical expertise of their employees and certain intellectual property assets. The acquisition of Carbon Black strengthened our position as a leader in advanced threat detection and incident response management solutions, and was an important event for us as it enabled us to provide our customers with solutions designed to address the full endpoint security lifecycle. We believe that our ability to address the full lifecycle of an attack is a critical differentiator versus other endpoint security technologies that address only a portion of the attack lifecycle.

        In more recent periods, we have focused on satisfying the increasing demand for cloud-based software from our customers and prospects and intend to continue to expand our cloud-based product offerings. In

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August 2015, we released a cloud-based version of Cb Response to our customers under a software-as-a-service, or SaaS, model. In June 2016, we acquired Confer Technologies, Inc., or Confer, whose solution is currently sold to customers as Cb Defense. The acquisition of Confer was an important event for us as it added key capabilities in the areas of cloud-based, multi-tenant, big-data processing and streaming detection and prevention. With this acquisition, we also entered the next-generation antivirus market. The technology that we acquired in this acquisition is foundational to our predictive security cloud platform, which is designed to address the full endpoint security lifecycle, and to our strategy. For more information regarding the Confer, Objective Logistics and VisiTrend acquisitions, see Note 3 to our consolidated financial statements appearing at the end of this prospectus. The percentage of our total revenue generated by sales of our cloud-based solutions was negligible in 2015, 6% in 2016 and 16% in 2017. We have experienced strong growth in the number of customers who purchase our cloud-based solutions, with 49 customers in 2015, 398 customers in 2016 and 1,605 customers in 2017 purchasing our cloud-based solutions.

        A substantial majority of our customers purchase our solutions under a subscription agreement with a term of one or three years. The percentage of our customers that purchased our solutions under a subscription agreement with a term of one or three years was 87%, 92% and 96% as of December 31, 2015, 2016 and 2017, respectively. Our subscription agreements include: access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud; ongoing support, which provides our customers with telephone and web-based support, bug fixes and repairs; and software updates on a when-and-if-available basis. Less often, some customers purchase our solutions under a perpetual license with an associated maintenance and support agreement, along with access to the Cb Predictive Security Cloud. Revenue from our subscription agreements, as well as revenue from a perpetual license that is sold with access to the Cb Predictive Security Cloud, a maintenance and support agreement, professional services or training, is deferred on our balance sheet and subsequently recognized ratably over the longest service period of any deliverable in the arrangement, which is generally the support term, beginning once all services in the arrangement have commenced. Revenue from perpetual licenses represented less than 5% of our $149.3 million of subscription, license and support revenue in 2017. Due to our revenue recognition model, all of our subscription, license and support revenue is recognized on a ratable basis, providing us with strong visibility into future revenue.

        We primarily sell our products through a channel partner go-to-market model, which significantly extends our global market reach and ability to rapidly scale our sales efforts. Our inside sales and field sales representatives work alongside an extensive network of value-added resellers, or VARs, distributors, managed security service providers, or MSSPs, and incident response, or IR, firms. Our MSSP and IR firm channel partners both use and recommend our products to their clients. We have established significant relationships with leading channel partners, including Optiv Security, Inc., a leading VAR and MSSP; CDW Corporation, one of the world's largest software VARs; Arrow Electronics, Inc., a major global distributor; SecureWorks, Inc., a leading MSSP; and Kroll, a leading IR firm. In addition, we have technology and go-to-market partnerships with both IBM and VMware, enabling us to leverage their sales organizations to reach their large customer bases. In the three months ended December 31, 2017, 94% of our new and add-on business was closed in collaboration with a channel partner. We expect to continue to focus on generating sales to new and existing customers through our channel partners as a part of our growth strategy. When we transact with a channel partner, our contractual arrangement is with the channel partner and not with the end-use customer. However, whether we receive the order from a channel partner or directly from an end-use customer, our revenue recognition policy and resulting pattern of revenue recognition for the order are the same.

        Our sales team works closely with our end-use customer prospects at every stage of the sales cycle regardless of whether the prospect is sourced directly or indirectly—from initial information meetings through the implementation of our products with our end-use customers. We believe this coordinated

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approach to sales allows us to leverage the benefits of channel partners as well as maintain face-to-face connectivity and build long-term, trusted relationships with our customers.

        Our customers include many of the world's largest, security-focused enterprises and government agencies that are among the most heavily targeted by cyber adversaries, as well as mid-sized organizations. As of December 31, 2017, we serve over 3,700 customers globally across multiple industries, including 33 of the Fortune 100.

        We have experienced strong revenue growth, with revenue increasing from $70.6 million in 2015 to $116.2 million in 2016 and $162.0 million in 2017, representing a 51% compound annual growth rate over the same period. We have a subscription-based revenue model that provides visibility into future revenue. Recurring revenue represented 77%, 83% and 88% of our total revenue in 2015, 2016 and 2017, respectively. Annual recurring revenue, or ARR, was $76.8 million, $124.2 million and $174.2 million as of December 31, 2015, 2016 and 2017, respectively. We define ARR as the annualized value of all active subscription contracts as of the end of the period. ARR excludes revenue from perpetual licenses and services. The portion of ARR related to our cloud-based subscription contracts was $2.5 million, $15.1 million and $46.0 million as of December 31, 2015, 2016 and 2017, respectively. The percentage of our total recurring revenue generated by sales of our cloud-based solutions was negligible in 2015, 7% in 2016 and 18% in 2017. We incurred net losses of $38.7 million in 2015, $44.6 million in 2016 and $55.8 million in 2017 as we continued to invest for growth to address the large market opportunity for our platform.

        We believe that the growth of our business and our operating results will be dependent upon many factors, including our ability to capitalize on the market shift from legacy prevention offerings to next-generation endpoint security solutions, our success in growing our customer base and expanding deployments of our platform within existing customers, our ability to enhance our platform and product offerings, and our focus on maintaining strong retention rates. While these areas present significant opportunities for us, they also pose challenges and risks that we must successfully address in order to sustain the growth of our business and improve our operating results.

        We have experienced rapid growth and increased demand for our products over the last few years. To manage any future growth effectively, we must continue to improve and expand our information technology and financial infrastructure, our operating and administrative systems and controls, and our ability to manage headcount, capital and processes in an efficient manner. Additionally, we face intense competition in our market, and to succeed, we need to innovate and offer products that are differentiated from legacy antivirus products, established network security products and point solutions provided by smaller security providers. We must also effectively hire, retain, train and motivate qualified personnel and senior management. If we are unable to successfully address these challenges, our business, operating results and prospects could be adversely affected. Our marketing is focused on building our brand reputation, increasing market awareness of our platform, driving customer demand and a strong sales pipeline, and collaborating with our channel partners around the globe.

Cohort Contribution Margin Analysis

        To provide a further understanding of the economics of our customer relationships, we are providing a contribution margin analysis of the customers we acquired during 2015, which we refer to as the 2015 Cohort. We believe the 2015 Cohort is a fair representation of our overall customer base because it includes customers across industries and geographies and includes customers who have expanded their subscriptions as well as those who have reduced or not renewed their subscriptions. We define cohort contribution margin as the ARR of subscription commitments from the customer cohort at the end of the period less the associated cost of subscription, license and support and the estimated allocated sales and marketing expense, which we collectively refer to as associated costs. We define contribution margin percentage as cohort contribution margin divided by the ARR associated with such cohort in a given

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period. In this analysis, we exclude revenue from perpetual licenses and services for purposes of calculating ARR for the 2015 Cohort. Cohort contribution margin is not prepared in accordance with generally accepted accounting principles in the United States, or GAAP, as it utilizes ARR, which is an operational measure.

        Cohort contribution margin is an operational measure; it is not a financial measure of profitability and is not intended to be used as a proxy for the profitability of our business, nor does it imply profitability. We have not yet achieved profitability, and even if our ARR exceeds our associated costs over time, we may not be able to achieve or maintain profitability. The relationship of ARR to associated costs is not necessarily indicative of future performance, and we cannot predict whether future cohort contribution margin analyses will be similar to the analysis below. Other companies may calculate cohort contribution margin differently and, therefore, the analyses of other companies may not be directly comparable to ours.

        The associated cost of subscription, license and support primarily includes hosting costs, personnel-related costs for employees providing technical support (including compensation and benefits), allocated overhead and amortization of capitalized software development costs for internal-use software, in each case, relating to our subscription, license and support revenue. We allocate a portion of the cost of subscription, license and support to the ARR in each period using our reported subscription, license and support gross margin, excluding stock-based compensation and amortization of acquired intangible assets, each of which is a non-cash charge. Estimated allocated sales and marketing expense includes personnel-related costs for our sales and marketing teams (including salaries, benefits and amortization of deferred commissions) and costs of marketing activities and promotional events associated with our efforts to increase ARR through acquiring new customers, expanding subscriptions of existing customers or retaining existing ARR through subscription renewals. We attribute estimated allocated sales and marketing expense for new ARR to the period when a new customer begins a subscription or when an existing customer expands its subscription with us. We allocate costs associated with renewals of ARR to the renewal period. We allocate a portion of our sales and marketing expenses to the ARR in each period using our reported sales and marketing expense, excluding stock-based compensation and amortization of acquired intangible assets, each of which is a non-cash charge, and to new and existing customers based on the new ARR generated from each group. The associated costs do not include research and development and general and administrative expenses because these expenses support the growth of our business broadly and benefit all customers.

        The estimated allocated sales and marketing expense associated with acquiring the initial ARR from a customer cohort is significant in the period in which the cohort begins their subscriptions with us and, consequently, the cohort contribution margin is low, and may be negative, in that period. In subsequent periods, contribution margin increases meaningfully because the acquisition costs associated with expanding the ARR of the cohort, as well as the costs to support the cohort and renew their subscriptions, are low relative to the ARR of the cohort.

        At the end of 2015, the 2015 Cohort accounted for $28.2 million in ARR and $30.9 million in associated costs, representing a cohort contribution margin of $(2.7) million, or a contribution margin percentage of (9)%. At the end of 2016, the 2015 Cohort accounted for $32.0 million in ARR and $10.0 million in associated costs, representing a cohort contribution margin of $22.0 million, or a contribution margin percentage of 69%. At the end of 2017, the 2015 Cohort accounted for $32.7 million in ARR and $7.5 million in associated costs, representing a cohort contribution margin of $25.2 million, or a contribution margin percentage of 77%. These metrics are illustrated in the chart below.

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        We believe that our cohort contribution margin analysis demonstrates the powerful customer economics of our business. With our historically high retention rates and high gross margin, we have been able to increase our cohort contribution margin and enhance the value of our customer relationships over time.

        The 2015 Cohort may not be representative of any other group of customers or periods. We expect that the cohort contribution margin and contribution margin percentage of our customer cohorts will fluctuate from one period to another depending upon the number of customers remaining in each cohort, our ability to increase their ARR, other changes in their subscriptions, as well as changes in our associated costs. We may not experience similar financial outcomes from future customers. We do not have consistent corresponding information for prior historical periods that would allow us to present additional historical cohorts, and the ARR, associated costs, cohort contribution margins and contribution margin percentages from such cohorts could vary.

Key Factors Affecting Our Performance

        Our historical financial performance has been, and we expect our financial performance in the future to be, primarily driven by the following factors:

        Market Adoption.    We believe our future success will depend in large part on the growth in the market for next-generation endpoint security. Because network-centric security is no longer adequate, organizations must focus on securing the endpoint. However, while organizations have made significant investments in upgrading to advanced network security solutions, the majority of endpoint security technology in use today relies on multiple agents and uses the same ineffective, traditional signature-based antivirus software originally designed more than 20 years ago. As a result, organizations are increasingly shifting their security budgets toward next-generation endpoint security solutions. We believe that we are well positioned as a market leader to capitalize on this investment cycle and that our ability to address the full lifecycle of a cyber attack will help to drive our market adoption. Additionally, the number of security professionals has not kept pace with total demand. As the number of threats multiplies, legacy solutions either miss threats or produce more alerts than security teams are able to process and investigate. Organizations are increasingly turning to next-generation solutions, advanced analytics and automation tools to empower their security professionals to increase their efficiency and focus on the highest value cyber security tasks, thereby reducing the need for additional security headcount. Organizations are also addressing the talent gap by relying more on security-focused VARs and trusted partners to augment their internal teams of security experts.

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        Add New Customers.    Our ability to add new customers is a key indicator of our increasing market adoption and future revenue potential. Our customer count, which includes both direct sale customers and customers with one or more subscriptions to our platform through channel partners, grew from 1,774 in 2015, to 2,516 in 2016, and to 3,739 in 2017, representing year-over-year increases of 42% in 2016 and 49% in 2017. The number of our direct sale customers decreased from 354 in 2015, to 316 in 2016, and to 267 in 2017. The number of our customers with one or more subscriptions to our platform through channel partners increased from 1,420 in 2015, to 2,200 in 2016, and to 3,472 in 2017. We expect this trend to continue in future periods as we focus on adding new customers and renewing existing customers through our channel partners. We are focused on continuing to grow our customer base. We have continuously enhanced our endpoint security platform and product offerings, and we have expanded both our domestic and international sales force to drive new customer acquisition. However, our ability to continue to grow our customer base is dependent on a number of factors, including our ability to compete within the increasingly competitive markets in which we participate.

        Maintain Strong Retention Rates.    An important component of our revenue growth strategy is to have our existing customers renew their agreements with us. To assess our performance against this objective, we monitor the retention rate of our existing customers. We calculate retention rate by comparing the annual recurring subscription and support revenue from our customers at the beginning of a measurement period to the annual recurring subscription and support revenue from those same customers at the end of a measurement period. We divide the ending annual recurring revenue by the beginning annual recurring revenue to arrive at our retention rate metric. We exclude the impact of any add-on purchases from these customers during the measurement period; accordingly, our retention rate cannot exceed 100%. In addition, the metric reflects the loss of customers who elected not to renew contracts expiring during the measurement period. Our retention rate was 93% in 2015, 92% in 2016 and 93% in 2017.

        Increase Sales to Existing Customers.    Our current customer base provides us with a significant opportunity to drive incremental sales. Our extensible platform allows us to develop new solutions rapidly and at lower cost over time. As we develop and deploy additional security offerings on the Cb Predictive Security Cloud platform, we see significant additional opportunity to cross-sell as customers benefit by addressing multiple security requirements through a single platform. Our ability to increase sales to existing customers will depend on a number of factors, including customers' satisfaction or dissatisfaction with our solutions, our ability to develop new products, pricing, economic conditions or overall reductions in our customers' spending levels.

        Invest in Growth.    We will continue to focus on long-term revenue growth. We believe that our market opportunity is large and we will continue to invest significantly in sales and marketing to grow our customer base, both domestically and internationally. We also expect to continue to invest in research and development to enhance our technology platform and product functionality. In addition to our ongoing investment in research and development, we may also pursue acquisitions of businesses, technologies and assets that complement and expand the functionality of our products and services, expand the functionality of our solutions, add to our technology or security expertise, or bolster our leadership position by gaining access to new customers or markets.

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Key Metrics

        We regularly monitor a number of financial and operating metrics, including non-GAAP financial measures, in order to measure our current performance and estimate our future performance, as follows:

	Year Ended December 31,
	2015			2016			2017
	(dollar amounts in thousands)
Billings	$	98,840		$	144,027		$	212,795
Year-over-year growth		55	%		46	%		48	%
Short-term billings	$	98,452		$	142,364		$	194,869
Year-over-year growth		63	%		45	%		37	%
Total revenue	$	70,594		$	116,239		$	162,014
Year-over-year growth		80	%		65	%		39	%
Recurring revenue	$	54,336		$	96,587		$	143,064
Year-over-year growth		109	%		78	%		48	%
Recurring revenue as a percentage of total revenue		77	%		83	%		88	%
Number of customers		1,774			2,516			3,739

        Billings.    We define billings, a non-GAAP financial measure, as total revenue plus the change in deferred revenue during the period, excluding acquired deferred revenue. Our deferred revenue consists of amounts that have been invoiced to customers but that have not yet been recognized as revenue. Our deferred revenue balance primarily consists of the portion of products, support and professional services revenue that will be recognized ratably over the longest service period of any deliverable in the arrangement, which is generally the support term, beginning once all services in the arrangement have commenced.

        Most of our revenue is derived from subscriptions to our products with a duration of one or three years. For our subscription arrangements, we typically bill our customers the fee on an annual basis for the upcoming year. For 2017, we changed our policy to require customers with multi-year contract commitments to agree to multi-year upfront billing for the total contract fee. This policy change contributed to the 48% growth in total billings from 2016 to 2017. Beginning in 2018, we are reverting to our former policy and will offer customers who make a multi-year contract commitment the option to be billed the total contract fee upfront or to be billed on an annual basis. We expect that many customers who make a multi-year contract commitment will select to be billed on an annual basis, which could result in a lower growth rate for our billings in 2018 compared to 2017.

        Some of our revenue is also derived from perpetual licenses of our products along with a maintenance and support agreement. For our perpetual licenses, we bill our customers the entire license fee upon delivery of the software, and for support, we typically bill our customers the support fee on an annual basis for the upcoming year.

        For services sold on a fixed-price basis, we bill customers in advance. For services sold on a time-and-materials basis, we bill customers as such services are performed.

        We use billings as one factor to evaluate our business because billings is an important indicator of current period sales activity and provides visibility into corresponding future revenue growth due to our subscription-based revenue model. Accordingly, we believe that billings provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management. While we believe that billings is useful in evaluating our business, billings is a non-GAAP financial measure that has limitations as an analytical tool, and billings should not be considered as an alternative to, or substitute for, total revenue recognized in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate billings differently or not at all, which reduces the usefulness of billings as a tool for comparison. We recommend that you review the

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reconciliation of billings to total revenue, the most directly comparable GAAP financial measure, provided below, and that you not rely on billings or any single financial measure to evaluate our business.

	Year Ended December 31,
	2015			2016			2017
	(in thousands)
Total revenue	$	70,594		$	116,239		$	162,014
Deferred revenue, end of period		83,981			113,399			164,180
Deferred revenue, beginning of period		(55,735	)		(83,981	)		(113,399	)
Acquired deferred revenue		—			(1,630	)		—
Billings	$	98,840		$	144,027		$	212,795

        Short-term billings.    We define short-term billings, a non-GAAP financial measure, as total revenue plus the change in current deferred revenue during the period, excluding acquired deferred revenue. We believe that short-term billings provides useful information to investors and others in evaluating our operating performance because it excludes the impact of upfront multi-year billings, which can vary from period to period depending on the timing of large, multi-year customer contracts and customer preferences for annual billing versus multi-year upfront billing. While we believe that short-term billings is useful in evaluating our business, short-term billings is a non-GAAP financial measure that has limitations as an analytical tool, and short-term billings should not be considered as an alternative to, or substitute for, total revenue recognized in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate short-term billings differently or not at all, which reduces the usefulness of short-term billings as a tool for comparison. We recommend that you review the reconciliation of short-term billings to total revenue, the most directly comparable GAAP financial measure, provided below, and that you not rely on short-term billings or any single financial measure to evaluate our business.

	Year Ended December 31,
	2015			2016			2017
	(in thousands)
Total revenue	$	70,594		$	116,239		$	162,014
Deferred revenue, current, end of period		71,668			99,423			132,278
Deferred revenue, current, beginning of period		(43,810	)		(71,668	)		(99,423	)
Acquired deferred revenue		—			(1,630	)		—
Short-term billings	$	98,452		$	142,364		$	194,869

        Recurring revenue.    We define recurring revenue, a non-GAAP financial measure, as subscription, license and support revenue (which includes revenue relating to support for perpetual licenses) less perpetual license revenue for the period. We use recurring revenue as one factor to evaluate our business because we believe that recurring revenue provides visibility into the revenue expected to be recognized in the current and future periods. Accordingly, we believe that recurring revenue provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management. While we believe that recurring revenue is useful in evaluating our business, recurring revenue is a non-GAAP financial measure that has limitations as an analytical tool, and recurring revenue should not be considered as an alternative to, or substitute for, subscription, license and support revenue recognized in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate recurring revenue differently or not at all, which reduces the usefulness of recurring revenue as a tool for comparison. We recommend that you review the reconciliation of recurring revenue to subscription, license and support revenue, the most directly comparable GAAP financial measure,

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provided below, and that you not rely on recurring revenue or any single financial measure to evaluate our business.

	Year Ended December 31,
	2015			2016			2017
	(in thousands, except percentages)
Subscription, license and support revenue	$	63,747		$	104,786		$	149,262
Perpetual license revenue(1)		(9,411	)		(8,199	)		(6,198	)
Recurring revenue	$	54,336		$	96,587		$	143,064
Recurring revenue as a percentage of total revenue		77	%		83	%		88	%

(1)

Perpetual license revenue for this calculation is based on the contractual amount for perpetual licenses because we do not have vendor-specific objective evidence of the fair value of our perpetual licenses.

        The percentage of our total recurring revenue generated by sales of our cloud-based solutions was negligible in 2015, 7% in 2016 and 18% in 2017.

        Free cash flow and free cash flow margin.    We define free cash flow, a non-GAAP financial measure, as net cash used in operating activities less purchases of property and equipment and capitalized internal-use software. We define free cash flow margin as free cash flow divided by total revenue. For the 2016 free cash flow calculation, we have also excluded the impact of the management incentive liability payment as this payment was not part of our core operating results. We monitor free cash flow as one measure of our overall business performance, which enables us to analyze our future performance without the effects of non-cash items and allow us to better understand the cash needs of our business. While we believe that free cash flow is useful in evaluating our business, free cash flow is a non-GAAP financial measure that has limitations as an analytical tool, and free cash flow should not be considered as an alternative to, or substitute for, net cash used in operating activities in accordance with GAAP. The utility of free cash flow as a measure of our liquidity is further limited as it does not represent the total increase or decrease in our cash balance for any given period. In addition, other companies, including companies in our industry, may calculate free cash flow differently or not at all, which reduces the usefulness of free cash flow as a tool for comparison. We recommend that you review the reconciliation of free cash flow to net cash used in operating activities, the most directly comparable GAAP financial measure, and the reconciliation of free cash flow margin to net cash used in operating activities (as a percentage of revenue), the most directly comparable GAAP financial measure, provided below, and that you not rely on free cash flow, free cash flow margin or any single financial measure to evaluate our business.

	Year Ended December 31,
	2015			2016			2017
	(in thousands)
Net cash used in operating activities	$	(4,097	)	$	(33,088	)	$	(7,678	)
Management incentive plan liability payment		—			13,985			—
Purchases of property and equipment		(8,912	)		(5,776	)		(5,145	)
Capitalization of internal-use software costs		(646	)		(411	)		(922	)
Free cash flow	$	(13,655	)	$	(25,290	)	$	(13,745	)

	Year Ended December 31,
	2015			2016			2017
Net cash used in operating activities (as a percentage of revenue)		(6	)%		(28	)%		(5	)%
Management incentive plan liability payment (as a percentage of revenue)		—			12	%		—
Purchases of property and equipment (as a percentage of revenue)		(12	)%		(5	)%		(3	)%
Capitalization of internal-use software costs (as a percentage of revenue)		(1	)%		(1	)%		(1	)%
Free cash flow margin		(19	)%		(22	)%		(8	)%

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        Our policy change in 2017 to require customers with multi-year contract commitments to agree to multi-year upfront billing for the total contract fee contributed to the increase in free cash flow from 2016 to 2017. As discussed above, beginning in 2018, we are reverting to our former policy of offering customers who make multi-year contract commitments the option to be billed the total contract fee upfront or to be billed on an annual basis. We expect that many customers who make a multi-year contract commitment will select to be billed on an annual basis, which could result in less benefit to free cash flow in 2018 compared to 2017.

        Non-GAAP operating loss.    We define non-GAAP operating loss as loss from operations excluding stock-based compensation and amortization of acquired intangible assets. We consider non-GAAP operating loss to be a useful metric for investors and other users of our financial information in evaluating our operating performance because it excludes the impact of stock-based compensation and amortization of acquired intangible assets, each of which is a non-cash charge that can vary from period to period for reasons that are unrelated to our core operating performance. While we believe that non-GAAP operating loss is useful in evaluating our business, non-GAAP operating loss is a non-GAAP financial measure that has limitations as an analytical tool, and non-GAAP operating loss should not be considered as an alternative to, or substitute for, loss from operations in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate non-GAAP operating loss differently or not at all, which reduces the usefulness of non-GAAP operating loss as a tool for comparison. We recommend that you review the reconciliation of non-GAAP operating loss to loss from operations, the most directly comparable GAAP financial measure, provided below, and that you not rely on non-GAAP operating loss or any single financial measure to evaluate our business.

	Year Ended December 31,
	2015			2016			2017
	(in thousands)
Loss from operations	$	(36,582	)	$	(45,579	)	$	(55,198	)
Stock-based compensation		4,908			7,356			8,956
Amortization of acquired intangible assets		595			3,780			1,563
Non-GAAP operating loss	$	(31,079	)	$	(34,443	)	$	(44,679	)

        Number of Customers.    We believe that the size of our customer base is an indicator of our market penetration and that net customer additions are an indicator of the growth of our business. We define our total customers at the end of a period as the number of organizations with one or more contractual agreements to use our solutions, either licensed directly by us or through a channel partner.

Components of Results of Operations

Revenue

        We generate revenue through relationships with channel partners and through our direct sales force primarily from three sources: (1) the sale of subscription (i.e., term-based) and perpetual licenses for software products along with access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud, as well as maintenance services and customer support, which we refer to collectively as support, (2) cloud-based SaaS subscriptions for access to our Cb Response and Cb Defense software products, and (3) professional services and training, which we refer to collectively as services.

Subscription, License and Support

        Our Cb Protection and Cb Response products are offered through subscription or perpetual software licenses, with a substantial majority of our customers selecting a subscription license. Subscription licenses include access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud as well as ongoing support, which provides our customers with telephone and web-based support,

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bug fixes and repairs and software updates on a when-and-if-available basis. Substantially all customers who purchase licenses on a perpetual basis also purchase an agreement for access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud. Revenue for both subscription licenses and perpetual licenses is deferred on our balance sheet and subsequently recognized as revenue ratably over the longest service period of any deliverable in the arrangement, which is generally the support term, beginning once all services in the arrangement have commenced.

        During 2015, we began offering our Cb Response product through cloud-based subscriptions. During 2016, we began offering our Cb Defense product, a cloud-based next-generation antivirus solution obtained through the acquisition of Confer. Revenue for cloud-based subscriptions is deferred on our balance sheet and subsequently recognized as revenue ratably over the term of the subscription.

        Our subscription and support agreements typically have one- or three-year terms. For multi-year arrangements, we typically bill on an annual basis. Prior to 2017, we typically billed multi-year arrangements on an annual basis. For 2017, we changed our policy to require customers with multi-year contract commitments to agree to multi-year upfront billing for the total contract fee. Beginning in 2018, we are reverting to our former policy and will offer customers who make a multi-year contract commitment the option to be billed the total contract fee upfront or to be billed on an annual basis.

Services

        We generate services revenue from the sale of professional services related to deployment and training services. Customers primarily purchase our professional services together with our product offerings and, to a lesser extent, on a stand-alone basis. Revenue from professional services sold together with support is recognized ratably over the longest service period of any deliverable in the arrangement, beginning once all services in the arrangement have commenced. Revenue from services sold on a stand-alone basis is recognized as those services are rendered.

        As more customers select our cloud-based offerings, we expect customers to reduce their purchases of deployment services as our cloud-based offerings are typically easier to deploy. Accordingly, we expect our services revenue to increase in absolute dollars but decrease as a percentage of total revenue over time.

Cost of Revenue

        Our total cost of revenue consists of the costs of subscription, license and support revenue as well as the costs of services revenue.

Cost of Subscription, License and Support Revenue

        Cost of subscription, license and support revenue consists of hosting costs associated with our cloud-based offerings, personnel-related costs for our support personnel, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and allocated overhead costs. Also included in cost of subscription, license and support revenue are costs associated with amortization of capitalized software development costs for internal-use software and amortization of developed technology intangible assets related to our prior acquisitions.

        We expect cost of subscription, license and support revenue to increase significantly on an absolute dollar basis in the near term due to the acceleration of our cloud-based offerings. We will incur additional personnel-related costs, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and allocated overhead costs, for employees who support our cloud-based subscriptions and hosting services. The hosting costs for our cloud-based offerings will also increase as the number of customers who purchase our cloud-based offerings increases.

        We expect gross margin on our subscription, license and support revenue to continue to decline as more customer purchase our cloud-based offerings, but at a reduced rate as compared to the decline from 2016 to 2017.

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Cost of Services Revenue

        Cost of services revenue consists of personnel-related costs for our professional services team, including salaries, benefits, bonuses, payroll taxes, stock-based compensation, travel expenses and allocated overhead costs. We recognize the costs of providing services when we incur them.

        We expect cost of services revenue to increase as we increase our sales.

Operating Expenses

        Operating expenses consist of sales and marketing, research and development, and general and administrative expenses.

Sales and Marketing Expense

        Sales and marketing expense consists of personnel-related costs for our sales and marketing teams, including salaries, benefits, amortization of deferred commissions, bonuses, payroll taxes, stock-based compensation and other related costs. Additional expenses include costs of marketing activities and promotional events, travel, amortization of trade name and customer relationship intangible assets related to our prior acquisitions, and allocated overhead costs. We capitalize commission costs that are incremental and directly related to the acquisition of customer agreements. Commissions are earned by our sales force and paid in full upon the receipt of customer orders, or bookings, for new and add-on arrangements or renewals. Commission costs are capitalized when earned and are amortized as an expense over the same period that the revenue is recognized for the related non-cancelable customer agreement in proportion to the recognition of the revenue.

        In addition to our field sales staff, we have a dedicated channel team that works with our field and inside sales organization to manage our relationships with channel partners and that works with our channel partners in winning end-use customers. As a result, our sales team works closely with our end-use customer prospects at every stage of the sales cycle regardless of whether the prospect is sourced directly or indirectly—from initial information meetings through the implementation of our products. This sales approach allows us to leverage the benefits of the channel while also building long-term, trusted relationships with our customers. Additionally, we believe this approach delivers the security expertise and support that leads to full realization of the benefits of our technology platform. In the three months ended December 31, 2017, 94% of our new and add-on business was closed in collaboration with our channel partners.

        We expect sales and marketing expense to increase on an absolute dollar basis in the near term as we continue to increase investments to drive our market adoption and revenue growth.

Research and Development Expense

        Research and development expense consists of personnel-related costs for our research and development team, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and other related costs. Additional expenses include subcontracting for third-party engineering resources as well as allocated overhead costs.

        We expect research and development expense to increase on an absolute dollar basis in the near term as we continue to increase investments in our technology architecture and software platform.

General and Administrative Expense

        General and administrative expense consists of personnel-related costs for our executive, administrative, legal, human resources, security, finance and accounting personnel, including salaries, benefits, bonuses, payroll taxes, stock-based compensation and other related costs. Additional expenses include bad debt expense related to customer receivables, recruiting costs, professional fees, travel, insurance and allocated overhead costs.

        We expect general and administrative expense to increase on an absolute dollar basis in the near term as we continue to increase investments to support our anticipated growth and as a result of our becoming a public company.

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Interest Expense, Net

        Interest expense, net consists of interest expense related to our outstanding debt obligations and the amortization of deferred financing costs and debt discount associated with such arrangements, as well as interest income related to our invested balances of cash and cash equivalents.

Other Income (Expense), Net

        Other income (expense), net consists primarily of gains and losses related to the revaluation of certain of our outstanding warrant liabilities at each reporting date, foreign currency transactions gains and losses and loss on extinguishment of debt.

Income Taxes

        Since our inception in 2002, we have not recorded any U.S. federal or state income tax benefits for the net losses we have incurred in each year or for our earned research and development tax credits, due to our uncertainty of realizing a benefit from those items. Accordingly, we carry a valuation allowance against the full amount of our deferred tax assets. As of December 31, 2017, we had federal net operating loss carryforwards of $231.0 million, which begin to expire in 2023, and state net operating loss carryforwards of $153.8 million, which begin to expire in 2018. As of December 31, 2017, we also had federal and state research and development tax credit carryforwards of $4.2 million and $2.4 million, respectively, which begin to expire in 2026 and 2021, respectively. As of December 31, 2017, we had foreign net operating loss carryforwards of $4.7 million. Of this amount, carryforwards of $1.1 million expire in 2036 and carryforwards of $3.6 million do not expire. We recognized a benefit from income taxes in 2016 due to the release of a portion of our deferred tax asset valuation allowance in connection with our acquisition of Confer. We recognized a provision for income taxes in 2017 due primarily to foreign income taxes.

Results of Operations

        The following table sets forth our consolidated statements of operations in dollar amounts and as a percentage of revenue for the periods indicated:

	Year Ended December 31,
	2015			2016			2017
	(in thousands)
Consolidated Statement of Operations Data:
Revenue:
Subscription, license and support	$	63,747		$	104,786		$	149,262
Services		6,847			11,453			12,752
Total revenue		70,594			116,239			162,014
Cost of revenue:
Subscription, license and support(1)		4,492			11,296			24,217
Services(1)		8,821			9,743			11,421
Total cost of revenue		13,313			21,039			35,638
Gross profit		57,281			95,200			126,376
Operating expenses:
Sales and marketing(1)		55,432			80,997			107,190
Research and development(1)		24,042			36,493			52,047
General and administrative(1)		14,389			23,289			22,337
Total operating expenses		93,863			140,779			181,574
Loss from operations		(36,582	)		(45,579	)		(55,198	)
Interest expense, net		(817	)		(518	)		32
Other income (expense), net		(1,253	)		(648	)		(583	)
Loss before income taxes		(38,652	)		(46,745	)		(55,749	)
Benefit from (provision for) income taxes		—			2,191			(78	)
Net loss	$	(38,652	)	$	(44,554	)	$	(55,827	)

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(1)

The following table summarizes the classification of stock-based compensation expense in our consolidated statements of operations:

	Year Ended December 31,
	2015		2016		2017
	(in thousands)
Cost of subscription, license and support revenue	$	103	$	184	$	403
Cost of services revenue		179		219		227
Sales and marketing expense		1,595		2,501		3,310
Research and development expense		1,585		2,035		2,506
General and administrative expense		1,446		2,417		2,510
Total stock-based compensation expense	$	4,908	$	7,356	$	8,956

	Year Ended December 31,
	2015			2016			2017
Percentage of Revenue:
Revenue:
Subscription, license and support		90	%		90	%		92	%
Services		10			10			8
Total revenue		100			100			100
Cost of revenue:
Subscription, license and support		6			10			15
Services		12			8			7
Total cost of revenue		19			18			22
Gross profit		81			82			78
Operating expenses:
Sales and marketing		79			70			66
Research and development		34			31			32
General and administrative		20			20			14
Total operating expenses		133			121			112
Loss from operations		(52	)		(39	)		(34	)
Interest income (expense), net		(1	)		—			—
Other expense, net		(2	)		(1	)		—
Loss before income taxes		(55	)		(40	)		(34	)
Benefit from (provision for) income taxes		—			2			—
Net loss		(55	)%		(38	)%		(34	)%

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Revenue

	Year Ended December 31,						2016 Compared to 2015					2017 Compared to 2016
	2015		2016		2017		$ Change		% Change			$ Change		% Change
	(in thousands, except percentages)
Revenue:
Subscription, license and support	$	63,747	$	104,786	$	149,262	$	41,039		64	%	$	44,476		42	%
Services		6,847		11,453		12,752		4,606		67	%		1,299		11	%
Total revenue	$	70,594	$	116,239	$	162,014	$	45,645		65	%	$	45,775		39	%

Comparison of the Years Ended December 31, 2017 and 2016

        Total revenue increased by $45.8 million in the year ended December 31, 2017 compared to the same period in 2016, primarily due to an increase of $44.5 million in our subscription, license and support revenue. Subscription, license and support revenue increased 42% in 2017 due to an increase in total customers and an increase in sales to existing customers. Of the $45.8 million increase in total revenue from 2016 to 2017, $27.2 million was due to additional sales to existing customers and $18.6 million was due to sales to new customers. The growth in total revenue was driven by sales of our Cb Response, Cb Protection and Cb Defense products, our increased sales representative capacity to meet the market demand and the expansion of our strategic relationships with channel partners. We added 1,223 net new customers in 2017. Revenue generated by sales of our cloud-based solutions increased from $6.5 million in the year ended December 31, 2016 to $26.0 million in the year ended December 31, 2017. Services revenue increased $1.3 million in the year ended December 31, 2017 compared to the same period in 2016 due to increased demand for deployment and training services.

Comparison of the Years Ended December 31, 2016 and 2015

        Total revenue increased by $45.6 million in the year ended December 31, 2016 compared to the same period in 2015, primarily due to an increase of $41.0 million in our subscription, license and support revenue. Subscription, license and support revenue increased 64% in 2016 due to an increase in total customers and an increase in sales to existing customers. Of the $45.6 million increase in total revenue from 2015 to 2016, $31.8 million was due to additional sales to existing customers and $13.8 million was due to sales to new customers. The growth in total revenue was primarily driven by sales of our Cb Response and Cb Protection products, our increased sales representative capacity to meet the market demand and the expansion of our strategic relationships with channel partners. We added 742 net new customers in 2016. Services revenue increased $4.6 million in the year ended December 31, 2016 compared to the same period in 2015 due to increased demand for deployment and training services.

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Cost of Revenue

	Year Ended December 31,									2016 Compared to 2015					2017 Compared to 2016
	2015			2016			2017			$ Change		% Change			$ Change		% Change
	(in thousands, except percentages)
Cost of revenue:
Subscription, license and support	$	4,492		$	11,296		$	24,217		$	6,804		151	%	$	12,921		114	%
Services		8,821			9,743			11,421			922		10	%		1,678		17	%
Total cost of revenue	$	13,313		$	21,039		$	35,638		$	7,726		58	%	$	14,599		69	%
Gross margin percentage:
Subscription, license and support		93	%		89	%		84	%
Services		(29	)%		15	%		10	%
Total gross margin percentage		81	%		82	%		78	%

Comparison of the Years Ended December 31, 2017 and 2016

        Total cost of revenue increased by $14.6 million in the year ended December 31, 2017 compared to the same period in 2016, primarily due to a $12.9 million increase in the cost of subscription, license and support revenue.

        The $12.9 million increase in cost of subscription, license and support revenue was primarily due to a $6.5 million increase in hosting costs primarily related to cloud-based subscriptions for our Cb Response and Cb Defense products and a $4.8 million increase in employee-related costs (including an increase of $0.2 million in stock-based compensation) resulting from an increase in our customer support and hosting headcount from 53 in 2016 to 97 in 2017. We also incurred a $0.4 million increase in amortization expense related to developed technology intangible assets acquired in the acquisition of Confer, a $0.4 million increase in outside services for contractors hired to augment our customer service staff, a $0.4 million increase in meeting and travel costs, a $0.2 million increase in allocated overhead costs, which was driven by both the increase in headcount and the overall increase in such costs on a year-over-year basis, and a $0.2 million increase in amortization expense related to capitalized internal-use software development costs.

        The $1.7 million increase in cost of services revenue was largely due to a $1.3 million increase in employee-related costs resulting from an increase in the headcount of our professional services team from 55 in 2016 to 64 in 2017, a $0.2 million increase in allocated overhead costs, which was driven by the increase in headcount and the overall increase in such costs on a year-over-year basis, a $0.1 million increase on outside services for contractors hired to augment our professional services staff and a $0.1 million increase in meeting and travel costs.

        Gross margin decreased from 2016 to 2017. We experienced a decrease in gross margin on our subscription, license and support revenue, which comprised 92% of total revenue in 2017 and 90% in 2016. This decrease was primarily due to increase in the number of customers purchasing our cloud-based subscription products during 2017 and the associated personnel and hosting costs. We expect gross margin on our subscription, license and support revenue to continue to decline as more customers purchase our cloud-based offerings. We also experienced a decline in gross margin on our services revenue, which was primarily due to the increase in employee-related costs.

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Comparison of the Years Ended December 31, 2016 and 2015

        Total cost of revenue increased by $7.7 million in the year ended December 31, 2016 compared to the same period in 2015, primarily due to a $6.8 million increase in cost of subscription, license and support revenue.

        The $6.8 million increase in cost of subscription, license and support revenue was due to a $2.8 million increase in employee-related costs (including an increase of $0.1 million in stock-based compensation) resulting from an increase in our customer support and hosting headcount from 28 in 2015 to 53 in 2016. We incurred a $2.5 million increase in hosting costs primarily related to cloud-based subscriptions for our Cb Response and Cb Defense products. We also incurred a $0.5 million increase in amortization expense related to developed technology intangible assets acquired in the acquisition of Confer, a $0.3 million increase in the cost of software subscriptions driven by the increase in headcount, a $0.1 million increase in amortization expense related to capitalized internal-use software development costs and a $0.6 million increase in allocated overhead costs, which was driven by both the increase in headcount and the overall increase in such costs on a year-over-year basis.

        The $0.9 million increase in cost of services revenue was largely due to a $1.3 million increase in employee-related costs resulting from an increase in the headcount of our professional services team from 45 in 2015 to 55 in 2016 to support our revenue growth and a $0.1 million increase in allocated overhead costs, which was driven by the increase in headcount and the overall increase in such costs on a year-over-year basis. These increases were offset by a $0.3 million decrease in outside contractors costs and a $0.2 million decrease in travel costs.

        Gross margin increased slightly from 2015 to 2016. We experienced a decrease in gross margin on our subscription, license and support revenue, which comprised 90% of total revenue in both 2015 and 2016. This decrease was primarily due to an increase in the number of customers purchasing our cloud-based subscription products during 2016 and the associated personnel and hosting costs. We expect gross margin on our subscription, license and support revenue to continue to decline as more customers purchase our cloud-based offerings. The impact of this decrease was offset by the increase in gross margin on our services revenue in 2016. The increase in gross margin on services revenue was due primarily to the slower growth in employee-related costs in 2016 compared to 2015.

Operating Expenses

Sales and Marketing

	Year Ended December 31,									2016 Compared to 2015					2017 Compared to 2016
	2015			2016			2017			$ Change		% Change			$ Change		% Change
	(in thousands, except percentages)
Sales and marketing	$	55,432		$	80,997		$	107,190		$	25,565		46	%	$	26,193		32	%
Percentage of revenue		79	%		70	%		66	%

Comparison of the Years Ended December 31, 2017 and 2016

        Sales and marketing expense increased by $26.2 million in the year ended December 31, 2017 compared to the same period in 2016 as we continued to invest to support our current and anticipated revenue growth. This increase was primarily due to an increase of $19.8 million in employee-related costs, an increase of $4.5 million related to spending on marketing programs and corporate branding initiatives, an increase of $1.4 million in allocated overhead costs, which was driven by both the increase in headcount and the overall increase in such costs on a year-over-year basis, a $1.2 million increase in outside services for contractors hired to augment our sales and marketing staff, an increase of $0.9 million in meeting and travel costs, and an increase of $0.8 million related to the cost of software subscriptions and hosting

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services. These increases were offset by a $2.6 million decrease in amortization expense related to the customer relationship intangible assets acquired in the acquisition of Confer. The $19.8 million increase in employee-related costs was primarily due to a $15.6 million increase in compensation expense (including an increase of $0.8 million in stock-based compensation) resulting from an increase in sales, marketing and business development headcount from 343 in 2016 to 425 in 2017 and a $4.2 million increase in amortization of deferred commissions.

Comparison of the Years Ended December 31, 2016 and 2015

        Sales and marketing expense increased by $25.6 million in the year ended December 31, 2016 compared to the same period in 2015 as we continued to invest to support our current and anticipated revenue growth. This increase was primarily due to an increase of $17.2 million in employee-related costs, an increase of $2.6 million in amortization expense related to customer relationship intangible assets acquired in the acquisition of Confer, an increase of $1.5 million related to spending on marketing programs and corporate branding initiatives, an increase of $0.9 million related to the cost of software subscriptions and hosting services, an increase of $2.0 million in meeting and travel costs and an increase of $1.7 million in allocated overhead costs, which was driven by both the increase in headcount and the overall increase in such costs on year-over-year basis. These increases were offset by a $0.3 million decrease in outside contractors costs. The $17.2 million increase in employee-related costs was primarily due to a $14.8 million increase in compensation expense (including an increase of $0.9 million in stock-based compensation) resulting from an increase in sales, marketing and business development headcount from 218 in 2015 to 343 in 2016 and a $2.4 million increase in amortization of deferred commissions.

Research and Development

	Year Ended December 31,									2016 Compared to 2015					2017 Compared to 2016
	2015			2016			2017			$ Change		% Change			$ Change		% Change
	(in thousands, except percentages)
Research and development	$	24,042		$	36,493		$	52,047		$	12,451		52	%	$	15,554		43	%
Percentage of revenue		34	%		31	%		32	%

Comparison of the Years Ended December 31, 2017 and 2016

        Research and development expense increased by $15.6 million in the year ended December 31, 2017 compared to the same period in 2016 as we continued to invest in our technology architecture and software platform. This increase was primarily due to a $10.2 million increase in employee-related costs (including an increase of $0.5 million in stock-based compensation) resulting from an increase in the headcount of research and development personnel from 182 in 2016 to 233 in 2017. We also incurred a $2.4 million increase in allocated overhead costs, which was driven by both the increase in headcount and the overall increase in such costs on a year-over-year basis, a $1.6 million increase in hosting costs related to software development, a $1.0 million increase in event and travel costs as a result of the increase in headcount and more frequent product roadmap planning events, a $0.6 million increase in outside services for contractors hired to augment our research and development staff and a $0.3 million increase in subscription services costs related to threat research. Our capitalized internal-use software development costs were higher by $0.5 million in 2017 compared to 2016.

Comparison of the Years Ended December 31, 2016 and 2015

        Research and development expense increased by $12.5 million in the year ended December 31, 2016 compared to the same period in 2015, primarily due to a $9.9 million increase in employee-related costs (including an increase of $0.4 million in stock-based compensation) resulting from an increase in the headcount of research and development personnel from 112 in 2015 to 182 in 2016 to support our

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continued product and platform innovation. We also incurred a $0.7 million increase in hosting costs related to software development, a $0.5 million increase in expense related to software subscriptions associated with the increase in headcount, a $0.2 million increase in subscription services costs related to threat research, a $0.2 million increase in travel costs as a result of the increase in headcount and a $1.1 million increase in allocated overhead costs, which was driven by both the increase in headcount and the overall increase in such costs on a year-over-year basis. Our capitalized internal-use software development costs were lower by $0.2 million in 2016 compared to 2015 primarily due to the timing of development projects, most notably the cloud-based version of Cb Response, which was developed during 2015. These increases were partially offset by a $0.3 million decrease in costs of outside services for contractors hired to augment our software engineering efforts.

General and Administrative

	Year Ended December 31,									2016 Compared to 2015					2017 Compared to 2016
	2015			2016			2017			$ Change		% Change			$ Change			% Change
	(in thousands, except percentages)
General and administrative	$	14,389		$	23,289		$	22,337		$	8,900		62	%	$	(952	)		(4	)%
Percentage of revenue		20	%		20	%		14	%

Comparison of the Years Ended December 31, 2017 and 2016

        General and administrative expense decreased by $1.0 million in the year ended December 31, 2017 compared to the same period in 2016. The decrease was primarily due to decreases of $0.8 million in bad debt expense, $0.4 million in legal, audit and tax fees, $0.3 million in non-income taxes and fees, $0.2 million in outside service costs for contractors and $0.3 million in severance costs. These decreases were partially offset by a $0.4 million increase in employee-related costs (including an increase of $0.1 million in stock-based compensation) resulting from an increase in the headcount of general and administrative personnel from 88 in 2016 to 113 in 2017. We also incurred increases of $0.3 million in allocated overhead costs, which were driven by both the increase in headcount and the overall increase in such costs on a year-over-year basis, $0.2 million in software subscription costs and $0.1 million in travel costs.

Comparison of the Years Ended December 31, 2016 and 2015

        General and administrative expense increased by $8.9 million in the year ended December 31, 2016 compared to the same period in 2015. The increase was primarily due to a $5.5 million increase in employee-related costs (including an increase of $1.0 million in stock-based compensation) resulting from an increase in headcount of general and administrative personnel from 69 in 2015 to 88 in 2016 as we continued to invest in our senior leadership and finance, legal, security and human resources teams to support our growing business. We also incurred increases of $0.4 million in outside services costs for contractors hired to augment our staff capacity, $0.6 million in costs of software licenses, subscriptions and dues, $0.9 million in legal, audit and tax fees, $0.3 million in bad debt expense, $0.2 million in travel costs, $0.4 million in non-income taxes and fees and $0.6 million in allocated overhead costs, which was driven by both the increase in headcount and the overall increase in such costs on a year-over-year basis.

Interest Expense, Net

	Year Ended December 31,									2016 Compared to 2015					2017 Compared to 2016
	2015			2016			2017			$ Change		% Change			$ Change		% Change
	(in thousands, except percentages)
Interest expense, net	$	(817	)	$	(518	)	$	32		$	299		(37	)%	$	550		(106	)%
Percentage of revenue		(1	)%		0	%		0	%

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Comparison of the Years Ended December 31, 2017 and 2016

        Interest expense, net decreased by $0.6 million in the year ended December 31, 2017 compared to the same period in 2016. The decrease was primarily due to the repayment of all principal amounts outstanding under the line of credit in April 2017.

Comparison of the Years Ended December 31, 2016 and 2015

        Interest expense, net decreased by $0.3 million in the year ended December 31, 2016 compared to the same period in 2015. The decrease was due to $0.1 million of lower interest expense as a result of our borrowing under the line of credit in September 2016 to repay the outstanding principal balance on the mezzanine term loan, which had a higher interest rate, and $0.2 million of higher interest income in 2016 compared to 2015 from higher invested cash balances.

Other Income (Expense), Net

	Year Ended December 31,									2016 Compared to 2015					2017 Compared to 2016
	2015			2016			2017			$ Change		% Change			$ Change		% Change
	(in thousands, except percentages)
Other income (expense), net	$	(1,253	)	$	(648	)	$	(583	)	$	605		(48	)%	$	65		(10	)%
Percentage of revenue		(2	)%		(1	)%		0	%

Comparison of the Years Ended December 31, 2017 and 2016

        Other expense, net decreased by $0.1 million in the year ended December 31, 2017 compared to the same period in 2016, primarily due to a change in the amount of foreign currency transaction gains and losses, from a loss of $0.5 million in 2016 to a gain of $0.2 million in 2017, as well as no loss on extinguishment of debt in 2017, partially offset by a $0.8 million increase from 2016 to 2017 in the expense associated with the change in the fair value of our warrant liabilities.

Comparison of the Years Ended December 31, 2016 and 2015

        Other expense, net decreased by $0.6 million in the year ended December 31, 2016 compared to the same period in 2015, primarily due to a $0.9 million decrease from 2015 to 2016 in the expense associated with the change in the fair value of our warrant liabilities, offset by a $0.2 million increase in losses associated with foreign currency fluctuations from 2015 to 2016 as well as a $0.2 million loss on extinguishment of debt, which was recognized in 2016 upon the payoff and termination of the mezzanine term loan.

Benefit from (Provision for) Income Taxes

Comparison of the Years Ended December 31, 2017 and 2016

        The provision for income taxes was $0.1 million in the year ended December 31, 2017 compared to a benefit from income taxes of $2.2 million in the same period in 2016. The provision recognized in 2017 was due primarily to foreign income taxes. The benefit recognized in 2016 was due to the release of a portion of our deferred tax asset valuation in connection with the acquisition of Confer; otherwise, no other income tax benefit was recognized in 2017 or 2016 due to the uncertainty of realizing a benefit from our incurred losses for the periods.

Comparison of the Years Ended December 31, 2016 and 2015

        Benefit from income taxes was $2.2 million in the year ended December 31, 2016 compared to $0 in the same period in 2015. The benefit recognized in 2016 was due to the release of a portion of our deferred tax asset valuation allowance in connection with our acquisition of Confer; otherwise, no other income tax

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benefit was recognized in 2016 or 2015 due to the uncertainty of realizing a benefit from our incurred losses for the periods.

Quarterly Results of Operations

        The following table sets forth our unaudited quarterly consolidated balance sheet and statements of operations data as of and for each of the eight quarters in the period ended December 31, 2017. We have prepared the quarterly financial data on the same basis as the audited consolidated financial statements included in this prospectus. In our opinion, the quarterly financial data reflects all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair statement of this data. This quarterly consolidated financial data should be read in conjunction with our consolidated financial statements and related notes appearing at the end of this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future.

	Three Months Ended
	Mar 31, 2016			Jun 30, 2016			Sep 30, 2016			Dec 31, 2016			Mar 31, 2017			Jun 30, 2017			Sep 30, 2017			Dec 31, 2017
	(in thousands)
Consolidated Statement of Operations Data:
Revenue:
Subscription, license and support	$	21,891		$	24,421		$	27,497		$	30,977		$	33,739		$	35,828		$	38,216		$	41,479
Services		2,406			3,010			2,809			3,228			3,023			3,231			3,163			3,335
Total revenue		24,297			27,431			30,306			34,205			36,762			39,059			41,379			44,814
Cost of revenue:
Subscription, license and support(1)		2,009			2,503			3,140			3,644			4,831			5,744			6,842			6,800
Services(1)		2,377			2,364			2,476			2,526			2,770			2,647			2,943			3,061
Total cost of revenue		4,386			4,867			5,616			6,170			7,601			8,391			9,785			9,861
Gross profit		19,911			22,564			24,690			28,035			29,161			30,668			31,594			34,953
Operating expenses:
Sales and marketing(1)		17,333			19,500			21,289			22,875			25,297			25,727			26,905			29,261
Research and development(1)		7,473			8,244			10,147			10,629			11,547			12,572			13,675			14,253
General and administrative(1)		5,364			6,477			5,594			5,854			4,929			5,414			5,717			6,277
Total operating expenses		30,170			34,221			37,030			39,358			41,773			43,713			46,297			49,791
Loss from operations		(10,259	)		(11,657	)		(12,340	)		(11,323	)		(12,612	)		(13,045	)		(14,703	)		(14,838	)
Interest expense, net		(175	)		(165	)		(136	)		(42	)		(31	)		15			21			27
Other income (expense), net		(155	)		(334	)		(18	)		(141	)		100			136			58			(877	)
Loss before income taxes		(10,589	)		(12,156	)		(12,494	)		(11,506	)		(12,543	)		(12,894	)		(14,624	)		(15,688	)
Benefit from (provision for) income taxes		—			2,238			(20	)		(27	)		(17	)		(69	)		(22	)		30
Net loss	$	(10,589	)	$	(9,918	)	$	(12,514	)	$	(11,533	)	$	(12,560	)	$	(12,963	)	$	(14,646	)	$	(15,658	)
Consolidated Balance Sheet Data: (which is as of the end of the period):
Total deferred revenue	$	84,596		$	91,154		$	97,638		$	113,399		$	107,986		$	122,112		$	136,056		$	164,180

(1)

The following table summarizes the classification of stock-based compensation expense in our consolidated statements of operations:

	Three Months Ended
	Mar 31, 2016		Jun 30, 2016		Sep 30, 2016		Dec 31, 2016		Mar 31, 2017		Jun 30, 2017		Sep 30, 2017		Dec 31, 2017
	(in thousands)
Cost of subscription, license and support revenue	$	36	$	45	$	49	$	54	$	75	$	85	$	112	$	131
Cost of services revenue		58		52		49		60		54		57		56		60
Sales and marketing		482		579		687		753		873		744		805		888
Research and development		510		316		601		608		619		651		656		580
General and administrative		690		697		511		519		586		623		652		649
Total stock-based compensation expense	$	1,776	$	1,689	$	1,897	$	1,994	$	2,207	$	2,160	$	2,281	$	2,308

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	Three Months Ended
	Mar 31, 2016			Jun 30, 2016			Sep 30, 2016			Dec 31, 2016			Mar 31, 2017			Jun 30, 2017			Sep 30, 2017			Dec 31, 2017
	(as a percentage of total revenue)
Consolidated Statement of Operations Data:
Revenue:
Subscription, license and support		90	%		89	%		91	%		91	%		92	%		92	%		92	%		93	%
Services		10			11			9			9			8			8			8			7
Total revenue		100			100			100			100			100			100			100			100
Cost of revenue:
Subscription, license and support		8			9			10			11			13			15			17			15
Services		10			9			8			7			8			7			7			7
Total cost of revenue		18			18			19			18			21			21			24			22
Gross profit		82			82			81			82			79			79			76			78
Operating expenses:
Sales and marketing		71			71			70			67			69			66			65			65
Research and development		31			30			33			31			31			32			33			32
General and administrative		22			24			18			17			13			14			14			14
Total operating expenses		124			125			122			115			114			112			112			111
Loss from operations		(42	)		(42	)		(41	)		(33	)		(34	)		(33	)		(36	)		(33	)
Interest expense, net		(1	)		(1	)		—			—			—			—			—			—
Other income (expense), net		(1	)		(1	)		—			—			—			—			—			(2	)
Loss before income taxes		(44	)		(44	)		(41	)		(34	)		(34	)		(33	)		(35	)		(35	)
Benefit from income taxes		—			8			—			—			—			—			—			—
Net loss		(44	)%		(36	)%		(41	)%		(34	)%		(34	)%		(33	)%		(35	)%		(35	)%

        The sequential increases in our quarterly revenue have resulted primarily from increases in our number of new customers as well as increased revenue from existing customers as they expanded their use of our solutions.

        Total costs and expenses generally increased sequentially for the periods presented due primarily to the addition of personnel in connection with the expansion of our business and other related expenses to support our growth. We anticipate these expenses will continue to increase in future periods as we continue to focus on investing in the long-term growth of our business.

        Our quarterly operating results may fluctuate due to various factors affecting our performance.

Backlog

        We define backlog as contractually committed orders for our subscriptions and support services for which the associated revenue has not been recognized and the customer has not been invoiced. Amounts that have been invoiced but not yet recognized as revenue are reported as deferred revenue on our consolidated balance sheets and are not included in our calculation of backlog. As of December 31, 2016 and 2017, we had backlog of approximately $65.7 million and $40.7 million, respectively. The decrease in backlog was due largely to a change in our policy in 2017 that required customers with multi-year contract commitments to agree to multi-year upfront billing for the total contract fee. This policy resulted in more customers contracting with us for one-year term agreements during 2017. Of the amount of backlog as of December 31, 2017, we expect that approximately $33.2 million will be invoiced to customers within the following twelve months and will be initially recorded as deferred revenue.

Liquidity and Capital Resources

        We have funded our operations to date primarily with proceeds from the sale of preferred stock, convertible debt financings and borrowings under two loan and security agreements. As of December 31, 2017, we had cash and cash equivalents of $36.1 million, substantially all of which was on deposit or invested in the United States.

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        Since our inception, we have generated significant losses and expect to continue to generate losses for the foreseeable future. We believe that our existing cash and cash equivalents will be sufficient to meet our working capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, our activities related to the acquisition of complementary businesses, technologies and assets, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, particularly internationally, and the introduction of new and enhanced products as we continue to innovate. In the event that additional financing is required from outside sources, we may be unable to raise the funds on acceptable terms, if at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition could be adversely affected.

Sources of Funds

Line of Credit

        As of December 31, 2016, we were party to a senior loan and security agreement with Silicon Valley Bank, or the line of credit, which, as amended through that date, provided for maximum borrowings in one or more advances of an amount equal to the lesser of $10.0 million or 80% of eligible accounts receivable. Borrowings under the line of credit bore interest at Silicon Valley Bank's prime rate plus 1.50%, which was 5.25% as of December 31, 2016, and matured on March 29, 2017. In September 2016, we borrowed $5.5 million under the line of credit and used the proceeds to pay the outstanding $5.5 million principal balance on the mezzanine term loan, discussed below. As of December 31, 2016, the amount of outstanding principal under the line of credit was $5.5 million and additional borrowings available to us under the line of credit were $4.5 million.

        In March 2017, the line of credit was further amended to increase the maximum borrowings to $40.0 million, without consideration of our eligible accounts receivable. Borrowings under the amended line of credit accrue interest at Silicon Valley Bank's prime rate and may be repaid and reborrowed until March 21, 2020, when the line of credit expires and all outstanding amounts must be repaid. In April 2017, we repaid all amounts outstanding under the line of credit, totaling $5.5 million.

        Borrowings under the line of credit are collateralized by substantially all of our assets, excluding intellectual property. We are subject to various financial reporting requirements and financial covenants under the line of credit, including maintaining specified liquidity measurements. We were in compliance with all such covenants as of and for the years ended December 31, 2015, 2016 and 2017. In addition, there are negative covenants restricting our activities, including limitations on dispositions, mergers or acquisitions; encumbering intellectual property; incurring indebtedness or liens; paying dividends and redeeming or repurchasing capital stock; making certain investments; and engaging in certain other business transactions. The obligations under the line of credit are subject to acceleration upon the occurrence of specified events of default, including a material adverse change in our business, operations or financial or other condition.

Mezzanine Term Loan

        We were also previously party to a subordinated loan and security agreement with Silicon Valley Bank, or the mezzanine term loan, pursuant to which we had borrowed $6.0 million as of December 31, 2015. Borrowings under the agreement, as amended, accrued interest at a rate of 10% per annum. From January 1, 2016 through July 31, 2016, we made monthly interest-only payments. We commenced making monthly principal and interest payments on August 1, 2016. Borrowings under the mezzanine term loan were junior to borrowings under the line of credit. In September 2016, using borrowings from the line of credit, we repaid the outstanding principal balance of $5.5 million under the mezzanine term loan, which then terminated with no additional borrowings available to us.

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Uses of Funds

        Our historical uses of cash have consisted of cash used for operating activities, such as expansion of our sales and marketing operations, research and development activities and other working capital needs, and cash used for investing activities, including cash paid for business acquisitions and for purchases of property and equipment.

        The following table shows a summary of our cash flows for the years ended December 31, 2015, 2016 and 2017:

	Year Ended December 31,
	2015			2016			2017
	(in thousands)
Net cash used in operating activities	$	(4,097	)	$	(33,088	)	$	(7,678	)
Net cash (used in) provided by investing activities		(12,866	)		2,200			(6,067	)
Net cash provided by financing activities		59,191			15,395			(1,685	)
Net increase (decrease) in cash and cash equivalents	$	42,228		$	(15,493	)	$	(15,430	)

Operating Activities

        During the year ended December 31, 2017, operating activities used $7.7 million of cash, primarily resulting from our net loss of $55.8 million, partially offset by net cash provided by changes in our operating assets and liabilities of $31.6 million and non-cash charges of $16.5 million. Net cash provided by changes in our operating assets and liabilities consisted of a $50.8 million increase in deferred revenue and a $4.2 million increase in accrued expenses, both partially offset by a $16.9 million increase in accounts receivable, a $4.4 million increase in deferred commissions, a $0.9 million increase in prepaid expenses and other assets, a $0.7 million decrease in accounts payable, a $0.4 million decrease in deferred rent and a $0.1 million decrease in other long-term liabilities. The increases in deferred revenue and deferred commissions were due to increases in the number of customers and the amounts we billed for our products and services in 2017 compared to 2016. The increase in the amount billed contributed to the increase in deferred revenue as amounts billed for subscriptions, perpetual licenses, support and services are generally deferred on our balance sheet and subsequently recognized as revenue ratably over the longest service period of any deliverable in the arrangement. The increase in accounts receivable was due to the growth of our business in 2017 compared to 2016. The increases in accrued expenses and prepaid expenses and other assets resulted from our increased spending due to the growth of our business. The decrease in accounts payable was due to the timing of payments.

        During the year ended December 31, 2016, operating activities used $33.1 million of cash, primarily resulting from our net loss of $44.6 million and net cash used by changes in our operating assets and liabilities of $2.2 million, partially offset by non-cash charges of $13.7 million. Net cash used by changes in our operating assets and liabilities consisted primarily of a $13.8 million increase in accounts receivable, a $14.0 million decrease in management incentive plan liability, a $4.2 million increase in deferred commissions and a $2.6 million increase in prepaid expenses and other assets, all partially offset by a $27.8 million increase in deferred revenue, a $3.6 million increase in accrued expenses and a $1.0 million increase in accounts payable. The increase in accounts receivable was due to the growth of our business in 2016 compared to 2015. The increases in deferred revenue and deferred commissions were due to increases in the number of customers and the amounts we billed for our products and services in 2016 compared to 2015. The increase in the amount billed contributed to the increase in deferred revenue as amounts billed for subscriptions, perpetual licenses, support and services are generally deferred on our balance sheet and subsequently recognized as revenue ratably over the longest service period of any deliverable in the arrangement. The increases in accrued expenses, accounts payable and in prepaid expenses and other assets resulted from our increased spending due to the growth of our business. The decrease in the management incentive plan liability was due to a $14.0 million cash payment, in addition to

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our issuance of 1,921,801 shares of common stock with a fair value of $6.0 million, to settle the management incentive plan obligation. For more information regarding the settlement of the management incentive plan obligation, see Note 15 to our consolidated financial statements appearing at the end of this prospectus.

        During the year ended December 31, 2015, operating activities used $4.1 million of cash, primarily resulting from our net loss of $38.7 million, partially offset by net cash provided by changes in our operating assets and liabilities of $25.1 million and non-cash charges of $9.5 million. Net cash provided by changes in our operating assets and liabilities consisted primarily of a $28.2 million increase in deferred revenue, a $3.4 million increase in accrued expenses and a $4.1 million increase in deferred rent, all partially offset by a $7.6 million increase in accounts receivable, a $2.3 million increase in deferred commissions and a $1.2 million increase in prepaid expenses and other assets. The increases in deferred revenue and deferred commissions were due to an increase in the number of customers and in the amounts we billed for our products and services in 2015 compared to 2014. The increase in the amount billed contributed to the increase in deferred revenue as amounts billed for subscriptions, perpetual licenses, support and services are generally deferred on our balance sheet and subsequently recognized as revenue ratably over the longest service period of any deliverable in the arrangement. The increase in accounts receivable was due to the growth of our business in 2015 compared to 2014. The increases in accrued expenses and in prepaid expenses and other assets resulted from our increased spending due to the growth of our business. The increase in deferred rent was primarily due to $3.4 million in tenant improvement allowances received during 2015 in connection with the lease for our new office in Waltham, Massachusetts.

Investing Activities

        During the year ended December 31, 2017, investing activities used $6.1 million of cash, consisting of purchases of property and equipment of $5.2 million and capitalization of internal-use software costs of $0.9 million. The purchases of property and equipment in 2017 were primarily related to the growth of our headcount and the general expansion of our business.

        During the year ended December 31, 2016, investing activities provided $2.2 million of cash, consisting of net cash of $6.9 million received in connection with our acquisition of Confer, which we funded primarily by the issuance of shares of our preferred and common stock, and a decrease in restricted cash due to the release of $1.5 million by our financial institution, which no longer required us to maintain a certificate of deposit collateralizing a letter of credit issued as a security deposit in connection with our lease of our corporate office facilities, partially offset by purchases of property and equipment of $5.8 million and capitalization of internal-use software costs of $0.4 million. The purchases of property and equipment in 2016 were primarily related to the growth of our headcount and the general expansion of the business.

        During the year ended December 31, 2015, investing activities used $12.9 million of cash, consisting of purchases of property and equipment of $8.9 million, capitalization of internal-use software costs of $0.6 million, net cash paid in connection with business acquisitions of $2.0 million and an increase in restricted cash associated with the security deposit for our Waltham office lease of $1.3 million. Of the $8.9 million used in purchases of property and equipment, $5.4 million related to spending on leasehold improvements, furniture and fixtures in our new offices in Waltham, Massachusetts.

Financing Activities

        During the year ended December 31, 2017, financing activities used $1.7 million of cash, primarily resulting from payments of $5.6 million related to debt obligations, partially offset by proceeds of $3.9 million from the exercise of stock options.

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        During the year ended December 31, 2016, financing activities provided $15.4 million of cash, primarily resulting from net proceeds of $15.4 million from the issuance of preferred stock, proceeds of $5.5 million from borrowings on our line of credit and proceeds of $2.5 million from the exercise of stock options, partially offset by payments of $6.1 million related to debt obligations and $1.9 million of initial public offering costs. The $15.4 million from the issuance of preferred stock included $2.0 million received upon the exercise of a customer option in connection with our acquisition of Confer, which we were then obligated to remit to the former shareholders of Confer in accordance with the merger agreement.

        During the year ended December 31, 2015, financing activities provided $59.2 million of cash, primarily resulting from net proceeds of $55.8 million from the issuance of preferred stock, proceeds of $3.0 million from borrowings on our mezzanine term loan and proceeds of $0.6 million from the exercise of stock options.

Contractual Obligations and Commitments

        The following table summarizes our contractual obligations as of December 31, 2017 and the effect such obligations are expected to have on our liquidity and cash flows in future periods:

	Payments Due by Period
	Total		Less than 1 Year		1 to 3 Years		4 to 5 Years		More than 5 Years
	(in thousands)
Hosting commitments(1)	$	42,447	$	16,447	$	26,000	$	—	$	—
Operating lease obligations(2)		21,018		4,836		9,070		5,936		1,176
Total	$	63,465	$	21,283	$	35,070	$	5,936	$	1,176

(1)

Amounts in the table reflect a non-cancellable capacity commitment with a hosting provider under an agreement that, as amended, expires in November 2020.

(2)

Amounts in the table reflect payments due for our leases of office space that expire at various dates between February 2018 and June 2027.

        On April 6, 2018, we agreed to make payments in 2018 totaling $3.9 million pursuant to a settlement agreement with a non-practicing entity that claimed we infringed upon certain patents held by such entity. Such payments, which we accrued in connection with the settlement, are not included in the table above. See Note 21 to our consolidated financial statements appearing at the end of this prospectus.

Critical Accounting Policies

        Our consolidated financial statements are prepared in accordance with GAAP. The preparation of our consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. Our most critical accounting policies are summarized below. See Note 2 to our consolidated financial statements appearing at the end of this prospectus for a description of our other significant accounting policies.

Revenue Recognition

        We generate revenue through relationships with channel partners and through our direct sales force primarily from three sources: (1) the sale of subscription (i.e., term-based) and perpetual licenses for software products along with access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud, as well as maintenance services and customer support, which we refer to

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collectively as support, (2) cloud-based SaaS subscriptions for access to our Cb Response and Cb Defense software products, and (3) professional services and training, which we refer to collectively as services.

        We recognize revenue when all of the following criteria are met:

•

Persuasive evidence of an arrangement exists.  Binding agreements or purchase orders are generally evidence of an arrangement.

•

Delivery has occurred.  Delivery occurs (1) when the customer has been provided an access code that allows them to access and download the software product; (2) when the services are performed; or (3) when on-line training has been made available to the customer.

•

The sales price is fixed or determinable.  Fees are considered fixed or determinable when the fees are contractually agreed with the customer and when the payment terms of the transaction do not extend beyond our customary payment terms.

•

Collectibility is probable or reasonably assured.  Collectibility is deemed probable or reasonably assured based on review of a number of factors, including creditworthiness and customer payment history.

Subscription, License and Support Revenue

        Substantially all of our software arrangements are multiple-element arrangements that contain a combination of deliverables, including software licenses, cloud-based subscriptions, support, professional services and training. All of these elements are considered software elements, other than the cloud-based subscriptions, and, thus, are accounted for in accordance with GAAP for software revenue recognition. Cloud-based subscriptions are considered non-software elements.

        Our Cb Protection and Cb Response products are offered through subscription or perpetual software licenses, with a substantial majority of our customers selecting a subscription license. Subscription licenses include access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud as well as ongoing support, which provides our customers with telephone and web-based support, bug fixes and repairs and software updates on a when-and-if-available basis. The Cb Predictive Security Cloud automatically distributes real-time threat intelligence, such as detection algorithms, reputation scores and attack classifications, to our customers. Substantially all customers who purchase licenses on a perpetual basis also purchase an agreement for support and an agreement for access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud.

        The timing and pattern of revenue recognition varies by arrangement and is dependent on the combination of elements included in the arrangement. Generally, under the software revenue recognition guidance, arrangement consideration is allocated among the elements of a multiple-element arrangement using the residual method. Under the residual method, when vendor-specific objective evidence, or VSOE, of fair value exists for the undelivered elements in an arrangement, consideration is allocated to the undelivered elements based on VSOE of fair value of those elements, which is deferred, and the residual amount of the total arrangement fee is recognized as revenue upon delivery of the software, assuming all other revenue recognition criteria are met. If VSOE of the fair value of one or more of the undelivered elements does not exist, all revenues from the arrangement are deferred until delivery of all of the elements has occurred or until VSOE of the fair values of each of those undelivered elements can be established, whichever is earlier. We do not have VSOE of fair value for our software and support offerings and, therefore, we are unable to apply the residual method to substantially all of our arrangements. For these arrangements, the aggregate arrangement fee is deferred on our balance sheet and subsequently recognized as revenue ratably over the longest service period of any deliverable in the arrangement, which is generally the support term, beginning once all services in the arrangement have commenced, after delivery of the software. We provide customers with access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud upon delivery of our licensed software.

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        During 2015, we began offering our Cb Response product through cloud-based subscriptions. During 2016, we began offering our Cb Defense product, a cloud-based next-generation antivirus solution obtained through the acquisition of Confer. Under our Cb Response product cloud-based subscription arrangements, customers do not have the contractual right to take possession of the software at any time. Under our Cb Defense product cloud-based subscription arrangements, customers do not have the contractual right to take possession of the software at any time, nor is it feasible for customers to run the software on their own or with another third-party. With respect to these cloud-based subscription offerings sold on a stand-alone basis, we recognize revenue ratably over the term of the subscription delivery, assuming that the other criteria for revenue recognition are met.

        When a multiple-element arrangement includes both software elements and non-software elements, the total arrangement consideration is first allocated between the software elements and the non-software elements based on the selling price hierarchy, which includes (1) VSOE, if available, (2) third-party evidence, or TPE, if VSOE is not available or (3) best estimate of selling price, or BESP, if neither VSOE nor TPE is available. We have not been able to establish a selling price for any element using VSOE or TPE. We determine BESP by considering our overall pricing objectives and market conditions. Significant pricing practices taken into consideration include our discounting practices, the size and volume of our transactions, our price lists, our go-to-market strategy, historical standalone sales and contract prices. The determination of BESP is made in consultation with, and is approved by, our management. Our multiple-element arrangements can include a single non-software element, in which case the portion of the consideration allocated to the non-software element is recognized ratably over the service period of the non-software element, assuming all other criteria for revenue recognition have been met. The portion of the consideration allocated to software elements is recognized as described above.

Services Revenue

        We provide professional services to customers, primarily in the form of deployment, and training services. Services are typically sold together with licenses of our software products and, to a lesser extent, on a stand-alone basis. Services are priced separately and are not essential to the functionality of the software license. The professional services can be performed by a third party and have a history of consistent pricing by us. Professional services are sold as time-and-materials contracts based on the number of hours worked and at contractually agreed-upon hourly rates, and on a fixed-fee basis. Revenue from professional services and training sold on a stand-alone basis is recognized as those services are rendered.

        We have established VSOE of fair value for professional services based on an analysis of the stand-alone selling prices of the services. While professional services meet the conditions to qualify as a separate element for revenue recognition, when professional services are included in an arrangement that also includes support, revenue from the entire arrangement is recognized ratably over the longest service period of any deliverable in the arrangement, beginning once all services in the arrangement have commenced because we do not have VSOE of fair value for support.

        Our employees may incur out-of-pocket expenses when providing services to customers that are reimbursable from the customer under the terms of the service contract. We bill any out-of-pocket expenses incurred in the performance of these services to the customer. The expenses are classified on a gross basis as revenue and costs of revenue in our consolidated statements of operations. Our determination of a gross presentation is based on an assessment of the relevant facts and circumstances, including the fact that our customers, instead of us, benefit from the expenditures and we bear the credit risk of the reimbursement until we receive reimbursement from the customer.

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Channel Partners

        A substantial majority of our revenue is generated by sales in conjunction with our channel partners, such as VARs, MSSPs and IR firms. When we transact with a channel partner, our contractual arrangement is with the channel partner and not with the end-use customer. Whether we transact business with and receive the order from a channel partner or directly from an end-use customer, our revenue recognition policy and resulting pattern of revenue recognition for the order are the same.

        In our business with VARs, we enter into a reseller agreement under which the VAR places orders to us for our products and services in connection with the VAR's own sales to identified end-use customers. Under those contractual arrangements, we invoice the VAR for the arrangement fee (which reflects a channel partner discount relative to typical end-use customer pricing) and payment to us from the VAR is not contingent upon the VAR's collection from the end-use customer. We record revenue based on the amount of the discounted arrangement fee. For sales of our software products and support to VARs, the end-use customer also enters into a click-through license agreement with us and we fulfill the software and provide the support directly to the end-use customer. The key terms of and the accounting for our contractual arrangements with VARs are the same as those of other distributors of our products and services that are not VARs.

        In our business with MSSPs, we enter into a contractual arrangement with the MSSP that permits it to deploy our software products to end-use customers as components of the MSSP's broader managed service offerings. Under those contractual arrangements, we invoice the MSSP for the arrangement fee (which reflects a channel partner discount relative to typical end-use customer pricing) and payment to us from the MSSP is not contingent upon the MSSP's collection from the end-use customer. We record revenue based on the amount of the discounted arrangement fee. We provide support to the MSSP and not to the identified end-use customer. MSSPs do not purchase professional services or training from us, for their own benefit or for the benefit of the end-use customer.

        In our business with IR firms, we enter into contractual arrangements that permit IR firms to deploy our solution into an enterprise environment for a limited time period to assist in their client investigation and incident response service engagements with the goal of referring those clients to us following the engagement. We receive no fees from IR firms and record no revenue from those contractual arrangements.

New Revenue Recognition Standard

        Effective January 1, 2018, we will be required to adopt Accounting Standard Codification Topic 606, Revenue from Contracts with Customers, or ASC 606. We are currently evaluating the impact of the adoption of ASC 606 on our consolidated financial statements. We plan to adopt ASC 606 as of January 1, 2018 on a full retrospective basis, which will result in us recasting prior year consolidated financial statements to reflect the provisions of the new standard. While our assessment is preliminary, we have reached some conclusions on key accounting assessments related to the impact of the new standard, which are described in Note 2 to our consolidated financial statements appearing at the end of this prospectus.

Deferred Commissions

        We capitalize commission costs that are incremental and directly related to the acquisition of customer agreements. Commissions are earned by our sales force and paid in full upon the receipt of customer orders, or bookings, for new arrangements or renewals. Commission costs are capitalized when earned and are amortized as expense over the same period that the revenue is recognized for the related non-cancelable customer agreement in proportion to the recognition of the revenue. We believe that capitalizing commission costs is the preferable method of accounting as the commission charges are so closely related to the revenue from the non-cancelable customer agreements that they should be recorded as an asset and charged to expense over the same period that the related revenue is recognized.

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Amortization of deferred commissions is included in sales and marketing expense in our consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

        We measure stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognize the corresponding compensation expense of those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. Generally, we issue stock option awards with only service-based vesting conditions and record the expense for these awards using the straight-line method.

        We measure stock-based awards granted to non-employee consultants based on the fair value of the award on the date at which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such non-employee consultants until completed. At the end of each financial reporting period prior to completion of the service, we remeasure the fair value of these awards using the then-current fair value of the underlying preferred stock or common stock and updated assumption inputs in the Black-Scholes option-pricing model.

        We estimate the fair value of each stock option grant using the Black-Scholes option-pricing model, which uses as inputs the fair value of our preferred stock or common stock and assumptions we make for the volatility of our preferred stock or common stock, the expected term of our stock options, the risk-free interest rate for a period that approximates the expected term of our stock options and our expected dividend yield.

        We estimate the fair value of each restricted stock award or restricted stock unit award based on the difference between the purchase price per share of the award, if any, and the fair value per share of our common stock on the date of grant.

Determination of the Fair Value of Common Stock

        As there has been no public market for our common stock to date, the estimated fair value of our common stock has been determined by our board of directors as of the date of each option grant, with input from management, considering as one of the factors our most recently available third-party valuations of common stock, and our board of directors' assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants' Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Our common stock valuations were prepared using either a probability-weighted expected return method, or PWERM, or a hybrid method, each of which used a combination of market and income approaches or a market approach to estimate our enterprise value. The hybrid method is a PWERM where the equity value in one or more of the scenarios is allocated using an option-pricing method, or OPM. Under the PWERM methodology, the fair value of common stock is estimated based upon an analysis of future values for the company, assuming various outcomes. The common stock values are based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of stock. The future value of common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for each class of stock. The OPM treats common stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company's securities changes. Under this method, the common stock has value only if the funds available for distribution to stockholders exceed the value of the preferred stock liquidation preferences at the time of a liquidity event, such as a strategic sale or merger.

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        These third-party valuations were performed at various dates, which resulted in valuations of our common stock of $3.13 per share as of December 31, 2015, $3.17 per share as of March 31, 2016, $3.13 as of June 3, 2016, $3.16 per share as of June 30, 2016, $3.19 per share as of September 30, 2016, $2.99 per share as of December 31, 2016, $2.94 per share as of March 31, 2017, $2.96 per share as of June 30, 2017, $3.04 per share as of September 30, 2017 and $3.73 per share as of December 31, 2017. In addition to considering the results of these third-party valuations, our board of directors considered various objective and subjective factors to determine the fair value of our common stock as of each grant date, which may be as a date later than the most recent third-party valuation date, including:

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the prices, rights, preferences and privileges of our preferred stock relative to our common stock;

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our business, financial condition and results of operations, including related industry trends affecting our operations;

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the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or a sale of our company, given prevailing market conditions;

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the lack of marketability of our common stock;

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our financial position, including cash on hand, and our historical and forecasted performance and operating results;

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the market performance of comparable publicly traded technology companies; and

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the United States and global economic and capital market conditions and outlook.

        The assumptions underlying these valuations represent management's best estimates, which involve inherent uncertainties and the application of management judgment. As a result, if factors or expected outcomes change and we use significantly different assumptions or estimates, our stock-based compensation expense could be materially different.

        Following the closing of this offering, the fair value of our common stock will be determined based on the quoted market price of our common stock.

Options Granted

        The following table sets forth by grant date the number of shares of common stock subject to options granted since January 1, 2016, the per share exercise price of the options, the fair value of common stock on each grant date, and the per share estimated fair value of the options:

Grant Date	Number of Shares Subject to Options Granted		Per Share Exercise Price of Options		Fair Value of Common Stock per Share on Grant Date		Per Share Estimated Fair Value of Options
January 26, 2016		2,308,193	$	3.13	$	3.13	$	1.53
May 4, 2016		1,646,700	$	3.17	$	3.17	$	1.55
June 3, 2016 (issued in connection with Confer acquisition)		1,593,701	$	1.10	$	3.13	$	2.36
August 30, 2016		1,895,333	$	3.16	$	3.16	$	1.52
October 26, 2016		626,875	$	3.19	$	3.19	$	1.53
January 26, 2017		2,634,825	$	2.99	$	2.99	$	1.45
March 13, 2017		125,000	$	2.99	$	2.99	$	1.45
May 2, 2017		1,586,773	$	2.94	$	2.94	$	1.40
June 27, 2017		27,983	$	2.94	$	2.94	$	1.40
August 2, 2017		2,659,500	$	2.96	$	2.96	$	1.39
October 27, 2017		639,025	$	3.04	$	3.04	$	1.41
January 29, 2018		3,608,225	$	3.73	$	3.73	$	1.74

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Restricted Stock Units Granted

        On January 29, 2018, we granted restricted stock units that may be settled for an aggregate of 789,000 shares of common stock. The restricted stock units had a fair value of $3.73 per share on the date of grant. We have not granted any other restricted stock units since January 1, 2016.

Business Combinations

        We account for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (1) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (2) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. Transaction costs related to business combinations are expensed as incurred.

        Determining the fair value of assets acquired and liabilities assumed and the allocation of the purchase price requires management to use significant judgment and estimates, especially with respect to intangible assets. Critical estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies; estimates of future revenue and cash flows, expected long-term market growth, future expected operating expenses, costs of capital and appropriate discount rates. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, we may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could last up to one year after the transaction date, all adjustments are recorded in the consolidated statements of operations and comprehensive loss.

Impairment of Goodwill and Long-Lived Assets

        Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization, but is tested annually for impairment or more frequently if there are indicators of impairment. We consider the following potential indicators of impairment: significant underperformance relative to historical or projected future operating results, significant changes in our use of acquired assets or the strategy of our overall business, significant negative industry or economic trends and a significant decline in our enterprise value as determined by our board of directors based, in part, on the results of common stock valuations prepared by a third-party valuation firm on at least an annual basis.

        We perform an annual impairment test on December 1 or whenever events or changes in circumstances indicate that goodwill may be impaired. Significant judgments required in testing goodwill for impairment and changes in estimates and assumptions could materially affect the determination of whether impairment exists and, if so, the amount of that impairment.

        We have determined that there is one reporting unit for purposes of testing goodwill for impairment. In testing goodwill for impairment, we first consider qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, such as changes in management, strategy and primary customer base. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform the two-step goodwill impairment test. The two-step test starts with comparing the fair value of the reporting unit to the carrying amount of a reporting unit, including goodwill. If the fair value exceeds the carrying amount, no impairment loss is recognized. However, if the carrying amount of the reporting unit exceeds its fair value, the second step is performed to determine if goodwill is impaired.

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If we determine that goodwill is impaired, an impairment charge is recorded in the consolidated statements of operations and comprehensive loss. In each of our annual goodwill impairment tests performed as of December 1, 2015, 2016 and 2017, the estimated fair value of our single reporting unit significantly exceeded its carrying amount. During the years ended December 31, 2015, 2016 and 2017, we did not recognize any impairment charges related to goodwill.

        Long-lived assets consist of property and equipment, including internal-use software, and finite-lived acquired intangible assets, such as developed technology, trade name and customer relationships. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that we consider in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, we compare forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. To date, we have not recorded any impairment losses on long-lived assets. No events or changes in circumstances existed to require an impairment assessment during the years ended December 31, 2015, 2016 and 2017.

Valuation of Warrant Liability

Preferred Stock Warrants

        We classify warrants to purchase shares of our Series B and Series D preferred stock as a liability in our consolidated balance sheets as the warrants are free-standing financial instruments that may require us to transfer assets upon exercise. The warrants were initially recorded at their fair values on date of issuance, and they are subsequently remeasured to fair value at each balance sheet date. Changes in the fair values of the warrants are recognized as other income or expense in our consolidated statements of operations and comprehensive loss. We will continue to adjust the liability for changes in fair value until the earlier of the exercise of the warrants, the expiration of the warrants or the warrants becoming warrants to purchase common stock. Upon the closing of this offering, the underlying preferred stock will be converted to common stock, the preferred stock warrant will become exercisable for common stock instead of preferred stock, and the fair value of the preferred stock warrant liability at that time will be reclassified to additional paid-in capital. No further remeasurement of the warrant would occur if the warrant becomes exercisable for common stock.

Common Stock Warrants

        In connection with our issuance and sale of Series D preferred stock, we issued to an investor a warrant to purchase shares of our common stock. This warrant is exercisable upon completion of an IPO into the number of shares of common stock equal to 12.5% of the sum of (a) the number of shares into which the shares of our Series A preferred stock, including shares issuable upon the exercise of outstanding options to purchase shares of Series A preferred stock, convert upon an IPO and (b) the number of shares of common stock underlying the warrant. This warrant meets the definition of a derivative instrument under the relevant accounting guidance and is recorded as a liability in our consolidated balance sheets. The fair value of the warrant on the date of issuance was recorded as reduction of the carrying value of the Series D preferred stock and as a long-term liability in our consolidated balance sheet. The fair value of the warrant is subsequently remeasured to its fair value at each balance sheet date. Changes in the fair value of the warrant is recognized as other income or expense in our consolidated statements of operations

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and comprehensive loss. We will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant.

        Upon the closing of this offering, the common stock warrant will become exercisable for one day, and the common stock warrant will either (1) be exercised, resulting in a reclassification of the warrant liability to stockholders' deficit, or (2) expire, resulting in a gain in our consolidated statement of operations equal to the fair value of the warrant liability on the date of expiration, and no further remeasurement of the warrant will occur.

Valuation

        We utilize the Black-Scholes option-pricing model, which incorporates assumptions and estimates, to value the preferred stock warrants and common stock warrant that are classified as liabilities in our consolidated balance sheets. We assess these assumptions and estimates on a quarterly basis as additional information impacting the assumptions is obtained. Estimates and assumptions impacting the fair value measurement include the fair value per share of the underlying common stock and Series B and Series D preferred stock, the remaining contractual terms of the warrants, risk-free interest rates, expected dividend yields, and expected volatility of the price of the underlying common or preferred stock. We determine the fair value per share of the underlying common and preferred stock by taking into consideration our most recent sales of preferred stock, results obtained from third-party valuations, and additional factors that we deem relevant. We have historically been a private company and lack company-specific historical and implied volatility information of our stock. Therefore, we estimate expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrants. The risk-free interest rates are determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual terms of the warrants. We have estimated the dividend yield based on the fact that we have never paid cash dividends and do not expect to pay any cash dividends in the foreseeable future.

Carrying Value and Fair Value of Preferred Stock

        We recognize changes in the redemption values of our Series B, C, D, E, E-1 and F preferred stock immediately as they occur and adjust the carrying value of each series of preferred stock to equal its redemption value at the end of each reporting period as if the end of each reporting period were the redemption date. Adjustments to the carrying values of the Series B, C, D, E, E-1 and F preferred stock at each reporting date result in an increase or decrease to net income (loss) attributable to common stockholders.

        Because shares of our Series D, E and F preferred stock are redeemable in an amount equal to the greater of the original issue price per share of each series plus all declared but unpaid dividends thereon or the estimated fair value of the Series D, E or F preferred stock at the date of the redemption request, and because shares of our Series E-1 preferred stock are redeemable in an amount equal to the estimated fair value of the Series E-1 preferred stock at the date of the redemption request, it is necessary for us to determine the fair value of each of these series of preferred stock in order to determine the redemption value at each reporting date. As there has been no public market for our preferred stock to date, the estimated fair value of our preferred stock has been determined by management as of each reporting date based, in part, on the results of third-party valuations of our preferred stock performed as of each reporting date as well as management's assessment of additional objective and subjective factors that it believed were relevant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants' Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Our preferred stock valuations at each reporting date were prepared using either a PWERM or a hybrid method, which used a combination of market and income approaches or a market approach to estimate our enterprise value.

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        The assumptions underlying these valuations represent management's best estimates, which involve inherent uncertainties and the application of management judgment. As a result, if factors or expected outcomes change and we use significantly different assumptions or estimates, the estimated fair values of our preferred stock could be materially different.

        Upon the closing of this offering, all of our preferred stock will convert into shares of our common stock and it will no longer be necessary for us to estimate or account for changes in the fair value of our preferred stock.

Capitalization of Software Development Costs

        We capitalize certain costs related to the development of software for internal use and to the development of software for license or sale to customers, including costs incurred for certain upgrades and enhancements that are expected to result in increased functionality.

        Costs incurred to develop software to be licensed or sold to customers are expensed prior to the establishment of technological feasibility of the software and are capitalized thereafter until commercial release of the software. To date, we have not capitalized software development costs related to software to be licensed or sold to customers as the establishment of technological feasibility typically occurs shortly before the commercial release of our software products. As such, all software development costs related to software for license or sale to customers are expensed as incurred and included within research and development expense in our consolidated statements of operations and comprehensive loss.

        Qualifying costs incurred to develop internal-use software are capitalized when (1) the preliminary project stage is completed, (2) we have authorized further funding for the completion of the project and (3) it is probable that the project will be completed and performed as intended. These capitalized costs include salaries for employees who devote time directly to developing internal-use software and external direct costs of services consumed in developing the software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Capitalized internal-use software development costs are amortized using the straight-line method over an estimated useful life of three years. Such amortization expense for internal-use software is classified as a cost of revenue in our consolidated statements of operations and comprehensive loss.

Emerging Growth Company Status

        The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, permits an "emerging growth company" such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have irrevocably elected to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards when they are required to be adopted by public companies that are not emerging growth companies.

Recent Accounting Pronouncements

        We have reviewed all recently issued standards and have determined that, other than as disclosed in Note 2 to our consolidated financial statements appearing at the end of this prospectus, such standards will not have a material impact on our consolidated financial statements or do not otherwise apply to our operations.

Qualitative and Quantitative Disclosures about Market Risk

        Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign exchange rates as well as, to a lesser extent, inflation.

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Interest Rate Risk

        We are exposed to interest rate risk in the ordinary course of our business. Our cash and cash equivalents are held in highly liquid, readily available checking and money market accounts. As a result, these amounts are not materially affected by changes in interest rates.

        As of December 31, 2016, we had $5.5 million of borrowings outstanding under our line of credit with Silicon Valley Bank, which bear interest at Silicon Valley Bank's prime rate plus 1.50% (which resulted in an interest rate of 5.25% as of December 31, 2016). A 10% change in the bank's prime rate would not have a material impact on our debt obligations or our consolidated results of operations. We repaid all amounts outstanding under the line of credit in April 2017. As of December 31, 2017, no amounts were outstanding under the line of credit.

Foreign Currency Exchange Risk

        To date, a substantial majority of our revenue from customer arrangements has been denominated in U.S. dollars. The majority of our employees and our major operations are currently located in the United States. We have limited operations outside the United States. The functional currency of each of our foreign subsidiaries is the U.S. dollar. We occasionally engage in contracts with customers and pay contractors or other vendors in a currency other than the U.S. dollar.

        To date, we have had minimal exposure to fluctuations in foreign currency exchange rates as the time period from the date that transactions are initiated and the date of payment or receipt of payment is generally of short duration. Accordingly, we believe we do not have a material exposure to foreign currency risk.

Inflation Risk

        We do not believe that inflation had a material effect on our business, financial condition or results of operations in the last three years. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition or results of operations.

Off-Balance Sheet Arrangements

        We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We do not engage in off-balance sheet financing arrangements. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

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BUSINESS

Overview

        Carbon Black is a leading provider of next-generation endpoint security solutions.¹ Our predictive security cloud platform continuously captures, records and analyzes rich, unfiltered endpoint data. We believe the depth, breadth and real-time nature of our endpoint data, combined with the strength of our analytics platform, provides customers with the most robust and data-intensive solution to address the complete endpoint security lifecycle. Our solutions enable customers to predict, prevent, detect, respond to and remediate cyber attacks before they cause a damaging incident or data breach.

        Organizations globally are re-platforming their IT by investing in cloud computing and workforce mobility, which has resulted in enterprise environments that are more open, interconnected, and vulnerable to cyber attacks. In the past, knowledge workers only had access to applications and data inside the corporate network perimeter, which were firewalled off from potential cyber threats. Today, an increasingly mobile workforce and the explosion of enterprise data and applications in the cloud have expanded the attack surface beyond the traditional network perimeter. In response, cyber attackers have adapted their attack methods and tools to directly target the endpoint. In short, the endpoint is the new perimeter.

        Endpoints are the primary focus of attacks because they store valuable data that attackers seek to steal; perform critical operations that attackers seek to disrupt; and are the interface where attackers can target humans through email, social engineering and other tactics. Endpoints are the physical and virtual locations where sensitive data resides and include desktops, laptops, servers, virtual machines, cloud workloads (services running on cloud servers), fixed-function devices such as ATMs, point of sale systems, and control and data systems for power plants and other industrial assets.

        Based on our experience and investment in next-generation solutions designed to address the full endpoint security lifecycle—predict, prevent, detect, respond to and remediate—we have developed a highly differentiated technology approach with four main pillars:

1.

Unfiltered data collection: Our technology uniquely collects complete, "unfiltered" endpoint data by continuously recording endpoint activity and centrally storing the collected data for advanced

¹

See (i) Enterprise Management Associates, 2017 Next-Generation Endpoint Security Vendor Landscape and Five-Year Market Forecast; (ii) Forrester Research, The Forrester Wave^TM: Endpoint Security Suites, Q4 2016, The 15 Providers that Matter Most and How They Stack Up, October 19, 2016; and (iii) International Data Corporation, IDC MarketScape: Worldwide Endpoint Specialized Threat Analysis and Protection 2017 Vendor Assessment, April 2017.

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analytics. Other vendors take a "filtered" approach by capturing a subset of data at select points in time. Unfiltered data is more comprehensive, provides greater visibility and we believe offers more effective security capabilities.

2.

Proprietary data shaping technology: Our unfiltered data approach, which we believe is fundamental to deliver the most effective endpoint security, required us to overcome several difficult technical challenges, which we refer to as the "edge to cloud data pipeline problem." These challenges centered on how to reliably collect and cost effectively analyze and store massive amounts of data from edge devices (i.e., endpoints) in the cloud. To address those challenges, we have developed proprietary data shaping technology that smooths bursts of endpoint data activity; optimizes bandwidth demands to move massive amounts of endpoint data; compresses data at a high ratio to reduce the cost of storing massive amounts of data; and leverages a graph-like custom model for endpoint data that allows analysis of the data in multiple ways for multiple use cases. We believe our proprietary data shaping technology creates a strong and lasting competitive advantage not just in endpoint security, but also as we seek to disrupt and consolidate adjacent security markets that leverage endpoint data.



3.

Streaming analytics: We analyze endpoint data at massive scale leveraging event stream processing technology, which evaluates and classifies a continuously updated stream of events based on their risk level. We also employ machine learning and other advanced analytic techniques.



4.

Extensible and open architecture: Our open architecture was designed to integrate with leading security technologies and IT products used by our customers. Moreover, endpoint data is the fuel that powers multiple security products across an organization's security stack. Our open architecture, when combined with the value of our data, positions our platform to serve as the hub of security activity in a customer's IT organization and enables deep customer relationships.

        We have a strong heritage of innovative technology leadership in multiple endpoint security categories: application control, endpoint detection and response, or EDR, and next-generation antivirus, or NGAV.² Our flagship solutions are technology leaders in each of these categories, and we are integrating each with our predictive cloud platform.² Unlike legacy security products that install an agent and collect data specific to its domain or use case, our platform provides a single agent that continuously collects unfiltered endpoint data to address the entire endpoint security lifecycle, which today is addressed by multiple point products. We believe that we are well positioned to continue serving the $6.5 billion endpoint security market.

        We focus on solutions that enable organizations to address the entire security lifecycle of an endpoint and integrate endpoint security within their cyber security architecture. We are transforming cyber security with our predictive security cloud, which positions us to address adjacent security use cases requiring endpoint data, such as IT asset management, public cloud security software and security and vulnerability management, which, according to IDC, represented markets of $1.9 billion, $5.3 billion and $5.4 billion, respectively, in 2016. This presents us with the opportunity to extend into adjacent security markets, and potentially expand our market opportunity from $6.5 billion to $19.1 billion. While we have not yet penetrated these adjacent security markets, and there are multiple challenges associated with doing so, we believe that we can leverage the unfiltered endpoint data, proprietary data shaping technology, streaming analytics capabilities and extensible open architecture of our predictive security cloud to address adjacent

²

See (i) Enterprise Management Associates, 2017 Next-Generation Endpoint Security Vendor Landscape and Five-Year Market Forecast; (ii) Forrester Research, The Forrester Wave^TM: Endpoint Security Suites, Q4 2016, The 15 Providers that Matter Most and How They Stack Up, October 19, 2016; and (iii) International Data Corporation, IDC MarketScape: Worldwide Endpoint Specialized Threat Analysis and Protection 2017 Vendor Assessment, April 2017.

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security use cases and the market opportunities that they present through the development of additional product functionality.

        Our customers include many of the world's largest, security-focused enterprises and government agencies that are among the most heavily targeted by cyber adversaries, as well as mid-sized organizations. We serve over 3,700 customers globally across multiple industries, including 33 of the Fortune 100. Our solutions address the needs of a diverse range of customers. Over 70 security technology companies, including industry leaders such as VMware, Inc., or VMware, Splunk Inc., or Splunk, and the International Business Machines Corporation, or IBM, have integrated their products with Carbon Black to access our unfiltered endpoint data.

        We primarily sell our products through a channel go-to-market model, which significantly extends our global market reach and ability to rapidly scale our sales efforts. Our inside sales and field sales representatives work alongside an extensive network of value-added resellers, or VARs, distributors, managed security service providers, or MSSPs, and incident response, or IR, firms. Our MSSP and IR partners both use and recommend our products to their clients. We have established significant relationships with leading channel partners, including the CDW Corporation, one of the world's largest software VARs; Arrow Electronics, Inc., a major global distributor; SecureWorks, Inc., a leading MSSP; and Kroll Inc., or Kroll, a leading IR firm. In addition, we have technology and go-to-market partnerships with both IBM and VMware, enabling us to leverage their sales organizations to reach their large customer bases. In the three months ended December 31, 2017, 94% of our new and add-on business was closed in collaboration with a channel partner.

        We have experienced strong revenue growth, with revenue increasing from $70.6 million in 2015 to $116.2 million in 2016 and $162 million in 2017, representing a 51% compound annual growth rate over the same period. We have a subscription-based revenue model that provides visibility into future revenue. Recurring revenue represented 77%, 83% and 88% of our total revenue in 2015, 2016 and 2017, respectively. Annual recurring revenue, or ARR, was $76.8 million, $124.2 million and $174.2 million as of December 31, 2015, 2016 and 2017, respectively. We define ARR as the annualized value of all active subscription contracts as of the end of the period. ARR excludes revenue from perpetual licenses and services. The portion of our ARR related to our cloud-based subscription contracts was $2.5 million, $15.1 million and $46.0 million as of December 31, 2015, 2016 and 2017, respectively. The percentage of our total recurring revenue generated by sales of our cloud-based solutions was negligible in 2015, 7% in 2016 and 18% in 2017. We incurred net losses of $38.7 million in 2015, $44.6 million in 2016 and $55.8 million in 2017 as we continued to invest for growth to address the large market opportunity for our platform.

Industry Background

        Cyber security is critical to organizations as they face an increasingly hostile threat environment with a growing number of cyber adversaries launching stealthy, sophisticated and targeted attacks. The following major trends are driving strong and growing demand for our products:

Endpoints are the new front line in the cyber war, and organizations are shifting their defenses as a result

        The attack surface is expanding.    Workforce mobility is increasing the number of connected devices that operate outside the traditional network perimeter, which is expanding the potential "attack surface." Moreover, enterprises are increasing their use of public clouds for a broad range of services, such as virtual machines, cloud workloads and customer relationship management (e.g., Salesforce.com), human resource management (e.g., Workday) and financial management (e.g., NetSuite) applications. As a result, enterprises' critical data and operations have increasingly shifted outside of their traditional network defenses, and the importance of protecting their endpoint devices has become paramount.

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        Endpoints are the primary target of cyber attacks.    Endpoint devices are the primary targets of attacks because these devices store valuable data and intellectual property such as authentication credentials (e.g., usernames, account IDs, passwords), personal information (e.g., Social Security numbers, health records), financial data (e.g., credit card account data), digital assets (e.g., proprietary software code, movies, blueprints, product plans) and trade secrets. Endpoints are also the interface where attackers can target humans through email, social engineering techniques (e.g., phishing), keylogging and other tactics. Furthermore, the type of endpoint devices being targeted by cyber attackers is expanding and includes IoT devices, such as industrial control systems that manage and monitor critical operations for power plants, water utilities and factories.

        Endpoint data is critical to an effective cyber security program.    Effective security critically depends on having complete visibility into what is happening on each endpoint. Multiple categories of security products, from vulnerability assessment to patch management, require endpoint data for their core functionality. Legacy security products lack continuous recording of unfiltered endpoint data, instead gathering data by periodically "scanning" endpoints at a point in time and filtering for only select data, resulting in a lack of visibility and context.

        Organizations are shifting their defenses to focus on next-generation endpoint security solutions.    Because network-centric security is no longer adequate, organizations must focus on securing the endpoint. However, while organizations have made significant investments in upgrading to advanced network security solutions, the majority of endpoint security technology in use today relies on multiple agents and uses the same ineffective, traditional signature-based antivirus software originally designed more than 20 years ago. As a result, organizations are increasingly shifting their security budgets toward next-generation endpoint security solutions.

        With the continued success of cyber attacks, organizations are shifting from a passive prevention-only response to a holistic approach.    Historically, organizations have relied on passive prevention-only technologies that sought to block attackers from penetrating the network perimeter and protect corporate endpoints and data. This limited, passive prevention-only approach has proven inadequate and the number of successful cyber attacks has continued to grow. Organizations are shifting to a holistic and active security approach that is predicated on predicting, preventing, detecting and responding to today's advanced cyber attacks. As organizations shift away from a prevention-only approach, they increasingly require next-generation technologies that rely on rich endpoint data as part of a more active approach to cyber security.

The cyber threat is large, sophisticated and growing and requires new and more advanced approaches to combat it

        Cyber security is a board-level issue and a focal point for governments worldwide.    According to a study conducted by Ponemon Institute and Accenture, the annual cost from cybercrime was estimated to be $11.7 million per organization, on average, in 2017. A single data breach, according to a 2017 study by the Ponemon Institute and IBM Security, costs the breached entity $3.62 million on average. The ongoing occurrence and devastating consequences of high profile cyber attacks have elevated cyber security to a top priority for executives. Additionally, organizations are increasingly subject to new regulatory and compliance requirements for cyber security, data protection and internal IT controls. Examples include the EU's General Data Protection Regulation (adopted in 2016), the 2014 Framework for Improving Critical Infrastructure Cybersecurity, the Health Insurance Portability and Accountability Act, or HIPAA, and Payment Card Industry Data Security Standards, or PCI DSS, among many others. These regulations carry significant financial and reputational consequences for non-compliance. Due to the financial, operational and reputational risks of breaches and non-compliance, C-level security officers are now commonplace and cyber security strategy is a critical focus area for boards of directors.

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        The rise of ransomware has made every organization a potential target.    In the past, cyber attackers tended to target entities that held commercially valuable data that could be stolen and used for financial gain, such as credit card data, authentication credentials and trade secrets. However, with the emergence and proliferation of ransomware in recent years, cyber attackers now target organizations regardless of type or size to extort money by holding computers and data hostage. The U.S. Federal Bureau of Investigation estimated that the ransomware industry grew from $24 million in 2015 to $1 billion in 2016, and is expected to continue growing. As the ransomware industry grows, organizations are increasingly vulnerable to attacks. A 2017 study by the Ponemon Institute found that only 27% of companies felt confident that their current antivirus software can protect them from ransomware.

        Today's attacks are stealthy, sophisticated and targeted.    Today's organizations face a complex threat landscape with a broad range of well-funded cyber attackers that include criminal syndicates, state sponsored agents, international hacking collectives and nation states. Advanced attackers use techniques designed to circumvent traditional security approaches, including custom malware and zero-day attacks, social engineering through targeted spear phishing, polymorphic malware and infected USB keys. Less skilled attackers can purchase these attacks through cybercrime marketplaces on the "Dark Web," leading to a widespread proliferation of successful, advanced attacks. According to independent security research institute AV-Test, researchers discovered more than 125 million malware samples in 2016, an average of approximately four new malware variants every second. Once an organization has been breached, attackers can move unseen for months or even years, exfiltrating a larger amount of data and intellectual property. The longer these invisible breaches remain undetected, the greater the costs and reputational damage they can cause. According to a 2017 Ponemon Institute study, the mean time to identify a malicious or criminal cyber attack is 214 days and the mean time to contain such an attack, once identified, is an additional 77 days.

        The shortage of security talent creates a need for next-generation solutions.    The continuous growth in the number and sophistication of cyber attacks and the expansion of the attack surface is driving the need for more security professionals with deeper expertise. As the number of threats multiplies, legacy solutions either miss threats or produce more alerts than security teams are able to process and investigate. The number of security professionals has not kept pace with total demand. Organizations are increasingly turning to next-generation solutions, advanced analytics and automation tools to empower their security professionals to increase their efficiency and focus on the highest value cyber security tasks, thereby reducing the need for additional security headcount.

Our Market Opportunity

        We believe that our cloud platform addresses a significant capability gap in the evolving enterprise security landscape in which the endpoint is the new perimeter. Legacy endpoint products employ 20-year-old "scanning" technology to periodically pull data from endpoints at various points in time when a scan is executed in order to identity potential cyber threats. By contrast, our platform enables organizations to improve the efficacy of, and reduce the overhead associated with, managing security systems and teams through the collection of continuous and unfiltered endpoint data. Our predictive cloud platform enables organizations to utilize unfiltered endpoint data and advanced analytics to better predict, prevent, detect, respond to and remediate cyber attacks as compared to traditional endpoint security solutions.

        According to International Data Corporation, or IDC, the market for enterprise endpoint security software, our primary market, was $6.5 billion in 2016 and is expected to reach $8.3 billion by 2021. Additionally, we believe that our solutions will address an increasing subset of use cases in public cloud security software, security and vulnerability management and IT asset management. According to IDC, the market for security and vulnerability management was $5.4 billion in 2016 and is expected to reach $9.0 billion in 2021. According to IDC, the market for public cloud security software was $5.3 billion in

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2016 and is expected to reach almost $10.0 billion in 2021. According to IDC, the market for IT asset management was $1.9 billion in 2016 and is expected to reach $2.8 billion in 2021.

Our Solutions

        Powered by the Cb Predictive Security Cloud, our solutions provide best-in-class security by collecting and analyzing unfiltered data from the endpoint, where attacks and breaches are increasingly focused, and by integrating seamlessly with leading third-party security solutions. Addressing the entire security lifecycle, our solutions are designed to predict, prevent, detect, respond to and remediate the maximum number of attacks for our customers, and to enable our customers to continuously improve their security posture by proactively detecting and responding to threats, and remediating potential vulnerabilities. Our solutions can be quickly deployed by customers to realize immediate benefits, and are easily scaled and tailored to fit their needs.

        Our customers use our products to:

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Augment or replace legacy antivirus software;

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Prevent malware and fileless attacks that do not use malware;

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Protect against ransomware;

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Hunt down threats;

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Respond to and remediate security incidents;

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Lock down critical systems and applications;

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Protect fixed-function devices;

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Secure workloads and applications in virtualized and cloud environments;

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Comply with regulatory mandates; and

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Enhance other security products through our unfiltered endpoint data.

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Benefits of Our Platform and Solutions

Decreased risk of breach by protecting against known and unknown endpoint attacks

        By leveraging the benefits of unfiltered data, analytics and the cloud, we believe our solutions extend beyond legacy antivirus solutions to detect and stop the widest possible array of cyber attacks. These encompass both previously identified and novel attacks never seen before, including file-based attacks such as malware and ransomware, as well as next-generation attacks, such as memory-based, PowerShell and script-based attacks. Our solutions apply a full spectrum of technologies including application whitelisting and advanced analytics techniques—such as behavioral analysis, reputation analysis, artificial intelligence and machine learning—to analyze attack patterns in the cloud using richer and more complete endpoint data than any other vendor. According to a MRG Effitas Ltd. efficacy assessment commissioned by us, Cb Defense has a 100% prevention rate against known and unknown ransomware samples. We believe the increased security efficacy from the use of our solutions results in a decreased risk of breach for our customers.

Ability to identify root cause of attacks and quickly respond to security incidents

        Modern cyber adversaries routinely exploit known and newly discovered vulnerabilities in their targets infrastructure and operations. As long as those vulnerabilities remain, adversaries have a potential path to reach their goal. Our next-generation detection and response capabilities enable organizations and incident responders to rapidly identify the root cause of an attack and the scope of compromise on the network. By capturing unfiltered data, the Cb Predictive Security Cloud provides full visibility into potential threats, both proactively as well as retroactively after a threat is blocked or identified, providing complete details of what happened and what was impacted.

        We create a system of record for all endpoint activity through our platform's collection of unfiltered endpoint data. By having a system of record, security professionals can immediately determine the root cause and scope of a breach, without the need for physical access to machines, time-consuming disk imaging or deep, manual investigation. We believe that due to the combination of our continuous and centralized recording technology that captures rich, unfiltered endpoint data, and the advanced analytics that we apply to that data, we provide our customers with the industry's most robust solution for root cause identification and incident response.

Automated remediation and threat containment

        Using the unfiltered data that is continuously collected from each endpoint where our solutions are deployed, our users can launch automated remediation and threat containment actions, such as terminating processes, deleting files and isolating endpoints on the network. These automated capabilities enable organizations to respond to attacks as they happen and minimize the impact and cost of an attack.

Continuous enhancement by leveraging intelligence from across the security community

        Our solutions allow organizations to continuously improve their security posture, benefiting from ongoing refinement of endpoint hardening and the latest threat intelligence. Through the Cb Predictive Security Cloud, our customers anonymously share data with each other. The Carbon Black community provides global visibility into the cyber threat landscape through our more than 3,700 customers and 10,000 security professionals who use our solutions. Our solutions unite the Carbon Black community of security experts, our network of partners and our internal threat research team, and deliver shared intelligence through the Cb Predictive Security Cloud, which elevates the security expertise of each community member. This enables organizations to share, refine and operationalize new intelligence on attacker behavior through watchlists and security procedures based on the collective experiences of our community. We believe the ability to share intelligence across our users increases the security expertise of each customer in our community and reduces their need to hire additional security experts.

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Seamless integration with other best-of-breed security solutions

        Our next-generation endpoint security solutions are designed to integrate seamlessly with other security technologies deployed in an organization's IT environment. Our open architecture and API framework allows organizations to integrate other best-of-breed security solutions, such as network security and security information and event management, or SIEM, solutions, with our platform to provide a unified security strategy where data is shared across the environment. The addition of our endpoint data to a customer's SIEM significantly reduces the occurrence of false positive alerts that would otherwise require attention. This in turn helps improve efficiency, thereby reducing the need for security teams to increase headcount. Further, our open API platform enables customers to build their own integrations with other systems across their IT environment. Our emphasis on open architecture and integration with partners at all layers of the security stack enhances an enterprise's security posture, reduces incident response times and increases overall operational efficiency. Ultimately, this ability enables customers to evolve with the dynamic threat landscape and achieve greater utility across their cyber security architecture.

Security efficacy without blocking legitimate activity

        Customers require security products that are highly effective in detecting and preventing attacks (i.e., that have a low rate of "false negatives"), while also minimizing the number of "false positive" alerts that interrupt legitimate end-user activity. In order to achieve these dual requirements, we apply an approach that combines endpoint-based prevention models that are optimized for low false positives, with cloud-based detection algorithms that are optimized for low false negatives. As a result, we are able to deliver maximum endpoint security efficacy without blocking legitimate activity.

Increased security operations efficiency and less reliance on scarce security talent

        Organizations are under increasing pressure to drive greater efficiencies across their security operations, while global shortage of trained security professionals continues to grow. By providing customers with automated security solutions, streamlined workflow management and access to the collective expertise available on the Cb Predictive Security Cloud, Carbon Black solutions enable our customers to significantly improve the efficiency of their security operations and reduce their reliance on additional security professionals. Using our solutions, for example, security teams are able to reduce investigation and remediation efforts from days to hours or minutes, and dramatically reduce the need for time-consuming tasks such as re-imaging of devices.

Greater ability to meet compliance requirements

        Our solutions enable organizations to comply with numerous regulatory requirements for data collection, analysis, reporting, archival and retrieval, while also optimizing the overall enterprise cyber security posture. The ability to establish real-time monitoring and alerts on key controls, maintain a digital chain of custody on endpoint data, perform efficient forensic investigations and automate endpoint analysis and reporting is seamlessly integrated into our solutions. As a result, our solutions allow our customers to consolidate compliance costs and help them comply with regulations such as the General Data Protection Regulation, the 2014 Framework for Improving Critical Infrastructure Cybersecurity, HIPAA, PCI DSS, NERC-CIP and the Sarbanes-Oxley Act.

Ability to deploy endpoint security at any scale and grow and evolve their defenses

        Carbon Black products are used by customers of all sizes, from small and medium sized businesses, or SMBs, to large global enterprises with several hundred thousand endpoints under protection. Carbon Black products are designed to deploy in minutes, with no adverse impact on end users or endpoint performance. Carbon Black products typically consume a negligible amount of the endpoint's processing

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power, far less than legacy antivirus products. Customer deployment options include the cloud, on premise, or via MSSP. Moreover, we have designed the Cb Predictive Security Cloud to enable customers to easily grow and evolve their defenses. Customers can start by deploying whichever solutions best match their immediate needs and then extend and enhance their deployment over time.

Our Competitive Strengths

        We believe a number of competitive advantages enable us to maintain and extend our leadership position, including:

Differentiated technology and intellectual property

        Our predictive security approach continuously captures unfiltered endpoint activity for real-time and retrospective analysis using our analytics technology that incorporates event stream processing, dynamic and static behavioral analysis, machine learning and reputation analysis and scoring. We have spent six years developing and cost-effectively scaling the technology to enable unfiltered data capture, which provides a complete system of record, immediate root cause discovery and precise attack scope and impact assessment. It also offers an historical data set which organizations can continually analyze using newly discovered indicators and patterns of attacker behavior. We believe our unfiltered approach is highly scalable and uniquely positions us to address the needs of adjacent security markets by delivering additional products that leverage this data.

Extensible next-generation security cloud platform

        The Cb Predictive Security Cloud Platform is designed to address a wide range of next-generation security requirements and use cases by leveraging our unfiltered data to deliver a broad set of security offerings for customers of all types and sizes. As organizations strive to limit the number of vendors they rely on, we believe the breadth and extensibility of our platform is a competitive advantage. The extensible architecture of our platform positions us to continue enhancing and expanding our offerings in order to address additional requirements and use cases, as customers' needs evolve and as the landscape of cyber threats changes over time.

Pioneers in application control

        We pioneered the zero trust model at the endpoint with Cb Protection, our application control solution, which allows software to execute only if it is known and explicitly trusted. We believe that application control remains the most effective endpoint prevention approach for use cases that require "high enforcement" security policies. Building on this foundation, we have enhanced our application control offering by expanding our range of threat prevention options to create the most effective and complete endpoint prevention solution available in the market, and by leveraging the capabilities of the Cb Predictive Security Cloud, such as pre-optimized security configurations delivered through the cloud. Our flexible and automated protection policies allow broad deployment within enterprises, from data centers to knowledge workers to fixed-function devices. Our approach allows organizations to tailor enforcement levels across the enterprise to suit their desired security posture and risk profile.

Powerful ecosystem based on unfiltered endpoint data and open platform

        In the security ecosystem, endpoints yield the most valuable security data because they are the primary target of modern cyber attacks. Through a combination of our continuous recording that captures unfiltered endpoint data, along with our customer base of industry leaders that are among the world's most heavily targeted organizations, we believe the endpoint data that we capture is considered the "gold standard" for the industry and is preferred by leading security vendors. This strategically positions our platform as the system of record for the security industry and we are therefore an enabler for any other

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offering in the security market. Leveraging our open platform that integrates with our customers' existing security architecture, we are well-positioned to provide the core platform on which a growing ecosystem of partners can build complementary offerings.

High-leverage channel model

        We believe our partnerships with leading MSSPs and security-focused VARs are a unique competitive differentiator, as enterprises increasingly engage external experts as trusted advisors to help select security solutions, integrate architectures and manage their ongoing defense posture. Enterprises value best-in-breed technology solutions at each level of the security architecture but often lack the resources and expertise to identify, assess, select and configure optimal solutions. As a result, we believe many customers prefer to seek the guidance of, and purchase components from, a trusted advisor. Our strong relationships with leading MSSPs align with the needs of our enterprise customers and powerfully extend our sales force reach and capabilities.

Partnerships with leading incident response firms

        We have established contractual relationships with more than 100 IR firms, including many industry leaders such as Kroll and Ernst & Young. These firms engage with companies that have experienced a security incident and provide services to investigate the incident and remediate the situation. We provide our IR partners with Carbon Black software at no charge, and we train and certify their personnel in using our software to support their IR engagements. We benefit from this arrangement because our IR partners recommend the use of our software to their client companies and refer them to us as prospective customers. In 2017, our IR partners leveraged our platform in 374 incident response engagements. We believe our IR partnerships are a significant competitive strength that extends our ability to build sales pipeline and acquire new customers.

Strategic partnerships with IBM and VMware

        We have established significant and promising partnerships with both IBM and VMware, two of the largest and most influential technology companies in the world. Both of these partnerships include joint go-to-market, product integration, and reselling components. With respect to IBM, we have product integrations with three of IBM's core security-related offerings (BigFix, Qradar and Resilient), and IBM is able to resell Carbon Black products in the over 130 countries in which they operate. With respect to VMware, we have developed a joint solution, Cb Defense for VMware, which is integrated with VMware AppDefense, to protect applications running in virtualized data centers. Both Carbon Black and VMware, as well channel partners of both companies, are able to sell the bundled offering. We believe these relationships are a competitive strength that will enable us to reach the large global customer bases of these technology leaders.

Deep security DNA

        Our management and technical leadership teams are comprised of cyber security leaders who have deep expertise from leading corporations and government organizations, such as the National Security Agency, the Department of Defense and the Central Intelligence Agency. As of December 31, 2017, 58 members of our technical staff had previously served on the front lines of the cyber war in an offensive or defensive capacity. Our extensive background in offensive and defensive cyber security positions us to respond to new threats and innovate products that protect against the most dangerous cyber attacks.

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Our Growth Strategy

        The key elements of our growth strategy include:

        Drive new customer growth.    We operate in a large, growing market that offers substantial opportunities to grow our customer base. We believe most organizations, regardless of industry, size or location, would benefit from our next-generation endpoint security platform and solutions, as cyber attacks continue to evade legacy security defenses. We are pursuing expansion of our customer footprint globally by continuing to grow our sales organization and expand and leverage our channel partnerships. We also believe we have a significant opportunity to increase our global market penetration in terms of customer type, segment (such as government) and geography.

        Expand the use of our solutions by our existing customer base.    With more than 3,700 customers across industries and geographies, we believe we have a significant opportunity to sell additional Carbon Black solutions to our existing customers. Our sales organization includes a dedicated Customer Success Team, which focuses exclusively on customer engagement and education to drive loyalty and increased purchases. Since the beginning of 2016, we have launched three new products. Our extensible platform allows us to develop new solutions rapidly and at low cost. As we develop and deploy additional security offerings on the Cb Predictive Security Cloud platform, we see significant additional opportunity to cross-sell and upsell as customers benefit by addressing multiple security requirements through a single platform.

        Strengthen relationships with channel distributors and strategic partners.    Our relationships with our channel partners are a significant strength for our company. We have established a formidable channel composed of over 350 of the world's leading MSSPs, IR firms, distributors and VARs. In the three months ended December 31, 2017, 94% of our new and add-on business was closed in collaboration with our channel partners. We plan to drive operating leverage and greater sales by continuing to expand our sales channel, particularly in international regions where we can benefit from the local expertise and existing relationships of these partners. In August 2017, we announced a strategic partnership with VMware to secure virtual workloads in their environments, and in October 2017, we announced an expansion of our partnership with IBM to deliver Cb Response to IBM customers. We intend to continue to leverage these strategic partnerships and establish new ones in order to grow our business in the future.

        Grow our international business.    In 2016, we generated approximately 12% of our revenue from customers located outside of the United States. We believe there is significant opportunity to grow our international business, and we have expanded our international operations to include Europe, the Middle East, Asia Pacific and Australia. In 2015 and 2016, we established our Asia Pacific headquarters in Singapore and opened offices in Tokyo and Melbourne. We intend to continue our international expansion model of entering new markets through our channel partners and then incubating growth through inside sales teams based in regional hubs.

        Continue to innovate and add new offerings to our platform.    We will continue to make investments in research and development to enhance our platform and product functionality. In 2016 and 2017, we released major enhancements to the Cb Predictive Security Cloud platform, including innovations in our streaming analytics technology and investments in our open architecture, to support a larger ecosystem of partners. Leveraging the Cb Predictive Security Cloud Platform and the unfiltered data that we collect, we intend to build and deliver new offerings that enable us to expand beyond endpoint security to adjacent security markets. We intend to develop and offer a version of Cb Response built as a native solution on the Cb Predictive Security Cloud Platform, designed to support threat hunting and incident response for security teams; a "live operations" solution, designed to help customers discover, investigate, and manage endpoint assets in their organization; and a "workloads" solution, designed to secure workloads that run in public cloud environments.

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        Increase sales to the U.S. federal government.    We have a dedicated federal subsidiary and federal sales team, focused on selling our solutions to departments and agencies of the U.S. federal government. We have established significant traction by winning major deals with various branches of the U.S. federal government. Building on this successful track record, we believe we are well positioned to increase sales to the U.S. federal government.

        Selectively pursue acquisitions of complementary businesses, technologies and assets.    We believe we have established a successful track record of identifying, acquiring and integrating strategic businesses, technologies and assets, including our acquisitions of Carbon Black in 2014, Objective Logistics Inc. and VisiTrend, Inc. in 2015 and Confer Technologies, Inc. in 2016. We will continue to seek opportunistic acquisitions that complement and expand the functionality of our products and services, add to our technology or security expertise, or bolster our leadership position by gaining access to new customers or markets.

Cb Predictive Security Cloud Platform

        The Cb Predictive Security Cloud Platform is an open, multi-tenant, scalable, and extensible cloud-based platform. It provides a set of core platform capabilities—including endpoint data collection, streaming analytics, collective intelligence and open APIs—as well as a set of security services that leverage these core capabilities to power Carbon Black products:

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Unfiltered endpoint data collection.  Unlike other vendors that take a "filtered" approach by capturing a subset of data at select points in time, our platform collects all endpoint data without any filtering. Our differentiated "unfiltered" approach is critically important, because it is not possible to know in advance how an adversary will attempt an attack; the attacker might use novel methods or malware that has never been seen before. Therefore, it is imperative to gather and analyze all endpoint data. In addition, our customer footprint comprises a large cross section of organizations that are among the most heavily targeted by highly sophisticated and novel cyber attacks. These include industry leaders in streaming media, social networking, search and online advertising, investment banking and ridesharing services, among others. The result of these combined factors is a uniquely rich and high-value dataset that powers our analytics, generating better predictive capabilities by virtue of the completeness and high quality of the data.

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Proprietary data shaping technology.  Our unfiltered data approach, which we believe is fundamental to deliver the most effective endpoint security, required us to overcome several difficult technical challenges, which we refer to as the "edge to cloud data pipeline problem." These challenges centered on how to reliably collect and cost effectively analyze and store massive amounts of data from edge devices (i.e., endpoints) in the cloud. To address those challenges, we have developed proprietary data shaping technology that smooths bursts of endpoint data activity; optimizes bandwidth demands to move massive amounts of endpoint data; compresses data at a high ratio to reduce the cost of storing massive amounts of data; and leverages a graph-like custom model for endpoint data that allows analysis of the data in multiple ways for multiple use cases. We believe our proprietary data shaping technology creates a strong and lasting competitive advantage not just in endpoint security, but also as we seek to disrupt and consolidate adjacent security markets that leverage endpoint data.

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Streaming analytics and collective intelligence.  Our platform leverages event stream processing, a technology that has revolutionized other industries such as high-speed algorithmic financial trading, to analyze massive amounts of unfiltered data captured from millions of endpoints across the Carbon Black customer footprint. Additional analytic techniques include dynamic and static behavioral analysis, machine learning and reputation analysis and scoring, which are applied to the unfiltered endpoint data our products collect in order to predict, prevent, detect, respond to and remediate attacks. Analysis goes beyond inspecting attributes of files and includes analyzing

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behavior on the endpoint and the relationships between activities on the endpoint in order to identify malicious intent. Our data is enhanced with collective intelligence gathered from numerous proprietary and third-party data sources and includes reputation scoring, threat indicators, and attack classification. Collective intelligence combines data from our in-house threat research unit, industry-leading third-party intelligence sources, such as the Facebook Threat Exchange, and insights from the Cb User Exchange, which is our online community of more than 10,000 users that include security experts from across our ecosystem of more than 400 channel partners including leading MSSPs, IR firms and security-focused VARs. Customers can leverage collective knowledge and information, which is anonymized, to mutually strengthen their security posture.

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Extensible and open architecture.  The Cb Predictive Security Cloud platform is designed with an extensible and open architecture via open APIs. Not only does this allow customers and partners to build their own analytics, automation and orchestration capabilities on top of our platform, it also enables us to rapidly and cost effectively build and deliver additional security offerings that address adjacent security categories beyond endpoint security by leveraging our core platform capabilities of unfiltered endpoint data, streaming analytics and collective intelligence. We are able to deliver those offerings to customers via a single agent and single console, which helps customers simplify their security operations and reduce costs through lower deployment, integration and management overhead.

Our Software Solutions

        Powered by the Cb Predictive Security Cloud Platform, our software solutions are designed to address a broad set of use cases and customer requirements, providing what we believe is the most complete next-generation security offering on the market. Our customers deploy our software solutions across physical and virtual endpoints, including servers, desktops, laptops, and fixed-function devices, to augment or replace traditional signature-based antivirus solutions on their endpoints. Our software solutions include:

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Cb Defense, a leading NGAV and endpoint detection and response solution;

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Cb Response, a market-leading solution for threat hunting and incident response;

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Cb Protection, a market-leading product for application control to lock down critical infrastructure;

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Cb Defense for VMware, a new offering to protect applications running inside virtualized data centers; and

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Cb ThreatSight, a managed service for Cb Defense customers, designed to monitor, prioritize, and analyze threats.

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        Cb Defense.    Cb Defense is a cloud-delivered solution that combines NGAV and endpoint detection and response, or EDR, capabilities. Built as a native offering on the Cb Predictive Security Cloud platform, it is lightweight, fast to deploy, and easy to manage. Cb Defense is designed to deliver the best endpoint security with the least amount of administrative effort, protecting against the full spectrum of modern cyber attacks, including the ability to detect and prevent both known and unknown attacks. In addition, Cb Defense provides a suite of response and remediation tools, including "live response," which allows security personnel to perform remote live investigations, intervene with ongoing attacks and instantly remediate endpoint threats. Customers deploy Cb Defense either to augment or replace legacy antivirus products. Cb Defense leverages the powerful capabilities of the Cb Predictive Security Cloud, applying our unique streaming analytics to unfiltered endpoint data in order to predict, detect, prevent, respond to and remediate cyber threats. Cb Defense is available directly or via our channel partners as software-as-a-service.

        Cb Response.    Cb Response is a market-leading incident response and threat hunting solution designed for security operations center, or SOC, teams. Cb Response continuously records and captures unfiltered endpoint data, so that security professionals can hunt threats in real time and visualize the complete attack kill chain. It provides advanced tools enabling users to understand the current state of an endpoint, perform remote live investigations, intervene with ongoing attacks and instantly remediate endpoint threats. Cb Response leverages the Cb Predictive Security Cloud's aggregated threat intelligence, which is applied to our endpoint activity system of record for evidence of these identified threats and patterns of behavior. In addition, we are able to apply new patterns and indicators to historical endpoint data to identify previously unknown attacks. Top SOC teams, IR firms and MSSPs have adopted Cb Response as a core component of their detection and response capability stack. Customers that augment or replace legacy antivirus solutions with Cb Response do so because those legacy solutions lack visibility and context, leaving customers blind to attacks. Cb Response is available via MSSP or directly via on-premise deployment, virtual private cloud or software-as-a-service.

        Cb Protection.    Cb Protection is the market-leading application control solution, used by organizations to lock down servers and critical systems, prevent unwanted changes, and ensure continuous compliance with regulatory mandates. Leveraging the Cb Predictive Security Cloud, Cb Protection utilizes a combination of cloud reputation services, IT-based trust policies and multiple sources of threat intelligence to ensure that only trusted and approved software is allowed to execute on an organization's critical systems and endpoints. IT, compliance, infrastructure and security teams use Cb Protection to establish automated software execution controls and protection policies that safeguard corporate and customer data. Cb Protection works with existing software distribution systems and reputation services to automate approval of trusted software and eliminate whitelist management. Customers often deploy Cb Protection to replace ineffective legacy antivirus products. Cb Protection is available through MSSPs or directly through on-premise or virtual private cloud deployment.

        Cb Defense for VMware.    Pre-integrated with VMware's AppDefense, Cb Defense for VMware is a new offering built as a native solution on the Cb Predictive Security Cloud. Developed jointly as part of our strategic partnership with VMware, the integrated solution is designed to stop threats to applications inside the virtualized data center. VMware has more than 500,000 customers globally who use its products to operate virtualized data centers (running more than 60 million virtual machines), and had an 83% market share by revenue of the virtualization software market in 2016, according to IDC. Protecting assets from cyber attacks in these virtualized environments has specific requirements that are uniquely addressed by our joint solution. The solution combines the ability to lock down applications and infrastructure in a "least privilege" model; behavioral threat detection and prevention; and automated response, including the ability to suspend or quarantine a compromised virtual machine. In our bidirectional reselling agreement, both VMware and Carbon Black, as well as our channel partners, are able to sell the bundled offering.

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        Cb ThreatSight.    As enterprises face a shortage of skilled security professionals, security teams often spend too much time monitoring and validating alerts, which limits their ability to address other security needs. Moreover, when prevalent outbreaks occur, security team investigations are limited by the resources and data available in their own environment. In addition, it is difficult to craft an effective remediation plan before the full scope of an event is determined. Cb ThreatSight solves all these problems by providing subscription-based monitoring for Cb Defense customers, which validates and prioritizes alerts, uncovers new threats, and accelerates investigations with capabilities such as predictive root cause reporting. Cb ThreatSight is staffed by threat experts who keep watch over the customer's environment 24x7 and advise customers on security issues.

Our Technology

        Our core technologies are purpose-built to combat advanced threats and enable greater efficiency for security operations personnel. These technologies (several of which are patented or patent pending), which serve as the foundation for our Predictive Security Cloud and product offerings, are: (i) unfiltered data collection, (ii) cloud-based, big data processing, (iii) a streaming analytics engine, (iv) a zero-trust prevention engine, (v) extensible detection, (vi) live response, (vii) open APIs and (viii) a reputation scoring engine.

        We have built and refined our technology over the course of 15 years of research and development, and we believe each technology represents a competitive advantage for us in the market.

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Unfiltered Data Collection.  Our innovative approach to unfiltered endpoint data collection powers all of our capabilities, which span the security lifecycle. Through our use of unfiltered data, we are able to provide more accurate and more comprehensive protection due to the granularity and fidelity of the data we collect. In addition, in conjunction with our threat intelligence, the collection of unfiltered endpoint data enables customers to look at their environment retrospectively: customers can go back in time, against recorded and centrally stored data, to see if new emerging threat intelligence indicators, such as a previously unknown behavioral pattern, hash or other indicator of compromise were ever present in their environment.

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Cloud-based, Big Data Processing.  Our unfiltered endpoint data approach, when aggregated in our cloud across all our customers, results in big data at a massive volume, variety and velocity. To support our cutting-edge cyber security use cases, we have built a proprietary system that allows us to collect, index, search and transform this data at low latency and cost while maintaining a level of flexibility that supports future expansion of capabilities.

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Streaming Analytics Engine.  Our detection and prevention engine leverages event stream processing technology to continuously analyze unfiltered endpoint data. It tracks the state of each potential attack and updates the associated risk as additional operations occur, such as the launching of additional processes, copying of files or creation of network connections. This stateful behavior detection uses advanced analytics techniques—such as behavioral analysis, reputation analysis, artificial intelligence and machine learning—and allows our system to identify complex, multi-step attack patterns, whether they are file-based or file-less in origination, that evade traditional detection and prevention engines.

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Zero Trust Prevention Engine.  This "Zero Trust" approach is used to lock down servers and critical systems by enabling organizations to approve or deny various behaviors, on a policy basis, including registry changes, file system operations, script execution, device usage (such as USB keys) and memory manipulation. This empowers customers to allow or restrict individual applications entirely or limit their ability to perform particular actions. Examples include allowing web browsers to run, but restricting them from loading particular plugins or performing memory operations should those browsers become exploited. In addition, we have the capability to deny specific behaviors associated with malicious intent. This is a critical capability against attacks that leverage known good software to perform malicious activities or zero-day threats that are unknown by the entire security community and thus bypass traditional tools.

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Extensible Detection.  We have designed a syntax engine for patterns of attacker behavior that allows for easy sharing across customers and partners, easy ingesting of third-party feeds and easy exporting into industry standard formats such as Structured Threat Information Expression and Trusted Automated Exchange of Indicator Information. These patterns are primarily sourced from four groups: (i) vendors and commercial providers who showcase common malicious patterns, (ii) expert users who share data with the Cb Predictive Security Cloud via the Cb User Exchange, our online community of security professionals across our customer and partner network, (iii) advanced analytics on our customer endpoint data provided by the Cb Predictive Security Cloud and (iv) our in-house threat intelligence team. This sharing system does not impact endpoint performance and allows alerts to be emailed, sent to SIEM systems, fed into our proprietary automation engine and sent to a correlation or orchestration engine that may exist in a customer's environment.

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Live Response.  We provide proactive recovery, remediation and deep investigation capabilities during all stages of an incident. Our technology provides an incident responder with real-time access to the suspected endpoints, regardless of location. From a central console, live response enables operational efficiency, including the uploading of additional forensics tools, downloading of more data, isolating of network access and terminating of malicious activity. Alternatively, these operations can be automated based on enterprise-specific rules.

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Open APIs.  Our solutions provide organizations with an open platform for seamless integration and extensibility, improving the economics of security operations by enabling automation and reporting. Our open APIs also facilitate faster security response times by easily integrating endpoint data with third-party security products such as firewalls, detonation tools and exploit mitigation tools, thereby multiplying the value of the customer's existing security technology investments. Our APIs allow response personnel to both "pull in" capabilities from other security solutions and threat intelligence, as well as expose and "push out" the data captured by our software. As of December 31, 2017, more than 120 integrations with products from over 70 technology partners have been developed.

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Reputation Scoring Engine.  Our reputation scoring algorithm encompasses a comprehensive catalog of executables, drivers and patches found in commercial applications and software packages. Malware and other unauthorized software that affect Windows, Mac and Linux computers are also indexed. Our reputation scoring engine uses a number of data points, such as age, prevalence, size, source, publisher, community actions, and the relationship to other diagnosed patterns and files to provide our customers with an analysis of the likelihood that the file poses a threat. To ensure that relevant new data is included in our reputation scoring and is marked for dissemination, we have developed internal systems to update our dataset and analytics when new patches, operating system versions and malicious software are discovered.

Customers

        Our customer base, which includes both direct sale customers and customers with one or more subscriptions to our platform through channel partners, has grown from approximately 1,774 customers as of December 31, 2015 to over 3,700 customers as of December 31, 2017. We have experienced strong growth in the number of customers who purchase our cloud-based solutions, with 49 customers in 2015, 398 customers in 2016 and 1,605 customers in 2017 purchasing our cloud-based solutions.

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        Our customer base comprises many leading Fortune 1000 companies, including 33 of the Fortune 100. Our software is used by organizations of various sizes and types including large and small businesses, universities, and government entities. Our solutions are industry-agnostic—our current customer base spans a broad range of industry verticals, including financial services, retail, technology, manufacturing, services, utilities, healthcare, oil and gas, education and government. Our revenue is not dependent on any single customer; however, sales to customers through the reseller agreement with Optiv Security, Inc. accounted for approximately 35%, 31% and 27% of our revenue in the years ended December 31, 2015, 2016 and 2017, respectively. See the section titled "Business—Our Partners—Channel Partners" for additional information about our reseller relationship with Optiv Security, Inc. and other channel partners.

Case Studies

MLB

        Major League Baseball, or MLB, is one of the world's premier professional sports organizations. Comprised of 30 Clubs in North America as well as international leagues and operations, MLB has millions of fans and spectators throughout the world.

        Situation:    MLB's Cybersecurity team helps secure critical data, ticket transactions, web presences, game-day, streaming and broadcast operations, and industrial stadium control systems for its 30 clubs across the American and National Leagues. Their end users include many remote and mobile workers, such as scouts and field personnel, who travel extensively. In recent years, MLB, like other professional sports organizations, has experienced a significant rise in being targeted with more aggressive cyber attacks, including ransomware and an increasing number of previously unknown ("zero-day") attacks. As a result, the signature-based approach of traditional antivirus software was not an option for MLB.

        Solution:    MLB extensively evaluated a number of leading security solutions against a wide range of attacks. Following the evaluation, MLB selected Carbon Black, including Cb Response as well as Cb Defense, Carbon Black's NGAV solution built on the Cb Predictive Security Cloud platform. MLB has deployed more than 24,000 Carbon Black agents across the league. MLB chose Carbon Black because they found the comprehensive solution more effective in detecting and preventing attacks than competitive offerings and easier to integrate with other products in their IT infrastructure. In their evaluation of Cb Defense, they were particularly impressed with both its ability to prevent all the attacks they tested it against, in contrast to other products they evaluated, as well as its exceptional ease of use.

        Results:    Since deploying Cb Response in 2015 and Cb Defense in 2016, MLB has achieved far better visibility into potential threats due to the richness of unfiltered data they are able to capture and analyze, resulting in a significantly stronger security posture. MLB has realized a measurable improvement in their security efficacy, including enhanced protection against ransomware and other types of attacks. MLB's incident response capabilities have been significantly enhanced by the depth of functionality of the Carbon Black platform and the broad array of integrations supported by Carbon Black. As a result, satisfaction with Carbon Black across the league has been very high.

Philips Lighting

        Philips Lighting, N.V., or Philips Lighting, is a global market leader with 34,000 employees in over 70 countries, recognized for their expertise in the development, manufacturing and application of innovative (LED) lighting solutions. For over 120 years, Philips Lighting has been at the forefront of innovation, providing high-quality light in public places, professional spaces and homes.

        Situation:    A key objective of their security strategy was to be able to quickly adapt and stay ahead of the evolving threat landscape. After Carl Erickson, Chief Information Security Officer at Philips Lighting, launched the organization's first Security Operations Center, or SOC, his mission was to get to "world-

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class response capability." That meant finding and deploying a solution providing complete visibility to empower his team and company to conduct business safely.

        Solution:    Philips Lighting extensively examined a number of leading endpoint security solutions against a wide range of attacks. Cb Response, Carbon Black's market-leading solution for high-speed security teams, was the only product they found that gave their SOC a custom level of control over threat intel sources and was able to support their increasingly mobile user base via a cloud-based implementation.

        Results:    Since deploying Cb Response in 2016, Philips Lighting has been able to quickly detect advanced threats and close security gaps. Company-wide indicator sweeps, which took weeks to reach 75% completion with a previous solution, are now able to be completed in a fraction of the time. Leveraging the unfiltered data collection by Cb Response, the Threat Hunting team can perform rapid queries on live and historic endpoint data to identify new, suspicious activity, thereby eliminating the need to acquire a separate hunting sandbox. Overall, the SOC's ability to quickly determine if an emerging threat is present in the environment allows for quicker decision-making by Security leadership.

Large Multinational Manufacturing Organization

        A leading global manufacturer with thousands of employees and operations at over 100 sites in 30+ countries.

        Situation:    After a number of companies in the manufacturing sector were hit by cyber attacks, the organization sought to proactively enhance its endpoint security posture. Their requirements were for an endpoint security product that could be applied at scale and would provide the highest level of protection against malware.

        Solution:    After testing Carbon Black against other endpoint application control products in 2011, the customer deployed Cb Protection across its tens of thousands of workstations and servers. Testing indicated that Cb Protection was significantly more effective than other products in stopping cyber threats.

        Results:    Not long after implementation, the customer was targeted by a broad ransomware attack. Carbon Black protected all targeted machines and the company successfully managed all resulting events. Prior to deploying Carbon Black's Cb Protection product, the customer's IT/Security team had been re-imaging between 200-300 machines per month due to security impacts. Today, that number is nearly zero, translating into significant cost savings.

Leading Global Manufacturing Organization

        With over 50,000 employees across dozens of subsidiaries worldwide, this organization is a global manufacturing company committed to innovation and addressing the needs of its customers.

        Situation:    Global manufacturing companies are increasingly targeted by cyber adversaries who are intent on stealing intellectual property, trade secrets and other valuable assets. In the face of rising cyber attacks across the industry, this manufacturing company wanted to strengthen its security posture. It was seeking a highly scalable, next-generation endpoint security solution that would provide exceptional enterprise visibility for its security operations team, as well as protection against ransomware, commodity and advanced malware, and non-malware attacks.

        Solution:    After testing Carbon Black alongside a number of leading endpoint and antivirus products in 2012, the company decided to deploy Cb Response across over 50,000 computer systems. The Carbon Black solution has provided the company visibility across its global enterprise via a single platform, resulting in operational efficiency gains and improved security threat management for the organization.

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Large Oil and Gas Organization

        This organization is one of the world's largest companies operating in the oil and gas industry.

        Situation:    As other oil and gas companies across the globe had been experiencing an increasing rate of cyber attacks, this organization sought to proactively strengthen its security posture. The company required a highly scalable endpoint security solution that would provide the highest level of protection against cyber attacks, including ransomware.

        Solution:    The company tested Carbon Black against the leading antivirus products and selected both Cb Protection and Cb Response. Since 2013, it has deployed Cb Protection to secure 23,000 workstations and 5,600 servers, as well as Cb Response to provide advanced detection and response capabilities for 15,000 critical systems. Using Carbon Black, the company has been able to extend the life and sustain the productivity of its existing security systems.

Our Partners

Technology Partners

        Our Carbon Black Integration Network, or CbIN, is a partner program designed to improve cyber security through collective defense and vendor interoperability. CbIN is powered by our open APIs and the Cb Predictive Security Cloud, and provides a network of integrated solutions to cyber security issues. By working together to certify interoperability, we and our technology partners can help customers strengthen their security postures, gain increased visibility into security events and achieve end-to-end advanced threat protection. More than 80 companies are members of our technology partner network, including Software-Defined Data Center, or SDDC, infrastructure provider VMware; network security solutions providers such as Palo Alto Networks Inc., Check Point Software Technologies Ltd., Fortinet Inc., and Lastline, Inc.; threat intelligence providers such as Facebook, Inc., AlienVault, Inc. and ThreatQuotient, Inc.; and analytics and SIEM solutions providers such as Splunk, Exabeam, Inc. and LogRhythm, Inc.

        In the case of Splunk, for example, a leader in big data and analytics, we have established a partnership to provide security operation teams with fast, actionable intelligence that unites real-time endpoint data from Cb Response with other relevant security information, such as network and other enterprise data sources. To make integration easier and improve operational intelligence, Carbon Black and Splunk have developed an application to automatically import file activity and event data from Cb Protection into Splunk Enterprise for advanced security reporting and analysis.

Strategic Partners

        We have established strategic partnerships with VMware and IBM, which we believe create a significant competitive advantage.

        IBM.    In 2017, we launched a far-reaching technology and business partnership with IBM Security, which we believe strongly positions us to leverage IBM's extensive global distribution and trusted brand to drive new business. The partnership includes four key elements: (1) IBM has the right to resell our solutions in all 130+ countries in which it conducts business; (2) the partnership includes the integration of our products with IBM's QRadar (security intelligence), Resilient (orchestration) and BigFix (endpoint management) solutions, which IBM markets and sells globally; (3) IBM is adopting Cb Response as the core product for its X-Force Incident Response Services; and (4) IBM is a Carbon Black MSSP partner, utilizing Carbon Black products in its managed EDR and NGAV offerings. We believe the deep and broad scope of our partnership with IBM provides a substantial competitive advantage.

        VMware.    We established a significant technology and business partnership with VMware in 2017, which we believe strongly positions us to leverage VMware's global market leadership in providing SDDC infrastructure. As enterprises shift workloads to the cloud, VMware sits at the center of this major trend as

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the leading provider of virtualization technology for SDDC environments. Securing the virtual endpoints that run those workloads in the cloud is critical. VMware selected Carbon Black as a key partner for its security offerings. The relationship includes an exclusive bidirectional reseller arrangement that gives Carbon Black access to VMware's 500,000 customers running 60 million virtual machines, as well as joint product development of an integrated solution for securing cloud workloads and joint go-to-market efforts. Through our partnership with VMware, we are well positioned to capture a significant share of the cloud security software market, which according to IDC is a $5.3 billion opportunity in 2016.

Channel Partners

        Our go-to-market strategy leverages channel partners, including MSSPs, IR firms and security-focused VARs, to drive adoption of our product. These partners are an important driver of new business opportunities through their recommendations of our platform and direct sales referrals. In 2017, our MSSP and IR partners accounted for over 300 new customers.

        Managed Security Service Providers.    MSSPs serve as trusted advisors to their customers, and provide an outsourced and managed security solution, including security hardware, security software and security operations. As the global shortage of security professionals continues to grow, we believe MSSPs will increasingly become a preferred solution for enterprises across industries, as they provide a level of security expertise and resources that organization may not be able to procure and maintain on their own. We have entered into partnership agreements with more than 130 MSSP partners globally, who utilize our solutions as components of broader managed service offerings in the form of hardware, hosting, software integration or technology outsourcing. MSSP partners help drive sales of our platform through a broader funnel of sales opportunities which require full managed solutions. Of the 11 companies designated as "most significant" in Forrester's Wave report on North American Managed Security Services Providers, six use our solutions including IBM, Secureworks and Trustwave.

        Incident Response Firms.    IR firms work with enterprise customers to respond to and mitigate the operational, financial and reputational risks associated with data breaches. Our IR partners deploy Cb Response into an enterprise environment to assist in their client investigation and incident response service engagements, with the goal of referring those clients to us following the engagement. To date, we have trained more than 1,000 partner personnel on our products. We have entered into partnership agreements with more than 100 IR firms including many of the industry leaders, such as IBM, Kroll, Optiv Security, Inc., Rapid7, Inc., Ernst & Young and Solutionary, Inc. We believe that our training program and partnership agreements provide a significant competitive moat against other IR solutions. Our IR partners serve as a powerful lead engine for new customers as they demonstrate the effectiveness and value of our solutions, recommend that customers deploy Carbon Black into their environment on an ongoing basis and connect customers with our direct sales teams.

        VARs and Distribution.    Our channel strategy also extends our reach by utilizing leading distributors and security-focused VARs, as well as a wide range of traditional software resellers on a global level. To date, we have partnerships with more than 200 leading security-focused VARs, such as Optiv Security, Inc., CDW Corporation, Dimension Data Holding Plc and SHI International, and global distributors, such as Arrow Electronics, Inc. Optiv Security, Inc., one of our channel partners, accounted for approximately 35%, 31% and 27% of our revenue in the years ended December 31, 2015, 2016 and 2017, respectively. Our relationships with resellers are generally governed by our standard, non-exclusive reseller agreement, which provides for the appointment of the channel partner in a specified territory and payment to us from the reseller within 30 days of the date of invoice. Additionally, these agreements generally have a one year automatically renewing term, and we may terminate the reseller agreement without cause with 30 days written notice.

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Sales and Marketing

        Sales.    We sell our products through a channel sales model that leverages various partners, including security-focused VARs, distributors, MSSPs and IR firms. By utilizing a channel model, we are able to generate increased volumes of sales leads, expand our geographic sales reach to key markets such as Europe, the Middle East, Africa and Asia-Pacific and sell to customers that prefer to outsource some or all of their security needs to MSSPs. Our sales team collaborates with our channel partners to identify new sales prospects, renew expiring contracts and sell additional products and services to existing customers. Our sales team works closely with our end-use customer prospects at every stage of the sales cycle, regardless of whether the prospect is sourced directly or indirectly. This approach allows us to leverage the benefits of the channel while also building long-term, trusted relationships with our customers. In the three months ended December 31, 2017, 94% of our new and add-on business was closed in collaboration with our channel partners.

        Our sales team is organized by customer segment. Larger, enterprise customers (greater than 5,000 employees) are addressed through a field sales organization and we use an inside sales force to sell to the SMB (less than 500 employees) and Corporate (500-5,000 employees) markets. We have a customer success team that focuses exclusively on customer value and education to drive retention and increased sales of our solutions. Our sales representatives are supported by sales engineers with deep technical domain expertise. Our sales engineers act as the liaison between customers and our marketing and product development organizations. Our sales organization includes a dedicated channel team that is responsible for monitoring the effectiveness of our existing channel partners, including VARs, distributors, MSSPs and IR firms, and for sourcing and qualifying new channel partners.

        Our sales cycle varies by industry and size of company, but can often last several months. However, some deals close in only a few weeks due to the shorter time required to provide a product demonstration rather than perform a full "proof of concept." In addition, organizations that have experienced security breaches typically have shorter sales cycles due to the relative urgency to implement our products to remediate breaches and prevent future attacks.

        Marketing.    Our marketing is focused on building our brand reputation, increasing market awareness of our platform, driving customer demand and a strong sales pipeline and collaborating with our channel partners around the globe. We use a data science driven, multi-channel approach to deliver and promote targeted content to demonstrate our thought leadership in security, to drive interest in our platform and to generate leads and opportunities for our sales organization.

        We engage with our customers, our partners and our greater community to promote education and awareness of the threat landscape and to promote effective and expanded use of our software within our community. We work with our own security experts and researchers, as well as the broader security community, to share important information about vulnerabilities and threats. We share that information through the Cb User Exchange, our active online community, our public website, social media and traditional public relations. In addition, we attend and host regional and national events to engage both customers and prospects, deliver product training and foster community collaboration.

        Our marketing team consists primarily of corporate marketing, product marketing, channel marketing, field marketing, account and lead development, operations and corporate communications. Marketing activities include demand generation, advertising, managing our corporate Website and partner portal, attending trade shows and conferences, press and analyst relations and increasing customer awareness.

Research and Development

        Our research and development organization works to plan, build, deliver and maintain our current multi-product offerings across our customer base while driving innovation with new enhancements,

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features, and products. We consider our innovative approach to product development to be an asset to our business. We believe our investments in products, our R&D talent and our security community are vital to furthering our leadership and competitive advantage in the security space.

        Our engineers, product managers, designers and threat researchers have an extensive reach into the security and cloud platform communities, among both practitioners and developers. We work closely with our customers to continuously develop new functionality while enhancing and maintaining our existing solutions. We utilize agile software development techniques, in combination with a cloud-based delivery model, which allows us to deliver enhanced software features across our customer base on a frequent basis. Through our standardized agile process, our delivery teams are kept closely aligned with customer needs while maintaining flexibility to react to changing market demands. Research and development expense was $24.0 million, $36.5 million and $52.0 million during 2015, 2016 and 2017, respectively.

Competition

        We operate in the highly competitive cyber security market that is characterized by constant technological innovation, shifting customer requirements and fragmented approaches. The state of our market and the pace of innovation are highly correlated to the ever evolving and equally competitive threat landscape.

        Within the endpoint security market, we observe the following three general categories of competitors:

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Large incumbent security providers who provide a very broad range of approaches and solutions with traditional approaches, such as antivirus protection, that appeal to the mass market, such as McAfee, Inc. and Symantec Corporation.

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Large network security providers who are pushing past their core competencies into the next-generation endpoint security market through acquisitions and by leveraging their existing footprint to gain distribution, such as Cisco Systems, Inc., Palo Alto Networks, Inc. and FireEye, Inc.

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Niche security providers who offer point solutions that generally focus on one or more advanced security problems involving malware prevention, such as Cylance Inc., or detection and response, such as CrowdStrike Inc. Additionally, some providers, such as Tanium Inc., offer solutions generally focused on areas that could be related to security, such as endpoint management.

        As the market for next-generation endpoint security grows and IT budgets are either created or expanded to support the procurement of advanced threat protection solutions, we believe the cyber security space will attract more highly specialized niche vendors as well as larger providers with the ability to acquire additional capabilities and market their products more effectively on a global scale. The dimensions of competition include, but are not limited to:

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completeness and efficacy of capabilities specifically as they relate to the security operations lifecycle;

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ease of administration and impact of the solution on end users;

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flexibility of deployment models and fit between the security approach and the customer's culture;

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exposure of root cause and the ability of the solution to improve security posture over time;

•

ability to integrate into existing security stacks and scalability to support all sizes of customers;

•

audit and compliance controls and the corresponding reduction in security risk;

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•

brand and quality of the overall customer interaction experience; and

•

total cost of ownership.

        We believe we compete favorably on these factors due, in large part, to the features and functionality of our products, our open architecture, our broad community of security professionals and our deep security expertise. Although certain of our competitors may have greater resources, better brand recognition, deeper customer relationships, larger existing customer bases or more mature intellectual property portfolios, we believe that we are well positioned to continue to be a leader in the endpoint security space.

Intellectual Property

        Our success depends in part upon our ability to protect our core technology and intellectual property. We rely on, among other things, patents, trademarks, copyrights and trade secret laws, confidentiality safeguards and procedures and employee non-disclosure and invention assignment agreements to protect our intellectual property rights.

        We have approximately 20 U.S. patents and patent applications, and approximately the same number of foreign counterpart patents and patent applications. We cannot be certain that any of our patent applications will result in the issuance of a patent or that the examination process will result in patents of valuable breadth or applicability. In addition, any patents that may be issued may be contested, circumvented, found unenforceable or invalidated, and we may not be able to detect or prevent third parties from infringing them. We also license software from third parties for integration into our products, including open source software and other software available on standard terms.

        We have registered the "Carbon Black" name and logos in the United States and certain other countries. We have registrations and/or pending applications for additional marks in the United States and other countries; however, we cannot be certain that any future trademark registrations will be issued for pending or that future applications or any registered trademarks will be enforceable or provide adequate protection of our proprietary rights.

        We are the registered holder of a variety of domestic and international domain names that include carbonblack.com, as well as similar variations on those names.

        We control access to and use of our proprietary software, technology and other proprietary information through the use of internal and external controls, including contractual protections with employees, contractors, end customers and partners, our software is protected by U.S. and international copyright laws and aspects of our software are also protected by patent and trade secret laws. Despite our efforts to protect our software, technology and other proprietary information, unauthorized parties may still copy or otherwise obtain and use our software, technology and other proprietary information. In addition, we intend to expand our international operations, and effective patent, copyright, trademark and trade secret protection may not be available or enforceable or may be limited in foreign countries.

        If we become more successful, we believe that competitors will be more likely to try to develop solutions and services that are similar to ours and that may infringe our proprietary rights. It may also be more likely that competitors or other third parties will claim that our platform infringes their proprietary rights.

        Patent and other intellectual property disputes are common in our industry and we have been involved in such disputes from time to time in the ordinary course of our business. Some of our competitors have many more patents than we do, and this asymmetry may provide them with an advantage over us in the event of a patent dispute. Competitors, non-practicing entities and other third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against us. They may also assert such claims against our customers or channel partners, whom we typically

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indemnify against claims that our solutions infringe, misappropriate or otherwise violate the intellectual property rights of third parties. As the numbers of products and competitors in our market increase and overlaps occur, claims of infringement, misappropriation and other violations of intellectual property rights may increase. Any claim of infringement, misappropriation or other violation of intellectual property rights by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and could distract our management from our business. We may initiate litigation or administrative proceedings to challenge the validity and scope of the third-party rights or to defend against any allegations of infringement, which may also cause us to incur substantial costs and could distract our management team from our business. See "Risk Factors—Risks Related to Government Regulation, Data Collection, Intellectual Property and Litigation—Our intellectual property rights are valuable and any inability to protect our proprietary technology and intellectual property rights could substantially harm our business and operating results." and "Risk Factors—Risks Related to Government Regulation, Data Collection, Intellectual Property and Litigation—Assertions by third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and harm our business and operating results."

Employees

        As of December 31, 2017, we had 932 full-time employees, including 161 in services and support, 425 in sales and marketing, 233 in research and development and 113 in general and administrative. As of December 31, 2017, we had 841 full-time employees in the United States and 91 full-time employees internationally. None of our U.S. employees are covered by collective bargaining agreements. We believe our employee relations are good and we have not experienced any work stoppages.

Facilities

        We currently lease approximately 81,991 square feet of space for our corporate headquarters in Waltham, Massachusetts under a lease agreement that expires on April 30, 2022, unless sooner terminated or extended as provided in the lease. We maintain additional offices in Hillsboro, Oregon; Boston, Massachusetts; Southborough, Massachusetts; Palo Alto, California; San Antonio, Texas; Boulder, Colorado; Australia; England; Japan; and Singapore. We also utilize third-party data centers located in the Boston, Massachusetts area. We believe that our current facilities are adequate to meet our ongoing needs, and that, if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms.

Legal Proceedings

        From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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MANAGEMENT

        The following table provides information regarding our executive officers and directors as of March 31, 2018:

Name	Age		Position(s)
Executive Officers
Patrick Morley		51	Chief Executive Officer, President and Director
Mark P. Sullivan		61	Executive Vice President, Chief Financial Officer, Principal Accounting Officer, Treasurer and Assistant Secretary
Thomas Hansen		47	Executive Vice President and Chief Revenue Officer
Ryan Polk		39	Senior Vice President and Chief Product Officer
Michael Viscuso		35	Chief Technology Officer
Non-Employee Directors
Maria A. Cirino(2)		54	Director
Jeffrey Fagnan(2)		47	Director
Peter Thomas Killalea		50	Director
Paul A. Maeder(1)		63	Director
Ronald H. Nordin(1)		67	Director
Joseph S. Tibbetts, Jr.(1)		65	Director
Anthony Zingale(2)		62	Director

(1)

Member of the audit committee.

(2)

Member of the compensation committee.

(3)

Member of the nominating and corporate governance committee.

        Each executive officer serves at the discretion of our board of directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Executive Officers

Patrick Morley has served as our President, Chief Executive Officer and a member of our board of directors since December 2007. From 2005 to 2007, Mr. Morley served in a variety of roles for Corel Corporation, including Chief Operating Officer and Executive Vice President of Sales for Americas. Prior to that, Mr. Morley served as Chief Executive Officer and President of Imprivata, Inc. Mr. Morley has served on the board of a number of private companies. Mr. Morley holds a B.A. from Providence College. We believe that based on Mr. Morley's knowledge of our company and our business, and his service as our President and Chief Executive Officer, Mr. Morley is qualified to serve on our board of directors.

Mark P. Sullivan has served as our Executive Vice President and Chief Financial Officer since October 2015. From 2009 to 2015, Mr. Sullivan served in a variety of roles with Aspen Technology, Inc., including Executive Vice President from 2010 to 2015 and Chief Financial Officer from 2009 to 2015, Senior Vice President from 2009 to 2010 and a financial consultant in 2009. From 1994 to 2008, Mr. Sullivan served in various financial executive positions at Fidelity Investments. Mr. Sullivan holds a B.A. from Middlebury College and a M.S. from the Massachusetts Institute of Technology.

Thomas Hansen has served as our Executive Vice President and Chief Revenue Officer since July 2017. Prior to that, Mr. Hansen served as Global Vice President of Revenue of Dropbox, Inc. from 2015 to 2017. From 2001 to 2015, Mr. Hansen served in a variety of roles at Microsoft Corporation, including Worldwide Vice President of Small and Medium Business from 2010 to 2015, Worldwide General Manager of Distribution from 2009 to 2010, Regional General Manager from 2007 to 2009 and Regional Director from

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2001 to 2006. Mr. Hansen holds a MSc and a BSc in Economics from Copenhagen Business School in Denmark.

Ryan Polk has served as our Senior Vice President and Chief Product Officer since January 2017. From 2015 to 2017, Mr. Polk served as Vice President and Senior Vice President of Product Management at CA Technologies' Agile Management. Prior to that, Mr. Polk held a variety of roles at Rally Software Development Corp. until its acquisition by CA Technologies, including VP of Product Management from 2014 to 2015 and Transformation Consultant from 2011 to 2014. From 2009 to 2011, Mr. Polk served as Director of Engineering and Enterprise Agile Coach of WMS Gaming, a subsidiary of WMS Industries, Inc. Mr. Polk holds a B.A. from the University of Nevada, Las Vegas.

Michael Viscuso has served as our Chief Technology Officer since December 2015, and previously served as our Chief Strategy Officer from February 2014 to December 2015 and Senior Vice President of Products from January 2016 to January 2017. Since June 2017, Mr. Viscuso has served as a Venture Partner at Accomplice. Since 2009, Mr. Viscuso has also served as a Co-Founder of Kyrus Tech, Inc. From 2011 to 2014, Mr. Viscuso was the Chief Executive Officer of Carbon Black, Inc., which we acquired in 2014 (our name at the time was Bit9, Inc.). Mr. Viscuso holds a B.S. from Villanova University.

Non-Employee Directors

Maria A. Cirino has served as a member of our board of directors since February 2005. Ms. Cirino serves as a Managing Partner and Co-Founder of .406 Ventures, a venture capital firm, where she has been since 2006. From 2005 until 2006, Ms. Cirino served as Senior Vice President of VeriSign Managed Security Services, a division of VeriSign, Inc., a provider of infrastructure services for Internet and telecommunications networks. From 2000 until 2005, Ms. Cirino served as Co-Founder, Chief Executive Officer and Chairman of Guardent, Inc., a managed security services corporation. Ms. Cirino served as a board member of Keane, Inc., a provider of information technology and business process services, from 2000 until 2007, and has also served on the board of a number of private companies. Ms. Cirino holds a B.A. from Mount Holyoke College. We believe that Ms. Cirino's experience in executive-level positions at technology companies and in working with numerous early-stage companies through her venture capital career provide her with the qualifications and skills to serve as a member of our board of directors.

Jeffrey Fagnan has served as a member of our board of directors since December 2004. Mr. Fagnan has served as a General Partner at Atlas Venture since 2004, and a Founding Partner at Accomplice since 2015. Since 2014, Mr. Fagnan has also served as a Founder of Maiden Lane Ventures, the first online venture capital firm, and Spearhead, a program that funds and mentors first time founder angel investors. Previously, Mr. Fagnan was a Partner with Seed Capital Partners. Mr. Fagnan is also a founder and the President of the nonprofit Technology Underwriting Greater Good, or TUGG. He currently serves on the boards of numerous private companies. Mr. Fagnan holds a B.S. from the University of Alaska and a M.B.A. from the William E. Simon Graduate School of Business at the University of Rochester. We believe that Mr. Fagnan's experience in working with numerous early-stage companies through his venture capital career provide him with the qualifications and skills to serve as a member of our board of directors.

Peter Thomas Killalea has served as a member of our board of directors since April 2017. Mr. Killalea is the Owner and President of Aoinle, LLC, a consulting firm that he founded in 2014. From 1998 to 2014, Mr. Killalea served in various leadership roles at Amazon.com, Inc., most recently as its Vice President of Technology for the Kindle Content Ecosystem from 2008 to 2014. Previously, he served as its Vice President of Infrastructure and Distributed Systems from 2003 to 2008 and prior to that as Chief Information Security Officer and Vice President of Security. Mr. Killalea currently serves on the board of directors of Capital One Financial Corp., MongoDB, Inc. and Akamai Technologies, Inc. Mr. Killalea previously served on the board of directors of Xoom Corporation from March 2015 until its acquisition by PayPal Inc. in November 2015. Mr. Killalea holds a B.Ed. in Education from the National University of Ireland and a B.S. in Computer Science from Trinity College Dublin in Ireland. We believe that

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Mr. Killalea's product, technology and security experience, as well as his experience on the boards of public companies, provides him with the qualifications and skills to serve as a member of our board of directors.

Paul A. Maeder has served as a member of our board of directors since September 2015 and previously from 2006 to 2011. Mr. Maeder serves as a General Partner and Founder of Highland Capital Partners LLC, or Highland, a venture capital firm, where he has been since 1988. Before co-founding Highland, Mr. Maeder spent three years in venture capital concentrating on software investments. He also held engineering and management positions for six years in medical technology companies. He currently serves on the boards of numerous private companies and is currently a director and the chairman of the board of directors of 2U, Inc. Mr. Maeder holds a B.S.E. from Princeton University, a M.S.E. from Stanford University and a M.B.A. from Harvard Business School. We believe that Mr. Maeder's experience investing in the software industry and his experience serving as a board member for numerous early-stage companies through his venture capital career provide him with the qualifications and skills to serve as a member of our board of directors.

Ronald H. Nordin has served as a member of our board of directors since November 2007. From 1998 to 2005, Mr. Nordin served in a number of roles at Atlas Venture, including as a Senior Partner. Previously, Mr. Nordin served in a variety of senior management roles for information technology companies, including Chief Executive Officer of SQA, Inc. from 1992 to 1997, and a number of roles, including Senior Vice President, at Cognos Incorporated from 1982 to 1992. Mr. Nordin has served on the boards of numerous private companies. Mr. Nordin holds a BASc degree from the University of Waterloo in Canada. We believe that Mr. Nordin's experience in executive-level positions at technology companies, as well as working with numerous early-stage companies through his venture capital experience provide him with the qualifications and skills to serve as a member of our board of directors.

Joseph S. Tibbetts, Jr. has served as a member of our board of directors since July 2015. Mr. Tibbetts served as the interim chief financial officer of Acquia Corporation, a provider of cloud-based, digital experience management solutions from March 2017 to March 2018. Prior to that, Mr. Tibbetts served as the Senior Vice President and Chief Financial Officer of the Publicis.Sapient unit of Publicis Group SA, from February 2015, when Publicis acquired Sapient Corporation, to September 2015. Previously, from 2006 to 2015, Mr. Tibbetts served in a variety of roles with Sapient Corporation, including Senior Vice President and Chief Financial Officer. Previously, Mr. Tibbetts served as Administrative General Partner of Charles River Ventures and served for 20 years in a variety of roles for Price Waterhouse LLP (now PricewaterhouseCoopers LLP), including Audit Partner and National Director of the Software Services Group. Mr. Tibbetts serves on the boards of numerous private companies and is a director of Vivint Solar, Inc., and Casa Systems, Inc. Mr. Tibbetts holds a B.S. from the University of New Hampshire. We believe that Mr. Tibbetts' finance and accounting experience in executive-level positions at technology companies and in working with numerous early-stage companies through his venture capital career, as well as his experience on the boards of public companies, provide him with the qualifications and skills to serve as a member of our board of directors.

Anthony Zingale has served as a member of our board of directors since December 2015. From 2010 to 2014, Mr. Zingale served as Chief Executive Officer of Jive Software, Inc. From 2004 to 2006 he served as President and Chief Executive Officer of Mercury Interactive Corporation. From 1998 to 2001, Mr. Zingale served as President and Chief Executive Officer of Clarify Inc. From 2007 to 2017, Mr. Zingale served as a member of the board of directors of Jive Software, Inc. and as its Executive Chairman from 2014 to 2017. From 2009 to 2012, Mr. Zingale served as a member of the board of directors of Service Source International, Inc. From 2007 until 2011, he served on the board of directors of McAfee, Inc. Mr. Zingale also serves on the board of directors for numerous private companies. Mr. Zingale holds B.A. and B.S. degrees from the University of Cincinnati. We believe that Mr. Zingale's experience in executive-level positions at software companies, as well as his experience on the boards of

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public companies, provide him with the qualifications and skills to serve as a member of our board of directors.

Board Composition

        Our board of directors currently consists of eight (8) members. Our certificate of incorporation and bylaws that will be effective upon the closing of this offering provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our board of directors. Upon the closing of this offering, our board of directors will be divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class of directors whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during 2019 for the Class I directors, 2020 for the Class II directors and 2021 for the Class III directors.

•

Our Class I directors will be        ,        and          .

•

Our Class II directors will be        ,         and          .

•

Our Class III directors will be        ,         and          .

        The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control. See the section of this prospectus captioned "Description of Capital Stock—Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws" for a discussion of other anti-takeover provisions found in our certificate of incorporation and bylaws to be effective upon the closing of this offering.

        Upon the closing of this offering, under the terms of our investors' rights agreement, which is described under "Certain Relationships and Related Party Transactions," (i) SC US GF Holdings, Ltd., an entity affiliated with Sequoia Capital, will have the right to designate one nominee for election to our board of directors so long as SC US GF Holdings, Ltd. and its affiliates hold more than 5% of the shares of our outstanding common stock following the closing of this offering, (ii) we will take certain actions to support such nominee for election and (iii) should such nominee be elected to our board of directors and subsequently be unable to serve or be removed during the course of such director's term, we will take certain actions to appoint a replacement selected by SC US GF Holdings, Ltd. or its affiliates.

Director Independence

        Under the rules of The Nasdaq Global Select Market, independent directors must comprise a majority of a listed company's board of directors within a specified period after the closing of its offering. In addition, the rules of The Nasdaq Global Select Market require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating and corporate governance committees be independent. Under the rules of The Nasdaq Global Select Market, a director will only qualify as an "independent director" if, in the opinion of that company's board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

        Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

        On          , 2018, our board of directors undertook a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided

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by each director concerning his or her background, employment and affiliations, our board of directors has determined that none of the members of the board of directors, except for          , has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the rules of The Nasdaq Global Select Market. Our board of directors also determined that            , who comprise our audit committee,             , who comprise our compensation committee, and            , who comprise our nominating and corporate governance committee, satisfy the independence standards for those committees established by applicable Securities and Exchange Commission, or SEC, rules and the rules of The Nasdaq Global Select Market. In making this determination, our board of directors considered the relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Leadership Structure and Role of the Board in Risk Oversight

        One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. Our audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines. Our compensation committee reviews and discusses the risks arising from our compensation philosophy and practices applicable to all employees that are reasonably likely to have a materially adverse effect on us.

Board Committees

        Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. The audit committee, compensation committee and nominating and corporate governance committee all operate under charters approved by our board of directors, which will be available on our website prior to the closing of this offering.

Audit committee

        Our audit committee oversees our corporate accounting and financial reporting process and assists the board of directors in monitoring our financial systems and our legal and regulatory compliance. Our audit committee will also:

•

oversee the work of our independent auditors;

•

approve the hiring, discharging and compensation of our independent auditors;

•

approve engagements of the independent auditors to render any audit or permissible non-audit services;

•

review the qualifications and independence of the independent auditors;

•

monitor the rotation of partners of the independent auditors on our engagement team as required by law;

•

review our financial statements and review our critical accounting policies and estimates;

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•

review the adequacy and effectiveness of our internal controls; and

•

review and discuss with management and the independent auditors the results of our annual audit and our interim financial statements.

        The members of our audit committee are Joseph S. Tibbetts, Jr., Paul A. Maeder and Ronald H. Nordin. Mr. Tibbetts, Jr. is our audit committee chairman. Our board of directors has concluded that each of          ,          and          meets the requirements for independence under, and the functioning of our audit committee complies with, the current requirements of The Nasdaq Global Select Market and SEC rules and regulations, including Rule 10A-3 of the Exchange Act. Our board of directors has determined that          is an audit committee financial expert as defined under SEC rules and regulations.

Compensation committee

        Our compensation committee oversees our corporate compensation programs. The compensation committee will also:

•

review and approve corporate goals and objectives relevant to compensation of our chief executive officer and other executive officers;

•

evaluate the performance of our executive officers in light of established goals and objectives;

•

review and recommend compensation of our executive officers based on its evaluations;

•

review and recommend compensation of our directors;

•

administer the issuance of stock options and other awards under our stock plans;

•

review and discuss with management the compensation discussion and analysis that we may be required from time to time to include in our SEC filings; and

•

prepare a compensation committee report on executive compensation as may be required from time to time to be included in our annual proxy statements or annual reports on Form 10-K to be filed with SEC.

        The members of our compensation committee are Anthony Zingale, Maria A. Cirino and Jeffrey Fagnan. Mr. Zingale is the chairman of our compensation committee. Our board of directors has determined that each of          ,          and          is "independent" for compensation committee purposes as that term is defined under the applicable rules, including Rule 10C-1 of the Exchange Act.

Nominating and corporate governance committee

        Our nominating and corporate governance committee oversees and assists our board of directors in reviewing and recommending corporate governance policies and nominees for election to our board of directors. The nominating and corporate governance committee will also:

•

evaluate and make recommendations regarding the organization and governance of the board of directors and its committees;

•

assess the performance of members of the board of directors and make recommendations regarding committee and chair assignments;

•

recommend desired qualifications for board of directors membership and conduct searches for potential members of the board of directors; and

•

review and make recommendations with regard to our corporate governance guidelines.

        The members of our nominating and corporate governance committee are          ,           and          .          is the chairman of our nominating and corporate governance committee. Our board of directors has determined that each of          ,           and          is independent under applicable SEC and Nasdaq Global Select Market rules and regulations.

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        Our board of directors may from time to time establish other committees.

Non-Employee Director Compensation

        The following table presents the total compensation for each person who served as a non-employee member of our board of directors during 2017. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2017. Directors who are employees do not receive any compensation for their service on our board of directors. Accordingly, Mr. Morley, who is also our president and chief executive officer, receives no compensation for his services as a director and is not included in this table. The compensation received by Mr. Morley during 2017 is set forth in the section of this prospectus captioned "Executive Compensation—2017 Summary Compensation Table."

        In 2017, we did not maintain any standard fee arrangements for the non-employee members of our board of directors for their service as a director. We expect that our board of directors will adopt a non-employee director compensation policy following the closing of this offering.

Director Compensation Table—2017

Name(1)	Option Awards ($)(2)		Total ($)
Thomas P. Killalea(3)		349,425		349,425
Ronald H. Nordin(4)		72,325		72,325
Joseph S. Tibbetts, Jr.(5)		72,325		72,325
Anthony Zingale(6)		72,325		72,325

(1)

Ms. Cirino, Mr. Fagnan and Mr. Maeder received no compensation for their services as directors during 2017, and did not hold any outstanding equity awards as of December 31, 2017.

(2)

The amounts reported represent the aggregate grant date fair value of the option awards granted during 2017, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC Topic 718, for stock-based compensation transactions. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 13 to our consolidated financial statements appearing at the end of this prospectus. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options.

(3)

As of December 31, 2017, Mr. Killalea held unexercised stock options to purchase 250,000 shares of our common stock.

(4)

As of December 31, 2017, Mr. Nordin held unexercised stock options to purchase 209,584 shares of our common stock.

(5)

As of December 31, 2017, Mr. Tibbetts held unexercised stock options to purchase 296,885 shares of our common stock.

(6)

As of December 31, 2017, Mr. Zingale held unexercised stock options to purchase 410,600 shares of our common stock.

        Our policy has been and will continue to be to reimburse our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our board of directors and committees of the board of directors.

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Compensation Committee Interlocks and Insider Participation

        During 2017, our compensation committee was comprised of Mr. Fagnan, Ms. Cirino, and Mr. Zingale.

        None of the members of our compensation committee is an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

        In September and October 2015 and January 2016, we issued and sold an aggregate of 11,515,005 shares of our Series F preferred stock for an aggregate purchase price of approximately $68.3 million. As part of this offering, we sold an aggregate of 1,264,755 shares of our Series F preferred stock for an aggregate purchase price of approximately $7.5 million to entities affiliated with Point 406 Ventures, of which Ms. Cirino is a Managing Partner. For more information regarding sales of our preferred stock, see "Certain Relationships and Related Party Transactions—Sales of Preferred Stock."

        In connection with the sales of our preferred stock, we entered into our investor rights agreement that grants specified rights to all of our major preferred stock investors, including the entities affiliated with Ms. Cirino and Mr. Fagnan. These rights include registration rights, information rights, director nomination rights to SC US GF Holdings, Ltd., and other similar rights. All of these rights, other than the registration rights and the SC US GF Holdings, Ltd. director nomination right, will terminate upon the closing of this offering. For a description of the registration rights, see "Description of Capital Stock—Registration Rights."

        In July 2017, we agreed to waive certain restrictions on transfer in connection with, and to assist the administration of, a transfer by one of our stockholders of an aggregate of 75,000 shares of our common stock for an aggregate purchase price of approximately $0.2 million to entities affiliated with Point 406 Ventures, of which Ms. Cirino is a Managing Partner.

Code of Business Conduct and Ethics

        Prior to the closing of this offering, we expect to adopt a code of business conduct and ethics that will be applicable to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer. The code of business conduct and ethics will be available on our website prior to the closing of this offering. The board of directors will be responsible for overseeing the code of business conduct and ethics and must approve any waivers for employees, executive officers and directors. We expect that any amendments or waivers will be disclosed on our website or in a current report on Form 8-K.

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EXECUTIVE COMPENSATION

        The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ materially from currently planned programs as summarized in this discussion.

2017 Summary Compensation Table

        The following table provides information regarding the total compensation that was earned by our Chief Executive Officer and the two most highly compensated executive officers (other than our Chief Executive Officer) who were serving as executive officers as of December 31, 2017 for services rendered in all capacities during 2017. These individuals are our named executive officers for the year ended December 31, 2017.

Name and Principal Position	Year		Salary ($)			Bonus ($)			Option Awards ($)(1)		Non-equity Incentive Compensation ($)			All Other Compensation ($)		Total ($)
Patrick Morley		2017		375,000			—			1,446,500		375,000	(2)		—		2,196,500
Chief Executive Officer, President and Director
Thomas Hansen		2017		183,333	(3)		184,110	(2)		1,938,720		—			—		2,306,163
Executive Vice President, Chief Revenue Officer
Ryan Polk		2017		300,000			—			867,900		120,000	(2)		—		1,287,900
Senior Vice President, Chief Product Officer

(1)

The amounts reported represent the aggregate grant date fair value of the stock options granted to the named executive officer during 2017, calculated in accordance with ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 13 to our consolidated financial statements appearing at the end of this prospectus. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the named executive officers upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options.

(2)

Amounts for Messrs. Morley, Hansen and Polk were earned under our 2017 bonus plan based on our achievement of certain company-wide performance goals relating to revenue and operating income. Pursuant to his employment offer, Mr. Hansen was guaranteed a minimum payout of one-hundred percent of his target annual incentive compensation for 2017, pro-rated to reflect his partial year of employment, which has been reflected in the "Bonus" column.

(3)

Mr. Hansen joined us in July 2017 and, therefore, Mr. Hansen's 2017 salary reflects a pro-rated amount for the time he was employed by us in 2017.

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Outstanding Equity Awards at Fiscal 2017 Year-End

        The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2017:

				Option Awards(1)
Name	Vesting Commencement Date			Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
Patrick Morley		7/1/2012	(2)		2,810,537		—		1.47		10/18/2022
		1/1/2016	(3)		479,167		520,833		3.13		1/26/2026
		1/1/2017	(4)		—		1,000,000		2.99		1/26/2027
Thomas Hansen		7/17/2017	(5)		—		1,400,000		2.96		8/2/2027
Ryan Polk		1/1/2017	(4)		—		600,000		2.99		1/26/2027

(1)

All stock options were granted under our 2012 Stock Option and Grant Plan.

(2)

This stock option vests over 48 months from the vesting commencement date, such that these options were fully vested as of July 1, 2016.

(3)

This stock option vests 25% upon the first anniversary of the vesting commencement date and monthly thereafter over 36 months, such that the option will be fully vested as of January 1, 2020.

(4)

This stock option vests 25% upon the first anniversary of the vesting commencement date and monthly thereafter over 36 months, such that the option will be fully vested as of January 1, 2021.

(5)

This stock option vests 25% upon the first anniversary of the vesting commencement date and monthly thereafter over 36 months, such that the option will be fully vested as of July 17, 2021.

Employment Arrangements with Our Named Executive Officers

        We have entered into employment agreements with each of our named executive officers.

Patrick Morley

        We entered into an employment agreement with Patrick Morley, our Chief Executive Officer, effective as of January 1, 2016, and such agreement was subsequently amended, effective January 1, 2018. Under his employment agreement, Mr. Morley's current base salary is $375,000, which is subject to redetermination by our board of directors or our compensation committee, and he is eligible to earn an annual bonus with a target amount equal to 100% of his base salary. Mr. Morley is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

        Mr. Morley's employment agreement provides that, in the event that his employment is terminated by us without "cause" (as defined in his employment agreement) or Mr. Morley resigns for "good reason" (as defined in his employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, he will be entitled to receive (i) an amount equal to 15 months of his base salary, payable in substantially equal installments over 15 months following his termination, and (ii) if Mr. Morley is participating in our group health plan immediately prior to his termination, benefits continuation until the earlier of 15 months following termination or the end of Mr. Morley's COBRA health continuation period, with such monthly employer and employee contributions paid by us directly to the applicable health insurance company. In lieu of the payments and benefits described in the preceding sentence, in the event that Mr. Morley's employment is terminated by

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us without cause or Mr. Morley resigns for good reason, in either case within 12 months following a "sale event" (as defined in his employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, he will be entitled to receive (i) an amount equal to 18 months of his base salary, plus 150% of his annual target bonus, payable in substantially equal installments over 18 months following his termination, (ii) if Mr. Morley is participating in our group health plan immediately prior to his termination, benefits continuation until the earlier of 18 months following termination or the end of Mr. Morley's COBRA health continuation period, with such monthly employer and employee contributions paid by us directly to the applicable health insurance company, and (iii) full acceleration of all time-based equity awards held by Mr. Morley.

        The payments and benefits provided to Mr. Morley under his employment agreement in connection with a sale event may not be eligible for a federal income tax deduction for us pursuant to Section 280G of the Code. These payments and benefits also may be subject to an excise tax under Section 4999 of the Code. If the payments or benefits payable to Mr. Morley in connection with a sale event would be subject to the excise tax on golden parachutes imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to such officer.

        In addition, Mr. Morley has entered into a confidentiality, non-disclosure, non-competition and developments agreement with us that contains, among other things, non-competition and non-solicitation provisions that apply during the term of Mr. Morley's employment and for 12 months thereafter.

Thomas Hansen

        We entered into an employment agreement with Thomas Hansen, our Executive Vice President and Chief Revenue Officer, effective as of July 12, 2017, and such agreement was subsequently amended, effective as of January 1, 2018. Under his employment agreement, Mr. Hansen's current base salary is $400,000, which is subject to redetermination by our board of directors or our compensation committee, and he is eligible to earn an annual bonus with a target amount equal to 100% of his base salary. Mr. Hansen is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

        Mr. Hansen's employment agreement provides that, in the event that his employment is terminated by us without "cause" (as defined in his employment agreement) or Mr. Hansen resigns for "good reason" (as defined in his employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, he will be entitled to receive (i) an amount equal to 12 months of his base salary, payable in substantially equal installments over 12 months following his termination, and (ii) if Mr. Hansen is participating in our group health plan immediately prior to his termination, benefits continuation until the earlier of 12 months following termination or the end of Mr. Hansen's COBRA health continuation period, with such monthly employer and employee contributions paid by us directly to the applicable health insurance company. In lieu of the payments and benefits described in the preceding sentence, in the event that Mr. Hansen's employment is terminated by us without cause or Mr. Hansen resigns for good reason, in either case within 12 months following a "sale event" (as defined in his employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, he will be entitled to receive (i) an amount equal to 12 months of his base salary, plus 100% of his annual target bonus, payable in substantially equal installments over 12 months following his termination, (ii) if Mr. Hansen is participating in our group health plan immediately prior to his termination, benefits continuation until the earlier of 12 months following termination or the end of Mr. Hansen's COBRA health continuation period, with such monthly employer and employee contributions paid by us directly to the applicable health insurance company, and (iii) full acceleration of all time-based equity awards held by Mr. Hansen.

        The payments and benefits provided to Mr. Hansen under his employment agreement in connection with a sale event may not be eligible for a federal income tax deduction for us pursuant to Section 280G of

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the Code. These payments and benefits also may be subject to an excise tax under Section 4999 of the Code. If the payments or benefits payable to Mr. Hansen in connection with a sale event would be subject to the excise tax on golden parachutes imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to such officer.

        In addition, Mr. Hansen has entered into a confidentiality, non-disclosure, non-competition and developments agreement with us that contains, among other things, non-competition and non-solicitation provisions that apply during the term of Mr. Hansen's employment and for 12 months thereafter.

Ryan Polk

        We entered into an employment agreement with Ryan Polk, our Senior Vice President and Chief Product Officer, effective as of January 1, 2017, and such agreement was subsequently amended, effective as of January 1, 2018. Under his employment agreement, Mr. Polk's current base salary is $300,000, which is subject to redetermination by our board of directors or our compensation committee, and he is eligible to earn an annual bonus with a target amount equal to 40% of his base salary. Mr. Polk is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

        Mr. Polk's employment agreement provides that, in the event that his employment is terminated by us without "cause" (as defined in his employment agreement) or Mr. Polk resigns for "good reason" (as defined in his employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, he will be entitled to receive (i) an amount equal to nine months of his base salary, payable in substantially equal installments over nine months following his termination, and (ii) if Mr. Polk is participating in our group health plan immediately prior to his termination, benefits continuation until the earlier of nine months following termination or the end of Mr. Polk's COBRA health continuation period, with such monthly employer and employee contributions paid by us directly to the applicable health insurance company. In lieu of the payments and benefits described in the preceding sentence, in the event that Mr. Polk's employment is terminated by us without cause or Mr. Polk resigns for good reason, in either case within 12 months following a "sale event" (as defined in his employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, he will be entitled to receive (i) an amount equal to nine months of his base salary, plus 75% of his annual target bonus, payable in substantially equal installments over nine months following his termination, (ii) if Mr. Polk is participating in our group health plan immediately prior to his termination, benefits continuation until the earlier of nine months following termination or the end of Mr. Polk's COBRA health continuation period, with such monthly employer and employee contributions paid by us directly to the applicable health insurance company, and (iii) full acceleration of all time-based equity awards held by Mr. Polk.

        The payments and benefits provided to Mr. Polk under his employment agreement in connection with a sale event may not be eligible for a federal income tax deduction for us pursuant to Section 280G of the Code. These payments and benefits also may be subject to an excise tax under Section 4999 of the Code. If the payments or benefits payable to Mr. Polk in connection with a sale event would be subject to the excise tax on golden parachutes imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to such officer.

        In addition, Mr. Polk has entered into a confidentiality, non-disclosure, non-competition and developments agreement with us that contains, among other things, non-competition and non-solicitation provisions that apply during the term of Mr. Polk's employment and for 12 months thereafter.

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Employee Benefit Plans

2018 Stock Option and Incentive Plan

        In                        2018, our board of directors, upon the recommendation of the compensation committee of the board of directors, adopted our 2018 Stock Option and Incentive Plan, or the 2018 Plan, which was subsequently approved by our stockholders. The 2018 Plan will become effective immediately prior to the closing of this offering. The 2018 Plan will replace our 2012 Stock Option and Grant Plan, or the 2012 Plan, and our Amended and Restated 2010 Series A Option Plan, or the 2010 Series A Plan, as our board of directors has determined not to make additional awards under the 2012 Plan and the 2010 Series A Plan following the closing of this offering. Our 2018 Plan provides flexibility to our compensation committee to use various equity-based incentive awards as compensation tools to motivate our workforce.

        We have initially reserved                shares of our common stock, or the Initial Limit, for the issuance of awards under the 2018 Plan, plus the shares of common stock remaining available for issuance under our 2012 Plan. The 2018 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2019, by        % of the outstanding number of shares of our common stock on the immediately preceding December 31, or the Annual Increase. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

        The shares we issue under the 2018 Plan will be authorized but unissued shares or shares that we reacquire. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of stock, expire or are otherwise terminated (other than by exercise) under the 2018 Plan, the 2012 Plan and our Amended and Restated Equity Incentive Plan, or the 2003 Plan, will be added back to the shares of common stock available for issuance under the 2018 Plan.

        The maximum aggregate number of shares that may be issued in the form of incentive stock options shall not exceed the Initial Limit cumulatively increased on January 1, 2019 and on each January 1 thereafter by the lesser of the Annual Increase for such year or                shares of common stock. The maximum value of all awards that may be granted under the 2018 Plan to any non-employee director in any calendar year shall not exceed $600,000.

        The 2018 Plan will be administered by our compensation committee. Our compensation committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2018 Plan. Persons eligible to participate in the 2018 Plan will be those full or part-time officers, employees, non-employee directors and other key persons (including consultants) as selected from time to time by our compensation committee in its discretion.

        The 2018 Plan permits the granting of both options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code, or the Code, and options that do not so qualify. The option exercise price of each option will be determined by our compensation committee but may not be less than 100% of the fair market value of our common stock on the date of grant. The term of each option will be fixed by our compensation committee and may not exceed ten years from the date of grant. Our compensation committee will determine at what time or times each option may be exercised.

        Our compensation committee may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of common stock, or cash, equal to the value of the appreciation in our stock price over the exercise price. The exercise price of each stock appreciation right may not be less than 100% of the fair market value of the common stock on the date of grant.

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        Our compensation committee may award restricted shares of common stock and restricted stock units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified vesting period. Our compensation committee may also grant shares of common stock that are free from any restrictions under the 2018 Plan. Unrestricted stock may be granted to participants in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.

        The 2018 Plan provides that in the case of, and subject to, the consummation of a "sale event" as defined in the 2018 Plan, all outstanding awards may be assumed, substituted or otherwise continued by the successor entity. To the extent that the successor entity does not assume, substitute or otherwise continue such awards, then (i) all stock options and stock appreciation rights will automatically become fully exercisable and the restrictions and conditions on all other awards with time-based conditions will automatically be deemed waived, and awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a sale event in the compensation committee's discretion and (ii) upon the effectiveness of the sale event, the 2018 Plan and all awards will automatically terminate. In the event of such termination, (i) individuals holding options and stock appreciation rights will be permitted to exercise such options and stock appreciation rights (to the extent exercisable) prior to the sale event, or (ii) we may make or provide for a cash payment to participants holding options and stock appreciation rights equal to the difference between the per share cash consideration payable to stockholders in the sale event and the exercise price of the options or stock appreciation rights (to the extent then exercisable).

        Our board of directors may amend or discontinue the 2018 Plan and our compensation committee may amend the exercise price of options and amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose but no such action may adversely affect rights under an award without the holder's consent. Certain amendments to the 2018 Plan require the approval of our stockholders. No awards may be granted under the 2018 Plan after the date that is ten years from the date of stockholder approval. No awards under the 2018 Plan have been made prior to the date of this prospectus.

Confer Technologies, Inc. 2013 Stock Plan

        In May 2016, we acquired Confer Technologies, Inc., which we refer to as Confer. In connection with our acquisition of Confer in May 2016, we assumed the Confer Technologies, Inc. 2013 Stock Plan, or the Confer Plan, and assumed all then outstanding options granted under the Confer Plan and converted them into options to purchase shares of our common stock. We reserved an aggregate of 1,593,701 shares of our common stock for the issuance of options under the Confer Plan. This number is subject to adjustment in the event of a stock split, stock dividend, merger or other change in our capitalization. As of March 31, 2018, options to purchase 818,648 shares of common stock were outstanding under the Confer Plan at a weighted-average exercise price of $1.33 per share, and no shares remained available for future grant under the Confer Plan. Effective as of June 3, 2016, our board of directors has determined not to grant any further awards under the Confer Plan, but all outstanding awards under the Confer Plan will continue to be governed by their existing terms.

        The shares we issue in connection with the exercise of assumed options under the Confer Plan are authorized but unissued shares. The shares of common stock underlying any awards that were forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) under the Confer Plan have been added back to the shares of common stock available for issuance under the Confer Plan. Upon the closing of this offering, such shares will not be added to the shares of common stock available for issuance under the 2018 Plan.

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        The Confer Plan is administered by our board of directors. The board of directors or a committee appointed by the board has full authority and discretion to take any actions it deems necessary or advisable for the administration of the Confer Plan, including, with respect to the terms and conditions of awards, varying from the provisions of the Confer Plan to the extent the board of directors deems it necessary and appropriate to do so.

        The Confer Plan permits grants of incentive stock options and non-qualified stock options, as well as the direct award or sale of shares of common stock to employees, non-employee directors and consultants of Confer Technologies.

        The Confer Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. The option exercise price of each option is determined by our board or directors or a committee appointed by the board but may not be less than 100% of the fair market value of the common stock on the date of grant. In the case of an incentive stock option granted to a participant who, at the time of grant of such option, owns stock representing more than 10% of the voting power of all our classes of stock, then the exercise price may not be less than 110% of the fair market value of the common stock on the date of grant. The term of each option will be fixed by the board of directors or a committee appointed by the board and may not exceed ten years from the date of grant.

        The Confer Plan provides that upon the occurrence of a "corporate transaction" (as defined in the Confer Plan), awards may be assumed, substituted for new awards of a successor entity, or otherwise continued or terminated at the effective time of such corporate transaction. In the event of termination, the holders of options are permitted, for a period of at least five days prior to the effective time of the corporate transaction, to exercise all portions of their awards that are then exercisable or become exercisable upon or prior to the corporate transaction. The board of directors may also make or provide for payment to holders of options equal to the difference between the per share cash consideration in the corporate transaction and the exercise price of the holders of vested and exercisable options. Such payment may be made in the form of cash, cash equivalents or securities of the successor entity having an equivalent value. The board of directors also has the discretion to accelerate, in whole or part, the vesting or exercisability of an option or other award in connection with a corporate transaction.

        Our board of directors may amend, suspend or terminate the Confer Plan at any time, subject to stockholder approval where such approval is required by applicable law. The board of directors may also modify, extend, assume or cancel any outstanding option, provided that no modification of an option will impair the rights or increase the obligations of the holder of such options. The board of directors has determined not to make any further grants under the Confer Plan following the closing of this offering.

2012 Stock Option and Grant Plan

        The 2012 Stock Option and Grant Plan, or the 2012 Plan, was approved by our board of directors and our stockholders on July 11, 2012, and was most recently amended in January 2018. We have reserved an aggregate of 37,781,086 shares of our common stock, in addition to any shares of common stock underlying awards that are forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) under the 2003 Plan, for the issuance of options and other equity awards under the 2012 Plan. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. As of March 31, 2018, options to purchase 29,739,645 shares of our common stock were outstanding under the 2012 Plan at a weighted-average exercise price of $2.64 per share, restricted stock units, or RSUs, that may be settled for an aggregate of 789,000 shares of our common stock were outstanding under the 2012 Plan and 2,162,844 shares of our common stock remained available for future grant under the 2012 Plan. Effective upon the closing of this offering, our board of directors has determined not to grant any further awards under our 2012 Plan, but all outstanding awards under the 2012 Plan will continue to be governed by their existing terms.

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        The shares we issue under the 2012 Plan are authorized but unissued shares or shares we reacquire. The shares of common stock underlying any awards that are forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) under the 2012 Plan and the 2003 Plan are currently added back to the shares of common stock available for issuance under the 2012 Plan. Upon the closing of this offering, such shares will be added to the shares of common stock available for issuance under the 2018 Plan.

        The 2012 Plan is administered by our board of directors. The board of directors or a committee appointed by the board has the authority to select the individuals to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award, to provide substitute awards and to determine the specific terms and conditions of each award.

        The 2012 Plan permits us to make grants of incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards and restricted stock units to our officers, employees, directors and consultants.

        The 2012 Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. The option exercise price of each option is determined by our board or directors or a committee appointed by the board but may not be less than 100% of the fair market value of the common stock on the date of grant. In the case of an incentive stock option granted to a participant who, at the time of grant of such option, owns stock representing more than 10% of the voting power of all our classes of stock, then the exercise price may not be less than 110% of the fair market value of the common stock on the date of grant. The term of each option will be fixed by the board of directors or a committee appointed by the board and may not exceed ten years from the date of grant.

        The 2012 Plan provides that upon the occurrence of a "sale event" as defined in the 2012 Plan, awards may be assumed, substituted for new awards of a successor entity, or otherwise continued or terminated at the effective time of such sale event. In the case of the termination of all outstanding options, such options may be exercised to the extent then exercisable within a period of time prior to the consummation of the sale event. In the case of forfeiture of restricted stock, such awards may be repurchased by us for a price per share equal to the lower of the original per share purchase price paid or the current fair market value of the shares. We may also make or provide for cash payment to holders of options equal to the difference between the per share cash consideration in the sale event and the exercise price to the holders of vested and exercisable options. We may make or provide for cash payment to holders of restricted stock and restricted stock unit awards in an amount equal to the product of the per share cash consideration and the number of shares subject to each such award.

        Our board of directors may amend, suspend or terminate the 2012 Plan at any time, subject to stockholder approval where such approval is required by applicable law. The board of directors may also amend, modify or terminate any outstanding award, including the exercise price, provided that no amendment to an award may materially and adversely affect any of the rights of a participant under any awards previously granted without his or her written consent. The board of directors has determined not to make any further grants under the 2012 Plan following the closing of this offering.

Carbon Black Amended and Restated 2012 Equity Incentive Plan

        In February 2014, we acquired Carbon Black, Inc., which we refer to as the acquired company. In connection with our acquisition of the acquired company in February 2014, we assumed the Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan, or the Carbon Black Plan, and assumed all vested and then outstanding options granted under the Carbon Black Plan and converted them into options to purchase shares of our Series E-1 preferred stock. We reserved an aggregate of 6,415,146 shares of our Series E-1 preferred stock for the issuance of options under the Carbon Black Plan. This number is subject to adjustment in the event of a stock split, stock dividend, merger or other change in our

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capitalization. After giving effect to the conversion of our Series E-1 preferred stock into 4,739,463 shares of common stock, which will occur upon the closing of this offering, options to purchase 1,675,683 shares of common stock were outstanding under the Carbon Black Plan as of March 31, 2018 at a weighted-average exercise price of $0.43 per share, and no shares remained available for future grant under the Carbon Black Plan. Effective as of February 10, 2014, our board of directors determined not to grant any further awards under the Carbon Black Plan, but all outstanding awards under the Carbon Black Plan continue to be governed by their existing terms.

        The shares of Series E-1 preferred stock we issued in connection with the exercise of assumed options under the Carbon Black Plan were authorized but unissued shares. The shares of Series E-1 preferred stock underlying any awards that were forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) under the Carbon Black Plan have been added back to the shares of Series E-1 preferred stock available for issuance under the Carbon Black Plan. After the conversion of all of our outstanding preferred stock into 91,863,260 shares of common stock upon the closing of this offering, such converted shares of Series E-1 preferred stock will not be added to the shares of common stock available for issuance under the 2018 Plan.

        The Carbon Black Plan is administered by our board of directors. The board of directors or a committee appointed by the board has the authority to (i) determine the eligible persons to whom awards will be granted, (ii) determine the types of awards to be granted, (ii) determine the number of shares to be covered by each award, (iv) impose such terms, limitations, restrictions and conditions upon any award, (v) modify, amend, extend or renew outstanding awards, or accept the surrender of outstanding awards and substitute new awards, (vi) accelerate or otherwise change the time in which an award may be exercisable or becomes payable and (vii) establish objectives and conditions, if any, for earning awards and determining whether awards will be paid after the end of a performance period.

        The Carbon Black Plan permitted grants of incentive stock options, non-qualified stock options, restricted stock awards, phantom stock and performance awards to officers, employees, directors and consultants of the acquired company.

        The Carbon Black Plan provides that upon the occurrence of a change of control, awards may be assumed, substituted for new awards of a successor entity, or otherwise continued or terminated at the effective time of such change in control. In the event of termination, the holders of options are permitted, for a period of at least five days prior to the effective time of the change in control, (i) to exercise all portions of their awards that are then exercisable or become exercisable upon or prior to the change in control or (ii) to exercise all portions of awards that are exercisable and surrender such portion to receive a number of shares equal to the "net issuance amount" (as defined in the Carbon Black Plan), which is based on the fair market value of one share at the effective time of the change in control, less the exercise price for such option.

        Our board of directors may amend, suspend or terminate the Carbon Black Plan at any time, subject to stockholder approval where such approval is required by applicable law. The board of directors may also amend, modify or terminate any outstanding award, provided that no amendment to an award may materially and adversely affect any of the rights of a participant under any awards previously granted without his or her written consent.

Amended and Restated 2010 Series A Option Plan

        The Amended and Restated 2010 Series A Option Plan, or the 2010 Series A Plan, was originally adopted by our board of directors and approved by our stockholders in September 2010 and subsequently amended and restated in July 2012. We have reserved an aggregate of 8,800,000 shares of our Series A preferred stock for the issuance of options under the 2010 Series A Plan. This number is subject to adjustment in the event of a stock split, stock dividend, merger or other change in our capitalization. After giving effect to the conversion of our Series A preferred stock into 3,122,066 shares of common stock, which will occur upon the closing of this offering, options to purchase 3,610,139 shares of common stock

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were outstanding under our 2010 Series A Plan as of March 31, 2018 at a weighted-average exercise price of $1.43 per share. Effective upon the closing of this offering, our board of directors has determined not to grant any further awards under our 2010 Series A Plan.

        The shares we issue under the 2010 Series A Plan are authorized but unissued Series A preferred shares or shares of Series A preferred stock that we reacquire. The shares of Series A preferred stock underlying any awards that are forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) under the 2010 Series A Plan are currently added back to the shares of Series A preferred stock available for issuance under the 2010 Series A Plan.

        The 2010 Series A Plan is administered by our board of directors. The board of directors has the authority (i) to construe and determine the respective option award agreements, awards and the 2010 Series A Plan, (ii) to prescribe, amend and rescind rules and regulations relating to the 2010 Series A Plan and any awards, (iii) to determine the terms and provisions of awards, (iv) to initiate an option exchange program, (v) to make all other determinations necessary or desirable for administration and interpretation of the 2010 Series A Plan, (vi) to determine the specific terms and conditions of each award and (vi) to accelerate the exercisability or vesting of any award.

        The 2010 Series A Plan permits us to make grants of incentive stock options and non-qualified stock options to our officers, employees, directors, consultants and advisors.

        The 2010 Series A Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. The option exercise price of each option is determined by our board or directors or a committee appointed by the board but may not be less than 100% of the fair market value of the Series A preferred stock on the date of grant. In the case of an incentive stock option granted to a participant who, at the time of grant of such option, owns stock representing more than 10% of the voting power of all of our classes of stock, then the exercise price may not be less than 110% of the fair market value of the Series A preferred stock on the date of grant. The term of each option will be fixed by the board of directors or a committee appointed by the board and may not exceed ten years from the date of grant.

        The 2010 Series A Plan provides that upon the occurrence of a "change of control" (as defined in the 2010 Series A Plan), awards may be assumed, substituted for new awards of a successor entity, or otherwise continued or terminated at the effective time of such change of control. The board of directors may also accelerate the date of exercise or vesting of any award or permit the exchange of an award for the right to participate in any option or other employee benefit plan of a successor entity. Additionally, the board of directors may make or provide for the repurchase of an award for an amount equal to the difference between the per share cash consideration in the change of control and the exercise price. Such amount may be payable in cash or the property payable in respect of such securities in connection with the change of control.

        Our board of directors may amend, suspend or terminate the 2010 Series A Plan at any time, subject to stockholder approval where such approval is required by applicable law. The board of directors may also amend, modify or terminate any outstanding award, including the exercise price, provided that no amendment to an award may materially and adversely affect any of the rights of a participant under any awards previously granted without his or her written consent.

Amended and Restated Equity Incentive Plan

        The Amended and Restated Equity Incentive Plan, or the 2003 Plan, was originally adopted by our board of directors and approved by our stockholders in June 2003 and was subsequently amended and restated in May 2006. We reserved an aggregate of 2,980,022 shares of our common stock for the issuance of options and restricted stock awards under the 2003 Plan. This number was subject to adjustment in the event of a stock split, stock dividend, merger or other change in our capitalization. As of March 31, 2018,

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options to purchase 179,433 shares of our common stock were outstanding under the 2003 Plan at a weighted-average exercise price of $0.59 per share and no shares remained available for future grant under the 2003 Plan. Effective as of July 11, 2012, our board of directors determined not to grant any further awards under our 2003 Plan, but all outstanding awards under the 2003 Plan continue to be governed by their existing terms.

        The shares we issued under the 2003 Plan are authorized but unissued shares or shares we reacquired. The shares of common stock underlying any awards that are forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) under the 2003 Plan are currently added back to the shares of common stock available for issuance under the 2012 Plan. Upon the closing of this offering, such shares will be added to the shares of common stock available for issuance under the 2018 Plan.

        The 2003 Plan is administered by our board of directors. The board of directors or a committee appointed by the board had the authority (i) to construe and determine the respective option award agreements, awards and the 2003 Plan, (ii) to prescribe, amend and rescind rules and regulations relating to the 2003 Plan and any awards, (iii) to determine the terms and provisions of awards, (iv) to initiate an option exchange program, (v) to make all other determinations necessary or desirable for administration and interpretation of the 2003 Plan, (vi) to determine the specific terms and conditions of each award and (vii) to accelerate the exercisability or vesting of any award.

        The 2003 Plan permitted us to make grants of incentive stock options and non-qualified stock options and restricted stock awards to our officers, employees, directors, consultants and advisors.

        The 2003 Plan provides that upon the occurrence of a "change of control" (as defined in the 2003 Plan), awards may be assumed, substituted for new awards of a successor entity, or otherwise continued or terminated at the effective time of such change of control. The board of directors may also accelerate the date of exercise or vesting of any award or permit the exchange of an award for the right to participate in any option or other employee benefit plan of a successor entity. Additionally, the board of directors may make or provide for the repurchase of an award for an amount equal to the difference between the per share cash consideration in the change of control and the exercise price. Such amount may be payable in cash or the property payable in respect of such securities in connection with the change of control.

        The board of directors may also amend, modify or terminate any outstanding award, including the exercise price, provided that no amendment to an award may materially and adversely affect any of the rights of a participant under any awards previously granted without his or her written consent. The 2003 Plan terminated pursuant to its terms on June 25, 2013.

Employee Stock Purchase Plan

        In                    , 2018 our board of directors adopted and our stockholders approved our 2018 Employee Stock Purchase Plan, or the ESPP. The ESPP authorizes the issuance of up to a total of            shares of common stock to participating employees. The ESPP provides that the number of shares reserved and available for issuance under the ESPP shall be cumulatively increased each January 1, beginning on January 1, 2019, and ending on January 1, 2028, by the lesser of (i) one percent of the outstanding number of shares of our common stock on the immediately preceding December 31, (ii)            shares of common stock or (iii) such lesser number of shares as determined by our compensation committee. The number of shares reserved and available for issuance under the ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

        All employees who we have employed for at least            months and whose customary employment is for more than            hours a week are eligible to participate in the ESPP. Any employee who owns five percent or more of the voting power or value of our shares of common stock is not eligible to purchase shares under the ESPP.

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        We may make one or more offerings each year to our employees to purchase shares under the ESPP. Each eligible employee may elect to participate in any offering by submitting an enrollment form at least 15 business days before the relevant offering date. Unless otherwise determined by our compensation committee, the initial offering under the ESPP will commence upon January 1, 2019 and will end on the following June 30, 2019, with subsequent offering periods to begin on the first business day following each January 1 and July 1 and end on the last business day occurring on or before the following June 30 and December 31, respectively.

        Each employee who is a participant in the ESPP may purchase shares by authorizing payroll deductions at a minimum of two percent and up to ten percent of his or her base compensation during an offering period. Unless the participating employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase shares of common stock on the last business day of the offering period at a price equal to 85 percent of the fair market value of the common stock on the first business day or the last business day of the offering period, whichever is lower, provided that no more than a number of shares of common stock determined by dividing $12,500 by the fair market value of the common stock on the first day of the offering may be purchased by any one employee during each offering period. Under applicable tax rules, an employee may purchase no more than $25,000 worth of shares, valued at the start of the purchase period, under the ESPP in any calendar year.

        The accumulated payroll deductions of any employee who is not a participant on the last day of an offering period will be refunded. An employee's rights under the ESPP terminate upon voluntary withdrawal from the plan or when the employee ceases employment with us for any reason.

        The ESPP may be terminated or amended by our board of directors at any time. An amendment that increases the number of shares of common stock that are authorized under the ESPP and certain other amendments require the approval of our stockholders.

Senior Executive Cash Incentive Bonus Plan

        In                        , 2018 our board of directors adopted the Senior Executive Cash Incentive Bonus Plan, or the Bonus Plan. The Bonus Plan provides for cash bonus payments based upon the attainment of performance targets established by our compensation committee. The payment targets will be related to financial and operational measures or objectives with respect to our company, or corporate performance goals, as well as individual performance objectives.

        Our compensation committee may select corporate performance goals from among the following: earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of our common stock, economic value-added, revenue, corporate revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, stockholder returns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of stock, sales or market shares and number of customers, number of new customers or customer references, research and development, billings, bookings, new bookings or renewals, operating income and/or net annual recurring revenue, any of which may be measured in absolute terms, as compared to any incremental increase, in terms of growth, or as compared to results of a peer group.

        Each executive officer who is selected to participate in the Bonus Plan will have a target bonus opportunity set for each performance period. The bonus formulas will be adopted in each performance period by the compensation committee and communicated to each executive. The corporate performance goals will be measured at the end of each performance period after our financial reports have been published or such other appropriate time as the compensation committee determines. If the corporate performance goals and individual performance objectives are met, payments will be made as soon as practicable following the end of each performance period. Subject to the rights contained in any agreement between the executive officer and us, an executive officer must be employed by us on the bonus payment

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date to be eligible to receive a bonus payment. The Bonus Plan also permits the compensation committee to approve additional bonuses to executive officers in its sole discretion and provides the compensation committee with discretion to adjust the size of the award as it deems appropriate to account for unforeseen factors beyond management's control that affected corporate performance.

Retirement Plans

        We maintain a tax-qualified 401(k) retirement plan for eligible employees in the United States to save for retirement on a tax-advantaged basis. Under our 401(k) plan, employees may elect to defer up to 75% of their eligible compensation subject to applicable annual limits set pursuant to the Internal Revenue Code. Our 401(k) plan permits participants to make both pre-tax and certain after-tax (Roth) deferral contributions. While we have the option to provide a discretionary employer matching contribution under the 401(k) plan, we have not made a matching contribution to date. Employees are 100% vested in their contributions to the 401(k) plan.

Indemnification of Officers and Directors

        We have agreed to indemnify our directors and executive officers in certain circumstances. See "Certain Relationships and Related Party Transactions—Limitation of Liability and Indemnification of Officers and Directors."

Rule 10b5-1 Sales Plans

        Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information subject to compliance with the terms of our insider trading policy. Prior to 180 days after the date of this offering, subject to early termination, the sale of any shares under Rule 10b5-1 plan would be subject to the lock-up agreement that the director or executive officer has entered into with the underwriters.

Compensation Risk Assessment

        We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        In addition to the director and executive compensation arrangements discussed in the sections titled "Management" and "Executive Compensation," we have been a party to the following transactions since January 1, 2015, in which the amount involved exceeded or will exceed $120,000, and in which any director, executive officer or beneficial owner of more than 5% of any class of our voting stock, or any member of the immediate family of or entities affiliated with any of them, had or will have a direct or indirect material interest. We also describe below certain transactions and series of similar transactions since January 1, 2015 with our directors, executive officers and beneficial owners of more than 5% of any class of our voting securities, or any member of the immediate family of or any entities affiliated with any of the foregoing persons to which we are party.

Sales of Preferred Stock

Series F Preferred Stock

        In September and October 2015 and January 2016, we issued and sold an aggregate of 11,515,005 shares of our Series F preferred stock for an aggregate purchase price of approximately $68.3 million. We believe that the terms obtained and consideration received in connection with the Series F financing are comparable to terms available and the amounts we would have received in an arm's length transaction.

        The table below summarizes purchases of shares of our Series F preferred stock by holders of more than 5% of any class of our voting securities. For more information, see "Management—Compensation Committee Interlocks and Insider Participation." Each outstanding share of our Series F preferred stock will be converted into one share of our common stock upon the closing of this offering.

Purchasers	Shares of Series F Preferred Stock		Aggregate Purchase Price
Entities affiliated with Highland Capital Partners(1)		1,686,341	$	10,000,002
Entities affiliated with Kleiner Perkins Caufield & Byers(2)		168,634	$	1,000,000
Entities affiliated with Point 406 Ventures(3)		1,264,755	$	7,499,997
Sequoia Capital U.S. Growth Fund V, L.P.		843,170	$	4,999,998

(1)

Consists of (i) 1,036,762 shares purchased by Highland Capital Partners VII Limited Partnership, (ii) 251,227 shares purchased by Highland Capital Partners VII-B Limited Partnership, (iii) 365,866 shares purchased by Highland Capital Partners VII-C Limited Partnership and (iv) 32,486 shares purchased by Highland Capital Partners Fund VII Limited Partnership. Paul A. Maeder, a member of our board of directors, is a partner at Highland Capital Partners.

(2)

Consists of (i) 150,961 shares purchased by Kleiner Perkins Caufield & Byers XII, LLC, (ii) 15,751 shares purchased by KPCB XII Founders Fund, LLC, and (iii) 1,922 shares purchased individuals and entities associated with Kleiner Perkins Caufield & Byers.

(3)

Consists of (i) 301,785 shares purchased by Point 406 Ventures I, L.P., (ii) 1,469 shares purchased by Point 406 Ventures I-A, L.P., and (iii) 961,501 shares purchased by B941, LLC, an affiliate of Point 406 Ventures. Maria A. Cirino, a member of our board of directors, is a managing partner of Point 406 Ventures.

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Acquisitions of Companies or Assets

Objective Logistics

        On June 11, 2015, we entered into an Asset Purchase Agreement with Objective Logistics Inc., or Objective Logistics, pursuant to which we acquired certain specified assets and agreements of Objective Logistics for aggregate cash consideration of $1.9 million. In connection with the Asset Purchase Agreement, Objective Logistics also granted us a license to certain Objective Logistics patents and other intellectual property. Atlas Venture Fund VIII, L.P. and Atlas Venture Fund IX, L.P., which are entities affiliated with Atlas Venture, owned shares of Objective Logistics. Entities affiliated with Atlas Venture are holders of greater than 5% of certain classes of our equity securities. Mr. Fagnan, a member of our board of directors, is a General Partner at Atlas Venture. We believe that the terms obtained and consideration received in connection with this acquisition and sale are comparable to terms available and the amounts we would have received in an arm's length transaction.

VisiTrend, Inc.

        On August 14, 2015, we entered into an Asset Purchase Agreement with VisiTrend, Inc., or VisiTrend, and certain stockholders of VisiTrend pursuant to which we acquired certain assets of VisiTrend for (i) aggregate cash consideration of $0.1 million, (ii) the issuance of 113,981 shares of our Series E preferred stock, (iii) the issuance of an additional 68,389 shares of our Series E preferred stock that were placed in trust and were released therefrom as provided in the Asset Purchase Agreement and (iv) the future issuance of up to an additional 220,365 shares of our Series E preferred stock so long as two former key employees of VisiTrend remain employed by us as of August 14, 2016. Atlas Venture Fund IX, L.P., an entity affiliated with Atlas Venture, owned shares of VisiTrend. Entities affiliated with Atlas Venture are holders of greater than 5% of certain classes of our equity securities. Mr. Fagnan, a member of our board of directors, is a General Partner at Atlas Venture. We believe that the terms obtained and consideration received in connection with this acquisition and sale are comparable to terms available and the amounts we would have received in an arm's length transaction.

        On February 14, 2016 and on August 14, 2016, we issued 189,970 and 30,395 shares of our Series E preferred stock, respectively, to VisiTrend, pursuant to the terms of the Asset Purchase Agreement.

Commercial Arrangements With Related Parties

        In June 2015, we entered into a technical services agreement with Red Canary, Inc., or Red Canary, pursuant to which Red Canary provides us with managed threat detection services on some of our computer systems. From June 2015 through December 31, 2017, we have received invoices totaling approximately $0.3 million in connection with this technical services agreement. In addition, in August 2014, we entered into a partner alliance agreement and a managed security service provider addendum with Red Canary pursuant to which Red Canary agreed to market and resell our products to end users through its managed security service provider business. From August 2014 through December 31, 2017, we have invoiced Red Canary approximately $1.5 million in connection with this partner alliance agreement. Michael Viscuso, one of our executive officers, is a member of the board of directors and a stockholder of Kyrus Holdings, Inc., an entity that controls Legion Capital, LLC, an entity that is a stockholder of ours and controls Red Canary. We believe that the terms obtained and consideration received in connection with these agreements are comparable to terms available and the amounts we would have exchanged in arm's length transactions.

        In September 2014, we entered into a technical services agreement with Kyrus Tech, Inc., or Kyrus Tech, pursuant to which Kyrus Tech provides us with a range of consulting services. From September 2014 through December 31, 2017, we have received invoices totaling approximately $0.3 million in connection with this technical services agreement. Michael Viscuso, one of our executive officers, is a member of the board of directors and a stockholder of Kyrus Holdings, Inc., an entity that controls Legion Capital, LLC,

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an entity that is a stockholder of ours and controls Kyrus Tech. We believe that the terms obtained and consideration paid in connection with this agreement are comparable to terms available and the amounts we would have paid in an arm's length transaction.

Third Amended and Restated Management Incentive Plan

        In February 2016, we terminated the Third Amended and Restated Management Incentive Plan, in which Patrick Morley, our Chief Executive Officer, participated. Mr. Morley was entitled to receive an aggregate distribution of $9.8 million and elected to receive shares of our common stock to the fullest extent possible, and to receive cash proceeds only to the extent necessary to cover any taxes associated with the distribution. Accordingly, Mr. Morley received 1,569,927 shares of our common stock in this distribution and $4.9 million to cover taxes.

Secondary Transfers of our Common Stock

        In July 2017, we agreed to waive certain restrictions on transfer in connection with, and to assist the administration of, a transfer by one of our stockholders of an aggregate of 75,000 shares of our common stock for an aggregate purchase price of approximately $0.2 million to entities affiliated with Point 406 Ventures, of which Ms. Cirino is a Managing Partner.

Investor Rights Agreement

        We have entered into an investor rights agreement with certain key holders of our common stock, including Mr. Morley, our Chief Executive Officer, and certain of our preferred stockholders, including funds affiliated with Atlas Venture, Blackstone Innovations, Highland Capital Partners, Kleiner Perkins Caufield & Byers, Point 406 Ventures and Sequoia Capital, each of which is a holder of more than five percent of a class of our voting securities. Ms. Cirino, Mr. Fagnan and Mr. Maeder are managing partners, general partners or partners of Point 406 Ventures, Atlas Venture, and Highland Capital Partners, respectively. The investor rights agreement provides a right of purchase in respect of certain issuances of our securities, including in connection with this offering, and provides specified registration rights. For more information regarding the registration rights granted under this agreement, see the section of this prospectus captioned "Description of Capital Stock—Registration Rights." The investor rights agreement also provides that (i) SC US GF Holdings, Ltd., an entity affiliated with Sequoia Capital, will have the right to designate one nominee for election to our board of directors so long as SC US GF Holdings, Ltd. and its affiliates hold more than 5% of the shares of our outstanding common stock following the closing of this offering, (ii) we will take certain actions to support such nominee for election and (iii) should such nominee be elected to our board of directors and subsequently be unable to serve or be removed during the course of such director's term, we will take certain actions to appoint a replacement selected by SC US GF Holdings, Ltd. or its affiliates. The provisions of the investor rights agreement, other than those relating to registration rights, the SC US GF Holdings, Ltd. director nomination right, confidentiality and successor indemnification, will terminate upon completion of this offering. This summary discusses certain material provisions of the investor rights agreement and is qualified by the full text of the agreement filed as an exhibit to the registration statement of which this prospectus is a part.

Limitation of Liability and Indemnification of Officers and Directors

        Our amended and restated certificate of incorporation, which will become effective upon the closing of this offering, will contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

•

any breach of their duty of loyalty to our company or our stockholders;

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•

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•

any transaction from which they derived an improper personal benefit.

        Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

        In addition, prior to the closing of this offering, we expect to adopt amended and restated bylaws which will provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. Our amended and restated bylaws are expected to provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Our amended and restated bylaws will also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.

        Further, prior to the closing of this offering, we expect to enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements will require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements will also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

        The limitation of liability and indemnification provisions that are expected to be included in our amended and restated certificate of incorporation, amended and restated bylaws and in indemnification agreements that we enter into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder's investment may be harmed to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

        We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers.

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Policies and Procedures for Related Party Transactions

        Following the closing of this offering, the audit committee of our board of directors will have the primary responsibility for reviewing and approving or disapproving "related party transactions," which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. Our audit committee charter will provide that the audit committee shall review and approve or disapprove any related party transactions. Prior to this offering, we have not had a formal policy regarding approval of transactions with related parties. Prior to the completion of this offering, we expect to adopt a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes of this policy, a related person will be defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members. The policy will become effective upon the closing of this offering.

        All of the transactions described above were entered into prior to the adoption of a formal policy. Accordingly, each was approved by disinterested members of our board of directors after making a determination that the transaction was executed on terms no less favorable than those that could have been obtained from an unrelated third party.

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PRINCIPAL STOCKHOLDERS

        The following table sets forth information regarding beneficial ownership of our common stock as of March 31, 2018 by:

•

each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our outstanding common stock;

•

each of our named executive officers;

•

each of our directors; and

•

all executive officers and directors as a group.

        We have determined beneficial ownership in accordance with SEC rules. The information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, the number of shares of common stock deemed outstanding includes 6,447,168 shares issuable upon exercise of options held by the respective person or group which may be exercised or converted within 60 days after March 31, 2018. For purposes of calculating each person's or group's percentage ownership, stock options exercisable within 60 days after March 31, 2018 are included for that person or group but not the stock options of any other person or group.

        Applicable percentage ownership is based on 115,650,808 shares of common stock outstanding as of March 31, 2018, assuming the conversion of all outstanding shares of our preferred stock as of March 31, 2018 into common stock, which will occur upon the closing of this offering, and the exercise of the outstanding warrant held by SC US GF Holdings, Ltd., which we expect will occur upon the closing of this offering. For purposes of the table below, we have assumed that                shares of common stock will be outstanding upon the closing of this offering, assuming the sale of                shares by us.

        Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over the shares

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listed. Unless otherwise noted below, the address of each person listed in the table is c/o Carbon Black, Inc., 1100 Winter Street, Waltham, Massachusetts 02451.

	Shares Beneficially Owned Prior to the Offering					Shares Beneficially Owned After the Offering
Name of Beneficial Owner	Number		Percentage			Number	Percentage
5% Stockholders:
Entities affiliated with Atlas Venture(1)		19,646,216		17.0	%
Entities affiliated with Highland Capital Partners(2)		17,201,539		14.9	%
Entities affiliated with Kleiner Perkins Caufield & Byers(3)		10,211,016		8.8	%
Entities affiliated with Point 406 Ventures(4)		8,871,079		7.7	%
Entities affiliated with Sequoia Capital(5)		11,415,518		9.9	%
Named Executive Officers:
Patrick Morley(6)		6,267,090		5.25	%
Thomas Hansen		—		—
Ryan Polk(7)		200,000		*
Directors:
Maria A. Cirino(8)		8,921,079		7.7	%
Jeffrey Fagnan(9)		19,646,216		17.0	%
Peter Thomas Killalea(10)		83,334		*
Paul A. Maeder(11)		17,201,539		14.9	%
Ronald H. Nordin(12)		466,935		*
Joseph S. Tibbetts, Jr(13).		214,590		*
Anthony Zingale(14).		290,400		*
All executive officers and directors as a group (12 persons).		57,697,194		47.3	%

(*)

Represents beneficial ownership of less than 1%.

(1)

Consists of (i) 18,730,465 shares of common stock held by Atlas Venture Fund VI, L.P., or AVF VI, (ii) 572,787 shares of common stock held by Atlas Venture Entrepreneurs' Fund VI, L.P., or AVEF VI, and (iii) 342,964 shares of common stock held by Atlas Venture Fund VI GmbH & Co. KG, or AVFG VI, and together with AVF VI and AVEF VI, the AVA VI Funds. Atlas Venture Associates VI, L.P., or AVA VI LP, is the sole general partner of AVF VI and AVEF VI, and is the managing partner of AVFG VI. Atlas Venture Associates VI, Inc., or AVA VI Inc., is the sole general partner of AVA VI LP. Jeffrey Fagnan, a member of our board of directors is a director of AVA VI Inc. Each of AVA VI Inc. and AVA VI LP may be deemed to have voting and dispositive power over the shares held by the AVA VI Funds. Jeffrey Fagnan, a member of our board of directors, and Jean-Francois Formela, M.D. are directors of AVA VI Inc. and collectively are the individuals who make investment decisions on behalf of the AVA VI Funds. The address of Atlas Venture is 25 First Street, Suite 303, Cambridge, Massachusetts 02141.

(2)

Consists of (i) 8,540,132 shares of common stock held by Highland Capital Partners VI Limited Partnership, or Highland Capital VI, (ii) 4,681,750 shares of common stock held by Highland Capital Partners VI-B Limited Partnership, or Highland Capital VI-B, (iii) 422,991 shares of common stock held by Highland Entrepreneurs' Fund VI Limited Partnership, or Highland VI Entrepreneurs' Fund, and together with Highland Capital VI and Highland Capital VI-B, the Highland VI Investing Entities, (iv) 2,186,636 shares of common stock held by Highland Capital Partners VII Limited Partnership, or Highland Capital VII, (v) 529,864 shares of common stock held by Highland Capital Partners VII-B Limited Partnership, or Highland Capital VII-B, (vi) 771,649 shares of common stock

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held by Highland Capital Partners VII-C Limited Partnership, or Highland Capital VII-C, and (vii) 68,517 shares of common stock held by Highland Entrepreneurs' Fund VII Limited Partnership, or Highland VII Entrepreneurs' Fund, and together with Highland Capital VII, Highland Capital VII-B and Highland Capital VII-C, the Highland VII Investing Entities.

Highland Management Partners VI Limited Partnership, or HMP VI LP, is the general partner of Highland Capital VI and Highland Capital VI-B. HEF VI Limited Partnership, or HEF, is the general partner of Highland VI Entrepreneurs' Fund. Highland Management Partners VI, Inc., or Highland Management, is the general partner of both HMP VI LP and HEF. Paul A. Maeder, a member of our board of directors, Robert J. Davis, Daniel J. Nova, Sean M. Dalton and Corey M. Mulloy are the managing directors of Highland Management, together the Managing Directors. Highland Management as the general partner of the general partners of the Highland Investing VI Entities, may be deemed to have beneficial ownership of the shares held by the Highland VI Investing Entities. The Managing Directors have shared voting and investment control over all the shares held by the Highland VI Investing Entities. The principal business address for each of the entities in this paragraph is One Broadway, 16th Floor, Cambridge, MA 02142.

Highland Management Partners VII Limited Partnership, or HMP VII LP, is the general partner of the Highland VII Investing Entities. Highland Management Partners VII, LLC, or HMP VII LLC, is the general partner of HMP VII LP. Paul A. Maeder, a member of our board of directors, Peter W. Bell, Sean M. Dalton, Robert J. Davis, Daniel J. Nova and Corey M. Mulloy are the managing members of HMP VII LLC. Each of HMP VII LP and HMP VII LLC, as the general partner of the general partner of the Highland VII Investing Entities, respectively, is deemed to have beneficial ownership of the shares held by the Highland VII Investing Entities. Voting and investment decisions of HMP VII LLC are made by the managing members of HMP VII LLC. The principal business address for each of the entities in this paragraph is One Broadway, 16th Floor, Cambridge, MA 02142.

(3)

Consists of (i) 9,098,352 shares of common stock beneficially owned by Kleiner Perkins Caufield & Byers XII, LLC, or KPCB XII, (ii) 158,954 shares beneficially owned by KPCB XII Founders Fund, LLC, or KPCB XII FF, and (iii) 953,710 shares beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. The managing member of KPCB XII and KPCB XII FF is KPCB XII Associates, LLC, or KPCB XII Associates. Brook H. Byers, L. John Doerr, Raymond J. Lane, Theodore E. Schlein and Russ Siegelman, the Managers of KPCB XII Associates, exercise shared voting and dispositive control over the shares directly held by KPCB XII and KPCB XII FF. The principal business address for all entities and individuals affiliated with Kleiner Perkins Caufield & Byers is 2750 Sand Hill Road, Menlo Park, CA 94025.

(4)

Consists of (i) 6,001,669 shares of common stock held by Point 406 Ventures I, L.P., (ii) 28,857 shares of common stock held by Point 406 Ventures I-A, L.P., (iii) 1,879,052 shares of common stock held by 1941 Co-Invest, LLC and (iv) 961,501 shares of common stock held by B941, LLC. .406 Ventures I GP, L.P. is the general partner of each of Point 406 Ventures I, L.P., Point 406 Ventures I-A, L.P., 1941 Co-Invest, LLC and B941, LLC. 406 Ventures I GP, LLC is the general partner of .406 Ventures I GP, L.P. The address of each of the entities identified in this footnote is 470 Atlantic Ave., 12th Floor, Boston, MA 02110.

(5)

Consists of (i) 8,363,722 shares of common stock held by SC US GF V Holdings, Ltd., (ii) 2,090,053 shares of common stock held by Sequoia Capital U.S. Growth Fund V, L.P. and (iii) 961,743 shares of common stock issuable upon the exercise of a warrant held by SC US GF V Holdings, Ltd. Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of each of Sequoia Capital

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U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. The directors and stockholders of SC US (TTGP), Ltd. and SC US GF V Holdings, Ltd. that exercise voting and investment discretion with respect to SC US GF V Holdings, Ltd.'s and Sequoia Capital U.S. Growth Fund V, L.P.'s investments are Roelof Botha, James J. Goetz, Patrick Grady, Douglas Leone and Michael Moritz. As a result, and by virtue of the relationships described in this footnote, each such person may be deemed to share beneficial ownership of the shares held by SC US GF V Holdings, Ltd. and Sequoia Capital U.S. Growth Fund V, L.P. The address of each of the entities identified in this footnote is c/o Sequoia Capital, 2800 Sand Hill Road, Suite 101, Menlo Park, CA 94025.

(6)

Consists of (i) 2,539,886 shares of common stock held by Mr. Morley and (ii) 3,727,204 shares of common stock issuable to Mr. Morley upon exercise of stock options exercisable within 60 days after March 31, 2018.

(7)

Consists of 200,000 shares of common stock issuable to Mr. Polk upon exercise of stock options exercisable within 60 days after March 31, 2018.

(8)

Consists of (i) the shares described in note (4) above and (ii) 50,000 shares of common stock held by Ms. Cirino. Ms. Cirino's business address is 470 Atlantic Ave., 12th Floor, Boston, MA 02110.

(9)

See note (1) above. Mr. Fagnan's business address is 25 First Street, Suite 303, Cambridge, MA 02141.

(10)

Consists of 83,334 shares of common stock issuable to Mr. Killalea upon exercise of stock options exercisable within 60 days of March 31, 2018.

(11)

All shares indicated as owned by Mr. Maeder are included because Mr. Maeder is a Managing Director of Highland Management and HMP VII LLC, which are each the general partner of entities affiliated with Highland Capital Partners, and as such may be deemed to share voting and investment power with respect to the shares.

(12)

Consists of (i) 301,237 shares of common stock held by Mr. Nordin and (ii) 165,698 shares of common stock issuable to Mr. Nordin upon exercise of stock options exercisable within 60 days after March 31, 2018.

(13)

Consists of 214,590 shares of common stock issuable to Mr. Tibbetts upon exercise of stock options exercisable within 60 days after March 31, 2018.

(14)

Consists of 290,400 shares of common stock issuable to Mr. Zingale upon exercise of stock options exercisable within 60 days after March 31, 2018.

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DESCRIPTION OF CAPITAL STOCK

General

        The following description summarizes the most important terms of our capital stock, as they are expected to be in effect upon the closing of this offering. We expect to adopt an amended and restated certificate of incorporation and amended and restated bylaws in connection with this offering, and this description summarizes the provisions that are expected to be included in such documents. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in "Description of Capital Stock," you should refer to our amended and restated certificate of incorporation and amended and restated bylaws, which are or will be included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Delaware law. Immediately following the closing of this offering, our authorized capital stock will consist of          shares of common stock, $0.001 par value per share, and          shares of undesignated preferred stock, $0.001 par value per share.

        Assuming the conversion of all outstanding shares of our preferred stock as of March 31, 2018 into shares of our common stock, which will occur upon the closing of this offering, and the assumed exercise of the outstanding warrant held by SC US GF Holdings, Ltd., which we expect will occur upon the closing of this offering, there would have been          shares of our common stock outstanding, held by 369 stockholders of record, and no shares of our preferred stock outstanding. Our board of directors is authorized, without stockholder approval except as required by the listing standards of The Nasdaq Global Select Market to issue additional shares of our capital stock.

Common Stock

        The holders of our common stock are entitled to one vote per share on all matters to be voted on by our stockholders. The holders of our common stock do not have any cumulative voting rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by our board of directors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to the prior distribution rights of preferred stock then outstanding. Holders of common stock have no preemptive, conversion or subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

        Upon the completion of this offering, all currently outstanding shares of preferred stock will convert into shares of our common stock, and there will be no shares of preferred stock outstanding.

        Though we currently have no plans to issue any shares of preferred stock, upon the closing of this offering and the filing of our certificate of incorporation, our board of directors will have the authority, without further action by our stockholders, to designate and issue up to            shares of preferred stock in one or more series. Our board of directors may also designate the rights, preferences and privileges of the holders of each such series of preferred stock, any or all of which may be greater than or senior to those granted to the holders of common stock. Though the actual effect of any such issuance on the rights of the holders of common stock will not be known until such time as our board of directors determines the specific rights of the holders of preferred stock, the potential effects of such an issuance include:

•

diluting the voting power of the holders of common stock;

•

reducing the likelihood that holders of common stock will receive dividend payments;

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•

reducing the likelihood that holders of common stock will receive payments in the event of our liquidation, dissolution, or winding up; and

•

delaying, deterring or preventing a change-in-control or other corporate takeover.

Warrants

        In July 2012, in connection with the sale of shares of our Series D preferred stock, we issued a warrant to SC US GF Holdings, Ltd., an entity affiliated with Sequoia Capital, which, on the date of this offering, will be exercisable for up to 961,743 shares of our common stock at $0.001 per share. This warrant expires (i) upon the closing of a consolidation, merger or dissolution involving us or sale of our assets, or (ii) if unexercised on the date of the closing of this offering, the warrant will terminate one day after the closing of this offering.

        In August 2013, we entered into a Subordinated Loan and Security Agreement, or Subordinated Loan, with Silicon Valley Bank, or SVB. As part of this arrangement, we issued two warrants to SVB and WestRiver Mezzanine Loans, LLC, or WestRiver, to purchase up to an aggregate of 335,000 shares of our Series D preferred stock at an exercise price of $2.9891 per share. Upon the completion of this offering, these warrants will become exercisable for an aggregate of up to 335,000 shares of common stock. These warrants expire on August 21, 2023. If the warrants have not been exercised prior to August 21, 2023, the warrants will be deemed to automatically be exercised on a net exercise basis.

        In July 2014, we amended the terms of our Subordinated Loan. As part of this arrangement, we issued additional warrants to SVB and WestRiver to purchase up to an aggregate of 425,500 shares of our common stock at an exercise price of $1.51 per share. As of March 31, 2018, these warrants are exercisable for up to an aggregate of 212,500 shares of our common stock until their expiration on July 30, 2024. Pursuant to the terms of these warrants and the Subordinated Loan, no additional shares of our common stock will become exercisable. If these warrants have not been exercised prior to July 30, 2024, these warrants will be deemed to automatically be exercised on a net exercise basis.

Registration Rights

        Upon the completion of this offering, the holders of an aggregate of 97,657,213 shares of our common stock issued or issuable upon conversion of preferred stock are entitled to the following rights with respect to the registration of such shares for public resale under the Securities Act pursuant to an investor rights agreement by and among us and certain of our stockholders. We refer to these shares collectively as registrable securities.

        The registration of shares of common stock as a result of the following rights being exercised would enable the holders to trade these shares without restriction under the Securities Act when the applicable registration statement is declared effective. Ordinarily, we will be required to pay all expenses, other than underwriting discounts and commissions, related to any registration effected pursuant to the exercise of these registration rights.

Demand Registration Rights

        If, at any time after 180 days following the date of this prospectus, the holders of at least 40% of the registrable securities then outstanding request in writing that we effect a registration, we may be required to register the offer and sale of their shares. At most, we are obligated to effect two registrations for the holders of registrable securities in response to these demand registration rights. Depending on certain conditions, however, we may defer such registration for up to 90 days. If the holders requesting registration intend to distribute their shares by means of an underwriting, the managing underwriter of such offering will have the right to limit the number of shares to be underwritten for reasons related to the marketing of the shares.

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Piggyback Registration Rights

        If at any time after this offering we propose to register the offer and sale of any securities under the Securities Act solely for cash, the holders of registrable securities will be entitled to notice of the registration and to include their shares of registrable securities in the registration. We have the right to terminate or withdraw any registration initiated by us prior to the effectiveness of such registration whether or not the holders of registrable securities have elected to include their shares in the registration.

Form S-3 Registration Rights

        If we become entitled under the Securities Act to register our shares on Form S-3 and the holders of registrable securities then outstanding request in writing that we register their shares for public resale on Form S-3 with an aggregate price to the public of at least $10 million, subject to certain limitations, we will be required to effect the requested registration. However, if our board of directors determines, in good faith, that such registration would be materially detrimental to us and our stockholders at such time, we may defer the registration for up to 90 days. We are only obligated to effect one registration on Form S-3 within any 3-month period, and in no event within 180 days of the effectiveness of a registration statement to which the holders of registrable securities were entitled to piggyback registration rights.

Termination of Registration Rights

        The registration rights granted under the investor rights agreement will terminate with respect to a particular holder, upon the earlier of the fifth anniversary of the completion of this offering or such time as such holder and its affiliates may sell all of their shares of common stock pursuant to Rule 144 under the Securities Act within a 90-day period.

Voting Rights

        Under the provisions of our certificate of incorporation to become effective upon the closing of this offering, holders of our common stock are entitled to one vote for each share of common stock held by such holder on any matter submitted to a vote at a meeting of stockholders. Our post-offering certificate of incorporation does not provide cumulative voting rights to holders of our common stock.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

        Certain provisions of Delaware law and our restated certificate of incorporation and bylaws that will become effective upon the closing of this offering contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, may discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed in part to encourage anyone seeking to acquire control of us to first negotiate with our board of directors. We believe that the advantages gained by protecting our ability to negotiate with any unsolicited and potentially unfriendly acquirer outweigh the disadvantages of discouraging such proposals, including those priced above the then-current market value of our common stock, because, among other reasons, the negotiation of such proposals could improve their terms.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaw Provisions

        Our amended and restated certificate of incorporation and our amended and restated bylaws to become effective upon the closing of this offering will include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our board of directors or management team. Among other things, these provisions:

•

authorize our board of directors to issue, without further action by the stockholders, up to            shares of undesignated preferred stock;

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•

specify that special meetings of our stockholders can be called only by our board of directors;

•

establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;

•

provide that directors may be removed only for cause;

•

provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;

•

establish that our board of directors is divided into three classes—Class I, Class II, and Class III—with each class serving staggered terms; and

•

require super-majority voting to amend certain of the above-mentioned provisions.

Delaware Anti-Takeover Statute

        We are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

•

prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not for determining the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers, and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66²/3% of the outstanding voting stock which is not owned by the interested stockholder.

        Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation's outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage business combinations or other attempts that might result in a premium over the market price for the shares of common stock held by our stockholders.

        The provisions of Delaware law and our restated certificate of incorporation and bylaws to become effective upon the closing of this offering could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could

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make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Choice of Forum

        Our amended and restated bylaws to become effective upon the closing of this offering provide that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of or based on a breach of a fiduciary duty owed by any of our current or former directors, officers and employees to us or our stockholders, (iii) any action asserting a claim against us or any of our current or former directors, officers, employees or stockholders arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (iv) any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Our amended and restated bylaws further provide that, unless we consent in writing to an alternative forum, the United States District Court for the District of Massachusetts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Transfer Agent and Registrar

        Upon the closing of this offering, the transfer agent and registrar for our common stock will be American Stock Transfer & Trust Company, LLC. The transfer's agent address is 6201 15^th Avenue, Brooklyn, NY 11219.

Stock Exchange Listing

        We have applied to list our common stock on The Nasdaq Global Select Market under the symbol "CBLK."

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SHARES ELIGIBLE FOR FUTURE SALE

        Prior to this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

        Following the closing of this offering, based on the number of shares of our capital stock outstanding as of March 31, 2018, we will have a total of        shares of our common stock outstanding. Of these outstanding shares, all of the        shares of common stock sold in this offering will be freely tradable, except that any shares purchased in this offering by our affiliates, as that term is defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with the Rule 144 limitations described below.

        The remaining outstanding shares of our common stock will be deemed "restricted securities" as defined in Rule 144. Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below. In addition, all of our executive officers, directors and holders of substantially all of our common stock and securities convertible into or exercisable for our common stock have entered into market standoff agreements with us or lock-up agreements with the underwriters under which they have agreed, subject to specific exceptions, not to sell any of our stock for at least 180 days following the date of this prospectus. As a result of these agreements, subject to the provisions of Rule 144 or Rule 701, the shares outstanding following this offering will be available for sale in the public market as follows:

•

beginning on the date of this prospectus, the        shares of common stock sold in this offering will be immediately available for sale in the public market;

•

beginning 181 days after the date of this prospectus,        additional shares of common stock will become eligible for sale in the public market, of which        shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below; and

•

the remainder of the shares of common stock will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below.

Lock-Up Agreements

        We, our executive officers, directors and holders of substantially all of our common stock and securities convertible into or exercisable for our common stock have agreed that, subject to certain exceptions, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, dispose of or hedge any shares or any securities convertible into or exercisable for shares of our capital stock. Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC may, in their discretion, and with our consent, release any of the securities subject to these lock-up agreements at any time. Any determination to release shares subject to the lock-up agreements would be based on a number of factors at the time of determination, including but not necessarily limited to the market price of the common stock, the liquidity of the trading market for the common stock, general market conditions, the number of shares proposed to be sold, contractual obligations to release certain shares subject to the lock-up agreements in the event any such shares are released, subject to certain specific limitations and thresholds, and the timing, purpose and terms of the proposed sale.

        These agreements are described in the section titled "Underwriters."

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Rule 144

        In general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.

        In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period, a number of shares that does not exceed the greater of:

•

1% of the number of shares of our common stock then outstanding, which will equal approximately          shares immediately after this offering; or

•

the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

        Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

        Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701.

Registration Rights

        Upon the completion of this offering, the holders of an aggregate of 97,657,213 shares of our common stock will be entitled to various rights with respect to the registration of the offer and sale of these shares under the Securities Act. Registration of the offer and sale of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the applicable registration statement, except for shares purchased by affiliates. See the section of this prospectus captioned "Description of Capital Stock—Registration Rights" for additional information.

Registration Statement on Form S-8

        As of March 31, 2018, RSUs representing the right to receive an aggregate of 789,000 shares of our common stock and options to purchase a total of 36,023,548 shares of common stock pursuant to our 2012 Plan, 2003 Plan, Carbon Black Plan, Confer Plan and 2010 Series A Plan were outstanding, of which options to purchase 21,026,412 shares were exercisable. We intend to file a registration statement on Form S-8 under the Securities Act as promptly as possible after the closing of this offering to register shares that may be issued pursuant to our 2012 Plan, 2003 Plan, Carbon Black Plan, Confer Plan, Series A Plan and our 2018 Plan. The registration statement on Form S-8 will become effective immediately upon filing, and shares covered by the registration statement will then become eligible for sale in the public market, subject to the Rule 144 limitations applicable to affiliates, vesting restrictions and any applicable lock-up agreements and market standoff agreements. See "Executive Compensation—Employee Benefits Plans" for a description of our equity incentive plans.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK

        The following discussion is a summary of material U.S. federal income tax considerations applicable to non-U.S. holders (as defined below) with respect to their ownership and disposition of shares of our common stock issued pursuant to this offering. For purposes of this discussion, a non-U.S. holder means a beneficial owner of our common stock that is for U.S. federal income tax purposes:

•

a non-resident alien individual;

•

a foreign corporation or any other organization taxable as a corporation for U.S. federal income tax purposes or;

•

a foreign estate or trust, the income of which is not subject to U.S. federal income tax on a net-income basis.

        This discussion does not address the tax treatment of partnerships or other entities that are pass-through entities for U.S. federal income tax purposes or persons that hold their common stock through partnerships or other pass-through entities. A partner in a partnership or other pass-through entity that will hold our common stock should consult his, her or its own tax advisor regarding the tax consequences of acquiring, holding and disposing of our common stock through a partnership or other pass-through entity, as applicable.

        This discussion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code, existing and proposed U.S. Treasury Regulations promulgated thereunder, current administrative rulings and judicial decisions, all as in effect as of the date of this prospectus and all of which are subject to change or to differing interpretation, possibly with retroactive effect. Any such change or differing interpretation could alter the tax consequences to non-U.S. holders described in this prospectus. As discussed above under "Risk Factors," the U.S. government recently enacted the Tax Reform Act. The overall impact of the Tax Reform Act on shareholders is uncertain, and this summary does not address the manner in which it may affect purchasers of our common stock. Non-U.S. holders should consult with their advisors regarding the impact of the Tax Reform Act on the tax consequences of acquiring, owning and disposing of our common stock in their particular circumstances. There can be no assurance that the Internal Revenue Service, which we refer to as the IRS, will not challenge one or more of the tax consequences described herein. We assume in this discussion that a non-U.S. holder holds shares of our common stock as a capital asset, generally property held for investment.

        This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular non-U.S. holder in light of that non-U.S. holder's individual circumstances nor does it address any aspects of U.S. state, local or non-U.S. taxes, the alternative minimum tax, estate tax, or the Medicare tax on net investment income. This discussion also does not consider any specific facts or circumstances that may apply to a non-U.S. holder and does not address the special tax rules applicable to particular non-U.S. holders, such as:

•

banks, insurance companies, and other financial institutions;

•

tax-exempt organizations and governmental organizations;

•

tax-qualified retirement plans;

•

brokers, dealers or traders in securities;

•

regulated investment companies;

•

pension plans;

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•

"controlled foreign corporations," "passive foreign investment companies," and corporations that accumulate earnings to avoid U.S. federal income tax;

•

"qualified foreign pension funds, "or entities wholly owned by a "qualified foreign pension fund";

•

partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and partners and investors therein);

•

persons that have a functional currency other than the U.S. dollar;

•

owners deemed to sell our common stock under the constructive sale provisions of the Code;

•

owners that hold our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment; and

•

certain U.S. expatriates.

        This discussion is for general information only and is not tax advice. Accordingly, all prospective non-U.S. holders of our common stock should consult their own tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership and disposition of our common stock.

Distributions on Our Common Stock

        Distributions, if any, on our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S. holder's investment, up to such holder's tax basis in the common stock. Any remaining excess will be treated as capital gain, subject to the tax treatment described below in "Gain on Sale or Other Taxable Disposition of Our Common Stock." Any such distributions will also be subject to the discussion below under the section titled "Withholding and Information Reporting Requirements—FATCA."

        Subject to the discussion in the following two paragraphs in this section, dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder's country of residence.

        Dividends that are treated as effectively connected with a trade or business conducted by a non-U.S. holder within the United States and, if an applicable income tax treaty so provides, that are attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder within the United States, are generally exempt from the 30% withholding tax if the non-U.S. holder satisfies applicable certification and disclosure requirements. However, such U.S. effectively connected income, net of specified deductions and credits, is taxed at the same graduated U.S. federal income tax rates applicable to United States persons (as defined in the Code). Any U.S. effectively connected income received by a non-U.S. holder that is a corporation may also, under certain circumstances, be subject to an additional "branch profits tax" at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder's country of residence.

        A non-U.S. holder of our common stock who claims the benefit of an applicable income tax treaty between the United States and such holder's country of residence generally will be required to provide a properly executed IRS Form W-8BEN or W-8BEN-E (or successor form) to the applicable withholding agent and satisfy applicable certification and other requirements. Non-U.S. holders are urged to consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty.

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        A non-U.S. holder that is eligible for a reduced rate of U.S. withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing a U.S. tax return with the IRS.

Gain on Sale or Other Taxable Disposition of Our Common Stock

        Subject to the discussions below under "Backup Withholding and Information Reporting" and "Withholding and Information Reporting Requirements—FATCA," a non-U.S. holder generally will not be subject to any U.S. federal income tax on any gain realized upon such holder's sale or other taxable disposition of shares of our common stock unless:

•

the gain is effectively connected with the non-U.S. holder's conduct of a U.S. trade or business and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed-base maintained by such non-U.S. holder in the United States, in which case the non-U.S. holder generally will be taxed on a net income basis at the graduated U.S. federal income tax rates applicable to United States persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above in "Distributions on Our Common Stock" also may apply;

•

the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder's country of residence) on the net gain derived from the disposition, which may be offset by certain U.S. source capital losses of the non-U.S. holder, if any (even though the individual is not considered a resident of the United States, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses); or

•

we are, or have been, at any time during the five-year period preceding such sale or other taxable disposition (or the non-U.S. holder's holding period, if shorter) a "U.S. real property holding corporation," unless our common stock is regularly traded on an established securities market and the non-U.S. holder holds no more than 5% of our outstanding common stock, directly or indirectly, actually or constructively, during the shorter of the 5-year period ending on the date of the disposition or the period that the non-U.S. holder held our common stock.

        If we are determined to be a U.S. real property holding corporation and the foregoing exception does not apply, then a purchaser generally may withhold 15% of the proceeds payable to a non-U.S. holder from a sale of our common stock and the non-U.S. holder generally will be taxed on its net gain derived from the disposition at the graduated U.S. federal income tax rates applicable to United States persons (as defined in the Code). Generally, a corporation is a U.S. real property holding corporation only if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance, we do not believe that we are, or have been, a U.S. real property holding corporation, or that we are likely to become one in the future. No assurance can be provided that our common stock will be regularly traded on an established securities market for purposes of the rules described above.

Backup Withholding and Information Reporting

        We must report annually to the IRS and to each non-U.S. holder the gross amount of the distributions on our common stock paid to such holder and the tax withheld, if any, with respect to such distributions. Non-U.S. holders may have to comply with specific certification procedures to establish that the holder is not a United States person (as defined in the Code) to avoid backup withholding at the applicable rate with respect to dividends on our common stock. Dividends paid to non-U.S. holders subject to withholding

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of U.S. federal income tax, as described above in "Distributions on Our Common Stock," generally will be exempt from U.S. backup withholding.

        Information reporting and backup withholding will generally apply to the proceeds of a disposition of our common stock by a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

        Copies of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides or is incorporated under the provisions of a specific treaty or agreement. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be refunded or credited against the non-U.S. holder's U.S. federal income tax liability, if any, provided that an appropriate claim is filed with the IRS in a timely manner.

Withholding and Information Reporting Requirements—FATCA

        The Foreign Account Tax Compliance Act, or FATCA, generally imposes a U.S. federal withholding tax at a rate of 30% on payments of dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a foreign entity unless (i) if the foreign entity is a "foreign financial institution," such foreign entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) if the foreign entity is not a "foreign financial institution," such foreign entity identifies certain of its U.S. investors, if any, or (iii) the foreign entity is otherwise exempt under FATCA. Under applicable U.S. Treasury regulations, withholding under FATCA currently applies to payments of dividends on our common stock, but will only apply to payments of gross proceeds from a sale or other disposition of our common stock made after December 31, 2018. Under certain circumstances, a non-U.S. holder may be eligible for refunds or credits of this withholding tax. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this paragraph. Non-U.S. holders should consult their own tax advisors regarding the possible implications of this legislation on their investment in our common stock and the entities through which they hold our common stock, including, without limitation, the process and deadlines for meeting the applicable requirements to prevent the imposition of the 30% withholding tax under FATCA.

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UNDERWRITERS

        Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the number of shares indicated below:

Name	Number of Shares
Morgan Stanley & Co. LLC
J.P. Morgan Securities LLC
KeyBanc Capital Markets Inc.
William Blair & Company, L.L.C.
Raymond James & Associates, Inc.
Cowen and Company, LLC
Total

        The underwriters and the representatives are collectively referred to as the "underwriters" and the "representatives," respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters' over-allotment option described below.

        The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives.

        We have granted to the underwriters an over-allotment option, exercisable for 30 days from the date of this prospectus, to purchase up to          additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this over-allotment option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the over-allotment option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter's name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

        The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters' over-allotment option to purchase up to an additional            shares of common stock.

		Total
	Per Share	No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by us	$	$	$
Proceeds, before expenses, to us	$	$	$

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        The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $             million. We have agreed to reimburse the underwriters for expense relating to clearance of this offering with the Financial Industry Regulatory Authority up to $        . The underwriters have agreed to reimburse us for certain expenses in connection with this offering.

        The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

        We have applied to list our common stock on The Nasdaq Global Select Market under the trading symbol "CBLK."

        We and all directors and officers and the holders of substantially all of our outstanding stock and stock options have agreed that, without the prior written consent of the representatives on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus, or the restricted period:

•

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, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;

•

file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock;

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of the representatives on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

        The restrictions described in the immediately preceding paragraph, other than those related to registration of shares, do not apply to our directors, officers and other holders of substantially all of our outstanding stock and stock options with respect to:

•

shares of our common stock sold pursuant to the underwriting agreement or transactions relating to shares of our common stock or other securities acquired either in this offering or in open market transactions after the completion of this offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the restricted period in connection with subsequent sales of our common stock or other securities acquired in such open market transactions;

•

transfers of shares of our common stock or any security convertible into our common stock as a bona fide gift;

•

any transfer to or from certain trusts or to a stockholder's immediate family;

•

(i) transfers to a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) or (ii) distributions of shares of our common stock or any security convertible into or exercisable for our common stock to limited partners, limited liability company members or stockholders;

•

the receipt of our common stock upon the exercise or vesting event of RSUs or options to purchase our securities on a "cashless" or "net exercise" basis only in an amount necessary to cover the

167

applicable exercise price or tax withholding obligations in connection with such vesting or exercise, but for the avoidance of doubt, excluding all methods of exercise that would involve a sale of any shares of our common stock relating to options other than to us, provided that no public report or filing under Section 16(a) of the Exchange Act, or any other public filing or disclosure of such receipt or transfer, shall be required or shall be voluntarily made during the restricted period, except that a filing under Section 16(a) of the Exchange Act may be made if (A) such filing relates to options that will expire prior to the expiration of the restricted period and (B) the footnotes thereto clearly indicate (1) that no shares were sold by the reporting person and that the shares received upon exercise of the stock option are subject to a lock-up agreement with the underwriters of this offering and (2) the disposition of any shares was made solely to us;

•

the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of our common stock, provided that (i) such plan does not provide for the transfer of our common stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of our common stock may be made under such plan during the restricted period;

•

the transfer by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, provided that (i) any required filings under Section 16(a) of the Exchange Act shall state that the transfer is by operation of law, court order, or in connection with a divorce settlement, as the case may be, and (ii) no public filings are voluntarily made;

•

the conversion of the outstanding shares of our preferred stock into shares of our common stock, provided that such shares of our common stock remain subject to the terms of the lock-up agreement; and

•

the transfer of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that occurs after the consummation of this offering is approved by our board of directors, involving a change of control of our company, provided, that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the common stock shall remain subject to the restrictions contained in the lock-up agreement.

        The representatives, in their sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time; provided, however, that if the release is granted for one of our officers or directors, the representatives, on behalf of the underwriters, agree that at least three business days before the effective date of the release or waiver, the representatives, on behalf of the underwriters, will notify us of the impending release or waiver, and we are obligated to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver.

        In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could

168

adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

        We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

        A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

        In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Pricing of the Offering

        Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

Selling Restrictions

European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each a Relevant Member State, an offer to the public of any shares of our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a)

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

169

(b)

to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or



(c)

in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

        For the purposes of this provision, the expression an "offer to the public" in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our common stock to be offered so as to enable an investor to decide to purchase any shares of our common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

United Kingdom

        Each underwriter has represented and agreed that:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ("FSMA") received by it in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and



(b)

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.

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LEGAL MATTERS

        The validity of the shares of common stock offered by this prospectus will be passed upon for us by Goodwin Procter LLP, Boston, Massachusetts. Latham & Watkins LLP, Waltham, Massachusetts is acting as counsel for the underwriters in this offering.

EXPERTS

        The consolidated financial statements of Carbon Black, Inc. as of December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The consolidated financial statements of Confer Technologies, Inc. as of December 31, 2015 and 2014 and for each of the years in the two-year period ended December 31, 2015 included in this prospectus have been audited by RSM US LLP, independent auditors, as stated in their report thereon, and included in this prospectus and registration statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

        We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified by the filed exhibit. You may obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

        As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC's public reference facilities and the website of the SEC referred to above. We also maintain a website at www.carbonblack.com. Upon the closing of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Carbon Black, Inc.
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations and Comprehensive Loss		F-4
Consolidated Statements of Redeemable Convertible and Convertible Preferred Stock and Stockholders' Deficit		F-5
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8
Confer Technologies, Inc.
Independent Auditor's Report		F-65
Consolidated Balance Sheets		F-66
Consolidated Statements of Operations		F-67
Consolidated Statements of Changes in Stockholders' Equity		F-68
Consolidated Statements of Cash Flows		F-69
Notes to Consolidated Financial Statements		F-70

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Carbon Black, Inc.

Opinion on the Financial Statements

        We have audited the accompanying consolidated balance sheets of Carbon Black, Inc. and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive loss, of redeemable convertible and convertible preferred stock and stockholders' deficit and of cash flows for each of the three years in the period ended December 31, 2017, including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

        These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

        We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

        Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
March 16, 2018

We have served as the Company's auditor since 2014.

F-2

CARBON BLACK, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	December 31,
							Pro Forma December 31, 2017
	2016			2017
							(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	51,503		$	36,073		$	36,073
Accounts receivable, net of allowances of $454 and $124 as of December 31, 2016 and 2017, respectively		43,601			60,850			60,850
Prepaid expenses and other current assets		4,676			6,040			6,040
Deferred commissions		9,523			15,195			15,195
Total current assets		109,303			118,158			118,158
Deferred commissions, net of current portion		5,071			3,811			3,811
Property and equipment, net		11,801			12,459			12,459
Intangible assets, net		5,655			4,092			4,092
Goodwill		119,656			119,656			119,656
Other long-term assets		2,613			2,436			2,436
Total assets	$	254,099		$	260,612		$	260,612
Liabilities, Redeemable Convertible and Convertible Preferred Stock and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable	$	2,804		$	2,481		$	2,481
Accrued expenses		14,643			18,846			18,846
Deferred revenue		99,423			132,278			132,278
Current portion of long-term debt		5,500			—			—
Deferred rent		833			944			944
Total current liabilities		123,203			154,549			154,549
Deferred revenue, net of current portion		13,976			31,902			31,902
Warrant liability		2,181			2,766			—
Deferred rent, net of current portion		3,619			3,114			3,114
Deferred tax liability		64			33			33
Other long-term liabilities		80			42			42
Total liabilities		143,123			192,406			189,640
Commitments and contingencies (Note 14)
Redeemable convertible preferred stock (Series B, C, D, E, E-1 and F), $0.001 par value; 94,101,207 shares authorized as of December 31, 2016 and 2017; 88,450,282 and 88,741,194 shares issued and outstanding as of December 31, 2016 and 2017, respectively; aggregate liquidation preference of $272,506 as of December 31, 2017; no shares issued or outstanding, pro forma as of December 31, 2017 (unaudited)		303,576			333,204			—
Series A convertible preferred stock, $0.001 par value; 8,800,000 shares authorized as of December 31, 2016 and 2017; 3,281,922 and 3,851,806 shares issued and outstanding as of December 31, 2016 and 2017, respectively; no shares issued or outstanding, pro forma as of December 31, 2017 (unaudited)		1,062			1,510			—
Stockholders' equity (deficit):
Common stock, $0.001 par value; 152,000,000 and 156,650,000 shares authorized as of December 31, 2016 and 2017, respectively; 20,032,947 and 22,386,906 shares issued and 19,960,771 and 22,279,553 shares outstanding as of December 31, 2016 and 2017, respectively; 115,023,778 shares issued and 114,916,425 shares outstanding, pro forma as of December 31, 2017 (unaudited)		20			22			115
Treasury stock, at cost, 72,176 and 107,353 shares as of December 31, 2016 and 2017, respectively		(6	)		(6	)		(6	)
Additional paid-in capital		30,439			13,418			350,805
Accumulated deficit		(224,115	)		(279,942	)		(279,942	)
Total stockholders' equity (deficit)		(193,662	)		(266,508	)		70,972
Total liabilities, redeemable convertible and convertible preferred stock and stockholders' equity (deficit)	$	254,099		$	260,612		$	260,612

The accompanying notes are an integral part of these consolidated financial statements.

F-3

CARBON BLACK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share amounts)

	Year Ended December 31,
	2015			2016			2017
Revenue:
Subscription, license and support	$	63,747		$	104,786		$	149,262
Services		6,847			11,453			12,752
Total revenue		70,594			116,239			162,014
Cost of revenue:
Subscription, license and support		4,492			11,296			24,217
Services		8,821			9,743			11,421
Total cost of revenue		13,313			21,039			35,638
Gross profit		57,281			95,200			126,376
Operating expenses:
Sales and marketing		55,432			80,997			107,190
Research and development		24,042			36,493			52,047
General and administrative		14,389			23,289			22,337
Total operating expenses		93,863			140,779			181,574
Loss from operations		(36,582	)		(45,579	)		(55,198	)
Interest income		4			162			173
Interest expense		(821	)		(680	)		(141	)
Loss on extinguishment of debt		—			(161	)		—
Change in fair value of warrant liability		(890	)		11			(810	)
Other income (expense), net		(363	)		(498	)		227
Loss before income taxes		(38,652	)		(46,745	)		(55,749	)
Benefit from (provision for) income taxes		—			2,191			(78	)
Net loss and comprehensive loss		(38,652	)		(44,554	)		(55,827	)
Accretion of preferred stock to redemption value		(24,979	)		(3,569	)		(28,056	)
Net loss attributable to common stockholders	$	(63,631	)	$	(48,123	)	$	(83,883	)
Net loss per share attributable to common stockholders—basic and diluted	$	(6.06	)	$	(2.92	)	$	(4.04	)
Weighted-average common shares outstanding—basic and diluted		10,497,674			16,460,676			20,765,402
Pro forma net loss per share attributable to common stockholders—basic and diluted (unaudited)							$	(0.49	)
Pro forma weighted-average common shares outstanding—basic and diluted (unaudited)								113,070,794

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CARBON BLACK, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE AND CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS' DEFICIT

(In thousands, except share amounts)

	Redeemable Convertible Preferred Stock				Convertible Preferred Stock
									Common Stock				Treasury Stock
																		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Deficit
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balances at December 31, 2014		62,520,117	$	124,240		1,719,542	$	262		10,452,327	$	11		72,176	$	(6	)	$	15,986		$	(138,118	)	$	(122,127	)
Issuance of Series F redeemable convertible preferred stock, net of issuance costs of $664		9,196,288		53,870		—		—		—		—		—		—			—			—			—
Issuance of Series E redeemable convertible preferred stock, net of issuance costs of $0		286,560		1,333		—		—		—		—		—		—			559			—			559
Issuance of Series E redeemable convertible preferred stock in connection with acquisition of VisiTrend		182,370		848		—		—		—		—		—		—			—			—			—
Fair value of contingent consideration payable in preferred stock in connection with acquisition of VisiTrend		—		—		—		—		—		—		—		—			507			—			507
Exercise of Series A stock options		—		—		785,593		390		—		—		—		—			—			—			—
Exercise of common stock options		—		—		—		—		149,251		—		—		—			228			—			228
Stock-based compensation expense		—		—		—		—		—		—		—		—			4,908			—			4,908
Accretion of redeemable convertible preferred stock to redemption value		—		24,979		—		—		—		—		—		—			(22,188	)		(2,791	)		(24,979	)
Net loss		—		—		—		—		—		—		—		—			—			(38,652	)		(38,652	)
Balances at December 31, 2015		72,185,335		205,270		2,505,135		652		10,601,578		11		72,176		(6	)		—			(179,561	)		(179,556	)
Issuance of Series F redeemable convertible preferred stock, net of issuance costs of $365		2,318,717		13,385		—		—		—		—		—		—			—			—			—
Issuance of Series F redeemable convertible preferred stock, common stock and stock options in connection with acquisition of Confer		13,026,145		76,724		—		—		5,305,920		5		—		—			17,452			—			17,457
Fair value of Customer Option and Customer Warrant issued in connection with acquisition of Confer		—		—		—		—		—		—		—		—			5,760			—			5,760
Issuance of Series E redeemable convertible preferred stock in connection with acquisition of VisiTrend		220,365		507		—		—		—		—		—		—			(507	)		—			(507	)
Issuance of Series F redeemable convertible preferred stock upon exercise of the Customer Option in connection with the acquisition of Confer		699,720		4,121		—		—		—		—		—		—			(4,121	)		—			(4,121	)
Issuance of common stock as partial settlement of management incentive plan liability		—		—		—		—		1,921,801		2		—		—			6,013			—			6,015
Exercise of Series A stock options		—		—		776,787		410		—		—		—		—			—			—			—
Exercise of common stock options		—		—				—		2,131,472		2		—		—			2,055			—			2,057
Stock-based compensation expense		—		—		—		—		—		—		—		—			7,356			—			7,356
Accretion of redeemable convertible preferred stock to redemption value		—		3,569		—		—		—		—		—		—			(3,569	)		—			(3,569	)
Net loss		—		—		—		—		—		—		—		—			—			(44,554	)		(44,554	)
Balances at December 31, 2016		88,450,282	$	303,576		3,281,922	$	1,062		19,960,771	$	20		72,176	$	(6	)	$	30,439		$	(224,115	)	$	(193,662	)

F-5

CARBON BLACK, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE AND CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS' DEFICIT (Continued)

(In thousands, except share amounts)

	Redeemable Convertible Preferred Stock				Convertible Preferred Stock
									Common Stock					Treasury Stock
																			Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Deficit
	Shares		Amount		Shares		Amount		Shares			Amount		Shares		Amount
Issuance of Series F redeemable convertible preferred stock and common stock upon termination of the Customer Warrant in connection with acquisition of Confer		228,715	$	1,347		—	$	—		93,161		$	—		—	$	—		$	(1,347	)	$	—		$	(1,347	)
Issuance of Series B redeemable convertible preferred stock upon exercise of Series B Warrant		62,197		225		—		—		—			—		—		—			—			—			—
Repurchase of common stock		—		—		—		—		(35,177	)		—		35,177		—			—			—			—
Exercise of Series A stock options		—		—		569,884		448		—			—		—		—			—			—			—
Exercise of common stock options		—		—		—		—		2,260,798			2		—		—			3,426			—			3,428
Stock-based compensation expense		—		—		—		—		—			—		—		—			8,956			—			8,956
Accretion of redeemable convertible preferred stock to redemption value		—		28,056		—		—		—			—		—		—			(28,056	)		—			(28,056	)
Net loss		—		—		—		—		—			—		—		—			—			(55,827	)		(55,827	)
Balances at December 31, 2017		88,741,194	$	333,204		3,851,806	$	1,510		22,279,553		$	22		107,353	$	(6	)	$	13,418		$	(279,942	)	$	(266,508	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

CARBON BLACK, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2015			2016			2017
Cash flows from operating activities:
Net loss	$	(38,652	)	$	(44,554	)	$	(55,827	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		3,323			7,932			7,089
Stock-based compensation expense		4,908			7,356			8,956
Provisions for doubtful accounts		126			417			(347	)
Non-cash interest expense		221			165			22
Loss on extinguishment of debt		—			161			—
Change in fair value of warrant liability		890			(11	)		810
Deferred income taxes		—			(2,366	)		(31	)
Changes in operating assets and liabilities, excluding the impact of acquisition of businesses:
Accounts receivable		(7,585	)		(13,737	)		(16,901	)
Prepaid expenses and other assets		(1,228	)		(2,645	)		(867	)
Deferred commissions		(2,301	)		(4,163	)		(4,412	)
Accounts payable		101			991			(696	)
Accrued expenses		3,422			3,537			4,202
Deferred revenue		28,246			27,787			50,781
Deferred rent		4,092			360			(394	)
Management incentive plan liability		—			(13,985	)		—
Other long-term liabilities		340			(333	)		(63	)
Net cash used in operating activities		(4,097	)		(33,088	)		(7,678	)
Cash flows from investing activities:
Net cash received in (paid for) business acquisitions		(2,004	)		8,884			—
Cash paid to former stockholders of Confer		—			(2,000	)		—
Purchases of property and equipment		(8,912	)		(5,776	)		(5,145	)
Capitalization of internal-use software costs		(646	)		(411	)		(922	)
Changes in restricted cash		(1,304	)		1,503			—
Net cash provided by (used in) investing activities		(12,866	)		2,200			(6,067	)
Cash flows from financing activities:
Proceeds from issuance of Series E preferred stock, net of issuance costs		1,892			—			—
Proceeds from issuance of Series F preferred stock, net of issuance costs		53,870			13,385			—
Proceeds from issuance of Series F preferred stock upon exercise of the Customer Option in connection with acquisition of Confer		—			2,000			—
Proceeds from borrowings under mezzanine term loan		3,000			—			—
Proceeds from borrowings under line of credit		—			5,500			—
Proceeds from exercise of stock options		618			2,467			3,902
Repayment of capital lease obligations		(65	)		—			—
Repayments of line of credit		(65	)		(94	)		(5,500	)
Repayments of short- and long-term debt		—			(6,000	)		—
Payments of deferred financing costs		(15	)		—			(84	)
Payments of initial public offering costs		(44	)		(1,863	)		(3	)
Net cash provided by (used in) financing activities		59,191			15,395			(1,685	)
Net increase (decrease) in cash and cash equivalents		42,228			(15,493	)		(15,430	)
Cash and cash equivalents at beginning of period		24,768			66,996			51,503
Cash and cash equivalents at end of period	$	66,996		$	51,503		$	36,073
Supplemental disclosures of cash flow information:
Cash paid for interest	$	600		$	543		$	127
Supplemental disclosure of non-cash investing and financing activities:
Accretion of preferred stock to redemption value	$	24,979		$	3,569		$	28,056
Additions to property and equipment included in accounts payable at period end	$	772		$	173		$	290
Deferred offering costs included in accounts payable at period end	$	—		$	1		$	257
Series E preferred stock issued in connection with acquisition of VisiTrend	$	848		$	507		$	—
Series F preferred stock, common stock, common stock options, Customer Option and Customer Warrant issued in connection with acquisition of Confer	$	—		$	99,941		$	—
Issuance of common stock as partial settlement of management incentive plan liability	$	—		$	6,015			—
Series B preferred stock issued upon exercise of Series B Warrant	$	—		$	—		$	225
Series F preferred stock and common stock issued upon termination of Customer Warrant in connection with acquisition of Confer	$	—		$	—		$	1,347

The accompanying notes are an integral part of these consolidated financial statements.

F-7

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

1. Nature of Business and Basis of Presentation

        Carbon Black, Inc. (the "Company") is a leading provider of next-generation endpoint security solutions. The Company's solutions enable customers to predict, prevent, detect, respond to and remediate cyber attacks before they cause a damaging incident or data breach.

        The Company was incorporated under the laws of the State of Delaware in December 2002 as Bit 9, Inc. and in April 2005 changed its name to Bit9, Inc. In January 2016, the Company amended its certificate of incorporation to change its name to Carbon Black, Inc.

        The Company is headquartered in Waltham, Massachusetts. The Company has wholly owned subsidiaries in the United Kingdom, Singapore and Australia, each of which commenced operations in 2015, and Canada, Malaysia and Japan, each of which commenced operations in 2016.

        The Company is subject to a number of risks similar to other companies of a similar size in the high technology industry, including, but not limited to, uncertainty of progress in developing technologies, new technological innovations, dependence on key personnel, protection of proprietary technology, uncertainty of market acceptance of products, lack of marketing and sales history, and the need for additional funding.

        The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

2. Summary of Significant Accounting Policies

Use of Estimates

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, allowances for doubtful accounts, stock-based compensation, valuation allowances for deferred tax assets, the valuation of common stock and preferred stock, the valuation of preferred stock and common stock warrant liabilities, and the valuation of assets acquired and liabilities assumed in business combinations, including identifiable intangible assets. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from the Company's estimates.

Unaudited Pro Forma Information

        The Company is seeking to complete an initial public offering ("IPO") of its common stock, which, if successful, would provide additional capital to fund its operations. Upon the closing of a qualified public offering on specified terms, all of the Company's outstanding redeemable convertible and convertible preferred stock will automatically convert into shares of common stock.

        The accompanying unaudited pro forma consolidated balance sheet as of December 31, 2017 has been prepared to give effect to the following events as if the proposed IPO had occurred on December 31, 2017: (i) the automatic conversion of all outstanding shares of redeemable convertible and convertible preferred

F-8

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

stock into 91,699,660 shares of common stock, (ii) the outstanding warrants to purchase preferred stock becoming warrants to purchase shares of common stock and (iii) the assumed exercise of an outstanding warrant to purchase 937,212 shares of common stock, which will become exercisable upon the closing of an IPO at an exercise price of $0.001 per share (see Note 12).

        In the accompanying consolidated statements of operations and comprehensive loss, the unaudited pro forma basic and diluted net loss per share attributable to common stockholders for the year ended December 31, 2017 has been prepared to give effect to the following events as if the proposed IPO had occurred on the later of January 1, 2017 or the issuance date of the redeemable convertible or convertible preferred stock: (i) the automatic conversion of all outstanding shares of redeemable convertible and convertible preferred stock into shares of common stock; (ii) the outstanding warrants to purchase preferred stock becoming warrants to purchase shares of common stock and (iii) the assumed exercise of an outstanding warrant to purchase 937,212 shares of common stock, which will become exercisable upon the closing of an IPO at an exercise price of $0.001 per share.

Segment Information

        The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which discrete financial information is available and is regularly reviewed by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and performance assessment. The Company has determined that its chief operating decision maker is its President and Chief Executive Officer. The Company's chief operating decision maker reviews the Company's financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance.

        The Company does not have significant operations outside of the United States. During the years ended December 31, 2015, 2016 and 2017, revenue from customers located outside of the United States in the aggregate accounted for 11.2%, 11.7% and 13.2%, respectively, of the Company's total revenue, with no country representing greater than 10% of total revenue for those periods. Additionally, substantially all of the Company's long-lived tangible assets (consisting of property and equipment) were held within the United States as of December 31, 2016 and 2017.

Revenue Recognition

        The Company generates revenue through relationships with channel partners and through its direct sales force primarily from three sources: (i) the sale of subscription (i.e., term-based) and perpetual licenses for the Company's Cb Protection and Cb Response software products along with access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud, as well as maintenance services and customer support (collectively "support"), (ii) cloud-based software-as-a-service ("SaaS") subscriptions for access to the Company's Cb Response and Cb Defense software products, and (iii) professional services and training (collectively "services").

        The Company recognizes revenue when all of the following criteria are met:

•

Persuasive evidence of an arrangement exists.  Binding agreements or purchase orders are generally evidence of an arrangement.

F-9

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

•

Delivery has occurred.  Delivery occurs (i) when the customer has been provided an access code that allows them to access and/or download the software product; (ii) when the services are performed; or (iii) when on-line training has been made available to the customer.

•

The sales price is fixed or determinable.  Fees are considered fixed or determinable when the fees are contractually agreed with the customer and when the payment terms of the transaction do not extend beyond the Company's customary payment terms.

•

Collectibility is probable or reasonably assured.  Collectibility is deemed probable or reasonably assured based on review of a number of factors, including creditworthiness and customer payment history.

Subscription, License and Support Revenue

        Substantially all of the Company's software arrangements are multiple-element arrangements that contain a combination of deliverables including software licenses, cloud-based subscriptions, support, professional services and training. All of these elements are considered software elements, other than the cloud-based subscriptions, and, thus, are accounted for in accordance with GAAP for software revenue recognition. Cloud-based subscriptions are considered non-software elements.

        The Company's Cb Protection and Cb Response products are offered through subscription or perpetual software licenses, with a substantial majority of its customers selecting a subscription license. Subscription licenses include access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud as well as ongoing support, which provides customers with telephone and web-based support, bug fixes and repairs and software updates on a when-and-if-available basis. The Cb Predictive Security Cloud automatically distributes real-time threat intelligence, such as detection algorithms, reputation scores and attack classifications, to the Company's customers. Substantially all customers who purchase licenses on a perpetual basis also purchase an agreement for support and an agreement for access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud.

        The timing and pattern of revenue recognition varies by arrangement and is dependent on the combination of elements included in the arrangement. Generally, under the software revenue recognition guidance, arrangement consideration is allocated among the elements of a multiple-element arrangement using the residual method. Under the residual method, when vendor-specific objective evidence ("VSOE") of fair value exists for the undelivered elements in an arrangement, consideration is allocated to the undelivered elements based on VSOE of fair value of those elements, which is deferred, and the residual amount of the total arrangement fee is recognized as revenue upon delivery of the software, assuming all other revenue recognition criteria are met. If VSOE of the fair value of one or more of the undelivered elements does not exist, all revenue from the arrangement is deferred until delivery of all of the elements has occurred or until VSOE of the fair values of each of those undelivered elements can be established, whichever is earlier. The Company does not have VSOE of fair value for its software and support offerings and, therefore, the Company is unable to apply the residual method to substantially all of its arrangements. For these arrangements, the aggregate arrangement fee is deferred on the Company's consolidated balance sheet and subsequently recognized as revenue ratably over the longest service period of any deliverable in the arrangement, which is generally the support term, beginning once all services in the

F-10

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

arrangement have commenced, after delivery of the software. The Company provides customers with access to and the right to utilize the threat intelligence capabilities of the Cb Predictive Security Cloud upon delivery of its licensed software.

        During 2015, the Company began offering its Cb Response product through cloud-based subscriptions. During 2016, the Company began offering its Cb Defense product, a cloud-based next-generation antivirus solution obtained through the acquisition of Confer Technologies, Inc. (see Note 3). Under the Company's Cb Response product cloud-based subscription arrangements, customers do not have the contractual right to take possession of the software at any time. Under the Company's Cb Defense product cloud-based subscription arrangements, customers do not have the contractual right to take possession of the software at any time, nor is it feasible for customers to run the software on their own or with another third-party. With respect to these cloud-based subscription offerings sold on a stand-alone basis, the Company recognizes revenue ratably over the term of the subscription delivery, assuming that the other criteria for revenue recognition are met.

        When a multiple-element arrangement includes both software elements and non-software elements, the total arrangement consideration is first allocated between the software elements and the non-software elements based on the selling price hierarchy, which includes (1) VSOE, if available, (2) third-party evidence ("TPE"), if VSOE is not available, or (3) best estimate of selling price ("BESP"), if neither VSOE nor TPE is available. The Company has not been able to establish a selling price for any element using VSOE or TPE. The Company determines BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company's discounting practices, the size and volume of the Company's transactions, the Company's price lists, the Company's go-to-market strategy, historical standalone sales and contract prices. The determination of BESP is made in consultation with, and is approved by, the Company's management. The Company's multiple-element arrangements can include a single non-software element, in which case the portion of the consideration allocated to the non-software element is recognized ratably over the service period of the non-software element, assuming all other criteria for revenue recognition have been met. The portion of the consideration allocated to software elements is recognized as described above.

Services Revenue

        The Company provides professional services to customers, primarily in the form of deployment, and training services. Services are typically sold together with licenses of the Company's software products and, to a lesser extent, on a stand-alone basis. Services are priced separately and are not essential to the functionality of the software license. The professional services can be performed by a third party and have a history of consistent pricing by the Company. Professional services are sold as time-and-materials contracts based on the number of hours worked and at contractually agreed-upon hourly rates, and also on a fixed-fee basis. Revenue from professional services and training sold on a stand-alone basis is recognized as those services are rendered.

        The Company has established VSOE of fair value for professional services based on an analysis of the stand-alone selling prices of the services. While professional services meet the conditions to qualify as a separate element for revenue recognition, when professional services are included in an arrangement that also includes support, revenue from the entire arrangement is recognized ratably over the longest service

F-11

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

period of any deliverable in the arrangement, beginning once all services in the arrangement have commenced because the Company does not have VSOE of fair value for support.

        The Company's employees may incur out-of-pocket expenses when providing services to customers that are reimbursable from the customer under the terms of the service contract. The Company bills any out-of-pocket expenses incurred in the performance of these services to the customer. The expenses are classified on a gross basis as revenue and costs of revenue in the consolidated statements of operations and comprehensive loss. The Company's determination of a gross presentation is based on an assessment of the relevant facts and circumstances, including the fact that the Company's customers, rather than the Company, benefit from the expenditures and the Company bears the credit risk of the reimbursement until it receives reimbursement from the customer.

Channel Partners

        A substantial majority of the Company's revenue is generated by sales in conjunction with its channel partners, such as security-focused value added resellers ("VARs"), managed security service providers ("MSSPs") and incident response ("IR") firms. When the Company transacts with a channel partner, its contractual arrangement is with the channel partner and not with the end-use customer. Whether the Company transacts business with and receives the order from a channel partner or directly from an end-use customer, its revenue recognition policy and resulting pattern of revenue recognition for the order are the same.

        In its business with VARs, the Company enters into a reseller agreement under which the VAR places orders to the Company for its products and services in connection with the VAR's own sales to identified end-use customers. Under those contractual arrangements, the Company invoices the VAR for the arrangement fee (which reflects a channel partner discount relative to typical end-use customer pricing) and payment to the Company from the VAR is not contingent upon the VAR's collection from the end-use customer. The Company records revenue based on the amount of the discounted arrangement fee. For sales of the Company's software products and support to VARs, the end-use customer also enters into a click-through license agreement with the Company and the Company fulfills the software and provides the support directly to the end-use customer. The key terms of and the accounting for the Company's contractual arrangements with VARs are the same as those of other distributors of the Company's products and services that are not VARs.

        In its business with MSSPs, the Company enters into a contractual arrangement with the MSSP that permits it to deploy the Company's software products to end-use customers as components of the MSSP's broader managed service offerings. Under those contractual arrangements, the Company invoices the MSSP for the arrangement fee (which reflects a channel partner discount relative to typical end-use customer pricing) and payment to the Company from the MSSP is not contingent upon the MSSP's collection from the end-use customer. The Company records revenue based on the amount of the discounted arrangement fee. The Company provides support to the MSSP and not to the identified end-use customer. MSSPs do not purchase professional services or training from the Company, for their own benefit or for the benefit of the end-use customer.

        In its business with IR firms, the Company enters into contractual arrangements that permit IR firms to deploy the Company's solution into an enterprise environment for a limited time period to assist in their

F-12

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

client investigation and incident response service engagements with the goal of referring those clients to the Company following the engagement. The Company receives no fees from IR firms and records no revenue from those contractual arrangements.

Accounts Receivable, Net

        Accounts receivable are presented net of an allowance for doubtful accounts, which is an estimate of amounts that may not be collectible. The Company generally does not require collateral to secure accounts receivable. In determining the amount of the allowance at each reporting date, the Company makes judgments about general economic conditions, historical write-off experience and any specific risks identified in customer collection matters, including the aging of unpaid accounts receivable and changes in customer financial conditions. Account balances are written off after all means of collection are exhausted and the potential for non-recovery is determined to be probable. Adjustments to the allowance for doubtful accounts are recorded as general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Deferred Revenue

        Deferred revenue consists of amounts that have been invoiced but that have not been recognized as revenue. Deferred revenue that is expected to be recognized as revenue during the succeeding twelve months is recorded as current, and the remaining deferred revenue is recorded as non-current in the consolidated balance sheets.

Concentrations of Credit Risk and Significant Customers

        Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company maintains the majority of its cash and cash equivalents with one financial institution, which management believes to be of a high credit quality, in amounts that at times may exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

        As of December 31, 2016, one channel partner accounted for 23.8% of outstanding accounts receivable. As of December 31, 2017, two channel partners accounted for 16.2% and 20.2% of outstanding accounts receivable, respectively. For the years ended December 31, 2015, 2016 and 2017, sales to one channel partner represented 34.9%, 31.3% and 26.9%, respectively, of total revenue.

Fair Value Measurements

        Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

F-13

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

•

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

        The Company's cash equivalents, preferred stock warrant liabilities and common stock warrant liability are carried at their fair values as determined according to the fair value hierarchy described above (see Note 4). The carrying values of accounts receivable, accounts payable and accrued expenses approximate their respective fair values due to the short-term nature of these assets and liabilities. The carrying value of outstanding borrowings under the Company's line of credit arrangement approximates fair value as it bears interest at a rate approximating a market interest rate (see Note 9).

Cash Equivalents

        The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. At December 31, 2016 and 2017, cash equivalents consisted of short-term money market accounts that are stated at fair value.

Restricted Cash

        As of December 31, 2016 and 2017, the Company had no restricted cash balances. During the year ended December 31, 2016, the Company's financial institution no longer required the Company to maintain collateral for two existing letters of credit, including one issued as a security deposit in connection with the Company's lease of its corporate office facilities (see Note 14).

Foreign Currency Translation

        The functional currency of each of the Company's foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities that are denominated in a foreign currency are revalued into U.S. dollars at the exchange rates in effect at each reporting date. Income and expense accounts are revalued into U.S. dollars on the date of the transaction using the exchange rate in effect on the transaction date. Nonmonetary assets, liabilities, and equity transactions are converted at historical exchange rates in effect at the time of the transaction. All resulting foreign currency transaction gains and losses are recorded in the consolidated statements of operations and comprehensive loss as other income or expense. The net foreign currency transaction gains (losses) recorded by the Company for the years ended December 31, 2015, 2016 and 2017 were $(363), $(511) and $227, respectively.

Property and Equipment

        Property and equipment are stated at cost less accumulated depreciation and amortization. Equipment under capital leases is stated at fair value at the inception of the lease less accumulated depreciation. Depreciation and amortization is recognized using the straight-line method over the estimated useful lives of the assets. Computer equipment is depreciated over three or four years.

F-14

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

Computer software, furniture and fixtures and office equipment are depreciated over three years. Equipment held under capital leases is depreciated over the shorter of the remaining lease term or the three-year estimated useful life of the equipment. Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful life of seven years. Repair and maintenance costs are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation or amortization of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations.

Software Development Costs

        The Company capitalizes certain costs related to the development of software for internal use and the development of software for license or sale to customers, including costs incurred for certain upgrades and enhancements that are expected to result in increased functionality.

        Costs incurred to develop software to be licensed or sold to customers are expensed prior to the establishment of technological feasibility of the software and are capitalized thereafter until commercial release of the software. The Company has not historically capitalized software development costs as the establishment of technological feasibility typically occurs shortly before the commercial release of its software products. As such, all software development costs related to software for license or sale to customers are expensed as incurred and included within research and development expense in the consolidated statements of operations and comprehensive loss.

        Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include salaries for employees who devote time directly to developing internal-use software and external direct costs of services consumed in developing the software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Capitalized internal-use software development costs are amortized using the straight-line method over an estimated useful life of three years. Such amortization expense for internal-use software is classified as cost of subscription, license and support revenue in the consolidated statements of operations and comprehensive loss.

Business Combinations

        The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. Transaction costs related to business combinations are expensed as incurred.

        Determining the fair value of assets acquired and liabilities assumed and the allocation of the purchase price requires management to use significant judgment and estimates, especially with respect to intangible assets. Critical estimates in valuing certain identifiable assets include, but are not limited to, the

F-15

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

selection of valuation methodologies, estimates of future revenue and cash flows, expected long-term market growth, future expected operating expenses, costs of capital and appropriate discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, which could last up to one year after the transaction date, all adjustments are recorded in the consolidated statements of operations and comprehensive loss.

        Contingent payments that are dependent upon post-combination services, if any, are considered separate transactions outside of the business combination and are, therefore, included in the post-combination consolidated statements of operations and comprehensive loss. In addition, uncertain tax positions assumed and valuation allowances related to the net deferred tax assets acquired in connection with a business combination are estimated as of the acquisition date and recorded as part of the purchase. Thereafter, any changes to these uncertain tax positions and valuation allowances are recorded as part of the provision for income taxes in the consolidated statements of operations and comprehensive loss.

Goodwill

        Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization, but is tested annually for impairment or more frequently if there are indicators of impairment. Management considers the following potential indicators of impairment: significant underperformance relative to historical or projected future operating results, significant changes in the Company's use of acquired assets or the strategy of the Company's overall business, significant negative industry or economic trends and a significant decline in the Company's enterprise value as determined by the Company's board of directors based, in part, on the results of common stock valuations prepared by a third-party valuation firm on at least an annual basis.

        The Company performs an annual impairment test on December 1 or whenever events or changes in circumstances indicate that goodwill may be impaired. Significant judgments required in testing goodwill for impairment and changes in estimates and assumptions could materially affect the determination of whether impairment exists and, if so, the amount of that impairment.

        The Company has determined that there is one reporting unit for purposes of testing goodwill for impairment. In testing goodwill for impairment, the Company has the option to first consider qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, such as changes in management, strategy and primary customer base. The Company also has the option to perform the two-step goodwill impairment test. The two-step test starts with comparing the fair value of the reporting unit to the carrying amount of a reporting unit, including goodwill. If the fair value exceeds the carrying amount, no impairment loss is recognized. However, if the carrying amount of the reporting unit exceeds its fair value, the second step is performed to determine if goodwill is impaired. If the Company determines that goodwill is impaired, an impairment charge is recorded in the consolidated statements of operations and comprehensive loss. In each of its annual goodwill impairment tests performed as of

F-16

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

December 1, 2015, 2016 and 2017, the estimated fair value of the Company's single reporting unit significantly exceeded its carrying amount. During the years ended December 31, 2015, 2016 and 2017, the Company did not recognize any impairment charges related to goodwill.

Intangible Assets, Net

        Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets include developed technology, trade name and customer relationships obtained through business acquisitions that occurred during the years ended December 31, 2014, 2015 and 2016.

Impairment of Long-Lived Assets

        Long-lived assets consist of property and equipment, including internal-use software, and finite-lived acquired intangible assets, such as developed technology, trade name and customer relationships. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. No events or changes in circumstances existed to require an impairment assessment during the years ended December 31, 2015, 2016 and 2017.

Deferred Offering Costs

        The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders' equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should the equity financing no longer be considered probable of being consummated, the deferred offering costs would be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. As of December 31, 2016 and 2017, the Company recorded $1,908 and $2,167, respectively, of deferred offering costs in other long-term assets in the consolidated balance sheet.

Deferred Rent

        The Company records rent expense on a straight-line basis using a constant periodic rate over the term of its lease agreements. The excess of the cumulative rent expense incurred over the cumulative

F-17

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

amounts due under the lease agreements is deferred and recognized over the term of the leases. Leasehold improvement reimbursements from landlords are recorded as deferred rent and amortized as reductions to lease expense over the lease term.

Preferred Stock Warrant Liability

        The Company classifies warrants to purchase shares of its preferred stock as a liability on its consolidated balance sheets as these warrants are free-standing financial instruments that may require the Company to transfer assets upon exercise (see Note 12). The warrants were initially recorded at their fair values on date of issuance, and they are subsequently remeasured to fair value at each balance sheet date. Changes in the fair values of the warrants are recognized as other income or expense in the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liability for changes in fair value until the earlier of the exercise of the warrants, the expiration of the warrants or the warrants becoming warrants to purchase common stock instead of preferred stock.

        The Company uses the Black-Scholes option-pricing model, which incorporates assumptions and estimates, to value the preferred stock warrants. The Company assesses these assumptions and estimates on a quarterly basis as additional information impacting the assumptions is obtained. Estimates and assumptions impacting the fair value measurement of each warrant include the fair value per share of the underlying preferred stock, the remaining contractual term of the warrant, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying preferred stock. The Company determines the fair value per share of the underlying preferred stock by taking into consideration the most recent sales of its redeemable convertible preferred stock, results obtained from third-party valuations and additional factors that are deemed relevant. The Company historically has been a private company and lacks company-specific historical and implied volatility information of its stock. Therefore, it estimates its expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of each warrant. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of each warrant. Expected dividend yield is determined based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Common Stock Warrants

        The Company has issued warrants to purchase shares of common stock to an investor in connection with the issuance of the Series D redeemable convertible preferred stock and to a lender in connection with the issuance of debt.

        The warrant to purchase common stock issued in connection with the Series D redeemable convertible preferred stock is exercisable upon completion of the Company's IPO into the number of shares of common stock equal to 12.5% of the sum of (a) the number of shares of common stock into which the shares of Series A convertible preferred stock, including shares issuable upon the exercise of outstanding options to purchase shares of Series A convertible preferred stock, convert upon an IPO (see Note 12) and (b) the number of shares of common stock underlying the warrant. This warrant meets the definition of a derivative instrument under the relevant accounting guidance and is recorded as a liability in the consolidated balance sheets. The fair value of the warrant on the date of issuance was recorded as a

F-18

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

reduction of the carrying value of the Series D redeemable convertible preferred stock and as a long-term liability in the consolidated balance sheets. As a result, the warrant liability is remeasured to its fair value at the end of each reporting period, with the related change in fair value recorded as other income or expense in the consolidated statements of operations and comprehensive loss. The Company uses the Black-Scholes option-pricing model, which incorporates assumptions and estimates, to value this common stock warrant. The Company has assessed these assumptions and estimates on a quarterly basis as additional information impacting the assumptions is obtained. Estimates and assumptions impacting the fair value measurement of the warrant include the fair value per share of the underlying common stock, the remaining contractual term of the warrant, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying common stock. The Company determines the fair value per share of the underlying common stock by taking into consideration the most recent sales of its redeemable convertible preferred stock, results obtained from third-party valuations and additional factors that are deemed relevant. The Company historically has been a private company and lacks company-specific historical and implied volatility information of its stock. Therefore, it estimates its expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrant. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrant. Expected dividend yield is determined based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

        The warrants to purchase common stock issued in connection with the Mezzanine Term Loan (see Note 12) represents rights to a fixed number of shares and are considered to be indexed to the Company's stock because their values are based upon the value of the underlying shares. As such, the warrants were classified within stockholders' equity (deficit) under the relevant accounting guidance. The Company recorded a discount to the carrying value of the Mezzanine Term Loan based on the relative fair values of such debt and the warrants issued in conjunction with the debt. The debt discount under this arrangement was amortized to interest expense using the effective interest rate method over the term of the related debt to its date of maturity.

Advertising Costs

        Advertising costs are expensed as incurred and are included in sales and marketing expense in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2015, 2016 and 2017, advertising costs were $3,555, $4,024 and $4,712, respectively.

Research and Development Costs

        Research and development costs, other than capitalized software development costs discussed above, are expensed as incurred. Research and development expenses include payroll, employee benefits and other expenses associated with product development.

Stock-Based Compensation

        The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period

F-19

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

of the respective award. Generally, the Company issues stock options to employees with only service-based vesting conditions and records the expense for these awards using the straight-line method.

        The Company measures stock-based awards granted to non-employee consultants based on the fair value of the award on the date on which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such non-employee consultants until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company's common stock and updated assumption inputs in the Black-Scholes option-pricing model.

        The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient's payroll costs are classified or in which the award recipients' service payments are classified.

        The Company recognizes compensation expense for only the portion of awards that are expected to vest. In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for service-based awards. The impact of a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual forfeiture rate is materially different from the Company's estimate, the Company may be required to record adjustments to stock-based compensation expense in future periods.

        The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

        The fair value of each restricted stock award or restricted stock unit award is measured as the difference between the purchase price per share of the award, if any, and the fair value per share of the Company's common stock on the date of grant.

Deferred Commissions

        The Company capitalizes commission costs that are incremental and directly related to the acquisition of customer agreements. Commissions are earned by the Company's sales force and paid in full upon the receipt of customer orders for new arrangements or renewals. Commission costs are capitalized when earned and are amortized as expense over the same period that the revenue is recognized for the related non-cancelable customer agreement in proportion to the recognition of the revenue. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of operations and comprehensive loss.

F-20

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

        Commission costs capitalized as deferred commissions during the years ended December 31, 2015, 2016 and 2017 totaled $9,508, $13,870 and $18,309, respectively. Amortization of deferred commissions during the years ended December 31, 2015, 2016 and 2017 totaled $7,206, $9,708 and $13,897, respectively, and is included in sales and marketing expense in the consolidated statements of operations and comprehensive loss.

Carrying Value of Redeemable Convertible Preferred Stock

        The Company recognizes changes in the redemption values of its Series B, C, D, E, E-1 and F redeemable convertible preferred stock immediately as they occur and adjusts the carrying value of each series of the redeemable convertible preferred stock to equal its redemption value at the end of each reporting period as if the end of each reporting period were the redemption date. Adjustments to the carrying values of the Series B, C, D, E, E-1 and F redeemable convertible preferred stock at each reporting date result in an increase or decrease to net income (loss) attributable to common stockholders.

        Because shares of the Company's Series D, E and F redeemable convertible preferred stock are redeemable in an amount equal to the greater of the original issue price per share of each series plus all declared but unpaid dividends thereon or the estimated fair value of the Series D, E or F redeemable convertible preferred stock at the date of the redemption request, and because shares of the Company's Series E-1 redeemable convertible preferred stock are redeemable in an amount equal to the estimated fair value of the Series E-1 redeemable convertible preferred stock at the date of the redemption request, it is necessary for the Company to determine the fair value of each of these series of preferred stock in order to determine the redemption value at each reporting date. As there has been no public market for the Company's preferred stock to date, the estimated fair value of the Company's preferred stock has been determined by management as of each reporting date based, in part, on the results of third-party valuations of the Company's preferred stock performed as of each reporting date as well as management's assessment of additional objective and subjective factors that it believed were relevant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants' Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The Company's preferred stock valuations at each reporting date were prepared using either a probability-weighted expected return method ("PWERM") or a hybrid method, which used a combination of market and income approaches or a market approach to estimate the Company's enterprise value. The hybrid method is a PWERM where the equity value in one or more of the scenarios is allocated using an option-pricing method ("OPM").

        The assumptions underlying these valuations represent management's best estimates, which involve inherent uncertainties and the application of management judgment. As a result, if factors or expected outcomes change and the Company uses significantly different assumptions or estimates, the estimated fair values of preferred stock could be materially different.

Comprehensive Loss

        Comprehensive loss includes net loss as well as other changes in stockholders' equity (deficit) that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss for each of the periods presented in the accompanying consolidated financial statements.

F-21

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

Income Taxes

        The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company's tax returns in different periods. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimated future taxable profits.

        The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.

Net Loss per Share

        The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

        Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities, including outstanding stock options, unvested restricted stock units and warrants for the purchase of preferred stock and common stock. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares, assuming the dilutive effect of outstanding stock options, unvested restricted stock units and warrants for the purchase of preferred stock and common stock.

F-22

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

        The Company's redeemable convertible and convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2015, 2016 and 2017.

Impact of Recently Adopted Accounting Standards

        In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation—Stock Compensation (Topic 718) ("ASU 2016-09"). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, and certain classifications on the statement of cash flows. This guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted ASU 2016-09 during the first quarter of 2017. The Company has chosen to continue to recognize stock compensation expense net of estimated forfeitures. The adoption of ASU 2016-09 also requires excess tax benefits and tax deficiencies to be recorded in the income statement as opposed to additional paid-in capital when the awards vest or are settled, and has been applied on a prospective basis. In connection with the adoption of this standard on January 1, 2017, the Company recorded a $491 deferred tax asset related to unrecognized excess tax benefits, with an offsetting adjustment to the valuation allowance.

Impact of Recently Issued Accounting Standards

        In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which supersedes existing revenue recognition guidance under GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard defines a five-step process to achieve this principle, and will require companies to use more judgment and make more estimates than under the current guidance. The Company expects that these judgments and estimates will include identifying performance obligations in the customer contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 such that the standard is effective for public entities for annual periods beginning after December 15, 2017 and for interim periods within those fiscal years and for private entities for annual periods beginning after December 15, 2018. Early adoption of the standard is permitted for annual periods beginning after December 15, 2016. The Company will adopt ASU 2014-09 as of January 1, 2018 on a full retrospective basis. The Company's ability to apply the requirements retrospectively to all prior periods presented is dependent on system readiness and the completion of the Company's analysis of information necessary to

F-23

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

recast prior period financial statements. The Company has reached some conclusions on key accounting assessments related to the new standard, which are described below.

        The Company's recognition of total revenue related to subscription (i.e., term-based) licenses, cloud-based subscriptions, access to the threat intelligence capabilities of the Cb Predictive Security Cloud, maintenance services and customer support, and stand-alone professional services will remain substantially unchanged under the new standard. However, as further discussed herein, the timing of recognition related to certain aspects of term-based license subscriptions, perpetual licenses and associated professional services likely will be different under the new standard.

        For subscription license sales of Cb Protection and Cb Response, under the new standard, the Company will consider the software license and the access to the threat intelligence capabilities of the Cb Predictive Security Cloud, which provides continuous updates of real-time threat intelligence, to be a single performance obligation. As a result, the arrangement consideration allocated to the software license will be deferred on the Company's balance sheet and recognized ratably over the term of the subscription as the performance obligation is satisfied. However, under the new standard, the Company will no longer be required to delay the commencement of revenue recognition of subscription licenses until the commencement of any professional services and training sold with the subscription license. While under the new standard, maintenance services and customer support related to subscription licenses will be a stand-alone performance obligation, the related revenue will continue to be recognized ratably over the term of the maintenance and support arrangement as the performance obligation is satisfied.

        For its infrequent sales of perpetual licenses of Cb Protection and Cb Response, the Company currently recognizes revenue ratably over the longest service period of any deliverable in the arrangement, which is generally the maintenance and support term, due to the lack of VSOE of fair value for its maintenance and support offerings. Under the new standard, the Company will no longer be required to delay revenue recognition of perpetual licenses until the commencement of any bundled professional services and training sold with the perpetual license. Further, the Company expects to recognize the revenue related to the sale of perpetual software licenses ratably over the customer's estimated economic life, which the Company has estimated to be five years, rather than over the initially committed period of maintenance and support.

        In addition, under the new standard, for subscription and perpetual licenses that are sold with professional services in a multiple-element arrangement, the professional services will represent a separate performance obligation and the Company will recognize revenue associated with the professional services as such services are performed. Revenue associated with professional services sold in a multiple-element arrangement with subscription and perpetual licenses currently is recognized ratably over the longest service period of any deliverable in the arrangement, which is generally the maintenance and support term, due to the lack of VSOE of fair value for the Company's maintenance and support offerings.

        Another significant provision of the new standard requires the capitalization and amortization of costs associated with obtaining a contract, such as sales commissions. Under the new standard, all incremental costs to acquire a contract are capitalized and amortized using a systematic basis over the pattern of transfer of the goods and services to which the asset relates. Under the existing standard, the Company currently capitalizes commission costs that are incremental and directly related to the acquisition of a customer arrangement. The commission costs are capitalized when earned and are amortized as expense

F-24

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

over the period that the revenue is recognized for the related non-cancelable customer arrangement in proportion to the recognition of revenue, without regard to anticipated customer renewals. Under the new standard, the Company will continue to capitalize all incremental commission costs to obtain a customer arrangement, but will amortize the capitalized costs on a straight-line basis over the estimated customer relationship period, which will include anticipated customer renewals, because the Company anticipates that a majority of customers will renew their license and cloud-based subscriptions and the commissions paid by the Company for such renewals are not commensurate with the commissions paid for new sales. Accordingly, the Company expects that its capitalized commission costs will be amortized to expense over a longer period under the new standard than under the existing standard. The Company has estimated the customer relationship period to be five years.

        Finally, the new standard requires expanded footnote disclosures regarding revenue recognition. The Company continues to evaluate the application of these expanded requirements to its revenue recognition under the new standard, but expects that its disclosures will be increased commencing in its financial statements for the interim periods in and for the year ending December 31, 2018. The Company's ability to apply the disclosure requirements upon adoption of the new standard is dependent partially on its system readiness and the completion of the Company's analysis of information necessary to support the expanded disclosures.

        In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company plans to adopt this standard as of January 1, 2019. This standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements.

        In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) ("ASU 2016-15"). ASU 2016-15 is intended to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-15 is required for annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company will adopt ASU 2016-15 during the first quarter of 2018, and its adoption is not expected to have a material impact on the Company's consolidated financial statements.

        In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash (Topic 230) ("ASU 2016-18"), which requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. This guidance is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. Upon the Company's adoption of ASU 2016-18 in 2018, the $1,503 transfer between restricted cash and unrestricted cash previously presented on the consolidated statement of cash flows for the year ended December 31, 2016 will no longer be presented as a component of the Company's investing activities.

F-25

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

        In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805)—Clarifying the Definition of a Business ("ASU 2017-01"). This standard changes the definition of a business to assist entities in evaluating when a set of transferred assets and activities constitutes a business. The guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company will adopt ASU 2017-01 during the first quarter of 2018, and its adoption is not expected to have a material impact on the Company's consolidated financial statements.

        In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other Topics (Topic 350)—Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). This standard eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (i.e., Step 2 of the current guidance) and requires goodwill impairment to be measured as the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. The Company will adopt ASU 2017-04 during the first quarter of 2018, and its adoption is not expected to have a material effect on the Company's consolidated financial statements or related disclosures.

        In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09), which provides clarity on what changes to share-based payment awards are considered substantive and require modification accounting to be applied. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. The Company will adopt ASU 2017-09 during the first quarter of 2018 and will apply it prospectively to award modifications after the adoption date. The Company does not regularly modify the terms and conditions of share-based awards and does not believe ASU 2017-09 will have a material impact on its consolidated financial statements.

3. Business Combinations

Confer Technologies, Inc.

        On June 3, 2016, the Company acquired 100% of the outstanding shares of Confer Technologies, Inc. ("Confer") pursuant to the terms of an agreement and plan of merger between the parties (the "Merger Agreement"). The acquisition of Confer was intended to strengthen the Company's endpoint-security platform and allow the Company to offer a product specifically targeted at a significant customer segment that exhibited demand for a lightweight, next-generation antivirus solution. As initial consideration for the acquisition, the Company issued 13,026,145 shares of Series F redeemable convertible preferred stock ("Series F preferred stock") and 5,305,920 shares of common stock to the former stockholders of Confer on the closing date. In addition, the consideration for the acquisition included the fair values as of the acquisition date of employee stock options replaced by the Company as well as a stock option and a stock purchase warrant held by a Confer customer that were replaced by the Company, as described below.

Elements of Purchase Consideration

        Customer Option.    Under an agreement that existed prior to the Company's acquisition of Confer, Confer had granted to one of its customers the option to purchase up to $2,000 in shares of Confer's

F-26

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

3. Business Combinations (Continued)

preferred stock at a price of $2.86 per share. This agreement provided that the customer's option to purchase shares would continue to exist in the event that Confer was acquired by or merged with another party. As a result, in connection with the Company's acquisition of Confer, the customer received the right to purchase 699,720 shares of the Company's Series F preferred stock at a price of $2.86 per share for a period of 60 days after June 3, 2016 (the "Customer Option"). Pursuant to the terms of the Merger Agreement, in the event that the customer exercised this option, the Company would remit the exercise proceeds of $2,000 to the former stockholders of Confer. If the customer did not exercise this option before expiration, the shares of Series F preferred stock reserved for purchase were to be distributed on a pro rata basis to the former stockholders of Confer based on the preferred stock, common stock or options received by them on the closing date of the acquisition by the Company. The Company determined that the Customer Option (and its required issuance of shares to either the customer or to the former stockholders of Confer) represented additional purchase consideration and recorded the fair value of the Customer Option, of $4,121, as a credit to additional paid-in capital on the date of acquisition. In August 2016, the customer exercised the Customer Option and paid $2,000 to the Company, and the Company issued 699,720 shares of the Series F preferred stock and reclassified the value of $4,121 from additional paid-in capital to the carrying value of the Series F preferred stock. Upon receipt of the exercise proceeds, the Company remitted the $2,000 to the former stockholders of Confer, as required. On the Company's consolidated statement of cash flows for the year ended December 31, 2016, the receipt of the $2,000 from the exercise of the Customer Option was presented as a cash flow from financing activities and the payment of the $2,000 was presented as a cash flow from investing activities.

        Under that same agreement, Confer agreed to provide the customer with licensed software, threat analysis feeds and support services in exchange for specified fees payable to Confer. Based on the terms of customer acceptance outlined in the agreement, Confer could not invoice the customer for any fees until the customer had accepted the software. As of the date of the Company's acquisition of Confer, the acceptance criteria had not been met and Confer had not invoiced or received any payments under the agreement. Pursuant to the terms of the Merger Agreement, the Company agreed to pay the former Confer stockholders up to $2,160 for license fee amounts received by the Company subsequent to the customer's acceptance of the software. As of the acquisition date, the Company concluded that there was a remote probability that the customer would accept the software and that any license fees would be remitted to the former stockholders of Confer. This conclusion was primarily due to the fact that the tasks outlined to achieve acceptance under the customer agreement had not commenced as of the acquisition date and the Company did not have any expectation that the customer would be able to successfully deploy the software. Due to the remote probability of customer acceptance of the software and payment of license fee amounts, the Company determined that the fair value of this contingent payment obligation to the former stockholders of Confer was $0 on the date of acquisition. As of December 31, 2016, the customer had not accepted the software and the Company had not invoiced or received any fees under the customer agreement. The Company and the customer mutually agreed to terminate the customer agreement and entered into a Termination Agreement and Mutual Release as of March 15, 2017. As a result, the customer no longer has the right to the licensed software, threat analysis feeds and support services and the Company will not receive any fees.

        Customer Warrant.    Under a second agreement with the same customer that existed prior to the Company's acquisition of Confer, Confer agreed to grant to the customer a warrant to purchase up to $1,000 in shares of Confer's preferred stock, issuable to the customer only upon Confer and the customer

F-27

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

3. Business Combinations (Continued)

entering into a channel partner agreement. This agreement provided that the customer's warrant would continue to exist in the event that Confer was acquired by or merged with another party. Pursuant to the terms of the Merger Agreement, the customer would be issued a warrant to purchase up to $1,000 in shares of the Company's Series F preferred stock at an exercise price of $2.86 per share for a period of 60 days after June 3, 2016, conditioned upon the Company and the customer entering into a channel partner agreement (the "Customer Warrant"). Pursuant to the terms of the Merger Agreement, in the event that the customer was issued the warrant and the warrant was exercised by the customer, the Company would remit the exercise proceeds of $1,000 to the former stockholders of Confer. If the customer and the Company failed to execute a channel partner agreement and the warrant was not issued to the customer, then the shares reserved for the Customer Warrant were to be distributed on a pro rata basis to the former stockholders of Confer based on the preferred stock, common stock or options received by them on the closing date of the acquisition by the Company. The Company determined that the Customer Warrant (and its potential issuance of shares to either the customer or to the former stockholders of Confer) represented additional purchase consideration and recorded the fair value of the Customer Warrant, of $1,639, as a credit to additional paid-in capital on the date of acquisition. As of the acquisition date, the Company concluded that there was a remote probability that the customer and the Company would enter into a channel partner agreement. As a result, for the purpose of estimating the fair value of additional purchase consideration, the Company assumed that the customer would not be issued the warrant and that the shares would instead be distributed to the former stockholders of Confer.

        Following the acquisition date and during the remainder of 2016, the Company agreed to extend the period during which the Company and the customer could enter into a channel partner agreement through February 2017, at which time the negotiation period expired without a channel partner agreement being consummated. The Company and the customer mutually agreed to terminate these discussions and entered into a Termination Agreement and Mutual Release as of March 15, 2017 with respect to this initiative. As a result, the Company concluded that the customer would not be issued the warrant, and the Company would instead issue 228,715 shares of Series F preferred stock, 93,161 shares of common stock and options to purchase 27,983 shares of common stock to the former stockholders of Confer.

        In June 2017, the Company issued 228,715 shares of Series F preferred stock, 93,161 shares of common stock and options to purchase 27,983 shares of common stock to the former stockholders of Confer. The Company recorded the issuance of the 228,715 shares of Series F preferred stock and the 93,161 shares of common stock based on the fair value of the Customer Warrant of $1,639 that was recorded as of the Confer acquisition date. That fair value of the Customer Warrant consisted of (i) $1,347 for 228,715 shares of Series F preferred stock, based on the acquisition-date fair value of $5.89 per share of Series F preferred stock, and (ii) $292 for 93,161 shares of common stock, based on the acquisition-date fair value of $3.13 per share of common stock.

        The Company accounted for the issuance of the 228,715 shares of Series F preferred stock in June 2017 by recording a $1,347 increase to the carrying value of Series F preferred stock and a corresponding decrease to additional paid-in capital previously recorded as part of the fair value of the Customer Warrant. The Company accounted for the issuance of the 93,161 shares of common stock in June 2017 by recording a $292 increase to additional paid-in capital and a corresponding decrease to additional paid-in capital previously recorded as part of the fair value of the Customer Warrant.

F-28

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

3. Business Combinations (Continued)

        The Company accounted for the issuance of the options to purchase 27,983 shares of common stock as new grants to employees under its 2012 Stock Option and Grant Plan (see Note 12). The options have an exercise price of $2.94 per share, vest over a four-year period, and had a fair value of $1.40 per share on the grant date, as determined using the Black-Scholes option-pricing model.

        Replacement Stock Options.    In connection with the acquisition of Confer, the Company also replaced all outstanding stock options held by employees of Confer immediately prior to the acquisition with options to acquire shares of the Company's common stock with substantially the same terms and conditions as were applicable under the original options. In total, the Company replaced outstanding options to purchase Confer common stock with options to purchase 1,593,701 shares of the Company's common stock at a weighted-average exercise price of $1.10 per share. Of the total amount of options, options to purchase 309,603 shares of common stock were fully vested on the acquisition date. The Company determined that there was no post-combination employee service required for the fully vested replacement awards. As a result, the aggregate fair value of the vested replacement options on the acquisition date, determined to be $731, was recorded as additional purchase consideration transferred to the stockholders of Confer and as additional paid-in capital in the Company's consolidated balance sheet. The Company determined that there was both pre-combination and post-combination service required for the unvested replacement awards. In addition, a portion of the fair value of the unvested replacement awards, aggregating $119, was determined to be related to pre-combination service based on the vesting terms of the original options and was recorded as additional purchase consideration transferred to the stockholders of Confer and as additional paid-in capital in the Company's consolidated balance sheet. The remaining fair value of the unvested awards determined to be related to post-combination service will be recognized by the Company as stock-based compensation expense over the remaining service periods of the respective awards, beginning on the acquisition date.

        The aggregate acquisition-date fair value of purchase consideration transferred was determined to be $99,941, consisting of the following:

Fair value of Series F preferred stock issued at closing	$	76,724
Fair value of common stock issued at closing		16,607
Fair value of the Customer Option		4,121
Fair value of the Customer Warrant		1,639
Fair value of replacement options to purchase common stock		850
Total fair value of purchase consideration	$	99,941

        The aggregate fair value of the 13,026,145 shares of Series F preferred stock issued at closing was determined to be $76,724, based on a fair value of $5.89 per share of Series F preferred stock. The aggregate fair value of the 5,305,920 shares of common stock issued at closing was determined to be $16,607, based on a fair value of $3.13 per share of common stock. The aggregate fair value of the replacement options to purchase common stock recorded as purchase consideration for pre-combination services was determined to be $850, based on a weighted-average fair value of $2.36 per option. The per share fair values of $5.89 for Series F preferred stock, of $3.13 for common stock and of $2.36 for replacement options were based on the results of a third-party valuation performed as of the acquisition date. The third-party valuation was prepared using a hybrid of the PWERM and the OPM, which used a

F-29

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

3. Business Combinations (Continued)

combination of market and income approaches to estimate the Company's enterprise value. In the third-party valuation, three types of future-event scenarios were considered: an IPO scenario,a sale scenario and a remain-private scenario. Each type of future-event scenario was probability weighted by the Company based on an evaluation of its historical and forecasted performance and operating results, an analysis of market conditions at the time, and its expectations as to the timing and likely prospects of the future-event scenarios. A discount for lack of marketability was then applied to arrive at an indication of fair value per share for each of the Series F preferred stock, common stock and replacement options to purchase common stock.

        The Company determined the fair value of the Customer Option, of $4,121, based on the $5.89 fair value per share of Series F preferred stock on the date of the Company's acquisition of Confer, multiplied by the 699,720 shares of the Company's Series F preferred stock that were required to be issued by the Company to the customer upon exercise of the Customer Option (with exercise proceeds being remitted to the former stockholders of Confer).

        The Company determined the fair value of the Customer Warrant, of $1,639, based on the aggregate acquisition-date fair values of the (i) 228,715 shares of the Company's Series F preferred stock and (ii) 93,161 shares of common stock that were required to be issued by the Company to the former stockholders of Confer in the event that the Customer Warrant was not issued to the customer, due to the fact the Company believed that there was a remote probability that it and the customer would enter into a channel partner agreement, a condition required for the Customer Warrant to be issued and exercisable.

Allocation of the Purchase Consideration

        The acquisition of Confer was accounted for in accordance with the acquisition method of accounting for business combinations. Acquisition-related costs totaling $567 were expensed to general and administrative expenses as incurred. Under the acquisition method of accounting, the total purchase consideration is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The allocation of the total purchase price was as follows:

Cash	$	8,884
Intangible assets		7,200
Goodwill		87,785
Net tangible liabilities assumed		(1,499	)
Deferred tax liability		(2,429	)
Total purchase price	$	99,941

        Identifiable intangible assets acquired in the acquisition consisted of developed technology and customer relationships. The developed technology includes a combination of patented and unpatented technology, trade secrets, computer software and research processes that represent the foundation for existing and planned new products and services. The customer relationships asset relates to Confer's ability to sell existing, in-process and future products and services to its existing and potential customers. There

F-30

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

3. Business Combinations (Continued)

was no value assigned to the Confer trade name as its use was discontinued. The estimated useful lives and fair values of the identifiable intangible assets are as follows:

	Estimated Useful Life	Fair Value
Developed technology	5 years	$	4,600
Customer relationships	6 months		2,600
		$	7,200

        The fair value of the developed technology was estimated using the relief-from-royalty method, a form of the income approach, which assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. The relief-from-royalty method involves two steps: (i) estimation of reasonable royalty rates for the assets and (ii) the application of these royalty rates to a revenue stream and discounting the resulting cash flows to determine a value. The Company multiplied the selected royalty rate by the forecasted net revenue stream to calculate the cost savings (i.e., relief-from-royalty payment) associated with the developed technology. The cash flows were then discounted to present value by the selected discount rate. Key assumptions used in this model were revenue projections, discount rates and royalty rates, all of which were estimated by management.

        The fair value of the customer relationship intangible asset was estimated using the replacement method, a form of the cost approach, which estimates the costs to replace the customer base. The Company estimated the time to recreate the customer base and multiplied it by the estimated annual costs, which were based on Confer's historical sales and marketing costs and included an overhead allocation. The key assumption in the model was the estimated time to recreate the customer base.

        The excess of the total purchase price over the fair value of the net tangible and identifiable intangible assets acquired in the acquisition was allocated to goodwill in the amount of $87,785. Goodwill recognized in the acquisition was attributed to the longer-term opportunity for future enhancement of the Company's product offerings and to the cyber-security expertise of the assembled workforce obtained.

        The goodwill recorded as part of the Confer acquisition is not deductible for U.S. federal income tax purposes. In addition to the $2,429 of deferred tax liabilities recorded as part of the business combination for the non-deductible intangible assets acquired, the Company also recorded $6,221 of acquired deferred tax assets, primarily related to net operating loss and tax credit carryforwards and deferred revenue, but recorded those in purchase accounting with a full valuation allowance due to the uncertainty of realizing a benefit from those assets.

        The results of operations of Confer have been included in the Company's consolidated statements of operations and comprehensive loss from the acquisition date. The operations of Confer were fully integrated into the Company's operations and no separate financial results of the business were maintained. Therefore, it is impracticable for the Company to report the amounts of revenues and earnings of Confer included in its consolidated results of operations.

F-31

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

3. Business Combinations (Continued)

Pro Forma Information (Unaudited)

        The following pro forma financial information presents the combined results of operations of the Company and Confer as if the Confer acquisition had occurred on January 1, 2015. The pro forma financial information does not reflect any adjustments for anticipated synergies resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on January 1, 2015.

	Year Ended December 31,
	2015			2016
	(unaudited)
Revenue	$	71,067		$	117,176
Net loss	$	(45,594	)	$	(49,758	)
Net loss attributable to common stockholders	$	(70,573	)	$	(53,327	)
Net loss per share attributable to common stockholders—basic and diluted	$	(4.47	)	$	(2.85	)

Objective Logistics Inc.

        On June 11, 2015, the Company acquired substantially all of the assets of Objective Logistics Inc. ("Objective Logistics"), a software company. The principal reason for this acquisition was the hiring of employees for their technical expertise. The purchase consideration consisted of $946 paid in cash at closing and $946 paid in cash in September 2015. In addition, employees of Objective Logistics became employees of the Company as part of the transaction. The acquisition was accounted for in accordance with the acquisition method of accounting for business combinations.

        The assets acquired consisted of equipment and fixtures as well as intellectual property related to an exclusive license to certain patents held by Objective Logistics. The Company determined that the acquired equipment and fixtures had no value. The Company also determined that the intellectual property had no value as it was not applicable to the Company's industry and not sought after by other market participants. The value in the acquisition was the assembled workforce obtained and, accordingly, the total purchase consideration of $1,892 was allocated to goodwill.

        The goodwill recorded as part of the acquisition of Objective Logistics is deductible for U.S. federal income tax purposes.

        The results of operations of Objective Logistics have been included in the Company's consolidated statements of operations and comprehensive loss from the acquisition date. Actual revenue and earnings of Objective Logistics since the acquisition date as well as pro forma combined results of operations for the Objective Logistics acquisition have not been presented because the effect of the acquisition was not material to the Company's consolidated financial results for the periods presented.

VisiTrend, Inc.

        On August 14, 2015, the Company acquired substantially all of the assets of VisiTrend, Inc. ("VisiTrend"), a security analytics and visualization company. The principal reason for this acquisition was the hiring of employees for their technical expertise. The purchase consideration paid at closing consisted of $112 in cash and equity with an aggregate fair value of $848, consisting of 182,370 shares of the

F-32

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

3. Business Combinations (Continued)

Company's Series E preferred stock with a fair value of $4.65 per share. Additionally, the former shareholders of VisiTrend were entitled to receive future purchase consideration of up to 220,365 shares of Series E preferred stock, the issuance of which was contingent upon the continuing employment of two former VisiTrend employees for six and twelve months after the closing date. Of that amount of shares contingently issuable, 189,970 shares of Series E preferred stock were issued in February 2016 and the remaining 30,395 shares of Series E preferred stock were issued in August 2016.

        The Company allocated the $1,025 acquisition-date fair value of the 220,365 shares of Series E preferred stock that are contingently issuable upon the continuing employment of the two former VisiTrend employees between the portion for which the recipient of the shares does not have a continuing service obligation to the Company of $507 and the portion for which the recipient of the shares has a continuing service obligation to the Company $518. The value of shares for which the recipient does not have a continuing service obligation to the Company of $507 was recorded by the Company as the fair value of the contingent purchase consideration on the acquisition date, which increased the aggregate purchase consideration for the acquisition to $1,467. The remaining fair value of the contingently issuable shares for which the recipient of the shares has a continuing service obligation to the Company of $518 will be recognized by the Company as stock-based compensation expense over the respective six- and twelve-month periods of required continuing employee service. Of that amount, $364 and $154, respectively, was recognized as stock-based compensation expense during the years ended December 31, 2015 and 2016.

        The acquisition was accounted for in accordance with the acquisition method of accounting for business combinations. Under the acquisition method of accounting, the total purchase consideration is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The allocation of the total purchase price was as follows:

Computer equipment	$	4
Intangible assets (developed technology)		701
Goodwill		762
Total purchase price	$	1,467

        The identifiable assets acquired consisted of intellectual property and computer equipment. The intellectual property acquired in the transaction covered the analytics and visualization algorithms developed by VisiTrend. At the time of the transaction, the technology had not yet been commercialized into a product and required significant enhancements to maximize its value upon potential commercialization. The Company intends to use the developed algorithms and software codes internally, rather than incorporate them into existing or future product offerings. The estimated fair value of the developed technology on the date of the acquisition was $701, and the developed technology is expected to have a useful life of five years.

        The goodwill recorded as part of the acquisition of VisiTrend is deductible for U.S. federal income tax purposes.

        The results of operations of VisiTrend have been included in the Company's consolidated statements of operations and comprehensive loss from the acquisition date. Actual revenue and earnings of VisiTrend since the acquisition date as well as pro forma combined results of operations for the VisiTrend acquisition have not been presented because the effect of the acquisition was not material to the Company's consolidated financial results for the periods presented.

F-33

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

4. Fair Value of Financial Instruments

        The following tables present information about the Company's financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values:

	Fair Value Measurements as of December 31, 2016 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	42,875	$	—	$	—	$	42,875
	$	42,875	$	—	$	—	$	42,875
Liabilities:
Series B preferred stock warrant liability	$	—	$	—	$	225	$	225
Series D preferred stock warrant liability		—		—		852		852
Common stock warrant liability		—		—		1,104		1,104
	$	—	$	—	$	2,181	$	2,181

	Fair Value Measurements as of December 31, 2017 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	21,597	$	—	$	—	$	21,597
	$	21,597	$	—	$	—	$	21,597
Liabilities:
Series D preferred stock warrant liability	$	—	$	—	$	992	$	992
Common stock warrant liability		—		—		1,774		1,774
	$	—	$	—	$	2,766	$	2,766

        As of December 31, 2016 and 2017, the Company's cash equivalents, which were invested in money market funds, were valued based on Level 1 inputs. During the years ended December 31, 2016 and 2017, there were no transfers between Level 1, Level 2 and Level 3.

        The warrant liabilities in the tables above consisted of the fair values of warrants for the purchase of preferred stock and common stock (see Note 12) and are based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company's valuation of the liabilities for preferred stock warrants and the common stock warrant utilized the Black-Scholes option-pricing model, which incorporates assumptions and estimates to value the preferred stock warrants and the common stock warrant. The Company assesses these assumptions and estimates on a quarterly basis as additional information impacting the assumptions is obtained. Changes in the fair value of the preferred stock warrants and the common stock warrant are recognized in the consolidated statements of operations and comprehensive loss.

F-34

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

4. Fair Value of Financial Instruments (Continued)

        Changes in the fair values of the Company's preferred stock warrant liabilities and common stock warrant liability for the periods presented were as follows:

	Series B Preferred Stock Warrant Liability			Series D Preferred Stock Warrant Liability			Common Stock Warrant Liability
Fair value at December 31, 2015	$	236		$	906		$	1,050
Change in fair value		(11	)		(54	)		54
Fair value at December 31, 2016		225			852			1,104
Change in fair value		—			140			670
Exercise of Series B warrant		(225	)		—			—
Fair value at December 31, 2017	$	—		$	992		$	1,774

5. Allowance for Doubtful Accounts

        Changes in the allowance for doubtful accounts were as follows:

	Year Ended December 31,
	2016			2017
Allowance for doubtful accounts at beginning of year	$	344		$	454
Provisions		417			(347	)
Write-offs, net of recoveries		(307	)		17
Allowance for doubtful accounts at end of year	$	454		$	124

6. Property and Equipment, Net

        Property and equipment, net consisted of the following:

	December 31,
	2016			2017
Computer equipment	$	9,301		$	12,349
Computer software		2,343			3,048
Leasehold improvements		5,678			6,327
Furniture and fixtures		2,564			2,870
Office equipment		86			99
Internal-use software		1,057			1,979
		21,029			26,672
Less: Accumulated depreciation and amortization		(9,228	)		(14,213	)
	$	11,801		$	12,459

        Depreciation and amortization expense related to property and equipment, including internal-use software, was $2,728, $4,152 and $5,526 for the years ended December 31, 2015, 2016 and 2017,

F-35

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

6. Property and Equipment, Net (Continued)

respectively. For the year ended December 31, 2015, depreciation expense related to equipment under capital leases was $75. During the years ended December 31, 2015, 2016 and 2017, the Company disposed of fully depreciated assets with an original cost of $673, $722 and $541, respectively.

        During the years ended December 31, 2015, 2016 and 2017, the Company capitalized $646, $411 and $922, respectively, of costs related to the development of internal-use software and recorded amortization expense of capitalized internal-use software of $121, $226 and $447 respectively.

7. Goodwill and Intangible Assets

        As of January 1, 2015, goodwill of $29,218 associated with the Company's acquisition of Carbon Black, Inc. in 2014 was recorded on the consolidated balance sheet. During the year ended December 31, 2015, the Company recorded $1,892 of goodwill associated with the acquisition of Objective Logistics (see Note 3) and $762 of goodwill associated with the acquisition of VisiTrend (see Note 3). During the year ended December 31, 2016, the Company recorded $87,785 of goodwill associated with the acquisition of Confer (see Note 3). During the year ended December 31, 2017, there were no additions to goodwill. Goodwill totaled $119,656 as of December 31, 2016 and 2017. There were no impairments recorded against goodwill during the years ended December 31, 2015, 2016 or 2017.

        Identifiable intangible assets consisted of the following:

	December 31, 2016							December 31, 2017
	Gross Amount		Accumulated Amortization			Carrying Value		Gross Amount		Accumulated Amortization			Carrying Value
License agreement	$	150	$	(98	)	$	52	$	150	$	(113	)	$	37
Developed technology		7,301		(1,884	)		5,417		7,301		(3,344	)		3,957
Trade name		440		(254	)		186		440		(342	)		98
Customer relationships		2,950		(2,950	)		—		2,950		(2,950	)		—
	$	10,841	$	(5,186	)	$	5,655	$	10,841	$	(6,749	)	$	4,092

        Amortization expense related to intangible assets for the years ended December 31, 2015, 2016 and 2017 was $595, $3,780 and $1,563, respectively.

        Estimated future amortization expense of the identifiable intangible assets as of December 31, 2017 is as follows:

Year Ending December 31,
2018		1,563
2019		1,130
2020		1,015
2021		384
	$	4,092

F-36

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

8. Accrued Expenses

        Accrued expenses consisted of the following:

	December 31,
	2016		2017
Compensation and benefits	$	7,069	$	9,373
Commissions		4,244		5,344
Other		3,330		4,129
	$	14,643	$	18,846

9. Debt

        Debt consisted of the following:

	December 31,
	2016		2017
Line of Credit	$	5,500	$	—

Line of Credit

        In August 2013, the Company entered into a senior loan and security agreement (the "Line of Credit") with a financial institution that provides for maximum borrowings in one or more advances of an amount equal to the lesser of $5,000 or 80% of eligible accounts receivable. Borrowings under the Line of Credit accrue interest at the financial institution's prime rate plus 1.50% (resulting in an interest rate of 5.25% as of December 31, 2016) and had an original maturity date of August 22, 2014. In July 2014, the Line of Credit was amended to extend the maturity date to August 31, 2016. In February 2015, the Line of Credit was further amended to increase the borrowing limit to the lesser of $10,000 or 80% of eligible accounts receivable. During 2016, the Line of Credit was amended to extend the maturity date to March 29, 2017. In September 2016, the Company borrowed $5,500 under the Line of Credit and used the proceeds to repay the outstanding $5,500 principal balance on the Mezzanine Term Loan, further discussed below. Through December 31, 2016, the Company paid $60 in fees to the financial institution related to the Line of Credit. These fees were recorded as debt issuance costs and were fully amortized to interest expense using the effective interest method as of August 31, 2016.

        In March 2017, the Line of Credit was amended to increase the maximum borrowings to $40,000, without consideration of the Company's eligible accounts receivable. Borrowings under the Line of Credit accrue interest at the financial institution's prime rate. Amounts borrowed under the Line of Credit may be repaid and reborrowed until its maturity date on March 21, 2020, at which time all amounts outstanding must be repaid. The Company paid $47 in fees to the financial institution related to this amendment and agreed to pay a non-refundable fee of $47 on the first and second anniversary of the effective date of the amendment. The Company deemed the amendment to be a modification of the debt for accounting purposes, and the fees were recorded as debt issuance costs and will be amortized to interest expense using the effective interest method through the maturity date of the Line of Credit. The Company also agreed to pay an unused revolving line facility fee, which is payable quarterly in arrears in an amount equal to fifteen one-hundredths of one percent (0.15%) per annum of the average unused portion of the Line of Credit, as

F-37

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

9. Debt (Continued)

determined by the financial institution. In April 2017, the Company repaid all principal amounts outstanding under the Line of Credit, which totaled $5,500.

        As of December 31, 2016 and 2017, the Company had $5,500 and $0 of outstanding borrowings under the Line of Credit, respectively. During the years ended December 31, 2015, 2016 and 2017, the Company recorded interest expense of $6, $79 and $119, respectively, on the Line of Credit. In addition, during the years ended December 31, 2015, 2016 and 2017, $18, $13 and $22, respectively, of the debt issuance cost was amortized to interest expense.

        Borrowings under the Line of Credit are collateralized by substantially all of the assets of the Company, excluding intellectual property. In connection with the Line of Credit, the Company is subject to various financial reporting requirements and a financial covenant, which involves maintaining a specified liquidity measurement. The Company was in compliance with all covenants of the Line of Credit as of and for the years ended December 31, 2015, 2016 and 2017. In addition, there are negative covenants restricting the Company's activities, including limitations on dispositions, mergers or acquisitions; encumbering intellectual property; incurring indebtedness or liens; paying dividends and redeeming or repurchasing capital stock; making certain investments; and engaging in certain other business transactions. The obligations under the Line of Credit are subject to acceleration upon the occurrence of specified events of default, including a material adverse change in the Company's business, operations or financial or other condition.

Mezzanine Term Loan

        In August 2013, the Company entered into a subordinated loan and security agreement (the "Mezzanine Term Loan") that, as amended, provided for three advances of up to an aggregate of $6,000, with each advance equal to at least $2,000, through January 31, 2015. In June 2014, the Company borrowed $3,000 under the Mezzanine Term Loan, and in January 2015, the Company borrowed the remaining $3,000. Borrowings under the Mezzanine Term Loan accrued interest at a rate of 10% per annum and were payable in monthly, interest-only payments through July 31, 2016 and in fixed monthly installments of principal and interest thereafter through July 1, 2018. The Mezzanine Term Loan was junior to the Line of Credit but was senior to all other debt and equity. In August 2016, the Company began paying fixed monthly installments of principal and interest. In September 2016, using the proceeds from borrowings under the Line of Credit, the Company repaid the outstanding principal balance of $5,500 under the Mezzanine Term Loan, which then terminated with no additional borrowings available to the Company.

        In August 2013, the Company paid $60 in fees to the lender in connection with entering into the Mezzanine Term Loan. These fees were recorded as debt issuance costs, which were included in other long-term assets in the consolidated balance sheets, and were amortized to interest expense using the effective interest method through June 30, 2014 over the original loan commitment term of the agreement. In July 2014, the Company paid an additional $60 in fees the lender in connection with the amendment to the Mezzanine Term Loan. These fees were recorded as debt issuance costs, which were included in other long-term assets in the consolidated balance sheet as of December 31, 2015 and were being amortized to interest expense using the effective interest method through July 1, 2018 over the original term of the related loan. In September 2016, upon the repayment and termination of the Mezzanine Term Loan, the unamortized debt issuance costs of $10 related to the lender fees were recorded by the Company as a loss on extinguishment of debt.

        During the years ended December 31, 2015 and 2016, the Company recorded interest of $590 and $437, respectively, on the Mezzanine Term Loan. In addition, during the years ended December 31, 2015 and 2016, aggregate debt issuance costs of $203 and $151, respectively, were amortized to interest expense.

F-38

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

10. Preferred Stock

        As of December 31, 2016 and 2017, the Company's certificate of incorporation, as amended and restated, authorized the Company to issue 102,901,207 shares of $0.001 par value preferred stock.

        The Company has issued Series A convertible preferred stock ("Series A preferred stock"), Series B redeemable convertible preferred stock ("Series B preferred stock"), Series C redeemable convertible preferred stock ("Series C preferred stock"), Series D redeemable convertible preferred stock ("Series D preferred stock"), Series E redeemable convertible preferred stock ("Series E preferred stock"), Series E-1 redeemable convertible preferred stock ("Series E-1 preferred stock") and Series F preferred stock, collectively the "Preferred Stock." The holders of Preferred Stock have either mandatory redemption rights or liquidation rights in the event of a deemed liquidation that, in certain situations, is not solely within the control of the Company. Therefore, the Preferred Stock is classified outside of stockholders' equity (deficit).

        In June 2015, in connection with funding its acquisition of Objective Logistics (see Notes 3 and 19), the Company issued 286,560 shares of Series E preferred stock at a price of $6.60 per share to the controlling stockholder of Objective Logistics, which was also the Company's largest stockholder, and received gross proceeds of $1,892. The Company recorded the Series E preferred stock on the date of issuance at its fair value of $1,333, or $4.65 per share. The excess of the cash paid for such shares over their aggregate fair value was recorded as additional paid-in capital of $559.

        In August 2015, the Company issued 182,370 shares of Series E preferred stock in connection with its acquisition of VisiTrend (see Notes 3 and 19). The Company recorded the Series E preferred stock on the date of issuance at its fair value of $848, or $4.65 per share. Per the terms of the purchase agreement, the former shareholders of VisiTrend are also entitled to receive up to 220,365 shares of Series E preferred stock, contingent upon the continued employment of two former VisiTrend employees for periods of six and twelve months after the acquisition date.

        In September and October 2015, the Company issued an aggregate of 9,196,288 shares of Series F preferred stock at an issuance price of $5.93 and received gross proceeds of $54,534. In connection with this financing, the Company paid total issuance costs of $664. In addition, the redemption dates of the Series A, B, C, D, E and E-1 preferred stock were extended to September 30, 2021.

        In January 2016, the Company issued 1,517,706 shares of Series F preferred stock at a price of $5.93 per share for gross proceeds of $9,000 in a third closing of the Series F preferred stock and 801,011 shares of Series F preferred stock at a price of $5.93 per share for gross proceeds of $4,750 in a fourth closing of the Series F preferred stock. In connection with the financing, the Company paid total issuance costs of $365.

        In February and August 2016, the Company issued 220,365 shares of Series E preferred stock as payment for the contingent consideration then earned in connection with the VisiTrend acquisition (see Note 3).

        In June 2016, in connection with funding its acquisition of Confer (see Note 3), the Company issued 13,026,145 shares of Series F preferred stock to the selling stockholders. The Company recorded the Series F preferred stock on the date of issuance at its fair value of $76,724, or $5.89 per share (see Note 3).

        In August 2016, upon the exercise of the Customer Option under the Confer acquisition (see Note 3), the Company issued 699,720 shares of Series F preferred stock at an issue price of $2.86 per share and

F-39

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

10. Preferred Stock (Continued)

received gross proceeds of $2,000, which the Company then remitted to the former stockholders of Confer, as required by the Merger Agreement.

        In June 2017, the Company issued 228,715 shares of Series F preferred stock to the former stockholders of Confer in settlement of the Customer Warrant (see Note 3).

        In June 2017, the Company issued 62,197 shares of Series B preferred stock at an exercise price of $0.415266 per share upon the net exercise of the Series B Warrant (see Note 12).

        During the years ended December 31, 2015, 2016 and 2017, certain employees exercised options to purchase 785,593, 776,787 and 569,884 shares, respectively, of Series A preferred stock in exchange for cash proceeds of $390, $410 and $448, respectively.

        As of each balance sheet date, Preferred Stock consisted of the following:

	December 31, 2016
	Preferred Shares Authorized		Preferred Shares Issued and Outstanding		Carrying Value		Liquidation Preference
Series A preferred stock		8,800,000		3,281,922	$	1,062	$		(1)
Series B preferred stock		24,673,917		24,603,659	$	10,217	$	22,478
Series C preferred stock		13,283,366		10,105,400		9,540		11,447
Series D preferred stock		11,876,688		11,541,688		52,284		34,500
Series E preferred stock		12,219,202		12,219,202		60,852		48,999
Series E-1 preferred stock		6,415,146		4,739,463		16,967		3,991
Series F preferred stock		25,632,888		25,240,870		153,716		149,678
		94,101,207		88,450,282	$	303,576	$	271,093

	December 31, 2017
	Preferred Shares Authorized		Preferred Shares Issued and Outstanding		Carrying Value		Liquidation Preference			Common Stock Issuable Upon Conversion
Series A preferred stock		8,800,000		3,851,806	$	1,510	$		(1)		2,958,466
Series B preferred stock		24,673,917		24,665,856	$	10,442	$	22,534			24,665,856
Series C preferred stock		13,283,366		10,105,400		9,540		11,447			10,105,400
Series D preferred stock		11,876,688		11,541,688		59,209		34,500			11,541,688
Series E preferred stock		12,219,202		12,219,202		78,700		48,999			12,219,202
Series E-1 preferred stock		6,415,146		4,739,463		9,252		3,991			4,739,463
Series F preferred stock		25,632,888		25,469,585		166,061		151,035			25,469,585
		94,101,207		88,741,194	$	333,204	$	272,506			88,741,194

(1)

The liquidation preference of the Series A preferred stock is calculated based on a percentage of the proceeds received by the Company in the event of a Deemed Liquidation Event, as described below. The holders of the Series A preferred stock do not have redemption rights other than in the event of a Deemed Liquidation Event.

F-40

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

10. Preferred Stock (Continued)

        The holders of the Preferred Stock have the following rights and preferences:

Voting Rights

        The holders of Series A preferred stock are not entitled to vote. The holders of Series B, C, D, E, E-1 and F preferred stock are entitled to the number of votes equal to the number of shares of common stock into which such shares of Series B, C, D, E, E-1 and F preferred stock could convert on the record date for determination of stockholders entitled to vote. In addition, the holders of Series B preferred stock, voting as a single class, are entitled to elect three directors of the Company. The holders of Series B, C, D, E, E-1 and F preferred stock as well as common stock, voting together as a single class and on an as-converted to common stock basis, are entitled to elect all remaining directors of the Company.

Dividends

        The holders of Series A preferred stock are entitled to receive noncumulative dividends when, as and if declared on common stock by the board of directors. The holders of Series B, C, D, E, E-1 and F preferred stock are entitled to receive noncumulative dividends when, as and if declared by the board of directors. The Company may not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company unless the holders of Series B, C, D, E, E-1 and F preferred stock shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B, C, D, E, E-1 and F preferred stock in an amount at least equal to (i) in the case of a dividend on common stock or any class or series that is convertible to common stock, that amount per share of Series B, C, D, E, E-1 and F preferred stock as would equal the product of the dividend payable on an as-converted into common stock basis multiplied by the number of shares of common stock issuable upon conversion of all Series B, C, D, E, E-1 and F preferred stock or (ii) in the case of a dividend on any class or series that is not convertible into common stock, at a rate per share of Series B, C, D, E, E-1 and F preferred stock that is determined by dividing the amount of dividend payable on each share of such class or series of capital stock by the Original Issue Price (as described below) of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) and multiplying such fraction by an amount equal to the Series B, C, D, E, E-1 and F preferred stock Original Issue Price. If the Company declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders of Series B, C, D, E, E-1 and F preferred stock will be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series B, C, D, E, E-1 and F preferred stock dividend. No dividends have been declared through December 31, 2017.

        The Original Issue Price per share is $0.415266 for Series B preferred stock, $0.944 for Series C preferred stock, $2.9891 for Series D preferred stock, $4.01 for Series E preferred stock, $4.01 for Series E-1 preferred stock and $5.93 for Series F preferred stock, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B, C, D, E, E-1 or F preferred stock.

Liquidation

        In the event of a liquidation, voluntary or involuntary, dissolution or winding up of the Company, (i) the holders of Series B, C, D, E, E-1 and F preferred stock will be entitled to receive, on a pari passu

F-41

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

10. Preferred Stock (Continued)

basis, an amount per share equal to the applicable Original Issue Price multiplied by a factor of 2.2, 1.2, 1.0, 1.0, 0.21 and 1.0, respectively, plus any dividends declared but unpaid and (ii) the holders of Series A preferred stock will be entitled to receive a contingent payment amount based upon the gross proceeds from a Deemed Liquidation Event (as defined below) multiplied by the Series A Target Percentage, as that term is defined in the Company's certificate of incorporation, as amended and restated, which is a maximum 4.4%.

        After such payments, then, to the extent available, remaining assets available for distribution will be used to fund the Founder Bonus Plan (see Note 14). After funding of the Founder Bonus Plan, any remaining assets will be distributed among the holders of Series B, C, D, E, E-1 and F preferred stock and common stock, pro rata based on the number of shares held by each stockholder, treating for this purpose all such securities as if they had been converted into common stock immediately prior to such liquidation, dissolution or winding up of the Company.

        Unless the holders of at least 55% of the outstanding shares of Series B, C, D, E, E-1 and F preferred stock, voting together as a single class and on an as-converted to common stock basis, elect otherwise, a Deemed Liquidation Event shall include a merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, license, transfer or other disposition of all or substantially all of the assets of the Company and its subsidiaries.

Conversion

        The holders of Series A preferred stock have no conversion rights, except upon the closing of an IPO. Upon the closing of an IPO, each share of Series A preferred stock will automatically be converted into the number of shares of common stock equal to the result obtained by dividing (i) the product of (a) the Series A Target Percentage (which is not to exceed 4.4%) and (b) the number of shares of the Company's common stock outstanding on an as-converted into common stock and fully diluted basis by (ii) the number of shares of Series A preferred stock then-outstanding and underlying then-outstanding vested and unvested Series A preferred stock options.

        Each share of Series B, C, D, E, E-1 and F preferred stock is convertible, at the option of the holder at any time, or will automatically be converted into shares of common stock at the applicable conversion ratio then in effect (i) upon the closing of a qualifying IPO at a price per share to the public of at least $5.9782, subject to appropriate adjustments, and with aggregate gross proceeds of at least $50,000 or (ii) upon the vote or written consent of the holders at least 55% of the outstanding shares of Series B and C preferred stock, voting together as a single class and on an as-converted to common stock basis, and of a majority of the outstanding shares of Series D, E, E-1 and F preferred stock, voting together as a single class and on an as-converted to common stock basis.

        The conversion ratio of each series of preferred stock is determined by dividing the Original Issue Price of each series by the Conversion Price of each series. The Conversion Price is $0.415266 for Series B, $0.944 for Series C, $2.9891 for Series D, $4.01 for Series E, $4.01 for Series E-1 and $5.93 for Series F preferred stock. The Conversion Price is subject to appropriate adjustment in the event of any deemed issuance of additional shares, stock dividend, stock split, combination or other similar recapitalization and other adjustments as set forth in the Company's certificate of incorporation, as amended and restated.

F-42

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

10. Preferred Stock (Continued)

Redemption

        The holders of Series A preferred stock have no redemption rights.

        At the written election of at least 55% of the holders of the outstanding shares of Series B and C preferred stock, voting together as a single class and on an as-converted to common stock basis, the shares of Series B and C preferred stock outstanding are redeemable, at any time on or after September 30, 2021, in three equal annual installments commencing 60 days after receipt of the required vote, in an amount equal to the Original Issue Price per share of each series plus all declared but unpaid dividends thereon.

        At the written election of a majority of the holders of the outstanding shares of Series D, E, E-1 and F preferred stock, voting together as a single class and on an as-converted to common stock basis, the shares of Series D, E, E-1 and F preferred stock outstanding are redeemable, at any time on or after September 30, 2021, in three equal installments commencing 60 days after receipt of the required vote. Shares of Series D, E and F preferred stock are redeemable in an amount equal to the greater of (i) the Original Issue Price per share of each series plus all declared but unpaid dividends thereon or (ii) the estimated fair value of the Series D, E or F preferred stock at the date of the redemption request. Shares of Series E-1 preferred stock are redeemable in an amount equal to the estimated fair value of the Series E-1 preferred stock at the date of the redemption request.

        The Company recognizes changes in the redemption values of its Series B, C, D, E, E-1 and F redeemable convertible preferred stock immediately as they occur and adjusts the carrying value of each series of redeemable convertible preferred stock to equal the redemption value at the end of each reporting period as if the end of each reporting period were the redemption date. During the years ended December 31, 2015, 2016 and 2017, the Company recorded adjustments to increase the carrying values of the Series B, C, D, E, E-1 and F redeemable convertible preferred stock by an aggregate of $24,979, $3,569 and $28,056, respectively, which resulted in an increase in redeemable convertible preferred stock by those amounts, offset by decreases to additional paid-in capital and an increase to accumulated deficit.

11. Common Stock

        As of December 31, 2016 and 2017, the Company's certificate of incorporation, as amended and restated, authorized the Company to issue 152,000,000 shares and 156,650,000 shares, respectively, of $0.001 par value common stock.

        Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company's stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of the preferred stockholders. No dividends have been declared through December 31, 2017.

F-43

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

12. Preferred Stock Warrants and Common Stock Warrants

        As of each balance sheet date, warrants outstanding consisted of the following:

December 31, 2016
Issuance Date	Underlying Security	Exercise Price		Number of Shares Issuable Upon Exercise			Warrant Contractual Term			Classification
June 1, 2010	Series B preferred stock	$	0.415266		70,258			7 years		Liability
July 1, 2012	Common stock	$	0.001		922,581	(1)			(1)	Liability
August 22, 2013	Series D preferred stock	$	2.9891		167,500			10 years		Liability
June 27, 2014	Series D preferred stock	$	2.9891		167,500			9.2 years		Liability
July 31, 2014	Common stock	$	1.51		212,500			10 years		Equity

December 31, 2017
Issuance Date	Underlying Security	Exercise Price		Number of Shares Issuable Upon Exercise			Warrant Contractual Term			Classification
July 1, 2012	Common stock	$	0.001		937,212	(1)			(1)	Liability
August 22, 2013	Series D preferred stock	$	2.9891		167,500			10 years		Liability
June 27, 2014	Series D preferred stock	$	2.9891		167,500			9.2 years		Liability
July 31, 2014	Common stock	$	1.51		212,500			10 years		Equity

(1)

The number of shares of common stock issuable upon the exercise of the Company's liability-classified warrant to purchase common stock is calculated based on the number of shares of common stock equal to 12.5% of the sum of (a) the number of shares of common stock into which the outstanding shares of Series A preferred stock, including shares issuable upon the exercise of outstanding options to purchase shares of Series A preferred stock, convert upon an IPO and (b) the number of shares of common stock underlying the warrant. Such warrant is only exercisable upon the closing of an IPO of shares of the Company's common stock. The warrant will expire, if not exercised, on the day immediately following the closing of an IPO of shares of the Company's common stock.

Series B Preferred Stock Warrants

        In June 2010, in connection with an amendment to a loan agreement, the Company issued to the lender warrants to purchase 70,258 shares of Series B preferred stock at an exercise price of $0.415266 per share (the "Series B Warrant"). The Series B Warrant was immediately exercisable and was set to expire in June 2017. The Series B Warrant was classified as a liability and recorded at its fair value on the date of issuance, which was estimated to be $8, using a Black-Scholes option-pricing model with the following assumptions: 23% volatility; 1.89% risk-free interest rate; 7-year expected term; and no dividend yield.

        The warrant liability has been remeasured at each subsequent reporting date. In June 2017, the Series B Warrant was net exercised at an exercise price of $0.415266 per share and the Company issued 62,197 shares of Series B preferred stock. For the years ended December 31, 2015, 2016 and 2017, the Company recorded (gains) losses of $71, $(11) and $0 respectively, to reflect the change in fair value of the Series B Warrant. As of December 31, 2016, the fair value of the Series B Warrant liability was $225.

F-44

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

12. Preferred Stock Warrants and Common Stock Warrants (Continued)

Series D Preferred Stock Warrants

        In August 2013, in conjunction with the Mezzanine Term Loan, the Company issued a warrant to the lenders to purchase 167,500 shares of Series D preferred stock at an exercise price of $2.9891 per share. The warrant was immediately exercisable and expires in August 2023. The warrant was classified as a liability and recorded at its fair value on the date of issuance, which was estimated to be $306 using the Black-Scholes option-pricing model with the following assumptions: 56.90% volatility; 2.34% risk-free interest rate; 10-year expected term; and no dividend yield. The issuance-date fair value of the warrant was recorded as a debt issuance cost within other long-term assets and as a warrant liability. The debt issuance cost was amortized to interest expense using the effective interest method through June 30, 2014 over the original loan commitment term of the agreement. As of December 31, 2017, this warrant to purchase 167,500 shares of Series D preferred stock remained exercisable.

        In June 2014, upon the first draw down on the Mezzanine Term Loan, the Company issued to the lender a warrant to purchase 167,500 shares of the Company's Series D preferred stock at an exercise price of $2.9891. The warrant was immediately exercisable and expires in August 2023. The warrant was classified as a liability and recorded at its fair value on the date of issuance, which was estimated to be $333 using the Black-Scholes option-pricing model with the following assumptions: 40.00% volatility; 2.39% risk-free interest rate; 9.2-year expected term; and no dividend yield. The issuance-date fair value of the warrant was recorded as a debt issuance cost within other long-term assets and as a warrant liability. This debt issuance cost was being amortized to interest expense using the effective interest method through July 1, 2018 over the term of the related loan. In September 2016, using the proceeds from borrowings under the Line of Credit, the Company repaid the outstanding principal balance of $5,500 under the Mezzanine Term Loan, which then terminated with no additional borrowings available to the Company. The unamortized debt issuance cost of $90 related to the warrant was recorded by the Company as a loss on extinguishment of debt during the year ended December 31, 2016. As of December 31, 2017, this warrant to purchase 167,500 shares of Series D preferred stock remained exercisable.

        The warrant liability for these two warrants has been remeasured at each subsequent reporting date. For the years ended December 31, 2015, 2016 and 2017, the Company recorded (gains) losses of $217, $(54) and $140, respectively, to reflect the change in fair value of these preferred stock warrants. As of December 31, 2016 and 2017, the aggregate fair value of the Series D warrant liability was $852 and $992, respectively. As of December 31, 2017, no Series D preferred stock warrants had been exercised.

Common Stock Warrants

        In July 2012, in conjunction with its issuance of Series D preferred stock, the Company issued to an investor a contingent warrant to purchase shares of the Company's common stock. The warrant is contingently exercisable upon an IPO at an exercise price of $0.001 per share into the number of shares of common stock equal to 12.5% of the sum of (a) the number of shares into which the shares of Series A preferred stock, including shares issuable upon the exercise of outstanding options to purchase shares of Series A preferred stock, convert upon an IPO and (b) the number of shares of common stock underlying the warrant. The warrant was classified as a liability, as it meets the definition of a derivate instrument under the relevant accounting guidance, and was recorded at its fair value on the date of issuance, which was estimated to be $133 using the probability-weighted expected return method. The Company recorded the issuance-date fair value of the warrant as a reduction to the carrying value of the Series D preferred

F-45

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

12. Preferred Stock Warrants and Common Stock Warrants (Continued)

stock and as a warrant liability in the amount of $133. The warrant liability has been remeasured at each subsequent reporting date utilizing the Black-Scholes option-pricing model to determine the fair value of the warrant. For the years ended December 31, 2015, 2016 and 2017, the Company recorded losses for the change in the fair value of the warrant liability of $602, $54 and $670, respectively. As of December 31, 2016 and 2017, the fair value of the common stock warrant liability was $1,104 and $1,774, respectively.

        In July 2014, in conjunction with an amendment to the Mezzanine Term Loan, the Company issued to the lenders warrants to purchase up to an aggregate of 425,000 shares of the Company's common stock at an exercise price of $1.51 per share. Warrants for the purchase of 212,500 shares of common stock were immediately exercisable upon issuance and expire in July 2024. Pursuant to the terms of the warrants and the Mezzanine Term Loan, the right to acquire the additional 212,500 shares of common stock expired on September 30, 2015. The warrants were classified as equity and recorded at their fair values on the date of issuance, which was estimated to be an aggregate of $226 using the Black-Scholes option-pricing model with the following assumptions: 40.0% volatility; 2.58% risk-free interest rate; 10-year expected term; and no dividend yield. The issuance-date fair value of the warrants was recorded as a debt issuance cost, which was included in other long-term assets in the Company's consolidated balance sheet, and as additional paid-in capital as of December 31, 2015. The debt issuance cost was being amortized to interest expense over the term of the original term of the debt using the effective interest method. In September 2016, using the proceeds from borrowings under the Line of Credit, the Company repaid the outstanding principal balance of $5,500 under the Mezzanine Term Loan, which then terminated with no additional borrowings available to the Company. The unamortized debt issuance cost related to the common stock warrant of $61 was recorded by the Company as a loss on extinguishment of debt during the year ended December 31, 2016. As of December 31, 2017, the warrant to purchase 212,500 shares of common stock remained exercisable.

Valuation Assumptions

        Inputs used in the Black-Scholes option-pricing model to estimate the fair value of the Company's common stock, Series B preferred stock and Series D preferred stock warrant liabilities include unobservable inputs and assumptions, such as expected volatility, expected term, and the value of the underlying common or preferred stock.

        The following tables summarize the Company's valuation assumptions used in determining the fair value of the common and preferred stock warrants at December 31, 2016 and 2017:

	December 31, 2016
	Series B Preferred Stock Warrants			Series D Preferred Stock Warrants			Common Stock Warrants
Risk-free interest rate		0.35	%		2.10	%		0.94	%
Expected term (in years)		0.42			6.64			1.25
Expected volatility		33.84	%		40.00	%		44.68	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

F-46

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

12. Preferred Stock Warrants and Common Stock Warrants (Continued)

	December 31, 2017
	Series D Preferred Stock Warrants			Common Stock Warrants
Risk-free interest rate		2.23	%		1.03	%
Expected term (in years)		5.64			0.58
Expected volatility		40.00	%		29.24	%
Expected dividend yield		0.0	%		0.0	%

13. Equity Award Plans

Equity Incentive Plan

        The Company's Equity Incentive Plan, as amended and restated (the "Equity Incentive Plan"), provides for the Company to issue restricted common stock or to grant incentive stock options, non-qualified stock options or other stock-based awards to employees, officers, directors, consultants and advisors of the Company. The Equity Incentive Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the Company's common stock on the date of grant and the term of stock option may not be greater than ten years. Stock options granted under the Equity Incentive Plan typically vest as to 25% of the award upon the first anniversary of the grant date and as to 2.08% of the award each month thereafter over a three-year period and expire ten years after the grant date.

        As of December 31, 2017, the total number of shares that may be issued under the Equity Incentive Plan was 2,980,022 shares, of which no shares were available for future grants. During the years ended December 31, 2015, 2016 and 2017, no stock options were granted under the Equity Incentive Plan.

2010 Series A Option Plan

        The Company's 2010 Series A Option Plan, as amended and restated (the "Series A Plan"), provides for the Company to grant incentive stock options and non-qualified stock options to purchase shares of the Company's Series A preferred stock to employees, officers, directors, consultants and advisors of the Company. The Series A Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the share of Series A preferred stock on the date of grant and the term of stock option may not be greater than ten years. Stock options granted under the Series A Plan typically vest as to 25% of the award upon the first anniversary of the grant date and as to 2.08% of the award each month thereafter over a three-year period and expire ten years after the grant date.

        As of December 31, 2017, the total number of shares that may be issued under the Series A Plan was 8,800,000 shares, of which 258,618 shares were available for future grants.

F-47

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

13. Equity Award Plans (Continued)

2012 Stock Option and Grant Plan

        The Company's 2012 Stock Option and Grant Plan, as amended and restated (the "2012 Stock Option Plan"), provides for the Company to sell or issue common stock or restricted common stock or to grant incentive stock options, non-qualified options or other stock-based awards to employees, officers, directors, consultants and advisors of the Company. The 2012 Stock Option Plan is administered by the Company's board of directors, or at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the Company's common stock on the date of grant and the term of stock option may not be greater than ten years. Stock options granted under the 2012 Stock Option Plan typically vest as to 25% of the award upon the first anniversary of the grant date and as to 2.08% of the award each month thereafter over a three-year period and expire ten years after the grant date.

        In January 2016, the Company issued 1,921,801 shares of common stock to partially settle the Management Incentive Plan liability (see Note 15). These common stock shares were issued under the 2012 Stock Option Plan.

        As of December 31, 2017, the total number of shares that may be issued under the 2012 Stock Option Plan was 34,647,482 shares, of which 2,164,813 shares were available for future grants.

Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan

        In February 2014, in connection with the Company's acquisition of Carbon Black, Inc. on February 10, 2014, the Company assumed the Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan (the "Carbon Black Plan") and replaced all vested and then outstanding options held by former employees of Carbon Black with options to purchase 1,675,683 shares of the Company's Series E-1 preferred stock. These options were fully exercisable upon issuance at a weighted-average exercise price of $0.43 per share. The Company reserved an aggregate of 6,415,146 shares of Series E-1 preferred stock for issuance upon exercise of options under the Carbon Black Plan. Effective as of February 10, 2014, the Company's board of directors determined not to grant any further awards under the Carbon Black Plan, but all outstanding awards under the Carbon Black Plan continue to be governed by their existing terms. During the years ended December 31, 2015, 2016 and 2017, no options to purchase shares were granted, exercised or forfeited under the Carbon Black Plan. As of December 31, 2015, 2016 and 2017, options to purchase 1,675,683 shares of Series E-1 preferred stock remained outstanding.

Confer Technologies, Inc. 2013 Stock Plan

        In June 2016, in connection with its acquisition of Confer, the Company assumed the Confer Technologies, Inc. 2013 Stock Plan (the "Confer Plan") and replaced all outstanding options held by former employees of Confer with options to purchase 1,593,701 shares of the Company's common stock (see Note 3). These replacement options had a weighted-average exercise price of $1.10 per share. Effective as of June 3, 2016, the Company's board of directors determined not to grant any further awards under the Confer Plan, but all outstanding awards under the Confer Plan continue to be governed by their existing terms. During the period from June 3, 2016 to December 31, 2016, no options to purchase shares

F-48

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

13. Equity Award Plans (Continued)

were granted, 179,918 shares were exercised and 89,468 shares were forfeited under the Confer Plan. During the year ended December 31, 2017, no options to purchase shares were granted, 216,467 shares were exercised and 197,092 shares were forfeited under the Confer Plan. As of December 31, 2017, options to purchase 910,756 shares of common stock remained outstanding.

Options to Purchase Series A Preferred Stock

        The following table summarizes the Company's Series A preferred stock option activity since December 31, 2016:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)
Outstanding at December 31, 2016		5,050,235		$	0.77		5.90	$	11,764
Granted		442,839			3.10
Exercised		(569,884	)		0.79
Forfeited		(233,614	)		0.89
Outstanding at December 31, 2017		4,689,576		$	0.98		5.18	$	10,539
Vested and expected to vest at December 31, 2017		4,581,467		$	0.94		5.10	$	10,497
Options exercisable at December 31, 2017		3,926,713		$	0.65		4.58	$	10,138

        The aggregate intrinsic value of Series A preferred stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company's Series A preferred stock for those stock options that had exercise prices lower than the fair value of the Company's Series A preferred stock. The aggregate intrinsic value of Series A preferred stock options exercised during the years ended December 31, 2015, 2016 and 2017, was $763, $1,694 and $1,343, respectively.

        The Company received cash proceeds from the exercise of Series A preferred stock options of $390, $410 and $448 during the years ended December 31, 2015, 2016 and 2017, respectively.

        No Series A preferred stock options were granted during the year ended December 31, 2015. The weighted-average grant-date fair value of Series A preferred stock options granted during the years ended December 31, 2016 and 2017 was $1.23 and $1.50 per share, respectively.

        The ranges of assumptions that the Company used to determine the fair value of the Series A preferred stock options granted to employees and directors were as follows:

	Year Ended December 31,
	2015	2016	2017
Risk-free interest rate	1.48% - 1.93%	1.61%	2.17%
Expected term (in years)	6.25	6.25	6.25
Expected volatility	48.55% - 50.96%	49.23%	47.42%
Expected dividend yield	0.0%	0.0%	0.0%

F-49

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

13. Equity Award Plans (Continued)

Options to Purchase Common Stock

        The following table summarizes the Company's common stock option activity since December 31, 2016 under all common stock option plans:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)
Outstanding at December 31, 2016		24,803,150		$	2.20		7.40	$	20,728
Granted		7,673,106			2.97
Exercised		(2,260,798	)		1.50
Forfeited		(1,848,890	)		2.53
Outstanding at December 31, 2017		28,366,568		$	2.44		7.16	$	17,626
Vested and expected to vest at December 31, 2017		27,352,956		$	2.43		7.10	$	17,473
Options exercisable at December 31, 2017		14,695,209		$	2.04		5.98	$	14,965

        The aggregate intrinsic value of common stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company's common stock for those stock options that had exercise prices lower than the fair value of the Company's common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2015, 2016 and 2017 was $155, $4,644 and $3,389, respectively.

        The Company received cash proceeds from the exercise of common stock options of $228, $2,057 and $3,454 during the years ended December 31, 2015, 2016 and 2017, respectively.

        The weighted-average grant-date fair value of common stock options granted during the years ended December 31, 2015, 2016 and 2017 was $1.33, $1.53 and $1.41, respectively.

        The range of assumptions that the Company used to determine the fair value of the common stock options granted to employees and directors were as follows:

	Year Ended December 31,
	2015	2016	2017
Risk-free interest rate	1.48% - 1.86%	1.31% - 1.61%	1.96% - 2.17%
Expected term (in years)	6.25	6.25	6.25
Expected volatility	48.75% - 50.96%	48.19% - 49.71%	44.8% - 47.42%
Expected dividend yield	0.0%	0.0%	0.0%

        On October 29, 2014, the Company granted to an employee restricted stock units ("RSUs") for 231,000 shares of common stock. The RSUs were to vest over four years, with 25% of the award vesting upon the first anniversary of the vesting date and as to 2.08% of the award vesting each month thereafter. However, the award would become fully vested upon an IPO or a qualified change of control event if such events occur within seven years of the grant date. The grant-date fair value of the award was $1.51 per unit, which equaled the fair value of the Company's common stock on the date of grant. The fair value of the

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CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

13. Equity Award Plans (Continued)

award was being recognized on a straight-line basis over the four-year vesting term. During the year ended December 31, 2015, the employee was terminated and the award was forfeited. The expense recorded related to the unvested portion of the award was reversed during the year ended December 31, 2015. As of December 31, 2015, 2016 and 2017, there were no RSUs outstanding.

Stock-Based Compensation

        Stock-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows:

	Year Ended December 31,
	2015		2016		2017
Cost of subscription, license and support revenue	$	103	$	184	$	403
Cost of services revenue		179		219		227
Sales and marketing expense		1,595		2,501		3,310
Research and development expense		1,585		2,035		2,506
General and administrative expense		1,446		2,417		2,510
	$	4,908	$	7,356	$	8,956

        During the years ended December 31, 2015, 2016 and 2017, the Company recorded stock-based compensation expense for options granted to non-employees of $63, $115 and $87, respectively.

        As of December 31, 2015, 2016 and 2017, total unrecognized compensation cost related to the unvested Series A preferred stock-based awards was $1,083, $840 and $871, respectively, which is expected to be recognized over weighted-average periods of 1.84 years, 1.94 years and 2.21 years, respectively.

        As of December 31, 2015, 2016 and 2017, total unrecognized compensation cost related to the unvested common stock-based awards was $14,064, $19,846 and $20,705, respectively, which is expected to be recognized over weighted-average periods of 2.92 years, 2.79 years and 2.57 years, respectively.

14. Commitments and Contingencies

Operating Leases

        The Company leases office facilities under various non-cancelable operating leases that expire at various dates between February 2018 and June 2027. Rent expense for non-cancelable operating leases with free rental periods or scheduled rent increases is recognized using the straight-line method over the term of the lease. Improvement reimbursements from landlords are amortized on a straight-line basis into rent expense over the terms of the leases. The difference between required lease payments and straight-lined rent expense is recorded as deferred rent. Rent expense related to the Company's leased office space was $2,297, $2,824 and $3,488 for the years ended December 31, 2015, 2016 and 2017, respectively.

        In December 2014, the Company entered into a lease agreement for office space located in Waltham, Massachusetts, which has a term expiring in April 2022. The lease includes provisions for increasing monthly payments and leasehold improvement reimbursements from the landlord totaling $3,382. In

F-51

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

14. Commitments and Contingencies (Continued)

connection with the lease, the Company issued an unconditional and irrevocable standby letter of credit in the amount of $1,441 as a security deposit. The irrevocable standby letter of credit was initially secured by a certificate of deposit, which renewed annually automatically. The Company recorded the certificate of deposit purchase as restricted cash in its consolidated financial statements upon its issuance and as of December 31, 2015. During the year ended December 31, 2016, the Company's financial institution no longer required the Company to maintain a certificate of deposit collateralizing the letter of credit and the $1,441 of restricted cash was released.

        In December 2015, the Company entered into an amendment to the facility lease to expand the leased space. The Company did not obtain control of the newly leased office space until May 1, 2016. The amendment included a provision for leasehold improvement reimbursements from the landlord totaling $935. The amendment did not change the April 2022 expiration date of the lease.

        During the year ended December 31, 2015, the Company also leased certain computer equipment under non-cancelable lease agreements requiring monthly rental payments. The lease agreements expired prior to the end of December 31, 2015. Rent expense incurred under these equipment lease agreements was $210 during the year ended December 31, 2015.

        The following table summarizes the future minimum lease payments due under operating leases as of December 31, 2017:

Year Ending December 31,
2018	$	4,836
2019		4,523
2020		4,547
2021		4,368
2022		1,568
Thereafter		1,176
	$	21,018

Hosting Services Agreement

        In September 2017, the Company entered a non-cancelable contractual agreement related to the hosting of our data processing, storage and other computing services. The agreement, as amended, expires in November 2020. The following table summarizes the future minimum payments committed under the hosting agreement as of December 31, 2017:

Year Ending December 31,
2018	$	16,447
2019		15,333
2020		10,667
	$	42,447

F-52

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

14. Commitments and Contingencies (Continued)

Founder Bonus Plan

        During 2010, the Company established the Founder Bonus Plan, which provides for the payment to participants of the plan of an aggregate amount not to exceed an aggregate of $400 upon a Deemed Liquidation Event. Such payments are subject to the preference rights upon a Deemed Liquidation Event of the holders of the Company's Preferred Stock and shall be payable before any payments are made to the holders of common stock.

Indemnifications

        Under the indemnification provisions of the Company's standard sales-related contracts, the Company agreed to defend end-customers against third-party claims asserting infringement of certain intellectual property rights, which may include patents, copyrights, trademarks, or trade secrets, and to pay judgments entered on such claims. The Company's exposure under these indemnification provisions is generally limited to the total amount paid by the end-customer under the agreement. However, certain agreements include indemnification provisions that could potentially expose the Company to losses in excess of the amount received under the agreement. In addition, the Company indemnifies its officers, directors and certain key employees while they are serving in good faith in their capacities. Through December 31, 2017, there have been no claims under any indemnification provisions. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2016 or 2017.

Litigation

        From time to time, and in the ordinary course of business, the Company may be subject to various claims, charges and litigation. As of December 31, 2017, the Company did not have any pending claims, charges or litigation that it expects would have a material adverse effect on its consolidated financial position, results of operations or cash flows.

15. Management Incentive Plan

        In August 2009, the Company established the Management Incentive Plan, which provided for incentive payments to be made to certain employees in the event of a Deemed Liquidation Event for their efforts towards enhancing the Company's value. The Management Incentive Plan, which was amended and restated three times between June 2010 and July 2012, allowed for the issuance of vesting units to participants in the Management Incentive Plan at the discretion of the compensation committee of the Company's board of directors. At the time of a Deemed Liquidation Event, participants in the Management Incentive Plan were to be paid an amount calculated based upon the number of vested units held at the time of the event multiplied by a target management percentage, which was to be determined based upon the total gross proceeds received in the qualifying event. The July 2012 amendment established that the Company's maximum obligation under the Management Incentive Plan was $20,000. On December 31, 2014, the Company's board of directors terminated the Management Incentive Plan and agreed to pay the participants the maximum amount of $20,000 no earlier than January 1, 2016 and no later than January 1, 2017. The obligation was permitted to be settled in cash, stock, or a combination of

F-53

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

15. Management Incentive Plan (Continued)

both at the Company's discretion. As a result, on December 31, 2014, the Company recorded an expense of $20,000 in its consolidated statement of operations and comprehensive loss and recorded a liability of $20,000 in its consolidated balance sheet related to the committed obligation.

        In January 2016, the Company's board of the directors voted to settle the outstanding obligation of $20,000 associated with the Management Incentive Plan by issuing a combination of cash and shares of the Company's common stock. In February 2016, the Company issued common stock with an aggregate fair value of $6,015, consisting of 1,921,801 shares of common stock with a fair value of $3.13 per share, and paid $13,985 in cash to settle the obligation in full. As a result of this payment, the Company had no further obligations under the Management Incentive Plan.

16. Employee Benefit Plan

        The Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis, subject to legal limitations. Company contributions to the plan may be made at the discretion of the Company's board of directors. To date, no contributions have been made to the plan by the Company.

17. Income Taxes

        The following table presents the components of income (loss) before income taxes:

	Year Ended December 31,
	2015			2016			2017
United States	$	(33,914	)	$	(45,916	)	$	(56,535	)
Foreign		(4,738	)		(829	)		786
	$	(38,652	)	$	(46,745	)	$	(55,749	)

        The following table summarizes the provision for (benefit from) income taxes:

	Year Ended December 31,
	2015		2016			2017
Current:
United States:
Federal	$	—	$	—		$	—
State		—		5			18
Foreign		—		170			91
Total current income tax provision		—		175			109
Deferred:
United States:
Federal		—		(2,151	)		(38	)
State		—		(215	)		7
Foreign		—		—			—
Total deferred income tax provision (benefit)		—		(2,366	)		(31	)
Total income tax provision (benefit)	$	—	$	(2,191	)	$	78

F-54

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

17. Income Taxes (Continued)

        During the years ended December 31, 2016 and 2017, the Company recorded an income tax benefit of $2,191 and an income tax provision of $78, respectively. During the years ended December 31, 2015, 2016 and 2017, the Company recorded no income tax benefits for the net losses incurred and the tax credits earned in each year, due to its uncertainty of realizing a benefit from those items. During the year ended December 31, 2016, an income tax benefit of $2,429 was recognized due to the release of a portion of the Company's deferred tax asset valuation allowance in connection with the acquisition of Confer (see Note 3). Of that tax benefit amount, $2,207 related to federal taxes and $222 related to state taxes. As a result of the Confer acquisition, $2,429 of the Company's pre-acquisition deferred tax assets were expected to become realizable in the post-acquisition period due to the reversal of acquired temporary differences. In this circumstance, the reduction in the Company's valuation allowance is recognized as an income tax benefit rather than as part of the accounting for the business combination.

        A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows:

	Year Ended December 31,
	2015			2016			2017
Federal statutory income tax rate		(34.0	)%		(34.0	)%		(34.0	)%
State taxes, net of federal tax benefit		(2.0	)		(2.4	)		(2.6	)
Non-deductible expenses		4.3			5.1			4.6
Tax credits		(2.9	)		(4.2	)		(4.0	)
Tax reserves		0.8			1.1			1.1
Foreign differential		1.7			0.4			(0.1	)
Change in tax rate		—			—			57.8
Other, net		0.3			0.2			(0.7	)
Change in deferred tax asset valuation allowance		31.8			29.1			(22.0	)
Effective income tax rate		0.0	%		(4.7	)%		0.1	%

        The significant reconciling items between the reported amounts of income tax expense for the year to the amount of income tax expense that would result from applying the U.S. statutory tax rate to pre-tax income include the impact of the U.S. corporate tax rate reduction enacted during the fourth quarter of 2017, state taxes, non-deductible expenses, tax credits, tax reserves for uncertain tax positions and the valuation allowance maintained against the Company's net deferred tax assets.

        On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Act") was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative deferred foreign earnings as of December 31, 2017. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued, which directs taxpayers to consider the impact of the Act as "provisional" when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act.

        As of December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the Act; however, the Company has made provisional estimates of the effects of the Act on

F-55

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

17. Income Taxes (Continued)

its existing deferred tax balances and the one-time transition tax. The Act did not have a significant impact on the Company's consolidated financial statements for the year ended December 31, 2017 as a result of the valuation allowance maintained against the Company's U.S. deferred tax assets. However, the Company's provisional estimate associated with the reduction in the U.S. federal corporate tax rate from 35% to 21% impacted the change in valuation allowance and tax rate change components of the Company's effective tax rate reconciliation as well as its ending deferred tax assets, deferred tax liabilities and valuation allowance in the deferred tax footnote disclosure. The Company has an accumulated deficit from its foreign operations and does not have a transition tax associated with deferred foreign earnings related to the Act. The ultimate impact of the Act may differ from these provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made and additional regulatory guidance that may be issued. The Company's accounting treatment is expected to be complete in the fourth quarter of 2018.

        A valuation allowance is provided when it is more likely than not that all or a portion of the deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. The Company maintains a valuation allowance against its net U.S. and foreign deferred tax assets as a result of the negative evidence associated with its history of operating losses.

        Deferred tax assets and liabilities reflect the net tax effects of net operating loss carryovers and temporary differences between the carrying amount of assets and liabilities for financial reporting and the

F-56

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

17. Income Taxes (Continued)

amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities were as follows:

	December 31,
	2016			2017
Deferred tax assets:
Net operating loss carryforwards	$	68,821		$	58,183
Capitalized research and development		2,331			1,145
Tax credit carryforwards		4,575			6,418
Deferred revenue		4,635			3,429
Accrued compensation		2,004			1,830
Stock compensation		3,826			3,189
Deferred rent		1,638			904
Other		368			153
Total deferred tax assets		88,198			75,251
Deferred tax liabilities:
Intangible assets		(1,938	)		(1,011	)
Deferred commissions		(918	)		(1,244	)
Property and equipment		(864	)		(237	)
Other		—			(34	)
Total deferred tax liabilities		(3,720	)		(2,526	)
Valuation allowance		(84,542	)		(72,758	)
Net deferred tax liabilities	$	(64	)	$	(33	)

        As of December 31, 2017, the Company had federal and state net operating loss carryforwards of $231,012 and $153,816, respectively. These carryforwards begin to expire in 2023 and 2018, respectively. As of December 31, 2017, the Company had federal and state research and development credit carryforwards of $4,244 and $2,380, respectively. These carryforwards begin to expire in 2026 and 2021, respectively. As of December 31, 2017, the Company had foreign net operating loss carryforwards of $4,741. Of this amount, carryforwards of $1,100 expire in 2036 and carryforwards of $3,641 do not expire.

        As of January 1, 2017, the Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") pursuant to which previously unrecognized excess tax benefits are recognized on a modified retrospective basis. Upon adoption of ASU 2016-19 on January 1, 2017, the Company recorded a $491 deferred tax asset related to unrecognized excess tax benefits and a corresponding reduction to accumulated deficit. In addition, due to the Company's full valuation allowance, the Company also recorded a $491 increase to its valuation allowance and a corresponding increase to accumulated deficit.

        The Company recognizes a deferred tax asset for the future benefit of tax loss carryforwards, tax credit carryforwards, and other deductible temporary differences to the extent that it is more likely than not that these assets will be realized. In evaluating the Company's ability to recover these deferred tax assets, the Company considers all available positive and negative evidence, including its past operating results, taxable income in carryback years, the projected reversal of existing deferred tax liabilities, the

F-57

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

17. Income Taxes (Continued)

availability of tax planning strategies and its forecast of future taxable income. Based on the significant negative evidence, including the three-year cumulative loss position, the Company concluded that its net deferred tax assets were not more likely than not realizable and maintained a valuation allowance against the full amount of its net deferred tax assets at December 31, 2016 and 2017.

        Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2015, 2016 and 2017 were as follows:

	Year Ended December 31,
	2015		2016			2017
Valuation allowance at beginning of year	$	52,714	$	65,000		$	84,542
Decreases recorded as benefit to income tax provision		—		(2,429	)		(12,275	)
Increases recorded to income tax provision		12,286		15,942			—
Decreases related to foreign exchange		—		(192	)		—
Increases recorded in purchase accounting		—		6,221			—
Increase recorded to accumulated deficit		—		—			491
Valuation allowance at end of year	$	65,000	$	84,542		$	72,758

        The valuation allowance decreased by $11,784 during the year ended December 31, 2017. The decrease in valuation allowance was primarily the result of the impact of the U.S. corporate tax rate reduction enacted during 2017, which resulted in the Company remeasuring its deferred tax assets and liabilities at the lower 21% U.S. federal corporate tax rate and a corresponding reduction in the valuation allowance. This reduction was partially offset by the valuation allowance established in 2017 related to U.S. and foreign operating losses incurred and tax credits generated during the year.

        The valuation allowance increased by $19,542 during the year ended December 31, 2016, primarily as a result of the U.S. and foreign operating losses incurred and research and development tax credit carryforwards generated during the year. As a component of that net increase, the Company released $2,429 of valuation allowance during the year ended December 31, 2016 as a result of taxable temporary differences acquired in the Confer acquisition, which were a source of income to support the realization of the deferred tax assets in future years. In addition, the Company recorded a valuation allowance of $6,221 in purchase accounting against acquired Confer deferred tax assets.

        Under Sections 382 and 383 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation's ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. In general, an ownership change generally occurs if there is a cumulative change in its ownership by 5% stockholders that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under U.S. state tax laws. The Company may have experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in its share capital, some of which may be outside of the control of the Company. As a result, if the Company earns net taxable income, its ability to use its pre-change net operating loss carryforwards, or other pre-change tax attributes, to offset U.S. federal and state taxable income and taxes may be subject to significant limitations.

        In the ordinary course of business, there is inherent uncertainty in quantifying the Company's income tax positions. The Company assesses income tax positions and records tax benefits for all years subject to

F-58

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

17. Income Taxes (Continued)

examination based upon management's evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, the Company recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions for which it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the consolidated financial statements.

        At December 31, 2016, the Company had $2,025 of gross unrecognized tax benefits, none of which, if recognized, would impact the Company's tax rate or tax provision. At December 31, 2017, the Company had $2,754 of gross unrecognized tax benefits, none of which, if recognized, would impact the Company's tax rate or tax provision.

        A reconciliation of gross unrecognized tax benefit is as follows:

	Year Ended December 31,
	2015		2016		2017
Unrecognized tax benefits at the beginning of year	$	890	$	1,250	$	2,025
Additions for tax positions related to the current year		360		579		729
Increases related to acquired tax positions		—		196		—
Unrecognized tax benefits at the end of year	$	1,250	$	2,025	$	2,754

        The Company accounted for uncertain tax positions using a more likely than not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. For the years ended December 31, 2015, 2016 and 2017, there were no accrued interest or penalties in the consolidated statements of operations and comprehensive loss. The Company does not anticipate any significant changes in the next twelve months associated with its liability for unrecognized tax benefits.

        The Company is subject to taxation in the United States as well as multiple foreign jurisdictions. At December 31, 2017, the Company is generally no longer subject to examination by taxing authorities in the United States for years prior to 2014. However, net operating loss carryforwards in the United States may be subject to adjustments by taxing authorities in future years in which they are utilized. The Company's foreign subsidiaries remain open to examination by taxing authorities in each such country from 2015 onward.

        The Company's significant foreign subsidiaries have incurred losses since inception, and the Company had immaterial undistributed earnings as of December 31, 2017.

F-59

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

18. Net Loss per Share and Unaudited Pro Forma Net Loss per Share

Net Loss per Share

        Basic and diluted net loss per share attributable to common stockholders was calculated as follows:

	Year Ended December 31,
	2015			2016			2017
Numerator:
Net loss	$	(38,652	)	$	(44,554	)	$	(55,827	)
Accretion of preferred stock to redemption value		(24,979	)		(3,569	)		(28,056	)
Net loss attributable to common stockholders	$	(63,631	)	$	(48,123	)	$	(83,883	)
Denominator:
Weighted-average number of common shares outstanding—basic and diluted		10,497,674			16,460,676			20,765,402
Net loss per share attributable to common stockholders—basic and diluted	$	(6.06	)	$	(2.92	)	$	(4.04	)

        The Company's potential dilutive securities, which include stock options, redeemable convertible and convertible preferred stock, and warrants to purchase common stock and preferred stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

	Year Ended December 31,
	2015		2016		2017
Options to purchase common stock		20,542,271		24,803,150		28,366,568
Options to purchase Series E-1 preferred stock		1,675,683		1,675,683		1,675,683
Warrants to purchase common stock		212,500		212,500		212,500
Warrants to purchase redeemable convertible preferred stock		405,258		405,258		335,000
Redeemable convertible preferred stock (as converted to common stock)		72,185,335		88,450,282		88,741,194
		95,021,047		115,546,873		119,330,945

        The table above excludes shares of common stock issuable upon the conversion of Series A preferred stock and upon the exercise of options to purchase shares of Series A preferred stock as such shares are only convertible into common stock upon the closing of a qualified IPO (see Note 10). The table also excludes shares of common stock issuable upon the exercise of the Company's liability-classified common stock warrant as the warrant is only exercisable upon the closing of an IPO (see Note 12).

F-60

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

18. Net Loss per Share and Unaudited Pro Forma Net Loss per Share (Continued)

Unaudited Pro Forma Net Loss per Share

        Unaudited pro forma basic and diluted net loss per share attributable to common stockholders for the year ended December 31, 2017 has been prepared to give effect to the following events as if the proposed IPO had occurred on the later of January 1, 2017 or the issuance date of the redeemable convertible or convertible preferred stock: (i) the automatic conversion of all outstanding shares of redeemable convertible and convertible preferred stock into 91,699,660 shares of common stock; (ii) the outstanding warrants to purchase preferred stock becoming warrants to purchase 335,000 shares of common stock and (iii) the assumed exercise of an outstanding warrant to purchase 937,212 shares of common stock, which will become exercisable upon the closing of an IPO at an exercise price of $0.001 per share (see Note 12).

        Unaudited pro forma basic and diluted net loss per share attributable to common stockholders was calculated as follows:

	Year Ended December 31, 2017
	(unaudited)
Numerator:
Net loss attributable to common stockholders	$	(83,883	)
Change in fair value of warrant liability		810
Accretion of preferred stock to redemption value		28,056
Pro forma net loss attributable to common stockholders	$	(55,017	)
Denominator:
Weighted-average common shares outstanding—basic and diluted		20,765,402
Pro forma adjustment for assumed automatic conversion of preferred stock		91,368,180
Pro forma adjustment for assumed exercise of common stock warrant		937,212
Pro forma weighted-average common shares outstanding—basic and diluted		113,070,794
Pro forma net loss per share attributable to common stockholders—basic and diluted	$	(0.49	)

19. Related Party Transactions

Service Agreements with Red Canary, Kyrus Tech and Disruptive Solutions

        In August 2014, the Company entered into a partner alliance agreement and a managed security service provider addendum (the "MSSP agreement") with Red Canary, Inc. ("Red Canary") pursuant to which Red Canary agreed to market and resell the Company's products. In addition, in June 2015, the Company entered into a technical services agreement with Red Canary pursuant to which Red Canary provides managed threat detection services. One of the Company's executive officers is a member of the board of directors and a stockholder of Kyrus Holdings, Inc., an entity that controls Legion Capital, LLC, a stockholder of the Company that controls Red Canary. For the years ended December 31, 2015, 2016 and 2017, the Company recognized revenue of $84, $314 and $808, respectively, in connection with the MSSP agreement. For the year ended December 31, 2015, the Company received invoices totaling $61 and recorded general and administrative expenses of $35 in connection with the technical services agreement. For the year ended December 31, 2016, the Company received invoices totaling $104 and recorded general

F-61

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

19. Related Party Transactions (Continued)

and administrative expenses of $80 in connection with the technical services agreement. For the year ended December 31, 2017, the Company received invoices totaling $105 and recorded general and administrative expenses of $105 in connection with the technical services agreement. As of December 31, 2016 and 2017, amounts due from Red Canary totaled $112 and $183, respectively, and no amounts were due to Red Canary. During the years ended December 31, 2015, 2016 and 2017, amounts received by the Company from Red Canary totaled $75, $321 and $872, respectively. During the years ended December 31, 2015, 2016 and 2017, amounts paid by the Company to Red Canary totaled $61, $104 and $105, respectively.

        In September 2014, the Company entered into a technical services agreement with Kyrus Tech, Inc. ("Kyrus Tech") for consulting services. One of the Company's executive officers is a member of the board of directors and a stockholder of Kyrus Holdings, Inc., an entity that controls Legion Capital, LLC, a stockholder of the Company that controls Kyrus Tech. For the years ended December 31, 2015, 2016 and 2017, the Company recorded general and administrative expenses of $45, $103 and $1, respectively, and research and development expenses of $40, $0 and $0, respectively, in connection with this agreement. For the year ended December 31, 2017, the Company recorded sales and marketing expenses of $7. As of December 31, 2016 and 2017, amounts due to Kyrus Tech totaled $50 and $1, respectively. During the years ended December 31, 2015, 2016 and 2017, amounts paid by the Company to Kyrus Tech totaled $188, $53 and $58, respectively.

        In February 2016, the Company entered into a technical services agreement with Disruptive Solutions LLC ("Disruptive Solutions") pursuant to which Disruptive Solutions provides various managed threat detection services on some of the Company's computer systems. One of the Company's executive officers is a member of the board of directors and a stockholder of Kyrus Holdings, Inc., an entity that controls Legion Capital, LLC, a stockholder of the Company that controls Disruptive Solutions. The Company recorded general and administrative expenses of $31 and $29 cost of subscription, license and support of $40 and $0 in connection with this agreement for the years ended December 31, 2016 and 2017, respectively. As of December 31, 2016 and 2017, amounts due to Disruptive Solutions totaled $40 and $0, respectively. During the years ended December 31, 2016 and 2017, amounts paid by the Company to Disruptive Solutions totaled $31 and $68, respectively.

Subscription Agreement with Jive Software

        In March 2014, the Company entered into a subscription agreement with Jive Software, Inc. ("Jive Software") pursuant to which Jive Software provides cloud-based subscriptions for software products. A member of the Company's board of directors, who was appointed in December 2015, served as the Executive Chairman of Jive Software from 2014 to June 2017. For the year ended December 31, 2016, the Company received invoices totaling $391 and recorded general and administrative expenses of $139 and cost of subscription, license and support of $203 in connection with this agreement. For the year ended December 31, 2017, the Company received invoices totaling $386 and recorded general and administrative expenses of $172 and cost of subscription, license and support of $254 in connection with this agreement. During the years ended December 31, 2016 and 2017, amounts paid by the Company to Jive Software totaled $378 and $398, respectively. As of December 31, 2016 and 2017, amounts due to Jive Software totaled $13 and $0, respectively.

F-62

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

19. Related Party Transactions (Continued)

Objective Logistics and VisiTrend Acquisitions

        During the year ended December 31, 2015, the Company acquired substantially all of the assets of Objective Logistics and VisiTrend (see Notes 3 and 10). A principal stockholder of each acquired company was the Company's largest stockholder at the time of each acquisition. These acquisitions were approved by the Company's board of directors, with the board member representing the controlling stockholder of each acquired company abstaining from the vote to approve each transaction.

20. Subsequent Events

        The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. For its consolidated financial statements as of December 31, 2017 and for the year then ended, the Company evaluated subsequent events through March 16, 2018, the date on which those financial statements were issued.

Increase to Shares Reserved for Issuance under the 2012 Stock Option Plan

        In January 2018, the Company effected an increase in the number of shares of common stock reserved for issuance under the 2012 Stock Option Plan from 34,031,086 shares to 37,781,086 shares (see Note 13).

Grants of Stock Options and Restricted Stock Units

        In January 2018, the Company granted options to purchase an aggregate of 3,608,225 shares of common stock, at an exercise price of $3.73 per share, and options to purchase an aggregate of 195,312 shares of Series A preferred stock, at an exercise price of $3.60 per share, to employees as compensation for future services to the Company. The options vest over a term of four years.

        In January 2018, the Company granted restricted stock units that may be settled for an aggregate of 789,000 shares of common stock to employees and directors as compensation for future services to the Company. The restricted stock units vest over terms of one to four years from date of grant, subject to the closing of an initial public offering of the Company's common stock.

21. Subsequent Events (Unaudited)

Grants of Stock Options and Restricted Stock Units

        The aggregate grant-date fair value of the options and restricted stock units granted by the Company in January 2018 (see Note 20) was $9,541, which is expected to be recognized as stock-based compensation expense over a weighted-average period of 3.57 years.

Litigation

        On March 21, 2018, Finjan, Inc. ("Finjan") filed a complaint in the U.S. District Court for the Northern District of California alleging that the Company's products and services infringe at least four U.S. patents purportedly owned by Finjan, seeking, among other things, a judgment holding that the Company has infringed four asserted patents, a preliminary and permanent injunction preventing alleged continued infringement of one of the asserted patents, past damages not less than a reasonable royalty,

F-63

CARBON BLACK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share amounts)

21. Subsequent Events (Unaudited) (Continued)

enhanced damages for alleged willful infringement, costs and reasonable attorneys' fees, and pre- and post-judgment interest. While the Company does not believe the complaint has merit, on April 6, 2018, the Company entered into a settlement agreement with Finjan, resolving all claims made pursuant to the complaint. In connection with the settlement agreement, the Company accrued a liability of $3,900, reflecting the aggregate amount of payments to be made to Finjan pursuant to the settlement, all of which will be paid in 2018.

F-64

INDEPENDENT AUDITOR'S REPORT

Board of Directors
Confer Technologies, Inc.
Southborough, Massachusetts

Report on the Financial Statements

        We have audited the accompanying consolidated financial statements of Confer Technologies, Inc. (the Company), which comprise the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the years then ended and the related notes to the consolidated financial statements, (collectively, financial statements).

Management's Responsibility for the Financial Statements

        Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

        Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

        An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

        We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Confer Technologies, Inc. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ RSM US LLP

Boston, Massachusetts
July 13, 2016

F-65

CONFER TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
							March 31, 2016
	2014			2015
							(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	2,709,737		$	15,344,071		$	14,006,743
Accounts receivable		—			1,511,402			475,489
Prepaid expenses and other current assets		76,728			727,484			716,677
Total current assets		2,786,465			17,582,957			15,198,909
Property and equipment, net		—			57,881			194,320
Capitalized software development costs, net		119,231			—			56,800
Total assets	$	2,905,696		$	17,640,838		$	15,450,029
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	14,410		$	412,067		$	280,623
Accrued expenses and other current liabilities		256,987			872,959			450,414
Deferred revenue, current portion		59,235			2,018,703			2,309,318
Total current liabilities		330,632			3,303,729			3,040,355
Deferred revenue, net of current portion		43,750			73,032			59,380
Total liabilities		374,382			3,376,761			3,099,735
Commitments and contingencies (Note 13)
Stockholders' equity:
Series A convertible preferred stock, $0.0001 par value; 7,176,370 shares authorized, issued and outstanding at December 31, 2014 and 2015 and March 31, 2016 (unaudited) (liquidation preference of $8,000,002 at December 31, 2015 and March 31, 2016 (unaudited))		718			718			718
Series B convertible preferred stock, $0.0001 par value; 0 shares authorized, issued and outstanding at December 31, 2014; 6,029,865 shares authorized, issued and outstanding at December 31, 2015 and March 31, 2016 (unaudited); (liquidation preference of $16,999,998 at December 31, 2015 and March 31, 2016 (unaudited))		—			603			603
Common stock, $0.0001 par value; 14,823,630, 22,000,000 and 22,000,000 shares authorized as of December 31, 2014 and 2015 and March 31, 2016 (unaudited), respectively; 5,038,786, 5,283,669 and 5,283,669 shares issued and outstanding at December 31, 2014 and 2015 and March 31, 2016 (unaudited), respectively		504			528			528
Additional paid-in capital		8,202,415			25,582,545			25,678,166
Accumulated deficit		(5,672,323	)		(11,320,317	)		(13,329,721	)
Total stockholders' equity		2,531,314			14,264,077			12,350,294
Total liabilities and stockholders' equity	$	2,905,696		$	17,640,838		$	15,450,029

See notes to consolidated financial statements.

F-66

CONFER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,						Three Months Ended March 31,
	2014			2015			2015			2016
							(unaudited)
Revenue	$	35,990		$	674,953		$	58,336		$	729,385
Cost of revenue		145,366			699,533			53,397			403,245
Gross margin		(109,376	)		(24,580	)		4,939			326,140
Operating expenses:
Research and development		2,115,945			2,710,687			574,413			954,204
Sales and marketing		781,498			1,980,331			351,431			1,129,188
General and administrative		455,212			745,769			139,103			266,680
Total operating expenses		3,352,655			5,436,787			1,064,947			2,350,072
Loss from operations		(3,462,031	)		(5,461,367	)		(1,060,008	)		(2,023,932	)
Other income (expense):
Interest income		983			6,391			188			14,528
Interest expense		—			(193,018	)		—			—
Total other income (expense)		983			(186,627	)		188			14,528
Net loss	$	(3,461,048	)	$	(5,647,994	)	$	(1,059,820	)	$	(2,009,404	)

See notes to consolidated financial statements.

F-67

CONFER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock
									Common Stock
													Additional Paid-in Capital		Accumulated Deficit			Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Shares		Amount
Balances at December 31, 2013		7,176,370	$	718		—	$	—		4,725,494	$	473	$	8,043,342	$	(2,211,275	)	$	5,833,258
Issuance of common stock upon exercise of options, net of $54,767 refundable deposit on early exercise (Note 9)		—		—		—		—		313,292		31		10,993		—			11,024
Stock-based compensation expense		—		—		—		—		—		—		147,554		—			147,554
Reclassification of refundable deposit on early exercised options upon vesting		—		—		—		—		—		—		526		—			526
Net loss		—		—		—		—		—		—		—		(3,461,048	)		(3,461,048	)
Balances at December 31, 2014		7,176,370		718		—		—		5,038,786		504		8,202,415		(5,672,323	)		2,531,314
Gain on extinguishment of 2015 Notes		—		—		—		—		—		—		177,676		—			177,676
Issuance of Series B convertible preferred stock upon conversion of 2015 Notes		—		—		567,515		57		—		—		1,599,943		—			1,600,000
Issuance of Series B convertible preferred stock; net of issuance costs of $88,020		—		—		5,462,350		546		—		—		15,311,437		—			15,311,983
Issuance of common stock upon exercise of options, net of $23,006 refundable deposit on early exercise (Note 9)		—		—		—		—		244,883		24		28,395		—			28,419
Stock-based compensation expense		—		—		—		—		—		—		245,080		—			245,080
Reclassification of refundable deposit on early exercised options upon vesting		—		—		—		—		—		—		17,599		—			17,599
Net loss		—		—		—		—		—		—		—		(5,647,994	)		(5,647,994	)
Balances at December 31, 2015		7,176,370		718		6,029,865		603		5,283,669		528		25,582,545		(11,320,317	)		14,264,077
Reclassification of refundable deposit on early exercised options upon vesting (unaudited)		—		—		—		—		—		—		1,212		—			1,212
Stock-based compensation expense (unaudited)		—		—		—		—		—		—		94,409		—			94,409
Net loss (unaudited)		—		—		—		—		—		—		—		(2,009,404	)		(2,009,404	)
Balances at March 31, 2016 (unaudited)		7,176,370	$	718		6,029,865	$	603		5,283,669	$	528	$	25,678,166	$	(13,329,721	)	$	12,350,294

See notes to consolidated financial statements.

F-68

CONFER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,						Three Months Ended March 31,
	2014			2015			2015			2016
							(unaudited)
Cash flows from operating activities:
Net loss	$	(3,461,048	)	$	(5,647,994	)	$	(1,059,820	)	$	(2,009,404	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		119,231			121,993			29,808			8,590
Noncash interest expense		—			177,676			—			—
Stock-based compensation expense		147,554			245,080			55,346			94,409
Changes in operating assets and liabilities:
Accounts receivable		—			(1,511,402	)		(5,000	)		1,035,913
Prepaid expenses and other current assets		(67,352	)		(650,756	)		3,317			10,808
Accounts payable		12,310			397,657			24,724			(131,444	)
Accrued expenses and other current liabilities		75,634			614,341			(129,505	)		(421,332	)
Deferred revenue		102,985			1,988,750			115,689			276,963
Net cash used in operating activities		(3,070,686	)		(4,264,655	)		(965,441	)		(1,135,497	)
Cash flows from investing activities:
Purchases of property and equipment		—			(60,643	)		—			(145,031	)
Capitalized software development costs		—			—			—			(56,800	)
Net cash used in investing activities		—			(60,643	)		—			(201,831	)
Cash flows from financing activities:
Proceeds from issuance of Series B Preferred Stock, net of issuance costs		—			15,311,983			—			—
Proceeds from issuance of 2015 Notes		—			1,600,000			—			—
Proceeds from exercise of stock options		65,791			47,649			10,913			—
Net cash provided by financing activities		65,791			16,959,632			10,913			—
Net increase (decrease) in cash and cash equivalents		(3,004,895	)		12,634,334			(954,528	)		(1,337,328	)
Cash and cash equivalents at beginning of period		5,714,632			2,709,737			2,709,737			15,344,071
Cash and cash equivalents, end of period	$	2,709,737		$	15,344,071		$	1,755,209		$	14,006,743
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	—		$	15,432		$	—		$	—
Income taxes	$	—		$	—		$	—		$	—
Supplemental disclosure of noncash financing information:
Issuance of Series B Preferred Stock upon conversion of 2015 Notes	$	—		$	1,600,000		$	—		$	—
Reclassification of refundable deposit on early exercised options upon vesting	$	526		$	17,599		$	3,456		$	1,212

See notes to consolidated financial statements.

F-69

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 1. Nature of Business

        Overview:    Confer Technologies, Inc. (the "Company") is a provider of next-generation endpoint detection and response through its cloud-based converged endpoint security platform, an adaptive defense that integrates prevention, detection and incident response for endpoints, servers and cloud workloads. The patented technology disrupts cyber-attacks while collecting a rich history of endpoint behavior to support post-incident response and remediation. The Company's software-as-a-service offering is sold primarily to enterprise customers which enables them to proactively detect, prevent and investigate attacks on the endpoint with a simple-to-use, integrated solution.

        The Company was incorporated under the laws of the state of Delaware in November 2011 as Scargo, Inc. and in December 2013 changed its name to Confer Technologies, Inc. The Company is headquartered in Southborough, Massachusetts and also maintains a sales office in Boston, Massachusetts. The Company has a wholly owned subsidiary in Malaysia, which was incorporated in October 2015 and commenced operations in January 2016. No intercompany transactions or operational activities were recorded on the accounts of the wholly owned subsidiary through December 2015. All intercompany transactions as of March 31, 2016 have been eliminated in consolidation.

        The Company is subject to a number of risks similar to other companies in the high technology industry, including, but not limited to, protection of proprietary technology, dependence on key personnel, lack of marketing and sales history and the need for additional funding.

        On May 31, 2016, the Company entered into an Agreement and Plan of Merger and Reorganization in which the Company was acquired by Carbon Black, Inc. (Note 14).

Note 2. Summary of Significant Accounting Policies

        Basis of presentation:    The accompanying financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board ("FASB"). The FASB sets generally accepted accounting principles ("GAAP") that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by FASB in these notes to the financial statements are to the FASB Accounting Standards Codification ("ASC").

        The accompanying balance sheet as of March 31, 2016, statements of operations, cash flows and statement of changes in stockholders' equity for the three months ended March 31, 2015 and 2016, are unaudited. The interim unaudited consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for the fair presentation of the Company's financial position as of March 31, 2016, and the results of its operations and its cash flows for the three months ended March 31, 2015 and 2016. The financial data and other information disclosed in these notes related to the three months ended March 31, 2015 and 2016 and as of March 31, 2016, are unaudited. The results for the three months ended March 31, 2016, are not indicative of results to be expected for any other interim periods or any future year or period.

        Fiscal year:    The Company's fiscal year ends on December 31^st of each calendar year.

        Use of estimates:    The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

F-70

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue, cost of revenue, and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, the valuation of stock based awards, the valuation allowances for deferred tax assets, the valuation of common stock, and the useful lives of capitalized assets. Estimates are periodically reviewed in light of changes in circumstances. Actual results could differ from those estimates.

        Cash equivalents:    The Company considers all highly liquid investments maturing within 90 days from the date of purchase to be the equivalent of cash for the purpose of balance sheet and statement of cash flows presentation. Cash equivalents, consisting of money market accounts, are stated at fair value (see Note 3).

        Fair value measurements:    Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1:	Quoted prices in active markets for identical assets or liabilities.
Level 2:	Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3:	Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

        The Company's cash equivalents are carried at fair value according to the fair value hierarchy described above. The carrying values of the Company's accounts receivable, accounts payable and accrued expenses approximate their fair value due to their short-term nature.

        Accounts receivable:    Accounts receivable represent trade receivables from customers when the Company has invoiced for software subscriptions and/or services and it has not yet received payment.

        Concentrations of credit risk and significant customers:    Financial instruments that potentially expose the Company to concentrations of credit risk include cash, cash equivalents and accounts receivable. The Company maintains substantially all of its cash and cash equivalents with a single financial institution that management believes is of high credit quality. To manage credit risk related to accounts receivable, the Company evaluates the creditworthiness of its customers and maintains allowances, to the extent necessary, for potential credit losses based upon the aging of its accounts receivable balances and known collection issues. The Company has not experienced any significant credit losses to date and no

F-71

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

allowance for doubtful accounts has been recorded as of December 31, 2014 and 2015 and as of March 31, 2016.

        For the year ended December 31, 2014, two customers comprised 74% and 17% of the Company's revenue, respectively. As of December 31, 2015 and March 31, 2016, one customer comprised 93% and 86% of accounts receivable, respectively. For the year ended December 31, 2015, three customers comprised 17%, 13% and 10% of the Company's revenue, respectively. For the three months ended March 31, 2015, three customers comprised 30%, 21% and 11% of the Company's revenue, respectively. For the three months ended March 31, 2016, two customers comprised 44% and 16% of the Company's revenue, respectively.

        Property and equipment:    Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets, which range from two to five years. Leasehold improvements are amortized over the lesser of the term of the lease or the useful life of the asset. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is included in the determination of net income or loss. To date, there have been no disposals or retirements of capitalized assets. Maintenance and repair expenditures are charged to expense as incurred.

        Research and development and internal-use software:    Research and development costs are expensed as incurred, except for certain costs which are capitalized in connection with the development of the Company's internal-use software related to its converged endpoint security platform. The Company capitalizes certain costs incurred to develop significant functionality for this software as well as certain upgrades and enhancements that are expected to result in increased functionality. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing performed to ensure the product is ready for its intended use. Maintenance and training costs are expensed as incurred. Capitalized internal-use software costs are amortized on a straight-line basis over an estimated useful life of two years. Amortization expense for internal-use software is included in cost of revenue in the consolidated statements of operations.

        Impairment of long-lived assets:    Long-lived assets include property and equipment and capitalized internal-use software development costs. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. If such indicators are present, the Company determines whether the aggregate of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amount, and if so, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. To date, no such impairment has occurred.

        Advertising costs:    Advertising costs are expensed as incurred and are included in sales and marketing expense in the consolidated statements of operations. During the years ended December 31, 2014 and 2015, advertising costs were $16,139 and $47,120, respectively. During the three months ended March 31, 2015 and 2016, advertising costs were $1,620 and $21,034, respectively.

F-72

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

        Revenue recognition:    The Company generates revenue from subscription sales of its advanced threat detection and incident response software (collectively "subscription services"), paid trials and, to a much lesser extent, related professional services including deployment, consulting, and training services (collectively, "professional services"). Subscription services include access to the Company's cloud-based user interface and analytics platform and endpoint protection for a designated number of users or devices deployed through a downloadable sensor, as well as related support.

        The Company's hosting arrangements do not provide the customer the right to take possession of the software and it is not feasible for customers to run the software without further utilization of the hosting services offered by the Company. Accordingly, arrangement are outside the scope of revenue recognition guidance under ASC Topic 985-605 Software Revenue Recognition and the entire arrangement is accounted for as a service contract in accordance with the provisions of the multiple-element arrangements guidance in ASC 605-25, Revenue Recognition Multi Element Arrangements. The Company recognizes revenue from the sale of subscription services ratably over the subscription term, provided that persuasive evidence of an arrangement exists, delivery to the customer has occurred, the fee is fixed or determinable, and collectability is reasonably assured. The Company does not recognize revenue in excess of the amounts which it has the right to invoice in an annual subscription year. Subscription terms are generally one to three years, and payment is generally due in advance of the subscription term, and for some multi-year subscriptions, annually in advance.

        Revenues from paid trials are recognized at the conclusion of the trial, provided that persuasive evidence of an arrangement exists, delivery to customers has occurred, the fee is fixed or determinable, and collectability is reasonably assured. Trial period terms for paid trials are generally less than one year and payment is due in advance of the trial term.

        In some instances, revenue is generated under sales agreements with multiple elements, comprised of subscription services and related professional services. The Company evaluates each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company's control. Subscription services have standalone value because they are routinely sold separately by the Company. The Company has determined that certain professional services lack standalone value because they are not sold on a standalone basis and can only be provided by the Company in conjunction with the sale of its subscription services; however, certain professional services which can be provided by other vendors have standalone value. As a result, the consideration allocated to both the subscription services and the professional services without standalone value is recognized ratably on a straight-line basis over the subscription term upon completion of the professional services and once a customer's subscription period has commenced. There were no such arrangements in 2014 or 2015 or in the three months ended March 31, 2016. Consideration allocated to those professional services determined to have standalone value is recognized as the services are performed.

        Sales taxes collected from customers and remitted to government authorities are excluded from revenue. Deferred revenue primarily consists of the unearned portion of billed subscription services for which the subscription period has commenced, paid trials and professional services. Deferred revenue not expected to be recognized within the next twelve months is reported as long-term deferred revenue.

F-73

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

Amounts that have not been invoiced for certain multi-year contracts are not reflected in the Company's consolidated financial statements.

        Deferred commissions:    The Company capitalizes commission costs that are incremental and directly related to the acquisition of customer agreements. Commissions are earned by the Company's sales force upon the receipt of customer orders for new arrangements or renewals and are paid in full upon the receipt of customer payments. Commission costs are capitalized when earned and are amortized as expense over the same period that the revenue is recognized for the related non-cancelable customer agreement in proportion to the recognition of the revenue. Commission costs capitalized as deferred commissions as of December 31, 2014 and 2015 were $39,681 and $442,468, respectively, and as of March 31, 2016 was $411,580, and are included in prepaid expenses and other current assets in the consolidated balance sheets. Amortization of deferred commissions during the years ended December 31, 2014 and 2015 totaled $6,485 and $85,204, respectively, and during the three months ended March 31, 2015 and 2016 totaled $9,852 and $109,218, respectively, and is included in sales and marketing expense in the consolidated statements of operations.

        Income taxes:    Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A valuation allowance against deferred tax assets is recorded, based upon the available evidence, if it is more likely than not that some or all of the deferred tax assets will not be realized.

        The Company assesses its income tax positions and records tax benefits based upon management's evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions for which it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. The unrecognized tax benefits are currently presented as a reduction to the deferred tax assets in the financial statements, unless the uncertainty is expected to be resolved within one year. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense.

        To date, the Company has yet to recognize any tax benefits and has provided a full valuation allowance against its deferred tax assets.

        The Company has early adopted the provisions within Accounting Standards Update ("ASU") 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17") for all periods presented. This ASU requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. As a result of a full valuation allowance, the adoption had no effect on the accompanying consolidated balance sheets.

        Foreign currency translation:    The functional currency of the Company's subsidiary in Malaysia is the United States dollar. The assets and liabilities of the Company's subsidiary are translated at period-end rates of exchange, and the consolidated statement of operations accounts are translated at weighted-

F-74

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

average rates of exchange for the period. Foreign currency transaction gains and losses are included in gain or loss on foreign currency transactions in the period in which the transaction occurs and were immaterial during the three months ended March 31, 2016.

        Stock-based compensation:    The Company measures all stock options granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options with only service based vesting conditions and records the expense for these awards using the straight-line method. The Company measures stock-based awards granted to consultants and non-employees based on the fair value of the award on the date on which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company's common stock and updated assumption inputs in the Black-Scholes option-pricing model.

        The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model, which uses volatility, expected term, risk-free interest rate and dividend yield as input assumptions. As the Company is a private company and lacks company-specific historical and implied volatility information for its stock, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer. The expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

        Recently issued accounting pronouncements:    In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. The guidance will also require that certain contract costs incurred to obtain or fulfill a contract, such as sales commissions, be capitalized as an asset and amortized as revenue is recognized. Adoption of the new rules could affect the timing of both revenue recognition and recognition of contract costs for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09. For the Company, the new standard will be effective January 1, 2019, with early adoption permitted on January 1, 2017. The Company is currently evaluating the impact of adoption and the implementation approach to be used.

F-75

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 2. Summary of Significant Accounting Policies (Continued)

        In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The amendments in this update will explicitly require a company's management to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The new standard will be effective in the first annual period ending after December 15, 2016. Early application is permitted. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements.

        In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. This ASU provides guidance about whether a cloud computing arrangement includes a software license and how to account for the license under each scenario. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. A reporting entity may apply the guidance prospectively to all arrangements entered into or materially modified after the effective date, or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company does not believe that the adoption of this standard will have a material impact on its consolidated financial statements.

        In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of the new standard on its consolidated financial statements.

Note 3. Fair Value Measurements

        The following tables present information about the Company's financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values:

	Fair Value Measurements as of December 31, 2014 Using:
	Level 1		Level 2		Level 3		Total
Cash equivalents	$	2,479,025	$	—	$	—	$	2,479,025
	$	2,479,025	$	—	$	—	$	2,479,025

	Fair Value Measurements as of December 31, 2015 Using:
	Level 1		Level 2		Level 3		Total
Cash equivalents	$	15,119,339	$	—	$	—	$	15,119,339
	$	15,119,339	$	—	$	—	$	15,119,339

F-76

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 3. Fair Value Measurements (Continued)

	Fair Value Measurements as of March 31, 2016 Using:
	Level 1		Level 2		Level 3		Total
Cash equivalents	$	13,752,748	$	—	$	—	$	13,752,748
	$	13,752,748	$	—	$	—	$	13,752,748

        As of December 31, 2014, December 31, 2015, and March 31, 2016, the Company's cash equivalents, which were invested in money market funds, were valued based on Level 1 inputs. During the years ended December 31, 2014 and 2015, and during the three months ended March 31, 2016, there were no transfers between Level 1, Level 2, and Level 3.

Note 4. Property and Equipment

        Property and equipment consisted of the following:

	December 31, 2014		December 31, 2015			March 31, 2016
Computer equipment	$	—	$	18,924		$	18,924
Office furniture		—		31,222			110,894
Leasehold improvements		—		—			75,854
Construction in progress		—		10,497			—
		—		60,643			205,672
Less accumulated depreciation		—		(2,762	)		(11,352	)
	$	—	$	57,881		$	194,320

        Depreciation expense for the years ended December 31, 2014 and 2015 was $0 and $2,762, respectively, and $0 and $8,590 for the three months ended March 31, 2015 and 2016, respectively.

Note 5. Software Development Costs

        Software development costs consisted of the following:

	December 31, 2014			December 31, 2015			March 31, 2016
Software development costs	$	238,462		$	238,462		$	295,262
Accumulated amortization		(119,231	)		(238,462	)		(238,462	)
	$	119,231		$	—		$	56,800

        The Company capitalized software development costs totaling $238,462 during the year ended December 31, 2013. Amortization expense associated with capitalized internal-use software was $119,231 for each of the years ended December 31, 2014 and 2015 and $29,808 and $0 for the three months ended March 31, 2015 and 2016, respectively. During the three months ended March 31, 2016, the Company capitalized software development costs totaling $56,800 for projects that have not yet been placed in service.

F-77

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 6. Accrued Expenses and Other Liabilities

        Accrued expenses and other liabilities consisted of the following:

	December 31, 2014		December 31, 2015		March 31, 2016
Compensation and related expenses	$	176,507	$	772,210	$	288,842
Refundable deposit on early exercised options (see Note 9)		54,241		59,648		58,436
Other accrued liabilities		26,239		41,101		103,136
	$	256,987	$	872,959	$	450,414

Note 7. Debt

        In August 2015, the Company entered into several promissory bridge notes (collectively, the 2015 Notes) with existing investors for a total principal amount of $1,600,000. The 2015 notes accrued interest at 5% which may be paid in cash or converted pursuant to settlement provisions (2) and (3) discussed below, at the Company's option. The 2015 Notes had the following settlement provisions: (1) due on demand on or after February 7, 2016; (2) if at any time prior to repayment the Company closed an equity financing yielding at least $5,000,000 in gross proceeds, the 2015 Notes were automatically convertible into shares sold in such financing at 80% of the per-share purchase price; (3) if less than $5,000,000 in gross proceeds were received, the conversion was optional upon a majority vote of the note holders; and, (4) upon a corporate transaction (as defined in the 2015 Note agreement) prior to conversion or full payment of the 2015 Notes, 150% of the outstanding principal and unpaid accrued interest was due and payable. The Company evaluated the settlement provisions of the 2015 Notes and concluded that the two conversion features should be accounted for as in substance redemption features which resulted in accretion of the 2015 Notes being to redemption value. As a result, the beneficial conversion feature guidance is not applicable. The Company also assessed the embedded 150% repayment feature under ASC 815-15, Derivatives and Hedging—Embedded Derivatives, and concluded that this was an embedded derivative which was required to be bifurcated from the 2015 Notes and accounted for separately. Given the Company's assessment that a corporate transaction prior to conversion or payment of the 2015 Notes was unlikely to occur, this derivative resulted in a de minimis fair value.

        In October 2015, in connection with the authorization and sale Series B convertible preferred stock (Series B Preferred Stock) (Note 8), the principal amount of the 2015 Notes was automatically converted into Series B Preferred Stock and the holders of the 2015 Notes waived the right to the 20% discounted purchase price. During 2015, the Company recognized accrued interest of $15,342 and additional interest expense of $177,676 for accretion of the notes to redemption value from issuance through the conversion date.

        Upon conversion, a $177,676 gain on extinguishment of the 2015 Notes was recognized in additional paid-in capital as the noteholders were shareholders of the Company. The accrued interest of $15,342 was paid in cash to the holders in 2015.

F-78

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 8. Preferred Stock

        In October 2015, the Company issued and sold 6,029,865 shares of Series B Preferred Stock at $2.8193 per share for aggregate proceeds of $16,911,983, including the conversion of $1,600,000 in convertible notes (Note 7), net of issuance costs of $88,020.

        In June 2013, the Company issued and sold 7,176,370 shares of Series A Preferred Stock at $1.11477 per share for aggregate proceeds of $8,000,002, including the conversion of $1,000,000 in convertible notes, net of issuance costs of $55,758.

        The holders of Series A convertible preferred stock (Series A Preferred Stock) and Series B Preferred Stock (collectively, the Preferred Stock) have the following rights and preferences:

        Voting rights:    The holders of Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to stockholders for a vote. Holders of all Preferred Stock have the right to vote the number shares equal to the number of shares of common stock into which such Preferred Stock could convert on the record date for determination of stockholders entitled to vote. So long as at least 300,000 shares of Series A Preferred Stock are outstanding, the holders of Series A Preferred Stock are entitled to elect two directors of the Company. So long as at least 300,000 shares of Series B Preferred Stock are outstanding, the holders of Series B Preferred Stock are entitled to elect one director of the Company.

        Dividends:    The holders of Preferred Stock are entitled to receive any dividends when, as and if declared by the board of directors. These dividends shall be in preference of the holders of common stock. As of December 31, 2015 and 2014, no dividends had been declared by the Company's board of directors.

        Liquidation preference:    In the event of any Liquidation Event (as defined below), voluntary or involuntary, the holders of Preferred Stock, on a pari passu basis, are entitled to receive, prior and in preference to any distribution to the holders of common stock, an amount equal to the greater of the original issue price of $1.11477 and $2.8193 per share of each series of Series A and B Preferred Stock, respectively, plus any dividends declared but unpaid thereon or the amount that would have been payable had the shares been converted to common stock immediately prior to the Liquidation Event. In the event that proceeds are not sufficient to permit payment in full to these holders, the proceeds will be ratably distributed among these holders of Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive.

        After payments have been made in full to the holders of Preferred Stock, the remaining assets of the Company available for distribution shall be distributed among the holders of common stock, on a pro-rata basis, based on the number of shares held by each holder.

        Unless the holders of at least 50% of the then outstanding shares of each series of Preferred Stock, each voting as separate class, elect otherwise, a Liquidation Event shall include (i) a merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring Company), (ii) a liquidation, dissolution or winding up of the company, (iii) a grant of exclusive, irrevocable license to substantially all of the Company's intellectual property or (iv) a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company. The holders of Preferred Stock do not have the unilateral right to approve a

F-79

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 8. Preferred Stock (Continued)

Liquidation Event which would result in the redemption of their shares. In any Liquidation Event, if proceeds received by the Company is other than cash, their value will be deemed their fair market value.

        Redemption:    The Preferred Stock is not redeemable at the option of the holder thereof.

        Conversion:    Each share of Preferred Stock is convertible into common stock at the option of the holder at any time after the date of issuance, at a rate determined by dividing the Original Issue Price for per share of each series of Preferred Stock by the applicable Conversion Price (the conversion rate for each series of Preferred Stock is referred to herein as the Conversion Rate). The Conversion Price for each series of Preferred Stock, subject to adjustment for certain dilutive issuances, splits and combinations, is (i) $1.11477 for Series A Preferred Stock and (ii) $2.8193 for Series B Preferred Stock.

        Each share of Preferred Stock shall automatically convert into shares of Common Stock, at the applicable Conversion Rate for each series of Preferred Stock then in effect, upon (i) a qualified public offering with net proceeds of at least $20,000,000 and a price of at least $5.57385 per share, subject to appropriate adjustment for any stock dividend, stock split, stock dividends, combinations, subdivisions, recapitalizations or the like or (ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the Requisite Preferred Holders, defined as at least 50% of the then outstanding shares of Preferred Stock voting together as a single class and on an as-converted basis.

        Protective provisions:    So long as at least 20% of the Preferred Stock originally issued remains outstanding (as adjusted for stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like) the Company shall not, without prior approval by the requisite preferred holders, (i) consummate a Liquidation Event, (ii) alter the Amended and Restated Certification of Incorporation or Bylaws of the Company, (iii) alter the total number of authorized shares of Preferred Stock or Common Stock, (iv) authorize or issue any equity security with senior preference over the Preferred Stock (v) redeem, purchase or otherwise acquire any shares of Preferred Stock or Common Stock unless pursuant to a right of first refusal (vi) declare or pay dividends, (vii) change the authorized number of directors of the Company, (viii) effect any material change to the nature of the Company (ix) create or hold stock in a subsidiary Company that is not wholly owned or sell stock in any subsidiary of the Company or (x) incur indebtedness exceeding $250,000 individually or in the aggregate.

        Reissuance:    Shares of any series of Preferred Stock that are redeemed or converted will be retired or canceled and cannot be reissued by the Company.

Note 9. Common Stock

        Each share of common stock entitles the holder to one vote on all matters submitted to a vote of all the Company's stockholders. Common stockholders are entitled to receive dividends, subject to the preferences of holders of any shares of Preferred Stock outstanding, when, as and if declared by the board of directors.

        As of December 31, 2014 and 2015 and March 31, 2016, the Company had reserved 9,313,967, 15,998,208 and 15,998,208 shares, respectively, of common stock for the conversion of the outstanding shares of Preferred Stock, the exercise of outstanding stock options and the number of shares remaining available for grant under the Company's 2013 Stock Plan.

F-80

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 9. Common Stock (Continued)

        Restricted common stock:    In August 2012, the Company issued 4,725,494 shares of common stock at a fair value of $0.0125 per share to the founders of the Company (the Founders' Shares). The Founders' Shares were subject to a repurchase right held by the Company at the lower of the then fair market value or the original purchase price in the event the founders' employment is terminated either voluntarily or involuntarily; the original purchase price was equal to $.001 per share. The repurchase right of the Founders' Shares lapses as to 20% of the shares on the issuance date and the remaining 80% of the shares monthly thereafter over the next five years.

        As of December 31, 2014 and 2015 and March 31, 2016, there were 2,079,218, 1,323,138 and 1,012,179 shares outstanding subject to repurchase under these agreements, respectively. At December 31, 2014 and 2015 and March 31, 2016, the remaining vesting period for the Founders' Shares was 2.64, 1.64 and 1.42 years, respectively.

        The Company has recorded stock-based compensation expense based upon the fair value of the awards at grant date. Compensation expense related to the Founders' Shares was $8,931 in each of the years ended December 31, 2014 and 2015 and $2,233 in each of the three months ended March 31, 2015 and 2016.

        Early exercise of employee options:    Stock options granted under the Company's 2013 Stock Plan provide certain employee option holders the right to exercise unvested options for shares of restricted common stock. Shares of restricted common stock, in the amounts of 258,292, 305,469 and 253,390 at December 31, 2014 and 2015 and March 31, 2016, respectively, were subject to a repurchase right held by the Company at the lower of the then fair market value or the original issue price in the event the optionees' employment is terminated either voluntarily or involuntarily. For early exercises of employee options, this repurchase right generally lapses as to 1/5^th of the shares subject to the option on the first anniversary of the vesting start date and as to 1/60^th of the shares monthly thereafter.

        These repurchase terms are considered to be a forfeiture provision and do not result in variable accounting or liability classification. The restricted shares issued upon early exercise of stock options are legally issued and outstanding. The Company includes cash received from employees for the exercise of unvested options as a refundable deposit shown within accrued expenses and other liabilities on its consolidated balance sheets (see Note 5). The Company continues to recognize compensation expense associated with early exercised stock options over the requisite service period, which is included in stock -based compensation in the consolidated statement of operations.

Note 10. Stock-Based Awards

        2013 stock plan:    In June 2013 the Company's Board of Directors approved and the Company adopted the 2013 Stock Plan ("the Plan"). The Plan provides both for the direct award or sale of common stock and for the grant of options to purchase common stock including incentive stock options to the Company's employees and non-statutory stock options to the Company's employees, directors and consultants. All awards under the Plan as of March 31, 2016 have consisted of incentive stock options and non-statutory stock options.

F-81

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 10. Stock-Based Awards (Continued)

        As of December 31, 2015, the Company may issue up to 3,350,148 shares of common stock pursuant to stock options and stock awards under the Plan. As of December 31, 2015, 1,638,432 shares of common stock remain available for grant under the Plan.

        As of March 31, 2016, the Company may issue up to 3,350,148 shares of common stock pursuant to stock options and stock awards under the Plan. As of March 31, 2016, 1,452,061 shares of common stock remain available for grant under the Plan.

        Under the Plan, stock options may be granted at an exercise price not less than the fair market value of the Company's common stock on the date of grant. All employee stock options currently outstanding under the Plan vest over a period of five years. Employee options are immediately exercisable upon grant with unvested shares subject to repurchase at the exercise price upon termination of employment (see Note 9).

        The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options awards and determine the related compensation expense. The fair value of the stock options granted was calculated using the following weighted-average assumptions:

	Years Ended December 31,
			Three Months Ended March 31, 2016
	2014	2015
Risk-free interest rate	0.32% - 2.10%	1.51% - 2.01%	1.34% - 1.62%
Expected dividend yield	—	—	—
Expected term (in years)	5.5 - 6.3	5.5 - 6.3	5.5 - 6.3
Weighted-average expected volatility	90.0%	70.0%	70.0%

F-82

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 10. Stock-Based Awards (Continued)

        The following table summarizes the Company's common stock option activity since December 31, 2013 under the Plan:

	Options			Weighted- Average Exercise Price		Weighted- Average Remaining Life (in Years)
Outstanding—December 31, 2013		629,102		$	0.21		9.80
Granted		789,142			0.21
Exercised		(313,292	)		0.21
Forfeited/expired		—			—
Outstanding—December 31, 2014		1,104,952			0.21		9.22
Granted		503,882			0.37
Exercised		(244,883	)		0.21
Forfeited/expired		(210,410	)		0.21
Outstanding and expected to vest—December 31, 2015		1,153,541			0.28		8.79
Granted		200,371			0.71
Exercised		—			—
Forfeited/expired		(14,000	)		0.71
Outstanding and expected to vest—March 31, 2016		1,339,992		$	0.34		8.72
Options exercisable—December 31, 2015		290,462		$	0.21		8.20
Options exercisable—March 31, 2016		348,531		$	0.21		8.00

        The following table summarizes information relating to stock options granted and exercised:

	Years Ended December 31,
					Three Months Ended March 31, 2016
	2014		2015
Weighted-average grant date fair value per share	$	1.33	$	0.75	$	1.23
Aggregate intrinsic value of options exercised	$	132,270	$	169,270	$	0
Cash proceeds received upon exercise of option	$	65,791	$	51,425	$	0

        The aggregate intrinsic value represents the difference between the fair value at exercise and the exercise price paid by the employee. The total number of unvested exercised shares subject to repurchase at December 31, 2015 was 305,469 at an aggregate repurchase amount of $59,648. The total number of unvested exercised shares subject to repurchase at March 31, 2016 was 253,390 at an aggregate repurchase amount of $58,436.

F-83

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 10. Stock-Based Awards (Continued)

        The following table presents stock-based compensation expense related to stock options and restricted stock included in the Company's statements of operations for the periods presented:

	Year Ended December 31,				Three Months Ended March 31,
	2014		2015		2015		2016
Cost of revenue	$	—	$	1,657	$	—	$	1,861
Research and development		96,807		128,601		27,525		48,975
Sales and marketing		12,855		44,886		14,091		22,697
General and administrative		37,892		69,936		13,820		20,876
Total	$	147,554	$	245,080	$	55,436	$	94,409

        As of December 31, 2015 and March 31, 2016, total compensation cost not yet recognized related to stock option awards was $1,110,043 and $1,787,696, respectively, which is expected to be recognized over weighted-average periods of 3.6 years and 3.5 years, respectively.

Note 11. Income Taxes

        The Company has historically incurred operating losses, and given the cumulative losses, the Company has recorded a full valuation allowance against its current and deferred tax benefit for all periods to date.

        The differences in total provision for income taxes that would result from applying the 35% federal statutory rate to loss before income taxes and the reported provision for income taxes are as follows:

        Components of the net deferred tax assets as of December 31, 2014 and 2015 are as follows:

	December 31,
	2014			2015
Operating loss carryforwards	$	2,143,744		$	3,378,901
Research and development credits		338,140			544,210
Deferred revenue		69,540			869,928
Stock-based compensation		1,966			3,039
Accrued expenses		20,180			22,010
Total deferred tax assets		2,573,570			4,818,088
Valuation allowance for deferred tax assets		(2,573,570	)		(4,818,088	)
Net deferred tax asset	$	—		$	—

        During the years ended December 31, 2014 and 2015, the valuation allowance increased by $1,461,056 and $2,244,518, respectively, due to the increase in deferred tax asset associated with the net operating loss, research and development credits, deferred revenue and the full valuation allowance against these assets.

F-84

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 11. Income Taxes (Continued)

        At December 31, 2015, the Company had federal and state net operating loss carryforwards of approximately $8,405,000 and $8,390,000, respectively. At December 31, 2015, the Company also had federal and state research and development tax credit carryforwards of approximately $449,000 and $144,000, respectively. The net operating loss carryforwards and tax credits expire at various dates through 2035.

        The Company files federal and state tax returns in jurisdictions with varying statutes of limitations. All tax years 2012 through 2015 remain subject to examination by federal and state tax authorities due to the Company's net operating loss carryforwards. The Company has not, as yet, conducted a study of its research and development credit carryforwards. This study may result in an adjustment to the Company's research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. Additionally, the future utilization of the Company's net operating loss and research and development credit carryforwards may be subject to limitation in the event of a change in ownership as described in Internal Revenue Code Section 382. The Company has not performed an analysis to determine if they have experienced an ownership change.

Note 12. Employee Benefits

        The Company has established a 401(k) defined contribution plan that covers all U.S.-based employees of the Company. The plan allows employees to contribute gross salary through payroll deductions up to the legally mandated limit. The Company contributed $25,090 and $24,012 in matching contributions to its 401(k) Plan for the years ended December 31, 2014 and 2015, respectively. In January 2016, the Company amended the plan adoption agreement and matching contributions are no longer required; however, discretionary contributions may be made upon approval of the Board of Directors.

Note 13. Commitments

        Operating leases:    The Company has several operating leases for its office space that expire on various dates through 2021, including the lease for its corporate headquarters in Southborough, Massachusetts, which was executed in October 2015 with a commencement date of January 15, 2016. In connection with the corporate headquarters lease agreement, the Company entered into a letter of credit agreement ("the Letter of Credit") in the amount of $116,400. The Letter of Credit has an expiration date of November 17, 2016 and as of December 31, 2015, the landlord had not drawn on this balance. Rent expense for noncancelable operating leases with free rental periods or scheduled rent increases is recognized on a straight-line basis over the terms of the leases. The difference between required lease payments and straight-lined rent expense is recorded as deferred rent. As of December 31, 2014 and 2015, no amounts of deferred rent were recorded.

        In December 2013, the Company entered into a sublease agreement to rent a portion of its office space in Boston, Massachusetts to a tenant beginning in January, 2014 with an initial term of six months with an option to extend the sublease for an additional twelve months. As of December 31, 2015, the sublease has expired and the Company has retaken possession of the subleased space. During the years ended December 31, 2014 and 2015, the Company recorded $12,000 and $11,000 of sublease rental income, respectively, which was recorded as an offset to rent expense.

F-85

CONFER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Information as of March 31, 2016 and for the three
months ended March 31, 2015 and 2016 is unaudited)

Note 13. Commitments (Continued)

        During the years ended December 31, 2014 and 2015, rent expense, net of sublease rental income discussed above, was $26,400 and $35,400, respectively. The Company's obligation for lease payments is as follows at December 31, 2015:

2016	$	202,906
2017		244,946
2018		195,408
2019		197,178
2020		201,426
Thereafter		118,944
	$	1,160,808

Note 14. Subsequent Events

        The Company has evaluated events through July 13, 2016, the date which the financial statements were available to be issued, and did not note any additional subsequent events requiring recording or disclosure in the financial statements, other than the subsequent events discussed below.

        Merger agreement:    On May 31, 2016, the Company entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") by and among the Company, Carbon Black, Inc., a Delaware corporation ("Parent") and Confer Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). The merger closed on June 3, 2016 and pursuant to the terms of the Merger Agreement, the Merger Sub acquired the Company, and as a result the Company continued as the surviving corporation and a wholly owned subsidiary of the Parent (the "Merger).

        Pursuant to the Merger, all of the issued and outstanding shares of the Company's Common Stock were terminated and converted into shares of the Parent's Common Stock at a ratio of 0.986 per share, all of the issued and outstanding shares of Series A Preferred Stock and Series B Preferred Stock were terminated and converted into shares of the Parent's Series F Preferred Stock at a ratio of 0.986 per share, and all Company Options were assumed by Parent for options to acquire Parent Common stock at a ratio of 0.986 per share. Additionally, any cash held by the Company in excess of $9,000,000 at the closing date was held by the Stockholder Representative to be distributed proportionally among the shareholders 60 days subsequent to the closing date with consideration for any adjustments to the balance sheet and net working capital of the Company on the closing date. In addition, shareholders have the right to a pro rata share of up to approximately $5,000,000 in future cash payments contemplated pursuant to the Merger Agreement.

F-86

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

        The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the sale of common stock being registered. All amounts are estimates except for the Securities and Exchange Commission, or SEC, registration fee, the FINRA filing fee and the The Nasdaq Global Select Market listing fee.

	Amount Paid or to Be Paid
SEC registration fee	$	12,450
FINRA filing fee		15,500
The Nasdaq Global Select Market listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue sky fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous expenses		*
Total	$	*

*

To be provided by amendment.

Item 14.    Indemnification of Directors and Officers

        Section 145(a) of the Delaware General Corporation Law provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

        Section 145(b) of the Delaware General Corporation Law provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.

II-1

        Section 145(g) of the Delaware General Corporation Law provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the Delaware General Corporation Law.

        In connection with the sale of common stock being registered hereby, we have entered into indemnification agreements with each of our directors and our executive officers. These agreements will provide that we will indemnify each of our directors and such officers to the fullest extent permitted by law and our amended and restated certificate of incorporation and bylaws.

        We also maintain a general liability insurance policy which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers.

        In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended, against certain liabilities.

Item 15.    Recent Sales of Unregistered Securities

        During the last three years, we sold the following securities on an unregistered basis:

        (1)   In June 2016, in connection with our acquisition of Confer Technologies, Inc., or Confer, and as consideration to individuals and entities who were former service providers and/or stockholders of Confer, we issued 5,305,920 shares of our common stock (of which 1,215,139 shares were placed into an escrow account and 607,569 shares were subsequently released therefrom pursuant to the purchase agreement), and 13,026,145 shares of our Series F preferred stock (of which 2,983,187 shares were placed into an escrow account and, to date 1,491,594 shares were subsequently released therefrom pursuant to the purchase agreement).

        (2)   In August 2016, in connection with our acquisition of Confer and as consideration to an entity that was a former service provider of Confer, we sold and issued an aggregate of 699,720 shares of Series F preferred stock for an aggregate purchase price of $2.0 million upon the occurrence of certain conditions pursuant to the purchase agreement.

        (3)   In June 2017, in connection with our acquisition of Confer and as consideration to individuals and entities who were former service providers and/or stockholders of Confer, we issued 228,715 shares of our Series F preferred stock, 93,161 shares of our common stock and 27,983 options to purchase shares of our common stock upon the occurrence of certain conditions pursuant to the purchase agreement.

        (4)   In September and October 2015 and January 2016, we sold and issued an aggregate of 11,515,005 shares of our Series F preferred stock at a per share price of $5.93, for an aggregate purchase price of approximately $68.3 million, to 20 accredited investors.

        (5)   In June 2015, in connection with an asset purchase agreement entered into with Objective Logistics Inc., we sold and issued 286,560 shares of our Series E preferred stock at a per share price of $6.60, for an aggregate purchase price of approximately $1.9 million, to one accredited investor.

        (6)   In August 2015, in connection with our acquisition of VisiTrend, Inc. and as consideration to individuals and entities who were former service providers and/or stockholders of VisiTrend, Inc. we issued 113,981 shares of our Series E preferred stock, and issued and placed in trust an additional 68,389 shares

II-2

of our Series E preferred stock that were subsequently released therefrom as provided in the purchase agreement.

        (7)   In February 2016, in connection with our acquisition of VisiTrend, Inc. and as consideration to individuals who were former service providers and/or stockholders of VisiTrend, Inc., we issued 189,970 shares of our Series E preferred stock upon the satisfaction of certain conditions pursuant to the purchase agreement.

        (8)   In August 2016, in connection with our acquisition of VisiTrend, Inc. and as consideration to individuals who were former service providers and/or stockholders of VisiTrend, Inc., we issued 30,395 shares of our Series E preferred stock upon the satisfaction of certain conditions pursuant to the purchase agreement.

        (9)   In February 2016, we issued 1,921,801 shares of our common stock to four employees in connection with the termination of our Management Incentive Plan.

        (10) Since March 31, 2015, we have granted options under our 2012 Stock Option and Grant Plan to purchase an aggregate of 27,217,642 shares of common stock to our employees, directors and consultants, having exercise prices ranging from $2.19 to $3.73 per share, for an aggregate exercise price of $80,009,250. Since March 31, 2015, we have issued an aggregate of 3,524,859 shares of common stock upon the exercise of stock options, at exercise prices between $1.47 and $3.19, for an aggregate exercise price of $5,860,842. Since March 31, 2015, we have granted Restricted Stock Units ("RSUs") to issue common stock in the amount of 789,000 shares to our employees and directors.

        (11) Since March 31, 2015, we have granted options under our Amended and Restated 2010 Series A Stock Option and Incentive Plan to purchase an aggregate of 816,516 shares of Series A preferred stock to our employees, directors and consultants, having exercise prices ranging from $3.25 to $4.65 per share, for an aggregate exercise price of $3,123,976. Since March 31, 2015, we have issued an aggregate of 1,683,191 shares of Series A preferred stock upon the exercise of stock options, at exercise prices between $0.05 and $1.33, for an aggregate exercise price of $1,275,650.

        (12) Since March 31, 2015, we have issued, under our Amended and Restated Equity Incentive Plan, an aggregate of 1,118,708 shares of common stock upon the exercise of stock options, at exercise prices between $0.24 and $0.59, for an aggregate exercise price of $622,211.

        (13) In June 2016, in connection with our acquisition of Confer, we assumed options outstanding under the Confer 2013 Stock Plan, which represent options to purchase an aggregate of 1,593,701 shares of our common stock, having exercise prices ranging from $0.22 to $3.18 per share, for an aggregate exercise price of $1,745,520. Since our acquisition of Confer, we have issued, under our Confer 2013 Stock Plan, an aggregate of 446,387 shares of common stock upon the exercise of stock options, at exercise prices between $0.22 and $3.18, for an aggregate exercise price of $231,730.

        (14) In May and June 2017, we issued 17,437 and 44,760 shares, respectively, of our Series B preferred stock to two accredited investors pursuant to the cashless net exercise of outstanding warrants.

        None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the Registrant believes each transaction was exempt from the registration requirements of the Securities Act as stated below.

        We deemed the offer, sale and issuance of the securities described in paragraphs (1), (2), (3), (4), (5), (6), (7) and (14) above to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, regarding transactions by an issuer not involving a public offering. All purchasers of securities in transactions exempt from registration pursuant to Regulation D represented to us that they were accredited investors and were acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment

II-3

and could hold the securities for an indefinite period of time. The purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from such registration.

        We deemed the grants and exercises of stock options described in paragraphs (8), (9), (10), (11), (12) and (13) above as exempt pursuant to Section 4(a)(2) of the Securities Act or to be exempt from registration under the Securities Act in reliance on Rule 701 of the Securities Act as offers and sales of securities under compensatory benefit plans and contracts relating to compensation in compliance with Rule 701. Each of the recipients of securities in any transaction exempt from registration either received or had adequate access, through employment, business or other relationships, to information about us.

        Furthermore, we affixed appropriate legends to the share certificates and instruments issued in each foregoing transaction setting forth that the securities had not been registered and the applicable restrictions on transfer.

Item 16.    Exhibits and Financial Statement Schedules

(a) Exhibits.

Exhibit number			Description of Exhibit
	1.1	*	Form of Underwriting Agreement.
	3.1		Eighth Amended and Restated Certificate of Incorporation (as amended and currently in effect).
	3.2	*	Form of Ninth Amended and Restated Certificate of Incorporation (to be in effect upon the closing of this offering).
	3.3		Second Amended and Restated By-laws (as currently in effect).
	3.4	*	Form of Third Amended and Restated By-laws (to be in effect upon the closing of this offering).
	4.1	*	Form of Common Stock Certificate.
	4.2		Eighth Amended and Restated Investor Rights Agreement, dated September 30, 2015.
	4.3		Form of Common Stock Warrant.
	4.4		Form of Series D Preferred Stock Warrant.
	4.5		Warrant to Purchase Common Stock, between the Registrant and SC US GF V Holdings, Ltd. issued on July 13, 2012.
	4.6		Form of Series B Preferred Stock Warrant.
	5.1	*	Opinion of Goodwin Procter LLP.
	10.1		Indenture of Lease, between the Registrant and BP Bay Colony LLC, dated as of December 9, 2014, as amended.
	10.2		Lease Agreement, between the Registrant and 201 South Street Owner LLC, dated as of March 1, 2017, as amended.
	10.3		Lease Agreement, between the Registrant, Carbon Black U.K. Limited and Boultbee Brooks (Reading) Limited, dated as of June 12, 2017.
	10.4		Lease Agreement, between Registrant and 1433 Pearl Street Mall LLC, dated as of February 21, 2018.
	10.5	#*	Form of Indemnification Agreement, between the Registrant and each of its Executive Officers and Directors.
	10.6	#	2012 Stock Option and Grant Plan and forms of agreements thereunder.
	10.7	#	Amended and Restated Equity Incentive Plan and forms of agreements thereunder.
	10.8	#	Amended and Restated 2010 Series A Option Plan and forms of agreements thereunder.
	10.9	#	Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan and forms of agreements thereunder.
	10.10	#	Confer Technologies, Inc. 2013 Stock Plan and forms of agreement thereunder.

II-4

Exhibit number			Description of Exhibit
	10.11	#*	2018 Stock Option and Grant Plan and forms of agreements thereunder.
	10.12	#*	Senior Executive Cash Incentive Bonus Plan.
	10.13	#*	2018 Employee Stock Purchase Plan.
	10.14	#*	Non-Employee Director Compensation Policy.
	10.15	#	Employment Agreement, between the Registrant and Patrick Morley, dated as of January 1, 2016, as amended.
	10.16	#	Employment Agreement, between the Registrant and Thomas Neergaard Hansen, dated as of July 12, 2017, as amended.
	10.17	#	Employment Agreement, between the Registrant and Ryan Polk, dated as of January 1, 2017, as amended.
	10.18	#	Employment Agreement, between the Registrant and Mark P. Sullivan, dated as of January 1, 2016, as amended.
	10.19	#	Employment Agreement, between the Registrant and Michael Viscuso, dated as of January 1, 2016, as amended.
	10.20		Amended and Restated Loan and Security Agreement, between the Registrant and Silicon Valley Bank, dated as of March 21, 2017.
	21.1		List of subsidiaries of the Registrant.
	23.1		Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm.
	23.2	*	Consent of Goodwin Procter LLP (included in Exhibit 5.1).
	23.3		Consent of RSM US LLP, Independent Auditors.
	24.1		Power of Attorney (included on signature page).
	99.1		Consent of MRG Effitas Ltd.

*

To be filed by amendment.

#

Indicates a management contract or compensatory plan.

(b) Financial Statement Schedules.

        Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17.    Undertakings

        The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned Registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.



(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Waltham, Massachusetts, on the 9^th day of April, 2018.

CARBON BLACK, INC.
By:	/s/ Patrick Morley Patrick Morley President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

        We, the undersigned directors and officers of Carbon Black, Inc. (the "Company"), hereby severally constitute and appoint Patrick Morley, Mark P. Sullivan, and Eric J. Pyenson, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-1 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in connection with the registration under the Securities Act of 1933, as amended, of our equity securities, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

        Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Patrick Morley Patrick Morley	President, Chief Executive Officer and Director (Principal Executive Officer)	April 9, 2018
/s/ Mark P. Sullivan Mark P. Sullivan	Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 9, 2018
/s/ Maria A. Cirino Maria A. Cirino	Director	April 9, 2018
/s/ Jeffrey Fagnan Jeffrey Fagnan	Director	April 9, 2018

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Signature	Title	Date
/s/ Peter Thomas Killalea Peter Thomas Killalea	Director	April 9, 2018
/s/ Paul A. Maeder Paul A. Maeder	Director	April 9, 2018
/s/ Ronald H. Nordin Ronald H. Nordin	Director	April 9, 2018
/s/ Joseph S. Tibbetts, Jr. Joseph S. Tibbetts, Jr.	Director	April 9, 2018
/s/ Anthony Zingale Anthony Zingale	Director	April 9, 2018

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EX-3.1

Exhibit 3.1

EXECUTION VERSION

EIGHTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

BIT9, INC.

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

Bit9, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1.That the name of this corporation is Bit9, Inc., and that this corporation was originally incorporated pursuant to the General Corporation Law on December 19, 2002 under the name Bit 9, Inc.

2.That the Certificate of Incorporation of this corporation was amended and restated on December 16, 2004, was further amended by certificates of amendment on March 8, 2005 and April 21, 2005, was amended and restated on May 24, 2006, was amended and restated on October 11, 2007, was further amended by certificates of amendment on May 30, 2008 and July 30, 2008, was amended and restated on May 21, 2010, was further amended by a certificate of amendment on October 22, 2010, was amended and restated on April 4, 2011, was further amended and restated on July 12, 2012, was further amended by a certificate of amendment on August 12, 2013, was further amended and restated on February 10, 2014, and was further amended by certificates of amendment on March 2, 2015, June 11, 2015 and August 13, 2015, (the February 10, 2014 amendment and restatement, as so amended, the “Seventh Amended and Restated Certificate of Incorporation”).

3.By vote of the Board of Directors of this corporation on September 29, 2015, a resolution was duly adopted, pursuant to Section 245 of the General Corporation Law, setting forth a proposed further amendment and restatement of the Seventh Amended and Restated Certificate of Incorporation (and any and all prior amendments thereto), and declaring the proposed further amendment and restatement advisable and in the best interests of this corporation and its stockholders.  The stockholders of this corporation duly approved and adopted the proposed further amendment and restatement of the Seventh Amended and Restated Certificate of Incorporation by written consent in accordance with Sections 228, 242 and 245 of the General Corporation Law (the “Eighth Amended and Restated Certificate of Incorporation”).

4.The Seventh Amended and Restated Certificate of Incorporation, as so amended and restated, is entitled the Eighth Amended and Restated Certificate of Incorporation of Bit9, Inc. and reads in its entirety as follows:

FIRST:  The name of this corporation is Bit9, Inc. (the “Corporation”).

SECOND:  The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD:  The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

FOURTH:  The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 116,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 86,543,191 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which (i) 8,800,000 shares have been designated as Series A Redeemable Preferred Stock (“Series A Redeemable Stock”), (ii) 24,673,917 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”), (iii) 13,283,366 shares have been designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”), (iv) 11,876,688 shares have been designated as Series D Convertible Preferred Stock (“Series D Preferred Stock”), (v) 12,219,202 shares have been designated as Series E Convertible Preferred Stock (“Series E Preferred Stock”), (vi) 6,415,146 shares have been designated as Series E-1 Convertible Preferred Stock (“Series E-1 Preferred Stock,” and together with the Series E Preferred Stock, the “Series E Convertible Preferred Stock”), and (vii) 9,274,872 shares have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock” and together with the Series E Convertible Preferred Stock, the Series D Preferred Stock, the Series C Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.  Unless otherwise indicated, references to “Sections” or “Subsections” in this Article refer to sections and subsections of this Article FOURTH.

A.COMMON STOCK

1.General.  The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein and as may be designated by resolution of the Board of Directors of the Corporation with respect to any series of Preferred Stock as authorized herein.

2.Voting.  The holders of Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings); provided, however, that except as otherwise required by the General Corporation Law, holders of Common Stock shall not be entitled to vote on any amendment to this Eighth Amended and Restated Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon pursuant to this Eighth Amended and Restated Certificate of Incorporation or pursuant to the General Corporation Law.  There shall be no cumulative voting.  The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares

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thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of this Eighth Amended and Restated Certificate of Incorporation) the affirmative vote of the holders of shares of stock of the Corporation representing a majority of the votes represented by all outstanding shares of stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

B.PREFERRED STOCK

Preferred Stock may be issued from time to time in one or more series, each of such series to consist of such number of shares and to have such terms, rights, powers and preferences, and the qualifications and limitations with respect thereto, as stated or expressed herein.

C.SERIES A REDEEMABLE STOCK, SERIES B PREFERRED STOCK, SERIES C PREFERRED STOCK, SERIES D PREFERRED STOCK, SERIES E PREFERRED STOCK, SERIES E-1 PREFERRED STOCK AND SERIES F PREFERRED STOCK.

1.Series A Redeemable Stock.  The Series A Redeemable Stock shall be non-voting and shall have no antidilution, redemption or other rights except (i) the Series A Redeemable Stock shall have the right to be redeemed in a liquidation as set forth herein, (ii) if the Corporation declares, pays or sets aside any dividends on shares of Common Stock, the shares of Series A Redeemable Stock shall have the right to simultaneously receive a dividend in the same form and amount as received by the shares of Common Stock and (iii) the Series A Redeemable Stock shall be converted into Common Stock in accordance with Section 6 hereof (but shall not be otherwise convertible into Common Stock or any other series of Preferred Stock).  The number of authorized shares of Series A Redeemable Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of stock of the Corporation representing a majority of the votes represented by all outstanding shares of stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

2.Dividends.  The Corporation shall not declare, pay or set aside any dividends on any shares of capital stock of the Corporation (other than dividends on shares of Common Stock payable solely in shares of Common Stock) unless the holders of the Convertible Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Convertible Preferred Stock in an amount at least equal to (i) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that amount per share of Convertible Preferred Stock as would equal the product of (1) the dividend payable on each share of such series of Convertible Preferred Stock, determined as if all such shares of such series of Convertible Preferred Stock had been converted into Common Stock, multiplied by (2) the number of shares of Common Stock issuable upon conversion of a share of such series of Convertible Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (ii) in the case of a dividend on any class or series that is not convertible into Common Stock, an amount per share of Convertible Preferred Stock determined by dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar

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recapitalization affecting such share of such class or series of capital stock) and multiplying such fraction by an amount equal to the Applicable Original Issue Price (as defined below); provided that, if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Corporation, the dividend payable to the holders of Convertible Preferred Stock pursuant to this Section 2 shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Convertible Preferred Stock dividend.  The “Series B Original Issue Price” shall mean $0.415266 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock.  The “Series C Original Issue Price” shall mean $0.944 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C Preferred Stock.  The “Series D Original Issue Price” shall mean $2.9891 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series D Preferred Stock.  The “Series E Original Issue Price” shall mean $4.01 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series E Preferred Stock.  The “Series E-1 Original Issue Price” shall mean $4.01 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series E-1 Preferred Stock.  The “Series F Original Issue Price” shall mean $5.93 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series F Preferred Stock.  The Series B Original Issue Price, in the case of the Series B Preferred Stock, the Series C Original Issue Price, in the case of the Series C Preferred Stock, the Series D Original Issue Price, in the case of the Series D Preferred Stock, the Series E Original Issue Price, in the case of the Series E Preferred Stock, the Series E-1 Original Issue Price, in the case of the Series E-1 Preferred Stock, and the Series F Original Issue Price, in the case of Series F Preferred Stock are individually or collectively, as applicable, referred to herein as the “Applicable Original Issue Price.”

3.Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

(a)Preferential Payments to Holders of Preferred Stock and Participants in the Management Incentive Plan.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, (i) the holders of shares of Convertible Preferred Stock then outstanding shall be entitled, on a pari passu basis, to be paid out of the assets available for distribution to the Corporation’s stockholders by reason of their ownership thereof, an amount per share equal to (1) with respect to the Series B Preferred Stock, two and two tenths times (2.2X) the then current Series B Original Issue Price (rounded to the nearest one hundredth), plus any dividends declared but unpaid thereon (the “Series B Preference Amount”), (2) with respect to the Series C Preferred Stock, one and two tenths times (1.2X) the then current Series C Original Issue Price (rounded to the nearest one hundredth), plus any dividends declared but unpaid thereon (the “Series C Preference Amount”), (3) with respect to the Series D Preferred Stock, the then current Series D Original Issue Price, plus any dividends declared but unpaid thereon (the “Series D Preference Amount”), (4) with respect to the Series E Preferred Stock, the then current Series E Original Issue Price, plus any dividends declared but unpaid thereon (the “Series E Preference Amount”), (5) with respect to the Series E-1 Preferred Stock, twenty-one one hundredths times (0.21X) the then current Series E-1 Original Issue Price, plus any dividends declared but unpaid

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thereon (the “Series E-1 Preference Amount”) or (6) with respect to the Series F Preferred Stock the then current Series F Original Issue Price, plus any dividends declared but unpaid thereon (the “Series F Preference Amount”); (ii) the holders of shares of Series A Redeemable Stock then outstanding shall be entitled to be redeemed by payment out of the assets available for distribution to the Corporation’s stockholders by reason of their ownership thereof, an amount per share equal to the Series A Redemption Amount (as defined below); and (iii) an amount equal to the Management Bonus Amount (as defined below), if such Management Bonus Amount has not been previously satisfied as of such time, shall be funded to the Management Incentive Plan (as defined below) out of the assets available for distribution to the Corporation’s stockholders in each case, on par with one another, but before any payment shall be made to the holders of Common Stock or any other class or series of stock ranking on liquidation junior to the Convertible Preferred Stock.  If upon any such liquidation, dissolution or winding up of the Corporation the assets available for distribution to the Corporation’s stockholders shall be insufficient to pay the holders of shares of Convertible Preferred Stock and Series A Redeemable Stock the full amount to which they shall be entitled pursuant to this Subsection 3(a) and, if applicable, fund the Management Bonus Amount to the Management Incentive Plan, then, (i) the holders of shares of Convertible Preferred Stock shall share ratably in any distribution of the assets available for distribution to the Corporation’s stockholders, in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full, (ii) the Management Bonus Amount shall be funded to the Management Incentive Plan and (iii) the holders of Series A Redeemable Stock shall receive the Series A Redemption Amount.

(b)Founder Bonus Plan.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment of the aggregate Series B Preference Amount, the aggregate Series C Preference Amount, the aggregate Series D Preference Amount, the aggregate Series E Preference Amount, the aggregate Series E-1 Preference Amount, the aggregate Series F Preference Amount, the aggregate Series A Redemption Amount and, if applicable, the Management Bonus Amount pursuant to Subsection 3(a), an amount equal to the Founder Bonus Amount, as defined below (or such lesser amount as remains available for distribution if only a lesser amount remains available for distribution), shall be funded to the Founder Bonus Plan out of the assets available for distribution to the Corporation’s stockholders, before any payment shall be made to the holders of Common Stock.

(c)Distribution of Remaining Assets.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment of (i) the aggregate Series B Preference Amount, the aggregate Series C Preference Amount, the aggregate Series D Preference Amount, the aggregate Series E Preference Amount, the aggregate Series E-1 Preference Amount, the aggregate Series F Preference Amount, the aggregate Series A Redemption Amount and, if applicable, the Management Bonus Amount pursuant to Subsection 3(a), (ii) the Founder Bonus Amount pursuant to Subsection 3(b) and (iii) the payment to any other class or series of stock of the Corporation ranking on liquidation senior to the Common Stock, the remaining assets of the Corporation available for distribution to the Corporation’s stockholders shall be distributed among the holders of the shares of Convertible Preferred Stock and Common Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to Common Stock pursuant to the terms of this Eighth

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Amended and Restated Certificate of Incorporation immediately prior to such dissolution, liquidation or winding up of the Corporation.

(d)Definitions.  For purposes of this Subsection 3, the following definitions shall apply:

(i)“Founder Bonus Amount” shall mean $399,998.61.

(ii)“Founder Bonus Plan” shall mean the Founder Bonus Plan established by the Board of Directors for the benefit of the founders of the Corporation.

(iii)“Gross Proceeds” shall mean the aggregate proceeds from any Deemed Liquidation Event payable to (a) the Corporation’s stockholders in respect of their shares of capital stock of the Corporation and/or (b) the Corporation.

(iv)“Employee Option Plan” shall mean the 2010 Series A Option Plan established by the Board of Directors for the benefit of employees of the Corporation as may be amended from time to time, pursuant to which options exercisable for the purchase of Series A Redeemable Stock may be issued.

(v)“Management Bonus Amount” shall have the meaning set forth in the Management Incentive Plan.

(vi)“Management Incentive Plan” shall mean the Amended and Restated Management Incentive Plan established by the Board of Directors for the benefit of management of the Corporation as amended from time to time.

(vii)“Pre-IPO Valuation” shall mean, with respect to an Unrestricted IPO, the pre-offering equity valuation of the Corporation.

(viii)“Series A Aggregate Incentive Amount” shall mean the Series A Target Percentage multiplied by the Gross Proceeds.

(ix)“Series A Redemption Amount” shall mean the quotient of (1) the Series A Aggregate Incentive Amount divided by (2) the sum of (A) the shares of Series A Redeemable Stock issued and outstanding and (B) the number of shares of Series A Redeemable Stock underlying then-outstanding vested stock options.

(x)“Series A Target Percentage” shall mean the percentage set forth next to the applicable dollar amount in the table below:

Gross Proceeds (in millions) OR Pre-IPO Valuation (in millions):	Series A Target Percentage:
< $20	0	%
$20 to $29.99	0	%
$30 to $34.99	0.8	%
$35 to $49.99	1.5	%
$50 to $59.99	2.6	%
$60 to $69.99	2.8	%
$70 to $79.99	3.1	%
$80 to $89.99	3.3	%
$90 to $99.99	3.5	%
Over $100	4.4	%

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(xi)“Unrestricted IPO” shall mean the closing of the sale of shares of Common Stock to the public in a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended.

(e)Deemed Liquidation Events.

(i)The following events shall be deemed to be a liquidation of the Corporation for purposes of this Subsection 3 (a “Deemed Liquidation Event”), unless the holders of at least fifty-five (55%) of the then outstanding shares of Convertible Preferred Stock, voting together as a single class and on an as-converted basis, elect otherwise by written notice given to the Corporation at least five (5) days prior to the effective date of any such event:

(A)a merger or consolidation in which

(I)the Corporation is a constituent party or

(II)a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

except any such merger or consolidation involving the Corporation or a subsidiary of the Corporation in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted or exchanged for shares of capital stock which represent, immediately following such merger or consolidation at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation (provided that, for the purpose of this Subsection 3(e)(i), all shares of Common Stock issuable upon exercise of Options (as defined below) outstanding immediately prior to such merger or consolidation or upon conversion of Convertible Securities (as defined below) outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged);

(B)the sale, lease, license, transfer or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a

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whole, except where such sale, lease, license, transfer or other disposition is to a wholly owned subsidiary of the Corporation; or

(C)the closing of the transfer, in one transaction or a series of related transactions, to a person or group of affiliated persons, of the Corporation’s securities if, after such closing, such person or group of affiliated persons hold more than fifty percent (50%) of the outstanding voting stock of the Corporation, provided, however, that a transaction shall not constitute a Deemed Liquidation Event if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately prior to such transaction.  Notwithstanding anything herein to the contrary, neither the sale of shares of capital stock of the Corporation effected primarily for equity financing purposes nor the sale or transfer by a stockholder to (1) any affiliate of such stockholder or (2) to any other stockholder shall qualify as a Deemed Liquidation Event.

(ii)The Corporation shall not have the power to effect any transaction constituting a Deemed Liquidation Event pursuant to Subsection 3(e)(i)(A)(I) above unless the agreement or plan of merger or consolidation provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3(a), 3(b) and 3(c) above.

(iii)In the event of a Deemed Liquidation Event pursuant to Subsection 3(e)(i)(A)(II) or (B) above, if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 60 days after such Deemed Liquidation Event, then (A) the Corporation shall deliver a written notice to each holder of Convertible Preferred Stock no later than the 60th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (B) to require the redemption of such shares of Convertible Preferred Stock, and (B) if the holders of at least fifty-five percent (55%) of the then outstanding shares of Convertible Preferred Stock, voting together as a single class and on an as-converted basis, so request in a written instrument delivered to the Corporation not later than 75 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation) together with any other assets of the Corporation available for distribution to its stockholders (the “Net Proceeds”) to, on the 90th day after such Deemed Liquidation Event (the “Liquidation Redemption Date”), (1) redeem all outstanding shares of Convertible Preferred Stock at a price per share equal to the Series B Preference Amount, Series C Preference Amount, Series D Preference Amount, Series E Preference Amount, Series E-1 Preference Amount or Series F Preference Amount (each a “Preference Amount”), as applicable, (2) redeem all outstanding shares of Series A Redeemable Stock at a price per share equal to the Series A Redemption Amount and (3) fund the Management Bonus Amount to the Management Incentive Plan if such Management Bonus Amount has not been previously satisfied as of such time.  Notwithstanding the foregoing, in the event of a redemption and payment pursuant to the preceding sentence, if the Net Proceeds are not sufficient to redeem all outstanding shares of Convertible Preferred Stock and Series A Redeemable Stock and, if applicable, fund the Management Bonus Amount, or if the Corporation does not have sufficient available funds to effect such redemption or make the payment, the Corporation shall

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fund the Management Bonus Amount to the Management Incentive Plan, redeem the Series A Redeemable Stock for the Series A Redemption Amount and redeem a pro rata portion of each holder’s shares of Convertible Preferred Stock to the fullest extent of such Net Proceeds or such legally available funds, as the case may be, and, where such redemption or payment is limited by the amount of legally available funds, the Corporation shall redeem the remaining shares of Preferred Stock to have been redeemed and make any remaining allocation of the Management Bonus Amount to the Management Incentive Plan as soon as practicable after the Corporation has funds available therefor.  The provisions of Subsections 7(b) through 7(f) below shall apply, with such necessary changes in the details thereof as are necessitated by the context, to the redemption of the Convertible Preferred Stock and Series A Redeemable Stock and funding of the Management Bonus Amount to the Management Incentive Plan in accordance with this Subsection 3(e)(iii).  Prior to the distribution or redemption provided for in this Subsection 3(e)(iii), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with the Deemed Liquidation Event.

(iv)The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity.  If the amount deemed paid or distributed under this Subsection 3(e)(iv) is made in property other than in cash, the value of such distribution shall be the fair market value of such property, determined as follows:

(A)For securities not subject to investment letters or other similar restrictions on free marketability,

(I)if traded on a securities exchange or the NASDAQ Stock Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or market over the thirty-day (30) period ending three (3) days prior to the closing of such transaction;

(II)if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty-day (30) day period ending three (3) days prior to the closing of such transaction; or

(III)if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Corporation.

(B)The method of valuation of securities subject to investment letters or other similar restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall take into account an appropriate discount (as determined in good faith by the Board of Directors of the Corporation)

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from the market value as determined pursuant to clause (A) above so as to reflect the approximate fair market value thereof.

4.Voting.

(a)Generally.  On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of a meeting), each holder of outstanding shares of Convertible Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Convertible Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter.  Except as provided by law or by the provisions of Subsection 4(b) or 4(c) below, holders of Convertible Preferred Stock shall vote together with the holders of Common Stock as a single class and on an as-converted basis.

(b)Election of Directors.

(i)(y) The holders of record of a majority of the shares of the Series B Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”) and (z) the holders of record of a majority of the shares of Convertible Preferred Stock and Common Stock, voting together as a single class and on an as-converted basis, shall be entitled to elect all remaining directors of the Corporation.  Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders.  At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director.  A vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4(b)(i).

(ii)Notwithstanding the foregoing, the holders of at least fifty-five percent (55%) of the outstanding shares of Convertible Preferred Stock, voting together as a single class and on an as-converted basis, shall have the exclusive and special right upon the occurrence of an Event of Noncompliance (as defined in Subsection 4(b)(iii) hereof), to elect the smallest number of directors such that a majority of the Board of Directors of the Corporation shall be designated by the holders of Convertible Preferred Stock, voting together as a single class on an as-converted basis, provided that at least two (2) of such directors are Preferred Directors designated and elected as set forth in Subsection 4(b)(i) above.  The special and exclusive right of the holders of the Convertible Preferred Stock to elect additional directors in accordance with this Subsection 4(b)(ii) shall continue until the Event of Noncompliance which gave rise to such right has been cured by the Corporation, subject to the revesting thereof upon the occurrence of each and every Event of Noncompliance subsequent thereto.  With respect to the special and exclusive right of holders of Convertible Preferred Stock to elect additional directors in accordance with this Subsection 4(b)(ii), the number of directors constituting the Board of Directors of the Corporation,

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shall, if necessary, be increased to provide a sufficient number of vacancies to permit the holders of Convertible Preferred Stock perfect their rights hereunder.  Each director elected upon an Event of Noncompliance shall be automatically and immediately removed upon the cure of such Event of Noncompliance which gave rise to such election and in the event the number of directors constituting the Board of Directors of the Corporation was increased in order to elect said director, such number of directors shall be simultaneously decreased upon the removal of said director.  In any election of directors pursuant to this Subsection 4(b)(ii), each holder of shares of Convertible Preferred Stock shall be entitled to one vote for each share of Common Stock issuable upon the conversion in full of all shares of Convertible Preferred Stock held and no holder of Convertible Preferred Stock shall be entitled to cumulate his votes by giving one candidate more than one vote per share.  The special and exclusive voting right of the holders of the Convertible Preferred Stock contained in this Subsection 4(b)(ii) may be exercised either at a special meeting of the holders of Convertible Preferred Stock called as provided below, or at any annual or special meeting of the stockholders of the Corporation, or by written consent of such holders in lieu of a meeting.  If at any time any directorship to be filled by the holders of Convertible Preferred Stock pursuant to this Subsection 4(b)(ii) has been vacant for a period of ten (10) days, the Secretary of the Corporation shall, upon the written request of the holders of record of shares representing at least twenty-five percent (25%) of the voting power of the Convertible Preferred Stock then outstanding (voting together as a single class and on an as-converted basis), call a special meeting of the holders of Convertible Preferred Stock for the purpose of electing a director or directors to fill such vacancy or vacancies.  Such meeting shall be held at the earliest practicable date at such place as is specified in the Bylaws of the Corporation.  If such meeting shall not be called by the Secretary of the Corporation within ten (10) days after personal service of said written request on him, then the holders of record of shares representing at least twenty-five percent (25%) of the voting power of the Convertible Preferred Stock then outstanding (voting together as a single class and on an as-converted basis), may designate in writing one of their members to call such meeting at the expense of the Corporation, and such meeting may be called by such person so designated upon the notice required for annual meetings of stockholders and shall be held at such specified place.  Any holder of the Convertible Preferred Stock then outstanding (voting together as a single class), so designated shall have access to the stock books of the Corporation for the purpose of calling a meeting of the stockholders pursuant to these provisions.  At any meeting held for the purpose of electing directors at which the holders of Convertible Preferred Stock shall have the special and exclusive right to elect directors as provided in Subsection 4(b)(ii), the presence, in person or by proxy, of the holders of record of shares representing at least fifty-five percent (55%) of the voting power of the Convertible Preferred Stock then outstanding (voting together as a single class and on an as-converted basis) shall be required to constitute a quorum for such election.  If the holders of record of shares of the Convertible Preferred Stock, present in person or by proxy, are not sufficient to constitute a quorum, such holders shall have the power to adjourn the meeting for the election of directors which they are entitled to elect from time to time without notice other than announcement at the meeting.  A vacancy in the directorships to be elected by the holders of the Convertible Preferred Stock pursuant to this Subsection 4(b)(ii) may be filled only by vote or written consent in lieu of a meeting of the holders of at least fifty-five percent (55%) of the outstanding shares of the Convertible Preferred Stock, acting together as set forth in this Subsection 4(b)(ii).

(iii)The term “Event of Noncompliance” shall mean the violation or breach by the Corporation of its obligation to make full payment on any Redemption Date with

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respect to a redemption of shares of Convertible Preferred Stock pursuant to Subsection 7 hereof, and the Corporation fails to cure such violation or breach within ninety (90) days of the giving of notice in writing to the Corporation by any holder or holders of the Convertible Preferred Stock so affected by such violation or breach.

(c)Convertible Preferred Stock Vote.  At any time when shares of Convertible Preferred Stock are outstanding, except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law or by this Eighth Amended and Restated Certificate of Incorporation, and in addition to any other vote required by law or this Eighth Amended and Restated Certificate of Incorporation, without the written consent or affirmative vote of the holders of at least fifty-five percent (55%) of the then outstanding shares of Convertible Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) together as a single class and on an as-converted basis, the Corporation shall not, either directly or by amendment, merger, consolidation or otherwise:

(i)Liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any Deemed Liquidation Event, or consent to any of the foregoing;

(ii)Purchase or redeem or pay or declare any dividend or make any distribution on, any shares of stock other than as expressly authorized herein, or permit any subsidiary of the Corporation to take any such action, other than:

(A)Redemptions of or dividends or distributions on the Preferred Stock as expressly authorized herein;

(B)Dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock;

(C)Securities repurchased from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof or other than as approved by the Board of Directors of the Corporation, including the approval of the Preferred Directors; or

(D)Pursuant to rights of first refusal in favor of the Corporation set forth in the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement dated on or about the date hereof between the Corporation and the other parties thereto, as the same may be amended from time to time, provided such purchase or redemption has been approved by the Board of Directors of the Corporation, including the approval of the Preferred Directors;

(iii)Amend this Eighth Amended and Restated Certificate of Incorporation or the Corporation’s Bylaws, whether by merger, consolidation or otherwise, so as to amend, alter, waive or repeal the powers, preferences or special rights of the Convertible Preferred Stock or Series A Redeemable Stock; provided, that in the case of an amendment, alteration, waiver or repeal adversely affecting the holders of only one series of Preferred Stock (as determined in accordance with Section 242(b)(2) of the General Corporation Law), at least a majority of the votes represented by the then issued and outstanding shares of such series of Preferred Stock also shall be required;

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(iv)Increase or decrease (other than by conversion or as otherwise required or permitted under this Eighth Amended and Restated Certificate of Incorporation and in no event below the number of shares thereof then outstanding) the number of shares designated as Series F Preferred Stock, Series E-1 Preferred Stock, Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock or Series A Redeemable Stock;

(v)Create, or authorize the creation of, or issue, or authorize the issuance of, or permit any subsidiary to take any such action, any debt security (other than equipment leases or bank lines of credit) including, without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Corporation and any security of the Corporation which is a combination of debt and equity unless such debt security has received the prior approval of the Board of Directors of the Corporation, including the approval of the Preferred Directors;

(vi)Merge with or into or consolidate, or permit any subsidiary to merge with or into or consolidate, with any other entity (other than a merger or consolidation solely between the Corporation and one or more subsidiaries or among subsidiaries so long as no Deemed Liquidation Event results therefrom);

(vii)Sell, lease, transfer, license, pledge, encumber or otherwise dispose of all or substantially all of the assets of the Corporation;

(viii)Grant, or permit any subsidiary to grant, an exclusive license to any of the Corporation’s or any such subsidiary’s material technology or intellectual property other than in the ordinary course of business;

(ix)Acquire, directly or indirectly (including through a subsidiary), all or substantially all of the properties, assets or stock of any other company or entity;

(x)Incur any indebtedness, or permit any subsidiary to incur any indebtedness (other than indebtedness of subsidiaries owed to the Corporation), for borrowed money in excess of $250,000 in the aggregate;

(xi)Increase or decrease the authorized number of directors constituting the Board of Directors of the Corporation, except for any increase in the number of members on the Board of Directors of the Corporation pursuant to Subsection 4(b)(ii), above;

(xii)Authorize, designate or issue any additional class or series of stock, or create or authorize any obligation or security convertible into shares of any class or series of stock unless the same ranks junior to the Convertible Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation and with respect to the payment of dividends and redemption rights, or increase the authorized number of shares of any additional or then existing class or series of stock unless the same ranks junior to the Convertible Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation and with respect to the payment of dividends and redemption rights;

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(xiii)Assume, guarantee, endorse or otherwise become directly or contingently liable on, or permit any subsidiary of the Corporation to assume, guarantee, endorse or otherwise become directly or contingently liable on (including, without limitation, liability by way of agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds to or otherwise invest in the debtor or otherwise to assure the creditor against loss) any indebtedness of any other person, firm or other entity, unless the same has been approved by the Board of Directors of the Corporation, including the approval of the Preferred Directors, and except for guaranties by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, and except for the guaranties of the permitted obligations of any wholly-owned subsidiary of the Corporation;

(xiv)(i) reclassify, alter or amend any existing security of the Corporation that is pari passu with the Convertible Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Convertible Preferred Stock in respect of any such right, preference or privilege, or (ii) reclassify, alter or amend any existing security of the Corporation that is junior to the Convertible Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Convertible Preferred Stock in respect of any such right, preference or privilege; or

(xv)create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Corporation, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Corporation, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary.

(d)Series E Preferred Stock Vote.  At any time when shares of Convertible Preferred Stock are outstanding, except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law or by this Eighth Amended and Restated Certificate of Incorporation, and in addition to any other vote required by law or this Eighth Amended and Restated Certificate of Incorporation and notwithstanding anything to the contrary set forth in Section 8 hereof, without the written consent or affirmative vote of the holders of at least eighty-five percent (85%) of the then outstanding shares of the Series E Convertible Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) together as a single class and on an as-converted basis, the Corporation shall not, either directly or by amendment, merger, consolidation or otherwise: (i) reclassify, amend, alter, waive or repeal the terms of any series of  Convertible Preferred Stock such that the Convertible Preferred Stock becomes convertible or exchangeable into any security of the Corporation other than shares of Common Stock, or enter into any arrangement to do any of the foregoing, (ii) convert shares of Convertible Preferred Stock into Common Stock without the approval of the holder thereof (other than pursuant to a Qualifying Public Offering pursuant to Subsection 6(a)(i)(A) below in effect on the date hereof) or enter into any arrangement to do the foregoing pursuant to a “pay to play” provision or otherwise or (iii) reduce the amounts payable on any series of Convertible Preferred Stock pursuant to Section 3 upon any voluntary or involuntary liquidation, dissolution or winding

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up of the Corporation or Deemed Liquidation Event or Section 7 pursuant to any redemption  or enter into any arrangement to do the foregoing.

(e)Series F Preferred Stock Vote.  At any time when shares of Convertible Preferred Stock are outstanding, except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law or by this Eighth Amended and Restated Certificate of Incorporation, and in addition to any other vote required by law or this Eighth Amended and Restated Certificate of Incorporation and notwithstanding anything to the contrary set forth in Section 8 hereof, without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of the Series F Convertible Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) together as a single class and on an as-converted basis, the Corporation shall not, either directly or by amendment, merger, consolidation or otherwise: (i) reclassify, amend, alter, waive or repeal the terms of any series of  Convertible Preferred Stock such that the Convertible Preferred Stock becomes convertible or exchangeable into any security of the Corporation other than shares of Common Stock, or enter into any arrangement to do any of the foregoing, (ii) convert shares of Convertible Preferred Stock into Common Stock without the approval of the holder thereof (other than pursuant to a Qualifying Public Offering pursuant to Subsection 6(a)(i)(A) below in effect on the date hereof) or enter into any arrangement to do the foregoing pursuant to a “pay to play” provision or otherwise or (iii) reduce the amounts payable on any series of Convertible Preferred Stock pursuant to Section 3 upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event or Section 7 pursuant to any redemption  or enter into any arrangement to do the foregoing.

5.Optional Conversion.

The holders of the Convertible Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a)Right to Convert.

(i)Each share of Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (1) in the case of Series B Preferred Stock, the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion, (2) in the case of Series C Preferred Stock, the Series C Original Issue Price by the Series C Conversion Price (as defined below) in effect at the time of conversion, (3) in the case of Series D Preferred Stock, the Series D Original Issue Price by the Series D Conversion Price (as defined below) in effect at the time of conversion, (4) in the case of Series E Preferred Stock, the Series E Original Issue Price by the Series E Conversion Price (as defined below) in effect at the time of conversion, (5) in the case of Series E-1 Preferred Stock, the Series E-1 Original Issue Price by the Series E-1 Conversion Price (as defined below) in effect at the time of conversion and (6) in the case of Series F Preferred Stock, the Series F Original Issue Price by the Series F Conversion Price (as defined below) in effect at the time of conversion.  The “Series B Conversion Price” shall initially be the Series B Original Issue Price, the “Series C Conversion Price” shall initially be the Series C Original Issue Price, the “Series D Conversion Price” shall

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initially be the Series D Original Issue Price, the “Series E Conversion Price” shall initially be the Series E Original Issue Price, the “Series E-1 Conversion Price” shall initially be the Series E-1 Original Issue Price and the “Series F Conversion Price” shall initially be the Series F Original Issue Price.  The Series B Conversion Price, in the case of the Series B Preferred Stock, the Series C Conversion Price, in the case of the Series C Preferred Stock, the Series D Conversion Price, in the case of the Series D Preferred Stock, the Series E Conversion Price, in the case of the Series E Preferred Stock, the Series E-1 Conversion Price, in the case of the Series E-1 Preferred Stock and the Series F Conversion Price in the case of the Series F Preferred Stock are individually or collectively, as applicable, referred to herein as the “Applicable Conversion Price.”  Such Applicable Conversion Price, and the rate at which shares of Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

(ii)In the event of a notice of redemption of any shares of Convertible Preferred Stock pursuant to Subsection 7 hereof, the Conversion Rights of the shares designated for redemption shall terminate at the close of business on the last full day preceding the date fixed for redemption, unless the applicable Redemption Price (as defined in Subsection 7 hereof) is not paid on such Redemption Date (as defined in Subsection 7 hereof), in which case the Conversion Rights for such shares shall continue until such price is paid in full.  In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Convertible Preferred Stock unless such amounts are not paid on such date fixed for payment in which case the Conversion Rights for such shares shall continue until such amount is paid in full.

(b)Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of the Convertible Preferred Stock.  In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board of Directors of the Corporation.  Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Convertible Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

(c)Mechanics of Conversion.

(i)In order for a holder of Convertible Preferred Stock to voluntarily convert shares of Convertible Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Convertible Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Convertible Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent.  Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or

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certificates for shares of Common Stock to be issued.  If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing.  The close of business on the date of receipt by the transfer agent of such certificates (or lost certificate affidavit and agreement) and notice (or by the Corporation if the Corporation serves as its own transfer agent) shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date.  The Corporation shall, as soon as practicable after the Conversion Time, (i) issue and deliver at such office to such holder of Convertible Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled, together with cash in lieu of any fraction of a share and (ii) pay all declared but unpaid dividends on the shares of Convertible Preferred Stock converted.

(ii)The Corporation shall at all times when any Convertible Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Convertible Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Convertible Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Convertible Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Eighth Amended and Restated Certificate of Incorporation.  Before taking any action which would cause an adjustment reducing the Applicable Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the applicable series of Convertible Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Applicable Conversion Price.

(iii)All shares of Convertible Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor and to receive payment of any dividends declared but unpaid thereon.  Any shares of Convertible Preferred Stock so converted shall be retired and cancelled and shall not be reissued as shares of such series of Convertible Preferred Stock, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of such series of Convertible Preferred Stock accordingly.

(iv)Upon any such conversion, no adjustment to the Applicable Conversion Price shall be made for any declared but unpaid dividends on the Convertible Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.

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(v)The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Convertible Preferred Stock pursuant to this Subsection 5.  The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Convertible Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

(d)Adjustments to Conversion Prices for Diluting Issues.

(i)Special Definitions.  For purposes of this Subsection 5, the following definitions shall apply:

(A)“Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(B)“Series F Preferred Stock Original Issue Date” shall mean September 30, 2015.

(C)“Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

(D)“Additional Shares of Common Stock” shall mean all shares of Common Stock issued (or, pursuant to Subsection 5(d)(iii) below, deemed to be issued) by the Corporation after the Series F Preferred Stock Original Issue Date, other than the following (“Exempted Securities”):

(I)shares of Common Stock issued or deemed issued as a dividend or distribution on the Convertible Preferred Stock;

(II)shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Subsection 5(e) or 5(f) below (provided such dividend, stock split, split up or other distribution is coupled with an issuance of Common Stock to holders of shares of Convertible Preferred Stock in an appropriate amount);

(III)in the aggregate, up to 18,579,285 shares of Common Stock reserved for issuance pursuant to the exercise of Options (including all option awards outstanding on the date hereof) issued or deemed issued to employees or directors of, or advisors or consultants

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to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the Preferred Directors;

(IV)shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security, and after giving effect to Subsections 5(d)(iii) and 5(d)(iv) below;

(V)shares of Common Stock issued or issuable to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Corporation, including the Preferred Directors; or

(VI)in the aggregate, up to 8,800,000 shares of, or Options to acquire shares of, Series A Redeemable Stock issued or deemed issued to employees or directors of, or advisors or consultants to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the Preferred Directors.

(ii)No Adjustment of Conversion Prices.   No adjustment in the Applicable Conversion Price shall be made as the result of the issuance of Additional Shares of Common Stock if: (a) the consideration per share (determined pursuant to Subsection 5(d)(v)) for such Additional Shares of Common Stock issued or deemed to be issued by the Corporation is equal to or greater than the Applicable Conversion Price in effect immediately prior to the issuance or deemed issuance of such Additional Shares of Common Stock, or (b) prior to such issuance or deemed issuance, the Corporation receives written notice from the holders of at least fifty-five percent (55%) of the then outstanding shares of Convertible Preferred Stock, voting together as a single class and on an as-converted basis, agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.

(iii)Deemed Issue of Additional Shares of Common Stock.

(A)If the Corporation at any time or from time to time on or after the Series F Preferred Stock Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive Exempted Securities) or shall fix a

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record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

(B)If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Applicable Conversion Price pursuant to the terms of Subsection 5(d)(iv) below, are revised (either automatically pursuant to the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then, effective upon such increase or decrease becoming effective, the Applicable Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Applicable Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security.  Notwithstanding the foregoing, no adjustment pursuant to this clause (B) shall have the effect of increasing the Applicable Conversion Price to an amount which exceeds the lower of (i) such Conversion Price on the original adjustment date, or (ii) such Applicable Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date.

(C)If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive Exempted Securities) the issuance of which did not result in an adjustment to the Applicable Conversion Price pursuant to the terms of Subsection 5(d)(iv) below (either because the consideration per share (determined pursuant to Subsection 5(d)(v) hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Applicable Conversion Price, as the case may be, then in effect, or because such Option or Convertible Security was issued before the Series F Preferred Stock Original Issue Date), are revised on or after the Series F Preferred Stock Original Issue Date, as the case may be (either automatically pursuant to the provisions contained therein or as a result of an amendment to such terms), to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Subsection 5(d)(iii)(A) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective.  If the change in such Option or Convertible Security causes an adjustment pursuant to this provision and such Option or Convertible Security is then further changed as a result of the adjustments made pursuant to this provision, no further adjustment shall

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be made hereunder as a result of the further automatic change in such Option or Convertible Security.

(D)Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security which resulted (either upon its original issuance or upon a revision of its term) in an adjustment to the Applicable Conversion Price pursuant to the terms of Subsection 5(d)(iv) below, the Applicable Conversion Price shall be readjusted to such Applicable Conversion Price as would have obtained had such Option or Convertible Security never been issued.

(iv)Adjustment of Conversion Prices Upon Issuance of Additional Shares of Common Stock.  In the event the Corporation shall at any time after the Series F Preferred Stock Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5(d)(iii)), without consideration or for a consideration per share less than an Applicable Conversion Price in effect immediately prior to such issue, then such Applicable Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

p= (p1ql + p2q2) ÷ (q1 + q2)

For purposes of the foregoing formula, the following definitions shall apply:

“p” shall mean the Applicable Conversion Price in effect immediately after such issue of Additional Shares of Common Stock;

“p1” shall mean the Applicable Conversion Price in effect immediately prior to such issue of Additional Shares of Common Stock;

“q1” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of Additional Shares of Common Stock (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion of Convertible Securities (including the Convertible Preferred Stock) outstanding immediately prior to such issue);

“p2” shall mean the price per share of such Additional Shares of Common Stock; and

“q2” shall mean the number of such Additional Shares of Common Stock issued in such transaction.

(v)Determination of Consideration.  For purposes of this Subsection 5(d), the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

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(A)Cash and Property:  Such consideration shall:

(I)insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;

(II)insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and

(III)in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (I) and (II) above, as determined in good faith by the Board of Directors of the Corporation.

(B)Options and Convertible Securities.  The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Subsection 5(d)(iii), relating to Options and Convertible Securities, shall be determined by dividing

(I)the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(II)the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

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(vi)Multiple Closing Dates.  In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Applicable Conversion Price pursuant to the terms of Subsection 5(d)(iv) above, and such issuance dates occur within a period of no more than 120 days from the first such issuance to the final such issuance, then, upon the final such issuance, the Applicable Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any adjustments as a result of any subsequent issuances within such period).

(e)Adjustment for Stock Splits and Combinations.  If the Corporation shall at any time or from time to time on or after the Series F Preferred Stock Original Issue Date effect a subdivision of the outstanding Common Stock without a comparable subdivision of the Convertible Preferred Stock or combine the outstanding shares Convertible Preferred Stock without a comparable combination of the Common Stock, the Convertible Preferred Stock in effect immediately before that subdivision or combination shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series of Convertible Preferred Stock shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding.  If the Corporation shall at any time or from time to time on or after the Series F Preferred Stock Original Issue Date combine the outstanding shares of Common Stock without a comparable combination of the Convertible Preferred Stock or effect a subdivision of the outstanding shares of the Convertible Preferred Stock without a comparable subdivision of the Common Stock, the Applicable Conversion Price in effect immediately before the combination or subdivision shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series of Convertible Preferred Stock shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding.  Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

(f)Adjustment for Certain Dividends and Distributions.  In the event the Corporation at any time or from time to time on or after the Series F Preferred Stock Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Applicable Conversion Price in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Applicable Conversion Price then in effect by a fraction:

(i)the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(ii)the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

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provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Applicable Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Applicable Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and provided further, however, that no such adjustment shall be made with respect to the Applicable Conversion Price if the holders of Convertible Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Convertible Preferred Stock had been converted into Common Stock on the date of such event.

(g)Adjustments for Other Dividends and Distributions.  In the event the Corporation at any time or from time to time on or after the Series F Preferred Stock Original Issue Date shall make or issue, or fix a record date for the determination of holders of capital stock of the Corporation entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section (C)(2) of this Article FOURTH do not apply to such dividend or distribution, then and in each such event the holders of Convertible Preferred Stock shall receive, simultaneously with the distribution to the holders of such capital stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Convertible Preferred Stock had been converted into Common Stock on the date of such event.

(h)Adjustment for Merger or Reorganization, etc.  Subject to the provisions of Section C(3), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Convertible Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections (e), (f) or (g) of this Subsection 5), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Convertible Preferred Stock, as the case may be, shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Convertible Preferred Stock, as the case may be, immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Subsection 5 with respect to the rights and interests thereafter of the holders of the Convertible Preferred Stock to the end that the provisions set forth in this Subsection 5 (including provisions with respect to changes in and other adjustments of the Applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Convertible Preferred Stock.

(i)Certificate as to Adjustments.  Upon the occurrence of each adjustment or readjustment of the Applicable Conversion Price pursuant to this Subsection 5, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days

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thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Convertible Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Convertible Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based.  The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Convertible Preferred Stock (but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (i) the Applicable Conversion Price then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of such Convertible Preferred Stock.

(j)Notice of Record Date.  In the event:

(i)the Corporation shall take a record of the holders of its Common Stock (or other stock or securities at the time issuable upon conversion of the Convertible Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(ii)of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event; or

(iii)of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation,

then, and in each such case, the Corporation will send or cause to be sent to the holders of Convertible Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, Deemed Liquidation Event, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time issuable upon the conversion of the Convertible Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, Deemed Liquidation Event, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to each series of Convertible Preferred Stock and the Common Stock.  Such notice shall be sent at least fourteen (14) days prior to the record date or effective date for the event specified in such notice, provided, however, that such notice period may be shortened upon the written consent of the holders of Convertible Preferred Stock that are entitled to such notice and that represent at least fifty-five percent (55%) of the then outstanding shares of Convertible Preferred Stock, voting together as a single class and on an as-converted basis.  Any notice required by the provisions hereof to be given to a holder of shares of Convertible Preferred Stock shall be deemed sent to such holder within five (5) days after deposited in the United States mail, postage prepaid, and addressed to such holder at his, her or its address appearing on the books of the Corporation.

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6.Mandatory Conversion.

(a)Trigger Events.

(i)Upon the earlier of (A) the closing of the sale of shares of Common Stock to the public at a price of at least $5.9782 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in aggregate gross proceeds of at least $50,000,000 to the Corporation (a “Qualifying Public Offering”) or (B), subject to Subsections 4(d) and 4(e) above, the date and time, or occurrence of an event, specified by vote or written consent of the holders of (y) at least fifty-five percent (55%) of the then outstanding shares of Series B Preferred Stock and Series C Preferred Stock, voting together as a single class and on an as-converted basis and (z) at least a majority of the then outstanding shares of Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock, voting together as a single class and on an as-converted basis (such closing, date or event in accordance with clause (A) or (B), the “Convertible Preferred Stock Mandatory Conversion Date”), all outstanding shares of Convertible Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate and such shares may not be reissued by the Corporation as shares of Convertible Preferred Stock.

(ii)Upon an Unrestricted IPO (as defined in Subsection 3(d) above) (the “Series A Mandatory Conversion Date” and, together with the Convertible Preferred Stock Mandatory Conversion Date, as applicable, the “Mandatory Conversion Date”), each outstanding share of Series A Redeemable Stock shall automatically be converted into such number of shares of Common Stock as is equal to the quotient obtained by dividing (x) the product of (1) the Series A Target Percentage and (2) the quotient obtained by dividing (I) the Pre-IPO Valuation (as defined in Subsection 3(d) above) by (II) the price to public of a share of Common Stock in such Unrestricted IPO by (y) the sum of (1) the number of then-outstanding shares of Series A Redeemable Stock and (2) the number of shares of Series A Redeemable Stock underlying then-outstanding vested and unvested stock options.  Any shares of Series A Redeemable Stock converted into shares of Common Stock in accordance with this Section 6 may not be reissued by the Corporation as shares of Series A Redeemable Stock.

(b)All holders of record of shares of Convertible Preferred Stock and Series A Redeemable Stock, as applicable, shall be given written notice of the Mandatory Conversion Date and the place designated for mandatory conversion of all such shares of Convertible Preferred Stock and Series A Redeemable Stock, as applicable, pursuant to this Subsection 6.  Such notice need not be given in advance of the occurrence of such Mandatory Conversion Date.  Such notice shall be sent by first class or registered mail, postage prepaid, or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Convertible Preferred Stock and Series A Redeemable Stock, as applicable.  Upon receipt of such notice, each holder of shares of Convertible Preferred Stock and Series A Redeemable Stock, as applicable, shall surrender his, her or its certificate or certificates for all such shares to the Corporation (or, if such registered holder alleges that any such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) at the place designated in such notice, and shall thereafter receive certificates for the number of shares of

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Common Stock to which such holder is entitled pursuant to this Subsection 6.  On the Mandatory Conversion Date, all outstanding shares of Convertible Preferred Stock and Series A Redeemable Stock, as applicable, shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Convertible Preferred Stock and Series A Redeemable Stock, as applicable, so converted, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefor (or a lost certificate affidavit and agreement), to receive certificates for the number of shares of Common Stock into which such Convertible Preferred Stock and Series A Redeemable Stock, as applicable, have been converted and payment of any declared but unpaid dividends thereon.  If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing.  As soon as practicable after a Mandatory Conversion Date and the surrender of the certificate or certificates for Convertible Preferred Stock and Series A Redeemable Stock, as applicable, the Corporation shall cause to be issued and delivered to such holder, or on his, her or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in Subsection 5(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion.

(c)All certificates evidencing shares of Convertible Preferred Stock and Series A Redeemable Stock, as applicable, which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date, be deemed to have been retired and cancelled and the shares of Convertible Preferred Stock and Series A Redeemable Stock, as applicable, represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date.  Such converted shares of Convertible Preferred Stock and Series A Redeemable Stock, as applicable, may not be reissued as shares of Convertible Preferred Stock or Series A Redeemable Stock, as applicable, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of the applicable series of Preferred Stock or the Series A Redeemable Stock, as applicable.

7.Redemption.

(a)Redemption of Convertible Preferred Stock.  Shares of (i) Series B Preferred Stock and Series C Preferred Stock shall be redeemed by the Corporation out of funds available therefor at a price equal to the Applicable Original Issue Price plus all declared but unpaid dividends thereon (the “Series B & C Redemption Price”), (ii) Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be redeemed by the Corporation out of funds available therefor at a price equal to the greater of (A) the Applicable Original Issue Price plus all declared but unpaid dividends thereon and (B) the Fair Market Value (determined in the manner set forth below) of a single share of Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, as applicable, as of the date of the Corporation’s receipt of a Redemption Request with respect to such Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, as applicable (the “Series D, E & F Redemption Price”) and (iii) Series E-1 Preferred Stock shall be redeemed at a price equal to the Fair Market Value (determined in the

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manner set forth below) of a single share of Series E-1 Preferred Stock as of the date of the Corporation’s receipt of a Redemption Request with respect to such Series E-1 Preferred Stock (together with the Series B & C Redemption Price and the Series D, E & F Redemption Price, as applicable, the “Redemption Price”),  in each case in three (3) equal annual installments commencing sixty (60) days after receipt by the Corporation at any time on or after September 30, 2021, from (I), in the case of the Series B Preferred Stock and Series C Preferred Stock,  holders of at least fifty-five percent (55%) of the then outstanding shares of Series B Preferred Stock and Series C Preferred Stock, voting together as a single class and on an as-converted basis, or (II) in the case of the Series D Preferred Stock,  Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock, holders of at least a majority of the then outstanding shares of Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock, voting together as a single class and on an as-converted basis, in each case, of written notice (the “Redemption Request”) requesting redemption of all such shares of Series B Preferred Stock and Series C Preferred Stock or all such shares of Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock, as applicable (the date of each such installment being referred to as a “Redemption Date”).  On each Redemption Date, the Corporation shall redeem, on a pro rata basis in accordance with the number of shares of Convertible Preferred Stock owned by each holder, that number of outstanding shares of Convertible Preferred Stock determined by dividing (x) the total number of shares of Convertible Preferred Stock outstanding immediately prior to such Redemption Date by (y) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies).  If the Corporation does not have sufficient funds available to redeem on any Redemption Date all shares of Convertible Preferred Stock to be redeemed on such Redemption Date, the Corporation shall redeem a pro rata portion of each holder’s redeemable shares of such capital stock out of funds available therefor, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the available funds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds available therefor, and the applicable Redemption Price of such remaining shares shall bear interest at the fixed rate of ten percent (10%) per annum from the applicable Redemption Date until the date on which such shares are redeemed in full and such interest shall be payable quarterly in arrears, in addition to the exercise of rights in accordance with Section 4(b)(ii) hereof. For purposes of this Section 7, the “Fair Market Value” of: (i) a single share of Series D Preferred Stock shall be the value of a single share of Series D Preferred Stock as mutually agreed upon by the Corporation and the holders of a majority of the shares of Series D Preferred Stock then outstanding, and, in the event that they are unable to reach agreement, by a third-party appraiser agreed to by the Corporation and the holders of a majority of the shares of Series D Preferred Stock then outstanding; (ii) a single share of Series E Convertible Preferred Stock shall be the value of a single share of Series E Preferred Stock and Series E-1 Preferred Stock, as the case may be, as mutually agreed upon by the Corporation and the holders of a majority of the shares of Series E Convertible Preferred Stock then outstanding, and, in the event that they are unable to reach agreement, by a third-party appraiser agreed to by the Corporation and the holders of a majority of the shares of Series E Convertible Preferred Stock then outstanding; and (iii) a single share of Series F Preferred Stock shall be the value of a single share of Series F Preferred Stock as mutually agreed upon by the Corporation and the holders of a majority of the shares of Series F Preferred Stock then outstanding, and, in the event that they are unable to reach agreement, by a third-party appraiser agreed to by the Corporation and the holders of a majority of

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the shares of Series F Preferred Stock then outstanding.

(b)Convertible Preferred Stock Redemption Notice.  Written notice of the mandatory redemption (the “Redemption Notice”) shall be mailed, postage prepaid, to each holder of record of Convertible Preferred Stock, at its post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law, not less than forty (40) days prior to each Redemption Date.  Each Redemption Notice shall state:

(i)the number of shares of Convertible Preferred Stock held by the holder that the Corporation shall redeem on the Redemption Date specified in the Redemption Notice;

(ii)the Redemption Date and the applicable Redemption Price;

(iii)the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 5(a)); and

(iv)that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Convertible Preferred Stock to be redeemed.

(c)Surrender of Convertible Preferred Stock Certificates; Payment.  On or before the applicable Redemption Date, each holder of shares of Convertible Preferred Stock to be redeemed on such Redemption Date, unless such holder has exercised his, her or its right to convert such shares as provided in Subsection 5 hereof, shall surrender the certificate or certificates representing such shares to the Corporation (or a lost certificate affidavit and agreement), in the manner and at the place designated in the Redemption Notice, and thereupon the applicable Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be canceled and retired.  In the event less than all of the shares of Convertible Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Convertible Preferred Stock shall promptly be issued to such holder.

(d)Rights Subsequent to Redemption of Convertible Preferred Stock.  If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the applicable Redemption Price payable upon redemption of the shares of Convertible Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor, then notwithstanding that the certificates evidencing any of the shares of Convertible Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Convertible Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the applicable Redemption Price without interest upon surrender of their certificate or certificates therefor (or a lost certificate affidavit and agreement).

(e)Redeemed or Otherwise Acquired Shares.  Any shares of Convertible Preferred Stock which are redeemed or otherwise acquired by the Corporation or any of its

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subsidiaries shall be automatically and immediately canceled and shall not be reissued, sold or transferred.  Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Convertible Preferred Stock following redemption.

(f)Redemption of Series A Redeemable Stock.  Shares of Series A Redeemable Stock shall only be redeemable as provided in Subsection 3 hereof.

8.Waiver.  Other than Section 4(e) (or any portion thereof), any of the rights of the holders of Series F Preferred Stock set forth herein may be waived by the affirmative consent or vote of the holders of Shares of Series F Preferred Stock representing at least a majority of the shares of Series F Preferred Stock then outstanding, acting as a single class.  Other than Section 4(d) (or any portion thereof), any of the rights of the holders of Series E Convertible Preferred Stock set forth herein may be waived by the affirmative consent or vote of the holders of Shares of Series E Convertible Preferred Stock representing at least a majority of the shares of Series E Convertible Preferred Stock then outstanding, acting as a single class.  Any of the rights of the holders of Series D Preferred Stock set forth herein may be waived by the affirmative consent or vote of the holders of shares of Series D Preferred Stock representing at least a majority of the shares of Series D Preferred Stock then outstanding, acting as a single class.  Any of the rights of the holders of Series C Preferred Stock set forth herein may be waived by the affirmative consent or vote of the holders of shares of Series C Preferred Stock representing at least a majority of the shares of Series C Preferred Stock then outstanding, acting as a single class.  Any of the rights of the holders of Series B Preferred Stock set forth herein may be waived by the affirmative consent or vote of the holders of shares of Series B Preferred Stock representing at least sixty-five percent (65%) of the shares of Series B Preferred Stock then outstanding, acting as a single class.  Any of the rights of the holders of Series A Redeemable Stock set forth herein may be waived by the affirmative consent or vote of the holders of shares of Series A Redeemable Stock representing at least sixty-five percent (65%) of the shares of Series A Redeemable Stock then outstanding, acting as a single class.

FIFTH:  Subject to any additional vote required by this Eighth Amended and Restated Certificate of Incorporation or Bylaws, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

SIXTH:  Subject to any additional vote required by this Eighth Amended and Restated Certificate of Incorporation, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation.

SEVENTH:  Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

EIGHTH:  Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide.  The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors of the Corporation or in the Bylaws of the Corporation.

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NINTH:  To the fullest extent permitted by the General Corporation Law, the Corporation shall provide indemnification of directors, officers and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law.  The Corporation shall provide such indemnification as follows:

(i)Actions, Suits and Proceedings Other than by or in the Right of the Corporation.  The Corporation shall indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed, to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(ii)Actions or Suits by or in the Right of the Corporation.  The Corporation shall indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this paragraph (ii) in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that the Court of Chancery of Delaware shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity

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for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware shall deem proper.

(iii)Indemnification for Expenses of Successful Party. Notwithstanding any other provisions of this Article NINTH, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Article NINTH, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, Indemnitee shall be indemnified against such expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith.

(iv)Notification and Defense of Claim.  As a condition precedent to an Indemnitee’s right to be indemnified, such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought.  With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to Indemnitee.  After notice from the Corporation to Indemnitee of its election to so assume such defense, the Corporation shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with such action, suit, proceeding or investigation, other than as provided below in this paragraph (iv).  Indemnitee shall have the right to employ his or her own counsel in connection with such action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (A) the employment of counsel by Indemnitee has been authorized by the Corporation, (B) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such action, suit, proceeding or investigation or (C) the Corporation shall not in fact have employed counsel to assume the defense of such action, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article NINTH.  The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (B) above.  The Corporation shall not be required to indemnify Indemnitee under this Article NINTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent.  The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on indemnitee without Indemnitee’s written consent.  Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

(v)Advance of Expenses.  Subject to the provisions of paragraph (vi) of this Article NINTH, in the event that the Corporation does not assume the defense pursuant to paragraph (iv) of this Article NINTH of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article NINTH, any expenses (including attorneys’ fees) incurred by or on behalf of an Indemnitee in defending an action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by or on behalf of

32

Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article NINTH; and further provided that no such advancement of expenses shall be made under this Article NINTH if it is determined (in the manner described in paragraph (vi)) that (A) Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (B) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe his or her conduct was unlawful.  Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment.

(vi)Procedure for Indemnification.  In order to obtain indemnification or advancement of expenses pursuant to paragraphs (i), (ii), (iii) or (v) of this Article NINTH, an Indemnitee shall submit to the Corporation a written request.  Any such advancement of expenses shall be made promptly, and in any event within thirty (30) days after receipt by the Corporation of the written request of Indemnitee, unless the Corporation determines within such 30-day period that Indemnitee did not meet the applicable standard of conduct set forth in paragraphs (i), (ii) or (v) of this Article NINTH, as the case may be.  Any such indemnification, unless ordered by a court, shall be made with respect to requests under paragraph (i) or (ii) only as authorized in the specific case upon a determination by the Corporation that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in paragraphs (i) or (ii), as the case may be.  Such determination shall be made in each instance (A) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (B) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum (C) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion or (D) by the stockholders of the Corporation.

(vii)Remedies.  The right to indemnification or advancement of expenses as granted by this Article NINTH shall be enforceable by Indemnitee in any court of competent jurisdiction.  Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to paragraph (vi) of this Article NINTH that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.  Indemnitee’s expenses (including attorneys’ fees) reasonably incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

(viii)Limitations.  Notwithstanding anything to the contrary in this Article NINTH, except as set forth in paragraph (vii) of this Article NINTH, the Corporation shall not indemnify an Indemnitee pursuant to this Article NINTH in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation.  Notwithstanding anything to the contrary in this Article NINTH, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed

33

from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

(ix)Subsequent Amendment.  No amendment, termination or repeal of this Article NINTH or of the relevant provisions of the General Corporation Law or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

(x)Other Rights.  The indemnification and advancement of expenses provided by this Article NINTH shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of Indemnitee.  Nothing contained in this Article NINTH shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article NINTH.  In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article NINTH.

(xi)Partial Indemnification.  If an Indemnitee is entitled under any provision of this Article NINTH to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which Indemnitee is entitled.

(xii)Insurance.  The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law.

(xiii)Savings Clause.  If this Article NINTH or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the

34

Corporation, to the fullest extent permitted by any applicable portion of this Article NINTH that shall not have been invalidated and to the fullest extent permitted by applicable law.

(xiv)Definitions.  Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

TENTH:  To the fullest extent permitted by applicable law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.  If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article TENTH to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article TENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

ELEVENTH:  The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity.  An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Convertible Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.

TWELFTH:  Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of §291 of Title 8 of the General Corporation Law or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under §279 of Title 8 of the General Corporation Law order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which

35

the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

[remainder of page intentionally left blank]

36

IN WITNESS WHEREOF, this Eighth Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 30th day of September, 2015.

By:	/s/ Patrick Morley
	Patrick Morley
	President and Chief Executive Officer

CERTIFICATE OF AMENDMENT OF

EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

BIT9, INC.

Pursuant to Sections 228 and 242

of the General Corporation Law of the State of Delaware

Bit9, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted (i) proposing a certain amendment to the Corporation’s Eighth Amended and Restated Certificate of Incorporation, (ii) declaring such amendment to be advisable and in the best interests of the Corporation, and (iii) directing that such amendment be submitted to the stockholders of the Corporation for approval thereby.  The resolutions setting forth the amendment and directing that such amendment be submitted to the stockholders are as follows:

RESOLVED:That, subject to stockholder approval, the Corporation amend its Eighth Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (the “Current Charter”), as follows:

The first paragraph of Article FOURTH shall be deleted and replaced in its entirety by the following:

FOURTH:The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 121,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 86,543,191 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which (i) 8,800,000 shares have been designated as Series A Redeemable Preferred Stock (“Series A Redeemable Stock”), (ii) 24,673,917 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”), (iii) 13,283,366 shares have been designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”), (iv) 11,876,688 shares have been designated as Series D Convertible Preferred Stock (“Series D Preferred Stock”), (v) 12,219,202 shares have been designated as Series E Convertible Preferred Stock (“Series E Preferred Stock”), (vi) 6,415,146 shares have been designated as Series E-1 Convertible Preferred Stock (“Series E-1 Preferred Stock,” and together with the Series E Preferred Stock, the “Series E Convertible Preferred Stock”), and (vii) 9,274,872 shares have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock” and together with the Series E Convertible Preferred Stock, the Series D Preferred Stock, the Series C Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

Article FOURTH, Subsection 5(d)(i)(D)(III) shall be deleted and replaced in its entirety by the following:

(III)in the aggregate, up to 23,579,285 shares of Common Stock reserved for issuance pursuant to the exercise of Options (including all option awards outstanding on the date hereof) issued or deemed issued to employees or directors of, or advisors or consultants to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the Preferred Directors;

RESOLVED:That the foregoing amendment is hereby recommended to the stockholders of the Corporation (the “Stockholders”) as being advisable and in the best interests of the Corporation and its Stockholders.

RESOLVED:That the amendment to the Current Charter, as described in the foregoing resolution, be submitted to the Stockholders of the Corporation entitled to vote thereon for its approval in compliance with Section 242 and 228 of the General Corporation Law of the State of Delaware.

SECOND:That the aforesaid amendment was duly adopted in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware and has been consented to in writing by the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

2

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this 21st day of December, 2015.

By:	/s/ Patrick Morley
	Patrick Morley
	President and Chief Executive Officer

3

CERTIFICATE OF AMENDMENT OF

EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

BIT9, INC.

Pursuant to Sections 228 and 242

of the General Corporation Law of the State of Delaware

Bit9, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted (i) proposing a certain amendment to the Corporation’s Eighth Amended and Restated Certificate of Incorporation, as amended on December 21, 2015, (ii) declaring such amendment to be advisable and in the best interests of the Corporation, and (iii) directing that such amendment be submitted to the stockholders of the Corporation for approval thereby.  The resolutions setting forth the amendment and directing that such amendment be submitted to the stockholders are as follows:

RESOLVED:That, subject to stockholder approval, the Corporation amend its Eighth Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware, as amended on December 21, 2015 (the “Current Charter”), as follows:

The first paragraph of Article FOURTH shall be deleted and replaced in its entirety by the following:

FOURTH:The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 123,460,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 88,825,483 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which (i) 8,800,000 shares have been designated as Series A Redeemable Preferred Stock (“Series A Redeemable Stock”), (ii) 24,673,917 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”), (iii) 13,283,366 shares have been designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”), (iv) 11,876,688 shares have been designated as Series D Convertible Preferred Stock (“Series D Preferred Stock”), (v) 12,219,202 shares have been designated as Series E Convertible Preferred Stock (“Series E Preferred Stock”), (vi) 6,415,146 shares have been designated as Series E-1 Convertible Preferred Stock (“Series E-1 Preferred Stock,” and together with the Series E Preferred Stock, the “Series E Convertible Preferred Stock”), and (vii) 11,557,164  shares have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock” and together with the Series E Convertible Preferred Stock, the Series D Preferred Stock, the Series C Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

RESOLVED:That the foregoing amendment is hereby recommended to the stockholders of the Corporation (the “Stockholders”) as being advisable and in the best interests of the Corporation and its Stockholders.

RESOLVED:That the amendment to the Current Charter, as described in the foregoing resolution, be submitted to the Stockholders of the Corporation entitled to vote thereon for its approval in compliance with Section 242 and 228 of the General Corporation Law of the State of Delaware.

SECOND:That the aforesaid amendment was duly adopted in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware and has been consented to in writing by the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

2

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this 13th day of January, 2016.

By:	/s/ Patrick Morley
	Patrick Morley
	President and Chief Executive Officer

3

CERTIFICATE OF AMENDMENT OF

EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

BIT9, INC.

(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

Bit9, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1.That the name of this corporation is Bit9, Inc., and that this corporation was originally incorporated pursuant to the General Corporation Law on December 19, 2002 under the name Bit 9, Inc.

2.That the Certificate of Incorporation of this corporation was amended and restated on December 16, 2004, was further amended by certificates of amendment on March 8, 2005 and April 21, 2005, was amended and restated on May 24, 2006, was amended and restated on October 11, 2007, was further amended by certificates of amendment on May 30, 2008 and July 30, 2008, was amended and restated on May 21, 2010, was further amended by a certificate of amendment on October 22, 2010, was amended and restated on April 4, 2011, was further amended and restated on July 12, 2012, was further amended by a certificate of amendment on August 12, 2013, was further amended and restated on February 10, 2014, and was further amended by certificates of amendment on March 2, 2015, June 11, 2015 and August 13, 2015, was further amended and restated on September 30, 2015, was further amended by a certificate of amendment on December 21, 2015 and was further amended by a certificate of amendment on January 13, 2016  (the September 30, 2015 amendment and restatement, as amended, the “Eighth Amended and Restated Certificate of Incorporation”).

3.The Eighth Amended and Restated Certificate of Incorporation, as in effect, is hereby amended by deleting Article FIRST and replacing it in its entirety with:

“FIRST: The name of this corporation is Carbon Black, Inc. (the “Corporation”).”

4.That the aforesaid amendment was duly adopted by the Board of Directors of the Corporation in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this 27th day of January, 2016.

BIT9, INC
By:	/s/ Patrick Morley
	Patrick Morley
	President and Chief Executive Officer

CERTIFICATE OF AMENDMENT OF

EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CARBON BLACK, INC.

Pursuant to Sections 228 and 242

of the General Corporation Law of the State of Delaware

Carbon Black, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted (i) proposing a certain amendment to the Corporation’s Eighth Amended and Restated Certificate of Incorporation, (ii) declaring such amendment to be advisable and in the best interests of the Corporation, and (iii) directing that such amendment be submitted to the stockholders of the Corporation for approval thereby.  The resolutions setting forth the amendment and directing that such amendment be submitted to the stockholders are as follows:

RESOLVED:That, subject to stockholder approval, the Corporation amend its Eighth Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (the “Current Charter”), as follows:

The first paragraph of Article FOURTH shall be deleted and replaced in its entirety by the following:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 125,545,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 88,825,483 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which (i) 8,800,000 shares have been designated as Series A Redeemable Preferred Stock (“Series A Redeemable Stock”), (ii) 24,673,917 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”), (iii) 13,283,366 shares have been designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”), (iv) 11,876,688 shares have been designated as Series D Convertible Preferred Stock (“Series D Preferred Stock”), (v) 12,219,202 shares have been designated as Series E Convertible Preferred Stock (“Series E Preferred Stock”), (vi) 6,415,146 shares have been designated as Series E-1 Convertible Preferred Stock (“Series E-1 Preferred Stock,” and together with the Series E Preferred Stock, the “Series E Convertible Preferred Stock”), and (vii) 11,557,164 shares have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock” and together with the Series E Convertible Preferred Stock, the Series D Preferred Stock, the Series C Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

Article FOURTH, Subsection 5(d)(i)(D)(III) shall be deleted and replaced in its entirety by the following:

(III)in the aggregate, up to 25,501,086 shares of Common Stock reserved for issuance pursuant to the exercise of Options (including all option awards outstanding on the date hereof) issued or deemed issued to employees or directors of, or advisors or consultants to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the Preferred Directors;

RESOLVED:That the foregoing amendment is hereby recommended to the stockholders of the Corporation (the “Stockholders”) as being advisable and in the best interests of the Corporation and its Stockholders.

RESOLVED:That the amendment to the Current Charter, as described in the foregoing resolution, be submitted to the Stockholders of the Corporation entitled to vote thereon for its approval in compliance with Section 242 and 228 of the General Corporation Law of the State of Delaware.

SECOND:That the aforesaid amendment was duly adopted in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware and has been consented to in writing by the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

2

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this 11th day of February, 2016.

By:	/s/ Patrick Morley
	Patrick Morley
	President and Chief Executive Officer

3

CERTIFICATE OF AMENDMENT OF

EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CARBON BLACK, INC.

Pursuant to Sections 228 and 242

of the General Corporation Law of the State of Delaware

Carbon Black, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted (i) proposing a certain amendment to the Corporation’s Eighth Amended and Restated Certificate of Incorporation, (ii) declaring such amendment to be advisable and in the best interests of the Corporation, and (iii) directing that such amendment be submitted to the stockholders of the Corporation for approval thereby.  The resolutions setting forth the amendment and directing that such amendment be submitted to the stockholders are as follows:

RESOLVED:That, subject to stockholder approval, the Corporation amend its Eighth Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (the “Current Charter”), as follows:

The first paragraph of Article FOURTH shall be deleted and replaced in its entirety by the following:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 149,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 102,901,207 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which (i) 8,800,000 shares have been designated as Series A Redeemable Preferred Stock (“Series A Redeemable Stock”), (ii) 24,673,917 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”), (iii) 13,283,366 shares have been designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”), (iv) 11,876,688 shares have been designated as Series D Convertible Preferred Stock (“Series D Preferred Stock”), (v) 12,219,202 shares have been designated as Series E Convertible Preferred Stock (“Series E Preferred Stock”), (vi) 6,415,146 shares have been designated as Series E-1 Convertible Preferred Stock (“Series E-1 Preferred Stock,” and together with the Series E Preferred Stock, the “Series E Convertible Preferred Stock”), and (vii) 25,632,888 shares have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock” and together with the Series E Convertible Preferred Stock, the Series D Preferred Stock, the Series C Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

Article FOURTH, Subsection 5(d)(i)(D)(III) shall be deleted and replaced in its entirety by the following:

(III)in the aggregate, up to 26,381,086 shares of Common Stock reserved for issuance pursuant to the exercise of Options (including all option awards outstanding on the date hereof) issued or deemed issued to employees or directors of, or advisors or consultants to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the Preferred Directors;

RESOLVED:That the foregoing amendment is hereby recommended to the stockholders of the Corporation (the “Stockholders”) as being advisable and in the best interests of the Corporation and its Stockholders.

RESOLVED:That the amendment to the Current Charter, as described in the foregoing resolution, be submitted to the Stockholders of the Corporation entitled to vote thereon for its approval in compliance with Section 242 and 228 of the General Corporation Law of the State of Delaware.

SECOND:That the aforesaid amendment was duly adopted in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware and has been consented to in writing by the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this 3rd day of June, 2016.

By:	/s/ Patrick Morley
	Patrick Morley
	President and Chief Executive Officer

CERTIFICATE OF AMENDMENT OF

EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CARBON BLACK, INC.

Pursuant to Sections 228 and 242

of the General Corporation Law of the State of Delaware

Carbon Black, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted (i) proposing a certain amendment to the Corporation’s Eighth Amended and Restated Certificate of Incorporation, (ii) declaring such amendment to be advisable and in the best interests of the Corporation, and (iii) directing that such amendment be submitted to the stockholders of the Corporation for approval thereby.  The resolutions setting forth the amendment and directing that such amendment be submitted to the stockholders are as follows:

RESOLVED:That, subject to stockholder approval, the Corporation amend its Eighth Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (the “Current Charter”), as follows:

The first paragraph of Article FOURTH shall be deleted and replaced in its entirety by the following:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 152,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 102,901,207 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which (i) 8,800,000 shares have been designated as Series A Redeemable Preferred Stock (“Series A Redeemable Stock”), (ii) 24,673,917 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”), (iii) 13,283,366 shares have been designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”), (iv) 11,876,688 shares have been designated as Series D Convertible Preferred Stock (“Series D Preferred Stock”), (v) 12,219,202 shares have been designated as Series E Convertible Preferred Stock (“Series E Preferred Stock”), (vi) 6,415,146 shares have been designated as Series E-1 Convertible Preferred Stock (“Series E-1 Preferred Stock,” and together with the Series E Preferred Stock, the “Series E Convertible Preferred Stock”), and (vii) 25,632,888 shares have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock” and together with the Series E Convertible Preferred Stock, the Series D Preferred Stock, the Series C Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

Article FOURTH, Subsection 5(d)(i)(D)(III) shall be deleted and replaced in its entirety by the following:

(III)in the aggregate, up to 29,381,086 shares of Common Stock reserved for issuance pursuant to the exercise of Options (including all option awards outstanding on the date hereof) issued or deemed issued to employees or directors of, or advisors or consultants to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the Preferred Directors;

RESOLVED:That the foregoing amendment is hereby recommended to the stockholders of the Corporation (the “Stockholders”) as being advisable and in the best interests of the Corporation and its Stockholders.

RESOLVED:That the amendment to the Current Charter, as described in the foregoing resolution, be submitted to the Stockholders of the Corporation entitled to vote thereon for its approval in compliance with Section 242 and 228 of the General Corporation Law of the State of Delaware.

SECOND:That the aforesaid amendment was duly adopted in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware and has been consented to in writing by the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this 28th day of October, 2016.

By:	/s/ Patrick Morley
	Patrick Morley
	President and Chief Executive Officer

CERTIFICATE OF AMENDMENT OF

EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CARBON BLACK, INC.

Pursuant to Sections 228 and 242

of the General Corporation Law of the State of Delaware

Carbon Black, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted (i) proposing a certain amendment to the Corporation’s Eighth Amended and Restated Certificate of Incorporation, (ii) declaring such amendment to be advisable and in the best interests of the Corporation, and (iii) directing that such amendment be submitted to the stockholders of the Corporation for approval thereby.  The resolutions setting forth the amendment and directing that such amendment be submitted to the stockholders are as follows:

RESOLVED:That, subject to stockholder approval, the Corporation amend its Eighth Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (the “Current Charter”), as follows:

The first paragraph of Article FOURTH shall be deleted and replaced in its entirety by the following:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 152,350,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 102,901,207 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which (i) 8,800,000 shares have been designated as Series A Redeemable Preferred Stock (“Series A Redeemable Stock”), (ii) 24,673,917 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”), (iii) 13,283,366 shares have been designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”), (iv) 11,876,688 shares have been designated as Series D Convertible Preferred Stock (“Series D Preferred Stock”), (v) 12,219,202 shares have been designated as Series E Convertible Preferred Stock (“Series E Preferred Stock”), (vi) 6,415,146 shares have been designated as Series E-1 Convertible Preferred Stock (“Series E-1 Preferred Stock,” and together with the Series E Preferred Stock, the “Series E Convertible Preferred Stock”), and (vii) 25,632,888 shares have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock” and together with the Series E Convertible Preferred Stock, the Series D Preferred Stock, the Series C Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

Article FOURTH, Section C, Subsection 5(d)(i)(D)(III) shall be deleted and replaced in its entirety by the following:

(III)in the aggregate, up to 29,731,086 shares of Common Stock reserved for issuance pursuant to the exercise of Options (including all option awards outstanding on the date hereof) issued or deemed issued to employees or directors of, or advisors or consultants to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the Preferred Directors;

RESOLVED:That the foregoing amendment is hereby recommended to the stockholders of the Corporation (the “Stockholders”) as being advisable and in the best interests of the Corporation and its Stockholders.

RESOLVED:That the amendment to the Current Charter, as described in the foregoing resolution, be submitted to the Stockholders of the Corporation entitled to vote thereon for its approval in compliance with Section 242 and 228 of the General Corporation Law of the State of Delaware.

SECOND:That the aforesaid amendment was duly adopted in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware and has been consented to in writing by the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

* * *

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this 26th day of January, 2017.

By:	/s/ Eric Pyenson
	Eric Pyenson
	Secretary

CERTIFICATE OF AMENDMENT OF

EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CARBON BLACK, INC.

Pursuant to Sections 228 and 242

of the General Corporation Law of the State of Delaware

Carbon Black, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:                   That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted (i) proposing a certain amendment to the Corporation’s Eighth Amended and Restated Certificate of Incorporation, (ii) declaring such amendment to be advisable and in the best interests of the Corporation, and (iii) directing that such amendment be submitted to the stockholders of the Corporation for approval thereby.  The resolutions setting forth the amendment and directing that such amendment be submitted to the stockholders are as follows:

RESOLVED:       That, subject to stockholder approval, the Corporation amend its Eighth Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (the “Current Charter”), as follows:

The first paragraph of Article FOURTH shall be deleted and replaced in its entirety by the following:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 154,650,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 102,901,207 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which (i) 8,800,000 shares have been designated as Series A Redeemable Preferred Stock (“Series A Redeemable Stock”), (ii) 24,673,917 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”), (iii) 13,283,366 shares have been designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”), (iv) 11,876,688 shares have been designated as Series D Convertible Preferred Stock (“Series D Preferred Stock”), (v) 12,219,202 shares have been designated as Series E Convertible Preferred Stock (“Series E Preferred Stock”), (vi) 6,415,146 shares have been designated as Series E-1 Convertible Preferred Stock (“Series E-1 Preferred Stock,” and together with the Series E Preferred Stock, the “Series E Convertible Preferred Stock”), and (vii) 25,632,888 shares have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock” and together with the Series E Convertible Preferred Stock, the Series D Preferred Stock, the Series C Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

Article FOURTH, Section C,  Subsection 5(d)(i)(D)(III) shall be deleted and replaced in its entirety by the following:

(III)        in the aggregate, up to 32,031,086 shares of Common Stock reserved for issuance pursuant to the exercise of Options (including all option awards outstanding on the date hereof) issued or deemed issued to employees or directors of, or advisors or consultants to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the Preferred Directors;

RESOLVED:       That the foregoing amendment is hereby recommended to the stockholders of the Corporation (the “Stockholders”) as being advisable and in the best interests of the Corporation and its Stockholders.

RESOLVED:       That the amendment to the Current Charter, as described in the foregoing resolution, be submitted to the Stockholders of the Corporation entitled to vote thereon for its approval in compliance with Section 242 and 228 of the General Corporation Law of the State of Delaware.

SECOND:              That the aforesaid amendment was duly adopted in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware and has been consented to in writing by the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

* * *

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this 11th day of May, 2017.

By:	/s/ Patrick Morley
	Patrick Morley
	President and Chief Executive Officer

CERTIFICATE OF AMENDMENT OF

EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CARBON BLACK, INC.

Pursuant to Sections 228 and 242

of the General Corporation Law of the State of Delaware

Carbon Black, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:                   That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted (i) proposing a certain amendment to the Corporation’s Eighth Amended and Restated Certificate of Incorporation, (ii) declaring such amendment to be advisable and in the best interests of the Corporation, and (iii) directing that such amendment be submitted to the stockholders of the Corporation for approval thereby.  The resolutions setting forth the amendment and directing that such amendment be submitted to the stockholders are as follows:

RESOLVED:       That, subject to stockholder approval, the Corporation amend its Eighth Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (the “Current Charter”), as follows:

The first paragraph of Article FOURTH shall be deleted and replaced in its entirety by the following:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 156,650,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 102,901,207 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which (i) 8,800,000 shares have been designated as Series A Redeemable Preferred Stock (“Series A Redeemable Stock”), (ii) 24,673,917 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”), (iii) 13,283,366 shares have been designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”), (iv) 11,876,688 shares have been designated as Series D Convertible Preferred Stock (“Series D Preferred Stock”), (v) 12,219,202 shares have been designated as Series E Convertible Preferred Stock (“Series E Preferred Stock”), (vi) 6,415,146 shares have been designated as Series E-1 Convertible Preferred Stock (“Series E-1 Preferred Stock,” and together with the Series E Preferred Stock, the “Series E Convertible Preferred Stock”), and (vii) 25,632,888 shares have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock” and together with the Series E Convertible Preferred Stock, the Series D Preferred Stock, the Series C Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

Article FOURTH, Section C,  Subsection 5(d)(i)(D)(III) shall be deleted and replaced in its entirety by the following:

(III)        in the aggregate, up to 34,031,086 shares of Common Stock reserved for issuance pursuant to the exercise of Options (including all option awards outstanding on the date hereof) issued or deemed issued to employees or directors of, or advisors or consultants to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the Preferred Directors;

RESOLVED:       That the foregoing amendment is hereby recommended to the stockholders of the Corporation (the “Stockholders”) as being advisable and in the best interests of the Corporation and its Stockholders.

RESOLVED:       That the amendment to the Current Charter, as described in the foregoing resolution, be submitted to the Stockholders of the Corporation entitled to vote thereon for its approval in compliance with Section 242 and 228 of the General Corporation Law of the State of Delaware.

SECOND:              That the aforesaid amendment was duly adopted in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware and has been consented to in writing by the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

* * *

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this 27th day of October, 2017.

By:	/s/ Patrick Morley
	Patrick Morley
	President and Chief Executive Officer

CERTIFICATE OF AMENDMENT OF

EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CARBON BLACK, INC.

Pursuant to Sections 228 and 242

of the General Corporation Law of the State of Delaware

Carbon Black, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:                   That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted (i) proposing a certain amendment to the Corporation’s Eighth Amended and Restated Certificate of Incorporation, (ii) declaring such amendment to be advisable and in the best interests of the Corporation, and (iii) directing that such amendment be submitted to the stockholders of the Corporation for approval thereby.  The resolutions setting forth the amendment and directing that such amendment be submitted to the stockholders are as follows:

RESOLVED:       That, subject to stockholder approval, the Corporation amend its Eighth Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (the “Current Charter”), as follows:

The first paragraph of Article FOURTH shall be deleted and replaced in its entirety by the following:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 160,400,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 102,901,207 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which (i) 8,800,000 shares have been designated as Series A Redeemable Preferred Stock (“Series A Redeemable Stock”), (ii) 24,673,917 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”), (iii) 13,283,366 shares have been designated as Series C Convertible Preferred Stock (“Series C Preferred Stock”), (iv) 11,876,688 shares have been designated as Series D Convertible Preferred Stock (“Series D Preferred Stock”), (v) 12,219,202 shares have been designated as Series E Convertible Preferred Stock (“Series E Preferred Stock”), (vi) 6,415,146 shares have been designated as Series E-1 Convertible Preferred Stock (“Series E-1 Preferred Stock,” and together with the Series E Preferred Stock, the “Series E Convertible Preferred Stock”), and (vii) 25,632,888 shares have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock” and together with the Series E Convertible Preferred Stock, the Series D Preferred Stock, the Series C Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

Article FOURTH, Section C,  Subsection 5(d)(i)(D)(III) shall be deleted and replaced in its entirety by the following:

(III)        in the aggregate, up to 37,781,086 shares of Common Stock reserved for issuance pursuant to the exercise of Options (including all option awards outstanding on the date hereof) issued or deemed issued to employees or directors of, or advisors or consultants to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the Preferred Directors;

RESOLVED:       That the foregoing amendment is hereby recommended to the stockholders of the Corporation (the “Stockholders”) as being advisable and in the best interests of the Corporation and its Stockholders.

RESOLVED:       That the amendment to the Current Charter, as described in the foregoing resolution, be submitted to the Stockholders of the Corporation entitled to vote thereon for its approval in compliance with Section 242 and 228 of the General Corporation Law of the State of Delaware.

SECOND:              That the aforesaid amendment was duly adopted in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware and has been consented to in writing by the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

* * *

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this 29th day of January, 2018.

By:	/s/ Patrick Morley
	Patrick Morley
	President and Chief Executive Officer

EX-3.3

Exhibit 3.3

SECOND AMENDED AND RESTATED BY-LAWS

OF

CARBON BLACK, INC.

SECOND AMENDED AND RESTATED BY-LAWS

TABLE OF CONTENTS

		Page
ARTICLE I STOCKHOLDERS		1
1.1	Place of Meetings	1
1.2	Annual Meeting	1
1.3	Special Meetings	1
1.4	Notice of Meetings	1
1.5	Voting List	2
1.6	Quorum	2
1.7	Adjournments	2
1.8	Voting and Proxies	2
1.9	Action at Meeting	3
1.10	Conduct of Meetings	3
1.11	Action without Meeting	4
ARTICLE II DIRECTORS		5
2.1	General Powers	5
2.2	Number; Election and Qualification	5
2.3	Enlargement of the Board	5
2.4	Tenure	5
2.5	Vacancies	5
2.6	Resignation	6
2.7	Regular Meetings	6
2.8	Special Meetings	6
2.9	Notice of Special Meetings	6
2.10	Meetings by Conference Communications Equipment	6
2.11	Quorum	6
2.12	Action at Meeting	7
2.13	Action by Consent	7
2.14	Removal	7
2.15	Committees	7
2.16	Compensation of Directors	7
ARTICLE III OFFICERS		8
3.1	Titles	8
3.2	Election	8
3.3	Qualification	8
3.4	Tenure	8
3.5	Resignation and Removal	8
3.6	Vacancies	8
3.7	Chairman of the Board	8
3.8	President; Chief Executive Officer	9
3.9	Vice Presidents	9
3.10	Secretary and Assistant Secretaries	9
3.11	Treasurer and Assistant Treasurers	10

i

3.12	Salaries	10
ARTICLE IV CAPITAL STOCK		10
4.1	Issuance of Stock	10
4.2	Certificates of Stock	10
4.3	Transfers	11
4.4	Lost, Stolen or Destroyed Certificates	11
4.5	Record Date	11
ARTICLE V GENERAL PROVISIONS		12
5.1	Fiscal Year	12
5.2	Corporate Seal	12
5.3	Waiver of Notice	12
5.4	Voting of Securities	12
5.5	Evidence of Authority	12
5.6	Certificate of Incorporation	13
5.7	Transactions with Interested Parties	13
5.8	Severability	13
5.9	Pronouns	13
ARTICLE VI AMENDMENTS		14
6.1	By the Board of Directors	14
6.2	By the Stockholders	14
ARTICLE VII STOCK TRANSFERS		15
7.1	Stock Transfer Agreements	15
7.2	Restriction on Transfer	15

ii

SECOND AMENDED AND RESTATED BY-LAWS

OF

CARBON BLACK, INC.

ARTICLE I

STOCKHOLDERS

1.1Place of Meetings. All meetings of stockholders shall be held at such place as may be designated from time to time by the Board of Directors, the Chairman of the Board or the President or, if not so designated, at the principal office of the corporation. The Board of Directors may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in a manner consistent with the General Corporation Law of the State of Delaware.

1.2Annual Meeting. Unless directors are elected by consent in lieu of an annual meeting, the annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated by the Board of Directors, the Chairman of the Board or the President (which date shall not be a legal holiday in the place where the meeting is to be held). If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these By-laws to the annual meeting of the stockholders shall be deemed to refer to such special meeting.

1.3Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board or the President, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

1.4Notice of Meetings. Except as otherwise provided by law, notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the General Corporation Law of the State of Delaware) by the stockholder to whom the notice is given. The notices of all meetings shall state the place, if any, date and time of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall

state, in addition, the purpose or purposes for which the meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the General Corporation Law of the State of Delaware.

1.5Voting List. The Secretary shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

1.6Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion or represented by proxy, shall constitute a quorum for the transaction of business. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

1.7Adjournments. Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under these By-laws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as secretary of such meeting. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place, if any, of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

1.8Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional

2

share so held, unless otherwise provided by law or the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action without a meeting, may vote or express such consent or dissent in person (including by means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting) or may authorize another person or persons to vote or act for such stockholder by a proxy executed or transmitted in a manner permitted by the General Corporation Law of the State of Delaware by the stockholder or such stockholder’s authorized agent and delivered (including by electronic transmission) to the Secretary of the corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period.

1.9Action at Meeting. When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by the vote of the holders of shares of stock having a majority of the votes cast by the holders of all of the shares of stock present or represented and voting on such matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on such matter), except when a different vote is required by law, the Certificate of Incorporation or these By-Laws. When a quorum is present at any meeting, any election by stockholders of directors shall be determined by a plurality of the votes cast on the election.

1.10Conduct of Meetings.

(a)Chairman of Meeting. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the President, or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by vote of the stockholders at the meeting. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b)Rules, Regulations and Procedures. The Board of Directors of the corporation may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of

3

an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

1.11Action without Meeting.

(a)Taking of Action by Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Except as otherwise provided by the Certificate of Incorporation, stockholders may act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

(b)Electronic Transmission of Consents. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the

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book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

(c)Notice of Taking of Corporate Action. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

ARTICLE II

DIRECTORS

2.1General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the corporation except as otherwise provided by law, the Certificate of Incorporation or these By-laws.

2.2Number; Election and Qualification. The number of directors which shall constitute the whole Board of Directors shall be determined from time to time by resolution of the stockholders or the Board of Directors, but in no event shall be less than one. The number of directors may be decreased at any time and from time to time either by the stockholders or by a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more directors. The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Directors need not be stockholders of the corporation.

2.3Enlargement of the Board. The number of directors may be increased at any time and from time to time by the stockholders or by a majority of the directors then in office.

2.4Tenure. Each director shall hold office until the next annual meeting and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.5Vacancies. Unless and until filled by the stockholders, any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next

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annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.6Resignation. Any director may resign by delivering a resignation in writing or by electronic transmission to the corporation at its principal office or to the Chairman of the Board, the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

2.7Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

2.8Special Meetings. Special meetings of the Board of Directors may be held at any time and place designated in a call by the Chairman of the Board, the President or one or more directors.

2.9Notice of Special Meetings. Notice of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending a telegram, telecopy or electronic mail, or delivering written notice by hand, to such director’s last known business, home or electronic mail address at least 48 hours in advance of the meeting, or (iii) by sending written notice, via first-class mail or reputable overnight courier, to such director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

2.10Meetings by Conference Communications Equipment. Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

2.11Quorum. A majority of the directors at any time in office shall constitute a quorum for the transaction of business. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified. In no case, however, shall less than one-third of the number of directors fixed pursuant to Section 2.2 of these By-laws constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

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2.12        Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these By-laws.

2.13        Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the written consents or electronic transmissions are filed with the minutes of proceedings of the Board or committee.

2.14        Removal. Except as otherwise provided by the General Corporation Law of the State of Delaware, any one or more or all of the directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except that the directors elected by the holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series.

2.15        Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the Board of Directors.

2.16        Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service.

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ARTICLE III

OFFICERS

3.1          Titles. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors may determine, including a Chairman of the Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers, and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.

3.2          Election. The President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

3.3          Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

3.4          Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, each officer shall hold office until such officer’s successor is elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation or removal.

3.5          Resignation and Removal. Any officer may resign by delivering a written resignation to the corporation at its principal office or to the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office.

Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the corporation.

3.6          Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of President, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is elected and qualified, or until such officer’s earlier death, resignation or removal.

3.7          Chairman of the Board. The Board of Directors may appoint from its members a Chairman of the Board. If the Board of Directors appoints a Chairman of the Board, such

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Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors and, if the Chairman of the Board is also designated as the corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.8 of these By-laws. Unless otherwise provided by the Board of Directors, the Chairman of the Board shall preside at all meetings of the Board of Directors and stockholders.

3.8          President; Chief Executive Officer. Unless the Board of Directors has designated the Chairman of the Board or another person as the corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the corporation. The Chief Executive Officer shall have general charge and supervision of the business of the corporation subject to the direction of the Board of Directors. The President shall perform such other duties and shall have such other powers as the Board of Directors and the Chief Executive Officer (if the Chairman of the Board or another person is serving in such position) may from time to time prescribe.

3.9          Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Chief Executive Officer or the President (if the President is not the Chief Executive Officer), the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors) shall perform the duties of the Chief Executive Officer and when so performing shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.

3.10        Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary, (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.

In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

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3.11        Treasurer and Assistant Treasurers. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned by the Board of Directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these By-laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the corporation.

The Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer, (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Treasurer.

3.12        Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

ARTICLE IV

CAPITAL STOCK

4.1          Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any shares of the authorized capital stock of the corporation held in the corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such lawful consideration and on such terms as the Board of Directors may determine.

4.2          Certificates of Stock. Every holder of stock of the corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by such holder in the corporation. Each such certificate shall be signed by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any, of the Board of Directors, or the President or a Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Any or all of the signatures on the certificate may be a facsimile.

Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these By-laws, applicable securities laws or any agreement among any number of stockholders or among such holders and the corporation shall

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have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

4.3          Transfers. Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these By-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-laws.

4.4          Lost, Stolen or Destroyed Certificates. The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

4.5          Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or to express consent (or dissent) to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 10 days after the date of adoption of a record date for a consent without a meeting, nor more than 60 days prior to any other action to which such record date relates.

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If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders entitled to express consent to corporate action without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first consent is properly delivered to the corporation. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE V

GENERAL PROVISIONS

5.1          Fiscal Year. Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the corporation shall begin on the first day of January of each year and end on the last day of December in each year.

5.2          Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors.

5.3          Waiver of Notice. Whenever notice is required to be given by law, by the Certificate of Incorporation or by these By-laws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

5.4          Voting of Securities. Except as the Board of Directors may otherwise designate, the President or the Treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation.

5.5          Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

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5.6          Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

5.7          Transactions with Interested Parties. No contract or transaction between the corporation and one or more of the directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors at which the contract or transaction is authorized or solely because any such director’s or officer’s votes are counted for such purpose, if:

(a)        The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;

(b)        The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c)         The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

5.8          Severability. Any determination that any provision of these By-laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-laws.

5.9          Pronouns. All pronouns used in these By-laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

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ARTICLE VI

AMENDMENTS

6.1          By the Board of Directors. These By-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

6.2          By the Stockholders. These By-laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at any regular meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new by-laws shall have been stated in the notice of such special meeting.

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ARTICLE VII

STOCK TRANSFERS

7.1 Stock Transfer Agreements. The corporation shall have the power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of the State of Delaware.

7.2 Restriction on Transfer.

(a)  No stockholder of the corporation (a “Stockholder”) may sell, assign, transfer, pledge, encumber or in any manner dispose of (“Transfer”) any share of the corporation’s Common Stock, par value $0.001 per share, Series E-1 Convertible Preferred Stock, par value $0.001 per share (the “Series E-1 Convertible Preferred Stock”), or Series A Redeemable Preferred Stock, par value $0.001 per share (collectively, the “Restricted Shares”), whether voluntarily or by operation of law, or by gift or otherwise, other than by means of a Permitted Transfer (as defined below).

(b)  For purposes of this Section 7.2, a “Permitted Transfer” shall mean any of the following:

(i) any Transfer by a Stockholder of any or all of such Stockholder’s Restricted Shares to the corporation;

(ii) any Transfer by a Stockholder of any or all of such Stockholder’s Restricted Shares to such Stockholder’s Immediate Family (as defined below) or a trust for the benefit of such Stockholder or such Stockholder’s Immediate Family;

(iii) any Transfer by a Stockholder of any or all of such Stockholder’s Restricted Shares effected pursuant to such Stockholder’s will or the laws of intestate succession;

(iv) any Transfer by a Stockholder of any or all of such Stockholder’s Restricted Shares to an existing Stockholder that holds at least one million (1,000,000) shares (as adjusted for stock splits, stock dividends, combinations, reclassifications or the like) of the corporation’s Convertible Preferred Stock (excluding the Series E-1 Convertible Preferred Stock); and/or

(v) any Transfer by a Stockholder of any or all of such Stockholder’s Restricted Shares approved by the Board of Directors;

provided, that, in the case of subsections (i), (iv) and (v) above, such Restricted Shares have been free of any vesting restrictions or rights of repurchase in favor of the corporation for at least six (6) months prior to any such Transfer.

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Notwithstanding the foregoing, if the Restricted Shares of the transferring party is subject to co-sale rights pursuant to the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement by and among the corporation and the other parties thereto, as amended from time to time (the “Co-Sale Rights”), the persons and/or entities entitled to the Co-Sale Rights shall be permitted to exercise their respective Co-Sale Rights in conjunction with that specific Permitted Transfer without any additional approval of the Board of Directors.

(c)  In the case of any Transfer described in Section 7.2(b) above, the transferee, assignee, or other recipient shall receive and hold the Restricted Shares subject to the provisions of this Article VII, and there shall be no further Transfer of such Restricted Shares except in accordance with Section 7.2(a).

(d)  For purposes of this Section 7.2:

(i) “Immediate Family” shall mean any child, stepchild, grandchild or other lineal descendant, any parent, stepparent, grandparent or other ancestor, any spouse, former spouse, sibling, niece, nephew, uncle, aunt, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, or any Spousal Equivalent.

(ii) “Spousal Equivalent” shall mean an individual who: (A) is in an exclusive, continuous, committed relationship with the relevant Stockholder, has been in that relationship for the twelve (12) months prior to the relevant date and intends to be in that relationship indefinitely; (B) has no such relationship with any other person and is not married to any other person; (C) shares a principal residence with the relevant Stockholder; (D) is at least 18 years of age and legally and mentally competent to consent to contract; (E) is not related by blood to the relevant stockholder to a degree of kinship that would prevent marriage from being recognized under the law of the state in which the individual and the relevant Stockholder reside; and (F) is jointly responsible with the relevant Stockholder for each other’s common welfare and financial obligations; provided that any Stockholder who wishes to Transfer stock to a Spousal Equivalent under Section 7.2(b)(ii) above must provide proof of (i) a joint mortgage, (ii) a joint lease or (iii) a joint bank account, in each case held by both the Stockholder and their Spousal Equivalent.

(e)  Any Transfer of Restricted Shares shall be null and void unless the terms, conditions and provisions of this Section 7.2 are strictly observed and followed.

(f)  In addition to any other limitation on transfer created by applicable securities laws, these By-Laws or contract, to the extent that the restrictions in this Article VII are not applicable for any reason, no Stockholder shall assign or dispose of any interest in any Restricted Shares except in compliance with any applicable restrictions set forth in the corporation’s equity financing documents and any other applicable agreement then in effect, any agreement currently in effect between the corporation and any Stockholder, the corporation’s equity incentive plans and/or any equity award agreement issued pursuant to the corporation’s equity incentive plans (collectively, the “Stockholder Agreements”). If any provision(s) of any Stockholder Agreement

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conflicts with this Section 7.2, this Section 7.2 shall govern, and the remaining provision(s) of the Stockholder Agreement(s) that do not conflict with this Section 7.2 shall continue in full force and effect.

(g)  The foregoing restriction on transfer shall lapse upon the earlier of (i) immediately prior to the consummation of a Deemed Liquidation Event (as such term is defined in the Certificate of Incorporation), or (ii) immediately prior to the corporation’s first firm commitment underwritten public offering of its securities pursuant to a registration statement under the Securities Act of 1933, as amended.

(h)  The certificates representing the Restricted Shares shall bear on their face the following legend so long as the foregoing restriction on transfer remains in effect:

“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE BY-LAWS OF THE CORPORATION. COPIES OF THE BY-LAWS OF THE CORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

Approved by the Board of Directors: June 27, 2017

Approved by the Stockholders: June 28, 2017

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EX-4.2

Exhibit 4.2

EXECUTION VERSION

EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

THIS EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of the 30th day of September, 2015, by and among Bit9, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (each an “Investor” and collectively, the “Investors”, which terms shall also include each person to whom the rights of an Investor are assigned pursuant to Section 6.11 and each person who becomes subject to the provisions hereof pursuant to Section 6.16), each of the key holders listed on Schedule B hereto (each a “Key Holder” and collectively, the “Key Holders”, which terms shall also include each person to whom the rights of a Key Holder are assigned pursuant to Section 6.11) and each Carbon Black Stockholder (as defined below).

RECITALS

WHEREAS, certain of the Investors and Key Holders (the “Existing Holders”) are parties to a Seventh Amended and Restated Investor Rights Agreement dated as of February 10, 2014 by and among the Company and such persons (the “Prior Agreement”);

WHEREAS, certain Investors (the “Series F Investors”) are entering into that certain Series F Preferred Stock Purchase Agreement of even date herewith between the Company and the Series F Investors (the “Series F Purchase Agreement”), pursuant to which the Company is selling, and the Series F Investors are purchasing, shares of the Company’s newly designated Series F Convertible Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”); and

WHEREAS, the Company and the Existing Holders who hold at least fifty-five percent (55%) of the Registrable Shares of the Company (as defined in the Prior Agreement; such holders, the “Requisite Existing Holders”) desire to amend and restate the Prior Agreement as provided herein and to provide the Series F Investors with certain registration rights, information rights, rights of first offer, and other rights in accordance with the terms of this Agreement.

NOW, THEREFORE, the Company and the Requisite Existing Holders hereby agree that the Prior Agreement shall be superseded and replaced in its entirety by this Agreement, and the parties to this Agreement further agree as follows:

1.Definitions.

For purposes of this Agreement:

1.1.The term “Affiliate” means with respect to any individual, corporation, partnership, limited liability company, association, trust, or any other entity (in each case, a “Person”), any Person which, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation any general partner, manager, officer or director of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or managers of, or shares the same management company with, such Person.

1.2.The term “Common Stock” means the common stock of the Company, par value $0.001 per share.

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

1.4.The term “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.5.The term “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.6.The term “GAAP” means generally accepted accounting principles.

1.7.The term “Highland” means Highland Capital Partners VI Limited Partnership, Highland Capital Partners VI-B Limited Partnership, Highland Entrepreneurs’ Fund VI Limited Partnership, Highland Capital Partners VII-C Limited Partnership, Highland Entrepreneurs’ Fund VII Limited Partnership, Highland Capital Partners VII Limited Partnership, and/or Highland Capital Partners VII-B Limited Partnership.

1.8.The term “Holder” means any Person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 2.12 hereof.

1.9.The term “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 person referred to herein.

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

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

1.12.The term “Key Employee” has the meaning set forth in the Series F Purchase Agreement.

1.13.The term “Major Investor” means (A) any Holder who owns, in the aggregate, more than 1,600,000 Registrable Securities (subject to adjustment for stock splits, stock dividends, combinations, reclassifications or the like), (B) Michael Viscuso so long as he (i) holds any Registrable Securities and (ii) remains an employee of the Company and (C) Evolution Equity Capital Ltd. or its Affiliates so long as it or its Affiliates holds any Registrable Securities.

1.14.The term “New Securities” means, collectively, equity securities of the Company, whether now authorized or not, or rights, options, or warrants to purchase said equity

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securities, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for said equity securities.

1.15.The term “Preferred Stock” means (i) the Series F Preferred Stock, (ii) the Series E Preferred Stock, (iii) the Series E-1 Preferred Stock, (iv) the Series D Preferred Stock, (v) the Series C Preferred Stock and (vi) the Series B Preferred Stock.

1.16.The term “register”, “registered”, and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

1.17.The term “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock, excluding any Common Stock issued upon conversion of any Preferred Stock pursuant to the “Special Mandatory Conversion” provisions of the Restated Certificate, (ii) any Common Stock issued or issuable upon conversion of any capital stock of the Company acquired by the Investors after the date hereof, and (iii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in clause (i) and (ii) above, excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which his, hers or its rights under Section 2 hereof are not assigned or any shares for which registration rights have terminated pursuant to Section 2.15 of this Agreement.

1.18.The term “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of Common Stock outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are, Registrable Securities.

1.19.The term “Restated Certificate” means the Company’s Eighth Amended and Restated Certificate of Incorporation as amended from time to time.

1.20.The term “SEC” means the Securities and Exchange Commission.

1.21.The term “SEC Rule 144” means Rule 144 (or any successor rule) promulgated by the SEC under the Securities Act.

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

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

1.24.The term “Series B Preferred Stock” means the Company’s Series B Convertible Preferred Stock, $0.001 par value per share.

1.25.The term “Series C Preferred Stock” means the Company’s Series C Convertible Preferred Stock, $0.001 par value per share.

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1.26.The term “Series D Preferred Stock” means the Company’s Series D Convertible Preferred Stock, $0.001 par value per share.

1.27.The term “Series E-1 Preferred Stock” means the Company’s Series E-1 Convertible Preferred Stock, $0.001 par value per share.

1.28.The term “Series F Preferred Stock” means the Company’s Series F Convertible Preferred Stock, $0.001 par value per share.

1.29.The term “Violation” means losses, claims, damages, or liabilities (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 losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by any other party hereto, of the Securities Act, the Exchange Act, any other federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any other federal or state securities law relating to such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto.

2.Registration Rights.

The Company covenants and agrees as follows:

2.1.Request for Registration.

(a)If the Company shall receive at any time after the earlier of (i) the fourth anniversary date of this Agreement or (ii) 180 days after the effective date of the Company’s IPO (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Holders of forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities specified in such request, then the Company shall:

(i)within ten (10) days of the receipt thereof, give written notice of such request in accordance with Section 6.5 to all Holders (the “Demand Notice”);

(ii)as soon as practicable, and in any event within sixty (60) days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of the Demand Notice by the Company, subject to the limitations of subsection 2.1(b); and

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(iii)use its best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable.

(b)If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to subsection 2.1(a) and the Company shall include such information in the Demand Notice.  The underwriter will be selected by the Initiating Holders subject only to the reasonable approval of 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 and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.  Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among Holders of Registrable Securities issuable or issued upon conversion of the Preferred Stock (the “Preferred Registrable Securities”) pro rata on the basis of the number of such Preferred Registrable Securities requested to be registered by such Holders; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.  To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

(c)The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1:

(i)In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act;

(ii)After the Company has effected two registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective;

(iii)If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below; or

(iv)Within ninety (90) days of the effective date of any other registration statement on Form S-1.

(d)Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the

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Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be materially detrimental to the Company and its stockholders for such registration statement to become effective or to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with an acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided however, that the Company may not utilize this right more than once in any twelve-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction.

A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Initiating Holders after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5).  A registration statement shall not be counted if, as a result of an exercise of the underwriters’ cut-back provisions, fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

2.2.Company Registration.  If the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), the Company shall, at such time, promptly give each Holder written notice of such registration.  Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 6.5, the Company shall, subject to the provisions of Section 2.7, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.  The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.  The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.6 hereof.

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

(a)prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities

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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 from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 which 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 as necessary to keep the registration statement effective until all such Registrable Securities are sold;

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

(c)furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d)use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, 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 managing underwriter of such offering (each Holder participating in such underwriting shall also enter into and perform its obligations under such agreement);

(f)cause all such Registrable Securities registered pursuant to this Agreement to be listed on a national securities exchange or trading system and each securities exchange and trading system on which similar securities issued by the Company are then listed;

(g)provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h)notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

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(i)use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date on which such Registrable Securities are sold to the underwriter, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given by counsel to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a “comfort” letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any;

(j)promptly make available for inspection by the selling Holders, any managing underwriters 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;

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

(l)after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

2.4.Furnish Information.  It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Holder’s Registrable Securities.

2.5.Expenses of Demand Registration.  All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, including (without limitation) 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 counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating 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 demand registration pursuant to Section 2.1; provided further, however, that if at the time of such

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withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1.

2.6.Expenses of Company Registration.  The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.2 hereof for each Holder (which right may be assigned as provided in Section 2.12 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto and the fees and disbursements of one counsel for the selling Holders selected by them, but excluding underwriting discounts and commissions relating to Registrable Securities.

2.7.Underwriting Requirements.  In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company.  If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their reasonable discretion 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 determine in their sole discretion will not jeopardize the success of the offering.  In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded.  In the event that 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 apportioned among selling Holders holding Preferred Registrable Securities pro rata on the basis of the number of such Preferred Registrable Securities requested to be registered by such selling Holders.  Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the Company’s IPO in which case the selling Holders may be excluded beyond this amount (down to zero) if the underwriters make the determination described above and no other stockholder’s securities are included in such offering.  For purposes of the preceding two sentences concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is an investment fund, partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and Affiliates of such Holder, or the estates and 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 amount of shares carrying registration rights owned by all entities and individuals included in such “selling Holder,” as defined in this sentence.

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

2.9.Indemnification.  In the event any Registrable Securities are included in a registration statement under this Section 2:

(a)To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers, directors, Affiliates and stockholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Securities Act) for 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 Violation and the Company will pay to each such Holder, underwriter, controlling Person or other aforementioned Person, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection 2.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter, controlling Person or other aforementioned Person.

(b)To the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such registration statement and any controlling Person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, any legal or other expenses reasonably incurred by any Person intended to be indemnified pursuant to this subsection 2.9(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that, in no event shall any indemnity under this subsection 2.9(b) exceed the net proceeds from the offering received by such Holder, except in the case of fraud by such Holder.

(c)Promptly after receipt by an indemnified party under this Section 2.9 of notice of the commencement of any action (including any governmental action), such

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indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which 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 proceeding.  The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.9, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.9.

(d)In order to provide for just and equitable contribution to joint liability under the Securities Act in any case, in which either (i) any Holder exercising rights under this Agreement, or any controlling Person of any such Holder, makes a claim for indemnification pursuant to this Section 2.9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 2.9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling Holder or any such controlling Person in circumstances for which indemnification is provided under this Section 2.9, then, and in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations.  The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided however, that, in any such case, (i) no such 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 (ii) 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; provided further, that in no event shall a Holder’s liability pursuant to this Section 2.9(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.9(b), exceed the net proceeds from the offering received by such Holder, except in the case of fraud by such Holder.

(e)Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in

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connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f)Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Section 2.9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 2, and otherwise and shall survive the termination of this Agreement.

2.10.Reports Under Exchange Act.  With a view to making available to the Holders the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

(a)make and keep adequate current public information available, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the Company’s IPO so long as the Company is subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act;

(b)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; and

(c)furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

2.11.Form S-3 Registration.  In case the Company shall receive from Holders of Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

(a)Promptly, but in any event within five (5) business days, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

(b)as soon as practicable, but in any event no later than forty-five (45) days following receipt of the written request requesting such registration, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided,

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however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.11: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $10,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be materially detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.11; provided, however, that the Company shall not utilize this right more than once in any twelve month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act); (iv) if the Company has, within the three (3) month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 2.11; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.2 hereof.

(c)Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.  All expenses incurred in connection with a registration requested pursuant to Section 2.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders, and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.  Registrations effected pursuant to this Section 2.11 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1.

(d)If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 2.11 and the Company shall include such information in the written notice referred to in Section 2.11(a).  The provisions of Section 2.1(b) shall be applicable to such request (with the substitution of Section 2.11 for references to Section 2.1).

2.12.Assignment of Registration Rights.  The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities that (i) is a subsidiary, Affiliate, parent, partner, member, limited partner, retired partner, retired member or stockholder of a Holder, (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder, or (iii), after such assignment or transfer, holds at least five percent (5%) of the shares of

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Registrable Securities originally purchased by such Holder (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 2.14 below; and (c) such transfer or assignment shall be effective only if it was effected in compliance with applicable federal and state securities laws and immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act.  For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of a transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who is a Holder’s Immediate Family Member, or (iv) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member, shall be aggregated together with those of the assigning Holder, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 2.

2.13.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 not less than fifty-five percent (55%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of any securities held by such holder or prospective holder.

2.14.“Market Stand-Off” Agreement.

(a)Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such longer period, not to exceed eighteen (18) days after the expiration of the 180-day period, as the Company or such underwriters shall request in order to facilitate compliance with FINRA Rule 2711(f)) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic

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consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise.  The foregoing provisions of this Section 2.14 shall apply only to the Company’s IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all Key Holders, officers, directors and holders of greater than one percent (1%) of the Company’s securities on a fully-diluted basis enter into similar agreements.  The underwriters in connection with the Company’s IPO are intended third-party beneficiaries of this Section 2.14 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 the Company’s IPO that are consistent with this Section 2.14 or that are necessary to give further effect thereto.  Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements.

(b)In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period.

2.15.Termination of Registration Rights.

(a)No Holder shall be entitled to exercise any right provided for in this Section 2 after five (5) years following the consummation of the Company’s IPO.

(b)The rights set forth in this Section 2 shall terminate (i) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate other than a Deemed Liquidation Event pursuant to Article Fourth, Section C(3)(e)(i)(B) of the Restated Certificate and (ii) as to any Holder, when the Registrable Securities held by such Holder (together with any Affiliate of such Holder with whom such Holder must aggregate its sales under SEC Rule 144) could be sold without restriction under SEC Rule 144 within a ninety (90) day period.

3.Information and Inspection Rights.

3.1.Delivery of Financial Statements.  The Company shall deliver to each Major Investor, provided, that the Board of Directors has not reasonably determined that such Investor is, directly or indirectly, engaged in activity that is competitive with the business of the Company, provided, further, that the mere investment by a Major Investor that is a venture capital fund in other companies in the Company’s industry or participation on such company’s board of directors shall not, in and of itself, cause the Major Investor to be deemed, a competitor, of the Company:

(a)as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company or such other time period as determined by the Board of Directors, a balance sheet and income statement as of the last day of such year; a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with GAAP and audited and certified by independent public accountants of nationally

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recognized standing selected by the Company; in the event that the Board of Directors determines to deliver the items listed in this Section 3.1(a) at any time after ninety (90) days after the end of a fiscal year of the Company, the Company shall deliver to the Major Investors, subject to the provisions of Section 3.1, un-audited financial statements within 90 days of the end of each fiscal year of the Company;

(b)as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, schedule as to the sources and application of funds for such fiscal quarter, an unaudited balance sheet and a statement of stockholder’s equity as of the end of such fiscal quarter;

(c)as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of the Company’s capital stock outstanding and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the number of shares of Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto and number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Investors to calculate their percentage equity ownership in the Company and certified by the Chief Financial Officer or Chief Executive Officer of the Company as being true, complete and correct;

(d)as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement, schedule as to the sources and application of funds for such month and an unaudited profit or loss statement;

(e)as soon as practicable, but in any event within thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;

(f)with respect to the financial statements called for in subsections (b) and (d) of this Section 3.1, an instrument executed by the Chief Financial Officer and President or Chief Executive Officer of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the periods specified therein, subject to year-end audit adjustment;

(g)such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (g) or any other subsection of Section 3.1 to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the

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Company) or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; and

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

3.2.Inspection.  The Company shall permit each Major Investor, at such Major Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be reasonably requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information or would adversely affect the attorney-client privilege between the Company and its counsel.

3.3.Termination of Information and Inspection Covenants.  The covenants set forth in Section 3.1 and Section 3.2 shall terminate as to the Major Investors and be of no further force or effect (i) immediately prior to the consummation of the Company’s IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event shall first occur other than a Deemed Liquidation Event pursuant to Article Fourth, Section C(3)(e)(i)(B) of the Restated Certificate.

3.4.Confidentiality.

(a)Each Investor agrees that such Investor will keep confidential and will not disclose or divulge any confidential information obtained from the Company pursuant to the terms of this Agreement which the Company has identified in writing as being confidential, unless such confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (ii) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information or (iii) 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 (a) to its attorneys, accountants, consultants, and other representatives of the Investor to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (b) to any prospective investor of any Registrable Securities from such Investor as long as such prospective investor agrees in writing to be bound by the provisions of this Section 3.4, (c) to any Affiliate, partner, limited partner, member, stockholder, management company of such Investor or wholly owned subsidiary of such Investor in the ordinary course of business (or any employee or representative of any of the foregoing), or (d) as may otherwise be required by law or legal process, provided that the Investor takes reasonable steps to minimize the extent of any such required disclosure.  The Company acknowledges that at least some of the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company.  Nothing in this Agreement shall preclude or in any way restrict the

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Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company, provided that such activity does not result in disclosure of any confidential information.

(b)Notwithstanding the foregoing Section 3.4(a), the Company acknowledges that The Blackstone Group L.P. is subject to the reporting requirements of the Exchange Act and that nothing contained herein shall prohibit or curtail the disclosure, dissemination or provision of information required to be disclosed by The Blackstone Group L.P. or any of its Affiliates, including Blackstone Innovations (Cayman) III L.P. (“Blackstone”), as a result thereof.

4.Right of First Offer.

4.1.Right of First Offer.  Subject to the terms and conditions specified in this Section 4.1, and applicable securities laws, in the event the Company proposes to offer or sell any New Securities, the Company shall make an offering of such New Securities to each Holder in accordance with the following provisions of this Section 4.1.  A Holder shall be entitled to apportion the right of first offer hereby granted it among itself and its partners, members and Affiliates in such proportions as it deems appropriate.

(a)The Company shall deliver a notice, in accordance with the provisions of Section 6.5 hereof, (the “Offer Notice”) to each of the Holders stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b)By written notification received by the Company, within twenty (20) calendar days after mailing of the Offer Notice, each of the Holders, if such Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, may elect to purchase or obtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock then held by such Holder bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all then-outstanding convertible or exercisable securities).  At the expiration of the twenty day period, the Company shall promptly, in writing, inform each Holder that elects to purchase all the shares available to it (each, a “Fully-Exercising Party”) of any other Holder’s failure to do likewise.  During the ten (10) day period commencing after receipt of such information, each Fully-Exercising Party shall be entitled to obtain that portion of the New Securities for which Holders were entitled to subscribe but which were not subscribed for by the Holders which is equal to the proportion that the number of shares of Common Stock issued or issuable upon conversion of Preferred Stock then held, by such Fully-Exercising Party bears to the total number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Parties who wish to purchase such unsubscribed shares.

(c)If all New Securities referred to in the Offer Notice are not elected to be purchased or obtained as provided in Section 4.1(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 4.1(b) hereof,

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offer the remaining unsubscribed portion of such New Securities (collectively, the “Refused Securities”) to any Person or Persons at a price not less than, and upon terms no more favorable than those specified in the Offer Notice.  If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Holders in accordance with this Section 4.1.

(d)The right of first offer in this Section 4.1 shall not be applicable to any offer or sale of New Securities which are Exempted Securities (as such term is defined in the Restated Certificate).

(e)The right of first offer set forth in this Section 4.1 may not be assigned or transferred except that (i) such right is assignable by each Holder to any Affiliate of such Holder, and (ii) such right is assignable by any Holder to any other Holder.

4.2.Termination.  The provisions of this Section 4 shall terminate upon the earlier of (a) the consummation of the Qualifying Public Offering (as such term is defined in the Restated Certificate) and (b) upon a Deemed Liquidation Event (as such term is defined in the Restated Certificate) other than a Deemed Liquidation Event pursuant to Article Fourth, Section C(3)(e)(i)(B) of the Restated Certificate.

5.Additional Covenants.

5.1.Insurance.  The Company shall use its reasonable best efforts to maintain from financially sound and reputable insurers Directors and Officers Errors and Omissions insurance and term “key-person” insurance on Patrick Morley (the “Key Person Insurance”), in amounts and on terms and conditions satisfactory to the Board of Directors, including the approval of the directors designated by the Investors (the “Preferred Directors”) and Sequoia Capital, and will use its best efforts to cause such insurance policies to be maintained until such time as the Board of Directors, including the approval of the Preferred Directors, determines that such insurance should be discontinued.  The Company shall obtain the Key Person Insurance, and such Key Person insurance shall be effective, no later than thirty (30) days after the date hereof.

5.2.Employee Agreements.  The Company will cause (i) each person now or hereafter employed by it or any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a non-disclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a non-disclosure, non-competition and non-solicitation agreement, substantially in the form attached hereto as Exhibit A.  In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee without the consent of the Preferred Directors.

5.3.Employee Vesting.  Unless approved by the Board of Directors, including the approval of the Preferred Directors, or a committee thereof, all future employees and consultants of the Company who shall purchase, or receive options to purchase, shares of the

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Company’s capital stock following the date hereof shall be required to execute stock purchase or option agreements providing for (i) vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal monthly installments over the following 36 months and (ii) a 180-day lockup period in connection with the Company’s IPO.  The Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and, in the case of restricted stock, the right to repurchase unvested shares at cost.

5.4.Green Dot Corporation Restriction. 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, for as long as Sequoia owns shares of the Company’s capital stock.

5.5.Board Observer Rights.  With respect to each of SC US GF Holdings, Ltd., Highland and Blackstone, for so long as such entity or any of their Affiliates owns any Registrable Securities, a representative of such entity shall be entitled to attend all meetings, including, without limitation, any executive sessions, of the Board of Directors and any committee thereof in a nonvoting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information or material so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting or portion thereof (a) would adversely affect the attorney-client privilege between the Company and its counsel, or (b) result in disclosure to such representative of competitively sensitive information about the Company.  Notwithstanding anything herein to the contrary, such representative may disclose information or material provided to it pursuant to this Section 5.5 to the extent reasonably necessary (i) for its Affiliates, partners, members, associates, employees and professional and financial advisors to evaluate its investment in the Company or (ii) to comply with applicable law, regulation or legal process.  The initial observer representing Blackstone shall be William Murphy.  Blackstone may replace William Murphy with another Blackstone representative only with the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned).

5.6.Meetings of the Board of Directors.  Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed upon schedule.  The Company shall promptly reimburse in full, each director of the Company and each observer who is not an employee of the Company for all direct and reasonable out of pocket expenses incurred in attending each meeting of the Board of Directors or any committee thereof, and for all direct and reasonable travel expenses related to Company issues that are non-Board of Directors related issues.

5.7.Successor Indemnification.  In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and

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assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately prior to such transaction, whether in the Company’s Bylaws, Restated Certificate, or elsewhere, as the case may be.

5.8.Payment of Taxes and Trade Debt.  The Company shall pay and discharge, and cause each of its subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any subsidiary; provided, however, that neither the Company nor any subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any subsidiary shall have set aside on its books sufficient reserves, if any, with respect thereto.  The Company shall pay and cause each of its subsidiaries to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other indebtedness incident to the operations of the Company or its subsidiaries, except such as are being contested in good faith and by proper proceedings if the Company or subsidiary concerned shall have set aside on its books sufficient reserves, if any, with respect thereto.

5.9.Preservation of Corporate Existence.  The Company shall preserve and maintain, and, unless the Company deems it not to be in its best interests, cause each subsidiary to preserve and maintain, its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified, and cause each subsidiary to qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or the ownership or lease of its properties.  The Company shall secure, preserve and maintain, and cause each subsidiary to secure, preserve and maintain, all licenses and other rights to use all Company Intellectual Property (as defined in Section 1.4 of the Series E Purchase Agreement).

5.10.Compliance with Laws.  The Company shall comply, and cause each subsidiary to comply, with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, where noncompliance would have a Material Adverse Effect (as defined in Section 1.4 of the Series F Purchase Agreement).

5.11.Keeping of Records and Books of Account.  The Company shall keep, and cause each subsidiary to keep, adequate records and books of account in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company and any subsidiary, and in which, for each fiscal year, all proper reserves for depreciation, depletion, returns of merchandise, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall be made.

5.12.Maintenance of Properties.  The Company shall maintain and preserve, and cause each subsidiary to maintain and preserve, all of its properties and assets, necessary for the proper conduct of its business, in good repair, working order and condition, ordinary wear and tear excepted.

5.13.Compliance with ERISA.  The Company shall comply, and cause each subsidiary to comply, with all minimum funding requirements applicable to any pension,

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employee benefit plans or employee contribution plans which are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to the Internal Revenue Code of 1985, as amended (the “Code”) or any similar foreign laws, and comply, and cause each subsidiary to comply, in all other material respects with the provisions of ERISA and the Code and any similar foreign laws, and the rules and regulations thereunder, which are applicable to any such plan.  The Company shall not permit any event or condition to exist which could permit any such plan to be terminated under circumstances which would cause the lien provided for in Section 4058 of ERISA or any similar foreign laws to attach to the assets of the Company or any subsidiary.

5.14.Budgets Approval.  The Company shall, not later than thirty (30) days prior to the commencement of each fiscal year, prepare and submit to, and obtain the approval of a majority of the Board of Directors of, a business plan and monthly operating budgets in detail for the upcoming fiscal year.  The Company shall review the budget and business plan periodically, and resubmit all changes therein and all material deviations therefrom to the Board of Directors.  The Company shall not enter into any activity not in the ordinary course of business and not envisioned by the budget and business plan, unless approved by the affirmative vote of a majority of the members of the Board of Directors, including the approval of the Preferred Directors.

5.15.Financings.  The Company shall inform the Board of Directors of any negotiations, offers or contracts relating to possible financings of any nature for the Company, whether initiated by the Company or any other Person, except for (i) arrangements with trade creditors, and (ii) utilization by the Company or any subsidiary of commercial lending arrangements with financial institutions.

5.16.Committees.  The Company shall (i) establish and maintain a compensation committee of the Board of Directors comprised of three (3) members, two (2) of whom shall be Preferred Directors, (ii) establish and maintain an audit committee of the Board of Directors comprised of three (3) members, two (2) of whom shall be Preferred Directors and (iii) cause each other committee of the Board of Directors to include at least two (2) Preferred Directors.

5.17.Bad Actor Status.  The Company will notify the Investors promptly in writing in the event a “Bad Actor” disqualifying event described in Rule 506(d)(1)(i) to (viii) of the Securities Act (a “Disqualification Event”) becomes applicable to the Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) is applicable.

5.18.Expenses of Counsel.  In the event of a transaction which is a Sale of the Company (as defined in the Voting Agreement of even date herewith by and among the Investors, the Company and certain stockholders), the reasonable fees and disbursements of one counsel for the Major Investors (“Investor Counsel”), in their capacities as stockholders, shall be borne and paid by the Company, in no event to exceed $50,000.  At the outset of considering a transaction which, if consummated would constitute a Sale of the Company, the Company shall use commercially reasonable effort to obtain the ability to share with the Investor Counsel (and such counsel’s clients) and, if so permitted, shall share the confidential information (including without limitation the initial and all subsequent drafts of memoranda of understanding, letters of intent and other transaction documents and related noncompete, employment, consulting and other compensation agreements and plans) pertaining to and memorializing any of the transactions

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which, individually or when aggregated with others would constitute the Sale of the Company.  The Company shall be obligated to share (and cause the Company’s counsel and investment bankers to share) such materials when distributed to the Company’s executives and/or any one or more of the other parties to such transaction(s).  In the event that Investor Counsel deems it appropriate, in its reasonable discretion, to enter into a joint defense agreement or other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under the attorney client privilege, the Company shall, and shall direct its counsel to, execute and deliver to Investor Counsel and its clients such an agreement in form and substance reasonably acceptable to Investor Counsel provided that such agreement does not compromise the attorney-client privilege. In the event that one or more of the other party or parties to such transactions require the clients of Investor Counsel to enter into a confidentiality agreement and/or joint defense agreement in order to receive such information, then the Company shall share whatever information can be shared without entry into such agreement and shall, at the same time, in good faith work expeditiously to enable Investor Counsel and its clients to negotiate and enter into the appropriate agreement(s) without undue burden to the clients of Investor Counsel.

5.20.Termination of Covenants.  The covenants set forth in this Section 5, except for Section 5.7, shall terminate and be of no further force or effect upon (a) the consummation of a Qualifying Public Offering (as defined in the Restated Certificate), or (b) upon a Deemed Liquidation Event (as defined in the Restated Certificate) other than a Deemed Liquidation Event pursuant to Article Fourth, Section C(3)(e)(i)(B) of the Restated Certificate, whichever event shall first occur.

6.Miscellaneous.

6.1.Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.2.Governing Law.  This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Delaware, without regard to its principles of conflicts of laws.

6.3.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any such counterpart may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.4.Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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6.5.Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the 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 deposit with a nationally recognized overnight courier, 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 the signature page or Schedule A or B (as applicable) hereto, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.5.  If notice is given to the Company, a copy shall also be sent to Goodwin Procter LLP, Attn: Kenneth J. Gordon, Exchange Place, Boston, MA 02109.  If notice is given to SC US GF V HOLDINGS, LTD., a copy shall also be sent to Kirkland & Ellis LLP, Attn: Adam D. Phillips, 950 Page Mill Road, Palo Alto, CA 94304; if notice is given to Atlas Venture, a copy shall also be sent to Cooley LLP, 500 Boylston Street, 15th Floor, Boston, Massachusetts 02116, Attention: Patrick J. Mitchell; if notice is given to Blackstone, a copy shall also be sent to Choate, Hall & Stewart LLP, Two International Place, Boston, Massachusetts 02110, Attention: Christian A. Atwood; and if notice is given to Kyrus Holdings, Inc. or Michael Viscuso, a copy shall also be sent to Executive Counsel, P.L.C., 2883 Macao Drive, Herndon, Virginia 20171, Attention: Nelson Blitz.

6.6.Costs of Enforcement.  If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.

6.7.Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of fifty-five percent (55%) of the Registrable Securities then outstanding.  Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities, and the Company.  Notwithstanding the foregoing, (A) this Agreement may not be amended or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder, if such amendment, termination or waiver adversely affects such Investor or Key Holder in a manner differently from all other Investors or Key Holders (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall not be deemed to adversely affect any one of the Investors or Key Holders, notwithstanding the fact that certain Investors or Key Holders may nonetheless, by agreement with the Company, purchase securities in such transaction), (B) the rights granted to The Blackstone Group L.P. and its Affiliates in Section 3.4(b) may not be amended or terminated without the prior written consent of Blackstone and (C) the rights granted to Blackstone, SC US GF Holdings, Ltd. and Highland in Section 5.5 may not be amended or terminated without the prior written consent of Blackstone, SC US GF Holdings, Ltd. or Highland, as the case may be.  The Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination or waiver.  Any amendment, termination or waiver effected in accordance with this Section 6.7 shall be binding on all parties hereto, even if they do

24

not execute such consent.  No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

6.8.Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

6.9.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.

6.10.Entire Agreement.  This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement between 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 are expressly canceled.

6.11.Transfers of Rights.  Each Investor and Key Holder hereby agrees that it will not, and may not, assign any of its rights and obligations hereunder, unless such rights and obligations are assigned by such Investor or Key Holder to (a) any Person to which Registrable Securities are transferred by such Investor or Key Holder, or (b) to any Affiliate of such Investor or Key Holder and, in each case, such transferee shall be deemed an “Investor,” or “Key Holder,” as applicable, for purposes of this Agreement; provided that such assignment of rights shall be contingent upon the transferee providing a written instrument to the Company notifying the Company of such transfer and assignment and agreeing in writing to be bound by the terms of this Agreement.

6.12.Termination of Prior Agreement.  Upon the execution and delivery of this Agreement by the Company and the Requisite Existing Holders, the Prior Agreement shall be hereby amended and restated in its entirety by this Agreement and shall be of no further force or effect.

6.13.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 non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.14.Certain Actions following the IPO. Following the IPO, for so long as SC US GF Holdings, Ltd. and its Affiliates hold more than 5% of the outstanding Common Stock, the Company agrees (i) to include an individual (the “Sequoia Nominee”) nominated by SC US GF

25

Holdings, Ltd. in its slate of nominees for election as a member of the Board of Directors at each annual or special meeting of the stockholders of the Company at which directors are to be elected (the “Election Meetings”); (ii) to use reasonable best efforts to cause the election of the Sequoia Nominee to the Board of Directors at each of the Election Meetings (including recommending that the Company’s stockholders vote in favor of the election of the Sequoia Nominee and otherwise supporting the Sequoia Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees; and (iii) to the extent legally permissible, if a Sequoia Nominee who is elected at any Election Meeting subsequently becomes unable to serve for any reason or is removed during the course of his or her term as a director, the Company will promptly appoint a replacement of the Sequoia Nominee submitted by SC US GF Holdings, Ltd. or its Affiliates to the Board of Directors until the following Election Meeting.

6.15.Excluded Opportunities.  The Company acknowledges that the Investors and their affiliates, members, equity holders, director representatives, partners, employees, agents and other related persons are engaged in the business of investing in private and public companies in a wide range of industries, including the industry segment in which the Company operates (the “Company Industry Segment”).  Accordingly, the Company and the Investors acknowledge and agree that a Covered Person shall:

(a)have no duty to the Company to refrain from participating as a director, investor or otherwise with respect to any company or other person or entity that is engaged in the Company Industry Segment or is otherwise competitive with the Company, and

(b)in connection with making investment decisions, to the fullest extent permitted by law, have no obligation of confidentiality or other duty to the Company to refrain from using any information, including, but not limited to, market trend and market data, which comes into such Covered Person’s possession, whether as a director, investor or otherwise.

For the purposes of this Section 6.15, “Covered Persons” shall have the meaning set forth in the Company’s current Certificate of Incorporation.

6.16.Additional Investors.  In the event that after the date of this Agreement, the Company issues shares of Capital Stock to any person who exercises stock options to purchase Series E-1 Preferred Stock, the Company shall cause such person to execute a counterpart signature page hereto as an Investor, and such person shall thereby be bound by, and subject to, all the terms and provisions of this Agreement applicable to an Investor.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Eighth Amended and Restated Investor Rights Agreement as of the date first above written.

BIT9, INC.
By:	/s/ Patrick Morley
	Name:	Patrick Morley
	Title:	Chief Executive Officer and President
	Address:	1100 Winter St.
		Waltham, MA 02451

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.
a Cayman Islands exempted limited partnership
By:	SCGF V MANAGEMENT, L.P.,
a Cayman Islands exempted limited partnership, its General Partner
By:	SC US (TTGP), LTD.,
a Cayman Islands exempted company,
Its:	General Partner
By:		/s/ Douglas M. Leone
Name:		Douglas M. Leone
Title:

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

TOP TIER VENTURE VELOCITY FUND, LP
By:	Top Tier Venture Velocity Management, LLC
Its:	General Partner
By:	Top Tier Capital Partners, LLC
Its:	Manager
By:		/s/ James Daniel Townsend
Name:		James Daniel Townsend
Title:		Managing Director
TOP TIER VENTURE CAPITAL VII HOLDINGS
By:	Top Tier Venture Capital VII, LP
Its:	Authorized Partner
By:	Top Tier Venture Capital VII Management, LLC
Its:	General Partner
By:	Top Tier Capital Partners, LLC
Its:	Manager
By:		/s/ James Daniel Townsend
Name:		James Daniel Townsend
Title:		Managing Director

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

A-BCA-15-FUND, A SERIES OF
ANGELLIST-FKKA-FUNDS, LLC
By:	Assure Fund Management, LLC
Its:	Manager
By:		/s/ Jens Beyrich
Name:		Jens Beyrich
Title:		Manager of the Fund’s Manager
Address: PO Box 171305
Salt Lake City, UT 84117

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

EVOLUTION EQUITY CAPITAL LTD.
By:	/s/ Dennis Smith
Name:	Dennis Smith
Title:	Director

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

ATLAS VENTURE FUND VI, L.P.
By:	Atlas Venture Associates VI, L.P.
	its general partner
By:	Atlas Venture Associates VI, Inc.
	its general partner
	By:	/s/ Frank Castellucci
	Name:	Frank Castellucci
	Title:	Secretary
ATLAS VENTURE ENTREPRENEURS’ FUND VI, L.P.
By:	Atlas Venture Associates VI, L.P.
	its general partner
By:	Atlas Venture Associates VI, Inc.
	its general partner
	By:	/s/ Frank Castellucci
	Name:	Frank Castellucci
	Title:	Secretary
ATLAS VENTURE FUND VI GMBH & CO. KG
By:	Atlas Venture Associates VI, L.P.
	its managing limited partner
By:	Atlas Venture Associates VI, Inc.
	its general partner
	By:	/s/ Frank Castellucci
	Name:	Frank Castellucci
	Title:	Secretary

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

ATLAS VENTURE FUND IX, L.P.
By:	Atlas Venture Associates IX, L.P.
	its general partner
By:	Atlas Venture Associates IX, LLC
	its general partner
	By:	/s/ Frank Castellucci
	Name:	Frank Castellucci
	Title:	Secretary

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

POINT 406 VENTURES I, L.P.
By:	.406 Ventures I GP, L.P.,
	its general partner
	By:		.406 Ventures I GP, LLC,
			its general partner
	By:	/s/ Maria A. Cirino
		Name: Maria A. Cirino
		Title: Managing Director
POINT 406 VENTURES I-A, L.P.
By:	.406 Ventures I GP, L.P.,
	its general partner
	By:			.406 Ventures I GP, LLC,
				its general partner
	By:	/s/ Maria A. Cirino
		Name: Maria A. Cirino
		Title: Managing Director
1941 CO-INVEST, LLC
By:	.406 Ventures I GP, L.P.,
	its general partner
	By:			.406 Ventures I GP, LLC,
				its general partner
	By:	/s/ Liam Donohue
		Name: Liam Donohue
		Title:Member

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

B941, LLC
By:	.406 Ventures I GP, L.P.,
	its general partner
	By:		.406 Ventures I GP, LLC,
			its general partner
	By:	/s/ Liam Donohue
		Name: Liam Donohue
		Title: Member

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

HIGHLAND CAPITAL PARTNERS VII LIMITED PARTNERSHIP
By:	Highland Management Partners VII Limited Partnership, its General Partner
By:	Highland Management Partners VII, LLC
Its:	General Partner
By:	/s/ Paul A. Maeder
Authorized Manager
HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP
By:	Highland Management Partners VII Limited Partnership, its General Partner
By:	Highland Management Partners VII, LLC
Its:	General Partner
By:	/s/ Paul A. Maeder
Authorized Manager

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

HIGHLAND CAPITAL PARTNERS VII-C LIMITED PARTNERSHIP
By:	Highland Management Partners VII Limited Partnership, its General Partner
By:	Highland Management Partners VII, LLC
Its:	General Partner
By:	/s/ Paul A. Maeder
Authorized Manager
HIGHLAND ENTREPRENEURS’ FUND VII LIMITED PARTNERSHIP
By:	Highland Management Partners VII Limited Partnership, its General Partner
By:	Highland Management Partners VII, LLC
Its:	General Partner
By:	/s/ Paul A. Maeder
Authorized Manager

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

HIGHLAND CAPITAL PARTNERS VI LIMITED PARTNERSHIP
By: Highland Management Partners VI Limited Partnership, its General Partner
By: Highland Management Partners VI, Inc.,
its General Partner
By:	/s/ Paul A. Maeder
	Authorized Manager
HIGHLAND CAPITAL PARTNERS VI-B LIMITED PARTNERSHIP
By: Highland Management Partners VI Limited Partnership, its General Partner
By: Highland Management Partners VI, Inc., its General Partner
By:	/s/ Paul A. Maeder
	Authorized Manager
HIGHLAND ENTREPRENEURS’
FUND VI LIMITED PARTNERSHIP
By: HEF VI Limited Partnership, its General Partner
By: Highland Management Partners VI, Inc., its General Partner
By:	/s/ Paul A. Maeder
	Authorized Manager

[Additional Signature Pages to Follow]

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

SC US GF V HOLDINGS, LTD.
By: SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.
SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.
both Cayman Islands exempted limited partnerships, its Members
By: SCGF V MANAGEMENT, L.P., a Cayman Islands exempted limited partnership, its General Partner
By: SCGFVTT,LTD., a Cayman Islands exempted company, its General Partner
By:	/s/ Douglas M. Leone
Name:	Douglas M. Leone
Title:

[Signature Page to Eighth Amended and Restated Investor Rights Agreement]

Financing Signature Page

By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Series F Preferred Stock Purchase Agreement (the “Purchase Agreement”)  by and among Bit9, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of the Initial Closing (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled “Representations and Warranties of the Purchasers,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser.  The undersigned agrees to purchase and the Company agrees to sell and issue to the undersigned the number of shares of Series F Preferred Stock set forth below, at a purchase price of $5.93 per Share, pursuant to the Purchase Agreement, by execution and delivery of this Financing Signature Page to the Purchase Agreement.

The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a “Purchaser” thereunder, (ii) the Voting Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, (iii) the Investor Rights Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder and (iv) the Right of First Refusal and Co-Sale Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and authorizes this signature page to be attached to the Purchase Agreement, the Voting Agreement, the Investor Rights Agreement and the Right of First Refusal and Co-Sale Agreement, as counterparts thereof.

Executed, in counterpart, as of the date set forth below.

PURCHASER:
KPCB Holdings, INC., as nominee
By:	/s/ Paul M. Vronsky
Name:	Paul M. Vronsky
Title:	General Counsel
Date: 10/9/2015
Number of Shares Purchased: 168,634
Aggregate Purchase Price: $999,999,62
Contact Person:
Telephone No.:
Email Address:
Address: 2750 Sand Hill Road
Menlo Park, CA 94025

Financing Signature Page

By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Series F Preferred Stock Purchase Agreement (the “Purchase Agreement”)  by and among Bit9, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of the Initial Closing (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled “Representations and Warranties of the Purchasers,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser.  The undersigned agrees to purchase and the Company agrees to sell and issue to the undersigned the number of shares of Series F Preferred Stock set forth below, at a purchase price of $5.93 per Share, pursuant to the Purchase Agreement, by execution and delivery of this Financing Signature Page to the Purchase Agreement.

The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a “Purchaser” thereunder, (ii) the Voting Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, (iii) the Investor Rights Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder and (iv) the Right of First Refusal and Co-Sale Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and authorizes this signature page to be attached to the Purchase Agreement, the Voting Agreement, the Investor Rights Agreement and the Right of First Refusal and Co-Sale Agreement, as counterparts thereof.

Executed, in counterpart, as of the date set forth below.

PURCHASER:
BLACKSTONE INNOVATIONS (CAYMAN) III L.P.
By:	Blackstone Innovations III L.L.C
	Its General Partner
By:	/s/ John G. Finley
Name:	John G. Finley
Title:	Chief Legal Officer
Date: October 9, 2015
Number of Shares Purchased: 295,109
Aggregate Purchase Price: 1,749,996.37
Contact Person: John Cordo
Telephone No.: 212-390-2457
Email Address: john.cordo@blackstone.com
Address: c/o The Blackstone Group
345 Park Avenue
New York, NY 10154

Financing Signature Page

By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Series F Preferred Stock Purchase Agreement (the “Purchase Agreement”)  by and among Bit9, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of the Initial Closing (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled “Representations and Warranties of the Purchasers,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser.  The undersigned agrees to purchase and the Company agrees to sell and issue to the undersigned the number of shares of Series F Preferred Stock set forth below, at a purchase price of $5.93 per Share, pursuant to the Purchase Agreement, by execution and delivery of this Financing Signature Page to the Purchase Agreement.

The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a “Purchaser” thereunder, (ii) the Voting Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, (iii) the Investor Rights Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder and (iv) the Right of First Refusal and Co-Sale Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and authorizes this signature page to be attached to the Purchase Agreement, the Voting Agreement, the Investor Rights Agreement and the Right of First Refusal and Co-Sale Agreement, as counterparts thereof.

Executed, in counterpart, as of the date set forth below.

PURCHASER:
Founders Circle Capital I (WR), L.P.
By its General Partner
Founders Circle Management I, L.L.C.
By:	/s/ Ken Loveless
Name:	Ken Loveless
Title:	Managing Director
Date: 10/9/2015
Number of Shares Purchased: 310,250
Aggregate Purchase Price: $1,839,782.50
Contact Person: Kenneth Loveless
Telephone No.:
Email Address:
Address: c/o Founders Circle Capital, LLC
27 South Park St., Suite 101
San Francisco, CA 94107

Financing Signature Page

By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Series F Preferred Stock Purchase Agreement (the “Purchase Agreement”)  by and among Bit9, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of the Initial Closing (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled “Representations and Warranties of the Purchasers,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser.  The undersigned agrees to purchase and the Company agrees to sell and issue to the undersigned the number of shares of Series F Preferred Stock set forth below, at a purchase price of $5.93 per Share, pursuant to the Purchase Agreement, by execution and delivery of this Financing Signature Page to the Purchase Agreement.

The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a “Purchaser” thereunder, (ii) the Voting Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, (iii) the Investor Rights Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder and (iv) the Right of First Refusal and Co-Sale Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and authorizes this signature page to be attached to the Purchase Agreement, the Voting Agreement, the Investor Rights Agreement and the Right of First Refusal and Co-Sale Agreement, as counterparts thereof.

Executed, in counterpart, as of the date set forth below.

PURCHASER:
Founders Circle Capital I, L.P.
By its General Partner
Founders Circle Management I, L.L.C.
By:	/s/ Ken Loveless
Name:	Ken Loveless
Title:	Managing Director
Date: 10/9/2015
Number of Shares Purchased: 733,673
Aggregate Purchase Price: $4,350,680.89
Contact Person: Kenneth Loveless
Telephone No.:
Email Address:
Address: c/o Founders Circle Capital, LLC
27 South Park St., Suite 101
San Francisco, CA 94107

Financing Signature Page

By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Series F Preferred Stock Purchase Agreement (the “Purchase Agreement”)  by and among Bit9, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of the Initial Closing (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled “Representations and Warranties of the Purchasers,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser.  The undersigned agrees to purchase and the Company agrees to sell and issue to the undersigned the number of shares of Series F Preferred Stock set forth below, at a purchase price of $5.93 per Share, pursuant to the Purchase Agreement, by execution and delivery of this Financing Signature Page to the Purchase Agreement.

The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a “Purchaser” thereunder, (ii) the Voting Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, (iii) the Investor Rights Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder and (iv) the Right of First Refusal and Co-Sale Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and authorizes this signature page to be attached to the Purchase Agreement, the Voting Agreement, the Investor Rights Agreement and the Right of First Refusal and Co-Sale Agreement, as counterparts thereof.

Executed, in counterpart, as of the date set forth below.

PURCHASER:
Founders Circle Capital I Affiliates Fund, L.P.
By its General Partner
Founders Circle Management I, L.L.C.
By:	/s/ Ken Loveless
Name:	Ken Loveless
Title:	Managing Director
Date: 10/9/2015
Number of Shares Purchased: 52,199
Aggregate Purchase Price: $309,540.07
Contact Person: Kenneth Loveless
Telephone No.:
Email Address:
Address: c/o Founders Circle Capital, LLC
27 South Park St., Suite 101
San Francisco, CA 94107

CARBON BLACK, INC.

JOINDER AGREEMENT

December 15, 2017

The undersigned, ACCOMPLICE CB INVESTORS, LLC., as a condition precedent to becoming the owner or holder of record of 349,000  shares (the “Shares”) of Common Stock, $0.001 par value per share, of Carbon Black, Inc., a Delaware corporation (the “Company”), hereby agrees to become: (i) an “Investor” under the Eighth Amended and Restated Investors’ Rights Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “IRA”), (ii) an “Investor” under the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “ROFR Agreement”) and (iii) an “Investor” under the Seventh Amended and Restated Voting Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “Voting Agreement”).  This Joinder Agreement shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by the IRA, the ROFR Agreement and the Voting Agreement immediately upon execution and delivery to the Company of this Joinder Agreement.

The undersigned, by acceptance of ownership of the Shares, agrees that before any proposed sale, pledge, or transfer of any Shares, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transaction, the undersigned shall give notice to the Company of the undersigned’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 the expense of the undersigned by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the U.S. Securities and Exchange Commission (the “SEC”) to the effect that the proposed sale, pledge, or transfer of such Shares without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Shares may be effected without registration under the Securities Act, whereupon the undersigned shall be entitled to sell, pledge, or transfer such Shares in accordance with the terms of the notice given by the undersigned to the Company.  The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which the undersigned distributes the Shares to an affiliate of the undersigned; provided that each transferee agrees in writing to be subject to the terms of this Joinder Agreement.  The undersigned acknowledges and agrees that the foregoing provisions apply with equal force to any shares of Common Stock, par value $0.001 per share, of the Company issuable or issued upon conversion of the Shares.  The undersigned will cause any proposed purchaser, pledgee, or transferee of the Shares by the undersigned to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Joinder Agreement.  The Shares shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the foregoing conditions, which conditions are intended to ensure compliance with the provisions of the Securities Act.

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IN WITNESS WHEREOF, this JOINDER AGREEMENT has been duly executed by or on behalf of the undersigned as of the date first written above.

ACCOMPLICE CB INVESTORS, LLC.
By: Frank Castellucci
Its: Secretary
By:	/s/ Frank Castellucci
	Name:		Frank Castellucci
	Title:		Secretary
Address: 25 First Street
		Suite 303
		Cambridge, MA 02141
Accepted:
CARBON BLACK, INC.
By:	/s/ Mark P. Sullivan
	Name:		Mark P. Sullivan
	Title:		CFO

CARBON BLACK, INC.

JOINDER AGREEMENT

November 27, 2017

The undersigned, Liam Morley Irrevocable Trust dated 12/19/2008, as a condition precedent to becoming the owner or holder of record of 9,210 shares (the “Shares”) of Common Stock, $0.001 par value per share, of Carbon Black, Inc., a Delaware corporation (the “Company”), hereby agrees to become: (i) a “Key Holder” under the Eighth Amended and Restated Investors’ Rights Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “IRA”), (ii) a “Key Holder” and a “MIP Participant” under the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “ROFR Agreement”) and (iii) a “Key Holder” under the Seventh Amended and Restated Voting Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “Voting Agreement”).  This Joinder Agreement shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by the IRA, the ROFR Agreement and the Voting Agreement immediately upon execution and delivery to the Company of this Joinder Agreement.

The undersigned, by acceptance of ownership of the Shares, agrees that before any proposed sale, pledge, or transfer of any Shares, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transaction, the undersigned shall give notice to the Company of the undersigned’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 the expense of the undersigned by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the U.S. Securities and Exchange Commission (the “SEC”) to the effect that the proposed sale, pledge, or transfer of such Shares without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Shares may be effected without registration under the Securities Act, whereupon the undersigned shall be entitled to sell, pledge, or transfer such Shares in accordance with the terms of the notice given by the undersigned to the Company.  The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which the undersigned distributes the Shares to an affiliate of the undersigned; provided that each transferee agrees in writing to be subject to the terms of this Joinder Agreement.  The undersigned will cause any proposed purchaser, pledgee, or transferee of the Shares by the undersigned to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Joinder Agreement.  The Shares shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the foregoing conditions, which conditions are intended to ensure compliance with the provisions of the Securities Act.

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IN WITNESS WHEREOF, this JOINDER AGREEMENT has been duly executed by or on behalf of the undersigned as of the date first written above.

LIAM MORLEY IRREVOCABLE TRUST DATED 12/19/2008
By:	/s/ Michael P. Morley
	Name:		Michael P. Morley
	Title:		Trustee
Address:
Accepted:
CARBON BLACK, INC.
By:	/s/ Eric Pyenson
	Name:		Eric J. Pyenson
	Title:		SVP, General Counsel
		Carbon Black, Inc.

CARBON BLACK, INC.

JOINDER AGREEMENT

November 27, 2017

The undersigned, Evan Morley Irrevocable Trust dated 12/19/2008, as a condition precedent to becoming the owner or holder of record of 9,210 shares (the “Shares”) of Common Stock, $0.001 par value per share, of Carbon Black, Inc., a Delaware corporation (the “Company”), hereby agrees to become: (i) a “Key Holder” under the Eighth Amended and Restated Investors’ Rights Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “IRA”), (ii) a “Key Holder” and a “MIP Participant” under the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “ROFR Agreement”) and (iii) a “Key Holder” under the Seventh Amended and Restated Voting Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “Voting Agreement”).  This Joinder Agreement shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by the IRA, the ROFR Agreement and the Voting Agreement immediately upon execution and delivery to the Company of this Joinder Agreement.

The undersigned, by acceptance of ownership of the Shares, agrees that before any proposed sale, pledge, or transfer of any Shares, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transaction, the undersigned shall give notice to the Company of the undersigned’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 the expense of the undersigned by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the U.S. Securities and Exchange Commission (the “SEC”) to the effect that the proposed sale, pledge, or transfer of such Shares without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Shares may be effected without registration under the Securities Act, whereupon the undersigned shall be entitled to sell, pledge, or transfer such Shares in accordance with the terms of the notice given by the undersigned to the Company.  The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which the undersigned distributes the Shares to an affiliate of the undersigned; provided that each transferee agrees in writing to be subject to the terms of this Joinder Agreement.  The undersigned will cause any proposed purchaser, pledgee, or transferee of the Shares by the undersigned to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Joinder Agreement.  The Shares shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the foregoing conditions, which conditions are intended to ensure compliance with the provisions of the Securities Act.

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IN WITNESS WHEREOF, this JOINDER AGREEMENT has been duly executed by or on behalf of the undersigned as of the date first written above.

EVAN MORLEY IRREVOCABLE TRUST DATED 12/19/2008
By:	/s/ Michael P. Morley
	Name:	Michael P. Morley
	Title:	Trustee
Address:
Accepted:
CARBON BLACK, INC.
By:	/s/ Eric Pyenson
	Name:	Eric J. Pyenson
	Title:	SVP, General Counsel
			Carbon Black

CARBON BLACK, INC.

JOINDER AGREEMENT

November 16, 2017

The undersigned, Top Tier Venture Velocity 2 Management, LLC, as a condition precedent to becoming the owner or holder of record of 44,760 shares (the “Shares”) of Series B Preferred Stock, $0.001 par value per share, of Carbon Black, Inc., a Delaware corporation (the “Company”), hereby agrees to become: (i) an “Investor” under the Eighth Amended and Restated Investors’ Rights Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “IRA”), (ii) an “Investor” under the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “ROFR Agreement”) and (iii) an “Investor” under the Seventh Amended and Restated Voting Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “Voting Agreement”).  This Joinder Agreement shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by the IRA, the ROFR Agreement and the Voting Agreement immediately upon execution and delivery to the Company of this Joinder Agreement.

The undersigned, by acceptance of ownership of the Shares, agrees that before any proposed sale, pledge, or transfer of any Shares, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transaction, the undersigned shall give notice to the Company of the undersigned’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 the expense of the undersigned by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the U.S. Securities and Exchange Commission (the “SEC”) to the effect that the proposed sale, pledge, or transfer of such Shares without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Shares may be effected without registration under the Securities Act, whereupon the undersigned shall be entitled to sell, pledge, or transfer such Shares in accordance with the terms of the notice given by the undersigned to the Company.  The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which the undersigned distributes the Shares to an affiliate of the undersigned; provided that each transferee agrees in writing to be subject to the terms of this Joinder Agreement.  The undersigned acknowledges and agrees that the foregoing provisions apply with equal force to any shares of Common Stock, par value $0.001 per share, of the Company issuable or issued upon conversion of the Shares.  The undersigned will cause any proposed purchaser, pledgee, or transferee of the Shares by the undersigned to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Joinder Agreement.  The Shares shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the foregoing conditions, which conditions are intended to ensure compliance with the provisions of the Securities Act.

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IN WITNESS WHEREOF, this JOINDER AGREEMENT has been duly executed by or on behalf of the undersigned as of the date first written above.

TOP TIER VENTURE VELOCITY 2 MANAGEMENT, LLC
By: Top Tier Venture Velocity Fund 2 Management, LLC
By: Top Tier Capital Partners, LLC
Its: Manager
By:	/s/ Sean C. Warren
	Name:		Sean C. Warren
	Title:		Authorized Signatory
Address: 600 Montgomery Street, Suite 480
San Francisco, CA 94111
Accepted:		/s/ Mark P. Sullivan
CARBON BLACK, INC.
By:	/s/ Mark P. Sullivan
	Name:		Mark P. Sullivan
	Title:		CFO

CARBON BLACK, INC.

JOINDER AGREEMENT

June 1, 2017

The undersigned, LCP V Liquidating Trust, as a condition precedent to becoming the owner or holder of record of 44,760 shares (the “Shares”) of Series B Preferred Stock, $0.001 par value per share, of Carbon Black, Inc., a Delaware corporation (the “Company”), hereby agrees to become: (i) an “Investor” under the Eighth Amended and Restated Investors’ Rights Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “IRA”), (ii) an “Investor” under the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “ROFR Agreement”) and (iii) an “Investor” under the Seventh Amended and Restated Voting Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “Voting Agreement”).  This Joinder Agreement shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by the IRA, the ROFR Agreement and the Voting Agreement immediately upon execution and delivery to the Company of this Joinder Agreement.

The undersigned represents and warrants to the Company that Lighthouse Capital Partners V, L.P. (“LCP V L.P.”)  is in the process of liquidating and that the undersigned is the sole successor in interest to LCP V L.P.’s interest in that certain Preferred Stock Purchase Warrant by and between the Company and LCP V L.P.

The undersigned, by acceptance of ownership of the Shares, agrees that before any proposed sale, pledge, or transfer of any Shares, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transaction, the undersigned shall give notice to the Company of the undersigned’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 the expense of the undersigned by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the U.S. Securities and Exchange Commission (the “SEC”) to the effect that the proposed sale, pledge, or transfer of such Shares without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Shares may be effected without registration under the Securities Act, whereupon the undersigned shall be entitled to sell, pledge, or transfer such Shares in accordance with the terms of the notice given by the undersigned to the Company.  The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which the undersigned distributes the Shares to an affiliate of the undersigned; provided that each transferee agrees in writing to be subject to the terms of this Joinder Agreement.  The undersigned acknowledges and agrees that the foregoing provisions apply with equal force to any shares of Common Stock, par value $0.001 per share, of the Company issuable or issued upon conversion of the Shares.  The undersigned will cause any proposed purchaser, pledgee, or transferee of the Shares by the undersigned to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Joinder Agreement.  The Shares shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the foregoing conditions, which conditions are intended to ensure compliance with the provisions of the Securities Act.

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IN WITNESS WHEREOF, this JOINDER AGREEMENT has been duly executed by or on behalf of the undersigned as of the date first written above.

LCP V LIQUIDATING TRUST
By: Lighthouse Capital Partners, Inc., Trustee
By:	/s/ Thomas Conneely
	Name:	Thomas Conneely
	Title:	Authorized Agent
Address:
Accepted:
CARBON BLACK, INC.
By:	/s/Mark P. Sullivan
	Name:	Mark P. Sullivan
	Title:	CFO

CARBON BLACK, INC.

JOINDER AGREEMENT

May 30, 2017

The undersigned, Lighthouse Capital Partners VI, L.P., as a condition precedent to becoming the owner or holder of record of 17,437 shares (the “Shares”) of Series B Preferred Stock, $0.001 par value per share, of Carbon Black, Inc., a Delaware corporation (the “Company”), hereby agrees to become: (i) an “Investor” under the Eighth Amended and Restated Investors’ Rights Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “IRA”), (ii) an “Investor” under the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “ROFR Agreement”) and (iii) an “Investor” under the Seventh Amended and Restated Voting Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “Voting Agreement”).  This Joinder Agreement shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by the IRA, the ROFR Agreement and the Voting Agreement immediately upon execution and delivery to the Company of this Joinder Agreement.

The undersigned, by acceptance of ownership of the Shares, agrees that before any proposed sale, pledge, or transfer of any Shares, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transaction, the undersigned shall give notice to the Company of the undersigned’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 the expense of the undersigned by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the U.S. Securities and Exchange Commission (the “SEC”) to the effect that the proposed sale, pledge, or transfer of such Shares without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Shares may be effected without registration under the Securities Act, whereupon the undersigned shall be entitled to sell, pledge, or transfer such Shares in accordance with the terms of the notice given by the undersigned to the Company.  The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which the undersigned distributes the Shares to an affiliate of the undersigned; provided that each transferee agrees in writing to be subject to the terms of this Joinder Agreement.  The undersigned acknowledges and agrees that the foregoing provisions apply with equal force to any shares of Common Stock, par value $0.001 per share, of the Company issuable or issued upon conversion of the Shares.  The undersigned will cause any proposed purchaser, pledgee, or transferee of the Shares by the undersigned to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Joinder Agreement.  The Shares shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the foregoing conditions, which conditions are intended to ensure compliance with the provisions of the Securities Act.

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IN WITNESS WHEREOF, this JOINDER AGREEMENT has been duly executed by or on behalf of the undersigned as of the date first written above.

LIGHTHOUSE CAPITAL PARTNERS VI, L.P.
BY: LIGHTHOUSE MANAGEMENT
PARTNERS VI, L.L.C, it’s general partner
By:	/s/ Ryan Turner
	Name:
	Title:
Address:		3355 Alameda de las Pulgas, 2nd Fl
		Menlo Park, CA 94025
Accepted:
CARBON BLACK, INC.
By:	/s/ Mark P. Sullivan
	Name:		Mark P. Sullivan
	Title:		CFO

CARBON BLACK, INC.

JOINDER AGREEMENT

September 5, 2016

The undersigned, The Evolution Technology Fund SCSp, as a condition precedent to becoming the owner or holder of record of 1,180,438 shares (the “Shares”) of Series F Preferred Stock, $0.001 par value per share, of Carbon Black, Inc., a Delaware corporation (the “Company”), hereby agrees to become: (i) an “Investor” under the Eighth Amended and Restated Investors’ Rights Agreement dated as of September 30, 2015 by and among the Company and certain stockholders of the Company named therein (as amended and in effect, the “IRA”), (ii) an “Investor” under the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of September 30, 2015 by and among the Company and certain stockholders of the Company named therein (as amended and in effect, the “ROFR Agreement”) and (iii) an “Investor” under the Seventh Amended and Restated Voting Agreement dated as of September 30, 2015 by and among the Company and certain stockholders of the Company named therein (as amended and in effect, the “Voting Agreement”).  This Joinder Agreement shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by, the IRA, the ROFR Agreement and the Voting Agreement immediately upon execution and delivery to the Company of this Joinder Agreement.

The undersigned, by acceptance of ownership of the Shares, agrees that before any proposed sale, pledge, or transfer of any Shares, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transaction, the undersigned shall give notice to the Company of the undersigned’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 the expense of the undersigned by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the U.S. Securities and Exchange Commission (the “SEC”) to the effect that the proposed sale, pledge, or transfer of such Shares without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Shares may be effected without registration under the Securities Act, whereupon the undersigned shall be entitled to sell, pledge, or transfer such Shares in accordance with the terms of the notice given by the undersigned to the Company.  The undersigned acknowledges and agrees that the foregoing provisions apply with equal force to any shares of Common Stock, par value $0.001 per share, of the Company issuable or issued upon conversion of the Shares.  The undersigned will cause any proposed purchaser, pledgee, or transferee of the Shares by the undersigned to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Joinder Agreement.  The Shares shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the foregoing conditions, which conditions are intended to ensure compliance with the provisions of the Securities Act.

[Signature Pages Follow]

IN WITNESS WHEREOF, this JOINDER AGREEMENT has been duly executed by or on behalf of the undersigned as of the date first written above.

THE EVOLUTION TECHNOLOGY FUND SCSP
By:	/s/ Peter Huang
	Name:	Peter Huang
	Title:	AIFM
	Address: 2 bd de de la Foire
				1528 Luxembourg
Accepted:
CARBON BLACK, INC.
By:	/s/ Eric Pyenson
	Name:	Eric J. Pyenson
	Title:	SVP, General Counsel
			Carbon Black, Inc.

CARBON BLACK, INC.

JOINDER AGREEMENT

August 18, 2016

The undersigned, Liberty Global Ventures Group Ltd, as a condition precedent to becoming the owner or holder of record of 699,720 shares (the “Shares”) of Series F Preferred Stock, $0.001 par value per share, of Carbon Black, Inc., a Delaware corporation (the “Company”), hereby agrees to become: (i) an “Investor” under the Eighth Amended and Restated Investors’ Rights Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “IRA”), (ii) an “Investor” under the Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “ROFR Agreement”) and (iii) an “Investor” under the Seventh Amended and Restated Voting Agreement, by and among the Company and certain stockholders of the Company named therein, dated as of September 30, 2015 (as amended and in effect from time to time, the “Voting Agreement”).  This Joinder Agreement shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by the IRA, the ROFR Agreement and the Voting Agreement immediately upon execution and delivery to the Company of this Joinder Agreement.

The undersigned, by acceptance of ownership of the Shares, agrees that before any proposed sale, pledge, or transfer of any Shares, unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the proposed transaction, the undersigned shall give notice to the Company of the undersigned’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 the expense of the undersigned by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the U.S. Securities and Exchange Commission (the “SEC”) to the effect that the proposed sale, pledge, or transfer of such Shares without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Shares may be effected without registration under the Securities Act, whereupon the undersigned shall be entitled to sell, pledge, or transfer such Shares in accordance with the terms of the notice given by the undersigned to the Company.  The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which the undersigned distributes the Shares to an affiliate of the undersigned; provided that each transferee agrees in writing to be subject to the terms of this Joinder Agreement.  The undersigned acknowledges and agrees that the foregoing provisions apply with equal force to any shares of Common Stock, par value $0.001 per share, of the Company issuable or issued upon conversion of the Shares.  The undersigned will cause any proposed purchaser, pledgee, or transferee of the Shares by the undersigned to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Joinder Agreement.  The Shares shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the foregoing conditions, which conditions are intended to ensure compliance with the provisions of the Securities Act.

[Remainder of This Page Intentionally Left Blank]

IN WITNESS WHEREOF, this JOINDER AGREEMENT has been duly executed by or on behalf of the undersigned as of the date first written above.

LIBERTY GLOBAL VENTURES GROUP LTD
By:	/s/ Jeremy Evans
	Name:	Jeremy Evans
	Title:	Director
By:
	Name:
	Title:
Address:
Liberty Global Ventures Group Ltd
Griffin House, 161 Hammersmith Road
London, W6 8BS
United Kingdom
Attn: Glafira Usoltseva, Finance Department
With a copy to (which shall not constitute notice):
Liberty Global, Inc.
1550 Wewatta Street
Suite 1000
Denver, Colorado 80202
Attn: General Counsel
Fax: +1 303 220 6601
Accepted:
CARBON BLACK, INC.
By:	/s/ Patrick Morley
	Name:	Patrick Morley
	Title:	Chief Executive Officer

IN WITNESS WHEREOF, the parties have executed this Seventh Amended and Restated Investor Rights Agreement as of the date first above written.

INVESTORS:

If a legal entity:					If an individual:
Entity Name:				NORTH BRIDGE VENTURE PARTNERS 7, L.P.
By: North Bridge Venture Management 7, L.P., its General Partner					(signature)
By: NBVM GP, LLC, its General Partner					(print name)
By:	/s/ Richard A. D’Amore, Manager
(signature)					Address:
Name:			Richard A. D’Amore
Title:			Manager
Address:			950 Winter Street		Date:
Waltham, MA 02451
					If more than one individual is purchasing, please check below where applicable:
Date:		6/6/2016
					o Joint tenants, with right of survivorship
					o Tenants by the entirety
					o Tenants in common

IN WITNESS WHEREOF, the parties have executed this Seventh Amended and Restated Investor Rights Agreement as of the date first above written.

INVESTORS:

If a legal entity:				If an individual:
BY: Matrix IX Management Co., LLC its General Partner
Entity Name:			Matrix Partners IX, L.P.	(signature)
By:	/s/ Timothy A. Barrows
	(signature)			(print name)
Name:		Timothy A. Barrows
Title:		Managing Member		Address:
Address:		101 Main St.
17th Floor
Cambridge, MA 02142				Date:
Date:				If more than one individual is purchasing, please check below where applicable:
				o Joint tenants, with right of survivorship
				o Tenants by the entirety
				o Tenants in common

IN WITNESS WHEREOF, the parties have executed this Seventh Amended and Restated Investor Rights Agreement as of the date first above written.

INVESTORS:

If a legal entity:					If an individual:
WESTON & Co. IX LLC, as Nominee
BY: Matrix Partners Management Services L.P., Sole Member
BY: Matrix Partners Management Service G.P., LLC, its General Partner					(signature)
Entity Name:				Weston & Co. IX LLC as Nominee	(print name)
By:	/s/ Timothy A. Barrows				Address:
	(signature)
Name:		Timothy A. Barrows
Title:		Authorized Member
					Date:
Address:			101 Main St.
17th Floor					If more than one individual is purchasing, please check below where applicable:
Cambridge, MA 02142
Date:					o Joint tenants, with right of survivorship
					o Tenants by the entirety
					o Tenants in common

IN WITNESS WHEREOF, the parties have executed this Seventh Amended and Restated Investor Rights Agreement as of the date first above written.

INVESTORS:

If a legal entity:						If an individual:
FOUNDATION CAPITAL VII, L.P.
Entity Name:					Foundation Capital Management Co. VII, LLC,
its manager						(signature)
By:	/s/ Warren Weiss
(signature)						(print name)
Name:			Warren Weiss
Title:			General Partner			Address:
Address:				250 Middlefield Road
Menlo Park, CA 94025
						Date:
Date:		June 8, 2016				If more than one individual is purchasing, please check below
						where applicable:
						o Joint tenants, with right of survivorship
FOUNDATION CAPITAL VII PRINCIPALS FUND, LLC						o Tenants by the entirety
Entity Name:					Foundation Capital Management Co. VII, LLC,	o Tenants in common
its manager
By:	/s/ Warren Weiss
(signature)
Name:			Warren Weiss
Title:			General Partner
Address:				250 Middlefield Road
Menlo Park, CA 94025
Date:		June 8, 2016

SCHEDULE A

Financing Signature Page

By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Series F Preferred Stock Purchase Agreement (the “Purchase Agreement”)  by and among Bit9, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of the Initial Closing (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled “Representations and Warranties of the Purchasers,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser.  The undersigned agrees to purchase and the Company agrees to sell and issue to the undersigned the number of shares of Series F Preferred Stock set forth below, at a purchase price of $5.93 per Share, pursuant to the Purchase Agreement, by execution and delivery of this Financing Signature Page to the Purchase Agreement.

The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a “Purchaser” thereunder, (ii) the Voting Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, (iii) the Investor Rights Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder and (iv) the Right of First Refusal and Co-Sale Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and authorizes this signature page to be attached to the Purchase Agreement, the Voting Agreement, the Investor Rights Agreement and the Right of First Refusal and Co-Sale Agreement, as counterparts thereof.

Executed, in counterpart, as of the date set forth below.

INTEL CAPITAL CORPORATION
By:	/s/ Abhay Gadkari
Name:	Abhay Gadkari
Title:	Director
Number of Shares Purchased:
Aggregate Purchase Price:
Contact Person:
Telephone No.:
Email Address: portfolio.manager@intel.com
Address:
2200 Mission College Blvs., M/S RN6-59
Santa Clara, CA 95054-1549

SCHEDULE A

Financing Signature Page

By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Series F Preferred Stock Purchase Agreement (the “Purchase Agreement”)  by and among Bit9, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of the Initial Closing (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled “Representations and Warranties of the Purchasers,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser.  The undersigned agrees to purchase and the Company agrees to sell and issue to the undersigned the number of shares of Series F Preferred Stock set forth below, at a purchase price of $5.93 per Share, pursuant to the Purchase Agreement, by execution and delivery of this Financing Signature Page to the Purchase Agreement.

The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a “Purchaser” thereunder, (ii) the Voting Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, (iii) the Investor Rights Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder and (iv) the Right of First Refusal and Co-Sale Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and authorizes this signature page to be attached to the Purchase Agreement, the Voting Agreement, the Investor Rights Agreement and the Right of First Refusal and Co-Sale Agreement, as counterparts thereof.

Executed, in counterpart, as of the date set forth below.

ACCOM B9F INVESTORS, LLC
By:	/s/ Frank Castelluci
Name:	Frank Castelluci
Title:	Member
Number of Shares Purchased: 42,158
Aggregate Purchase Price: 249,996.94
Contact Person:
Telephone No.:
Email Address:
Address:
25 First Street, Suite 303
Cambridge, MA 02141
Attn: General Counsel

SCHEDULE A

Financing Signature Page

By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Series F Preferred Stock Purchase Agreement (the “Purchase Agreement”)  by and among Bit9, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of the Initial Closing (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled “Representations and Warranties of the Purchasers,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser.  The undersigned agrees to purchase and the Company agrees to sell and issue to the undersigned the number of shares of Series F Preferred Stock set forth below, at a purchase price of $5.93 per Share, pursuant to the Purchase Agreement, by execution and delivery of this Financing Signature Page to the Purchase Agreement.

The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a “Purchaser” thereunder, (ii) the Voting Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, (iii) the Investor Rights Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder and (iv) the Right of First Refusal and Co-Sale Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and authorizes this signature page to be attached to the Purchase Agreement, the Voting Agreement, the Investor Rights Agreement and the Right of First Refusal and Co-Sale Agreement, as counterparts thereof.

Executed, in counterpart, as of the date set forth below.

A-BDU-27-FUND, a series of AngelList-FkKa-Funds, LLC
By:		Assure Fund Management, LLC
		its Manager
By:	/s/ Jens Beyrich
Name:	Jens Beyrich
Title:	Manager of the Fund’s Manager
Number of Shares Purchased: 801,011
Aggregate Purchase Price: $4,749,995.23
Contact Person: Jeremy Neilson
Telephone No.: 801-713-3509
Email Address: angellist@assurefundmgmt.com
Address:
PO Box 171305
Salt Lake City, UT 84117

SCHEDULE A

INVESTORS

Name and Address

KPCB Holdings, Inc., as nominee

2750 Sand Hill Road

Menlo Park, CA 94025

Point 406 Ventures I, L.P.

470 Atlantic Ave.,12th Floor

Boston, MA 02110

Point 406 Ventures I-A, L.P.

470 Atlantic Ave.,12th Floor

Boston, MA 02110

1941 Co-Invest, LLC

470 Atlantic Ave.

12th Floor

Boston, MA 02110

B941, LLC

470 Atlantic Ave.,12th Floor

Boston, MA 02110

Atlas Venture Fund VI, L.P.

25 First Street, Suite 303
Cambridge, MA 02141

Atlas Venture Entrepreneurs’ Fund VI, L.P.

25 First Street, Suite 303
Cambridge, MA 02141

Atlas Venture Fund VI GmbH & Co. KG

25 First Street, Suite 303
Cambridge, MA 02141

Atlas Venture Fund IX, L.P.

25 First Street, Suite 303
Cambridge, MA 02141

Top Tier Venture Velocity Fund, LP

600 Montgomery Street, Suite 480

San Francisco, CA 94111

Name and Address

Top Tier Venture Capital VII Holdings

600 Montgomery Street, Suite 480

San Francisco, CA 94111

A-BCA-15-FUND, A Series of

AngelList-FkKa-Funds, LLC

PO Box 171305

Salt Lake City, UT 84117

Agman Investments LLC

11 East Walton Street

Unit 5100

Chicago, IL 60611

UBS Finsvc CDN FBO Jeffrey Silverman Roth IRA

11 East Walton Street

Unit 5100

Chicago, IL 60611

MJE Personal Gift Trust A

c/o BNY Mellon Trust of Delaware

4005 Kennett Pike

Greenville, DE 19807

Inside the Park LLC

116 Flanders Road, Suite 3000

Westborough, MA 01581

Attn: Michael J. Egan

Highland Capital Partners VI Limited Partnership

One Broadway, 16th Floor

Cambridge, MA 02142

Highland Capital Partners VI-B Limited Partnership

One Broadway, 16th Floor

Cambridge, MA 02142

Name and Address

Highland Entrepreneurs’ Fund VI Limited Partnership

One Broadway, 16th Floor

Cambridge, MA 02142

Highland Capital Partners VII Limited Partnership

One Broadway, 16th Floor

Cambridge, MA 02142

Highland Capital Partners VII-B Limited Partnership

One Broadway, 16th Floor

Cambridge, MA 02142

Highland Capital Partners VII-C Limited Partnership

One Broadway, 16th Floor

Cambridge, MA 02142

Highland Entrepreneurs’ Fund VII Limited Partnership

One Broadway, 16th Floor

Cambridge, MA 02142

Delta Capital Investments Ltd.

c/o Morgan & Morgan Trust Corp.

Pasta Estate

P.O.Box 3149 Road Town

Tortola, British Virgin Islands

JoRon Management

SoftBank Capital

One HSBC Center, Suite 3850

Buffalo, NY  14203

Allen Hillery, Ph.D.

2525 Shakespeare #3

Houston, TX 77030

Name and Address

SC US GF V HOLDINGS, LTD.

c/o Sequoia Capital

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

Sequoia Capital U.S. Growth Fund V, L.P.

c/o Sequoia Capital

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

Blackstone Innovations (Cayman) III L.P.

c/o The Blackstone Group

345 Park Avenue

New York, NY 10154

Benjamin Levitan

7 Candleberry Lane

Weston, MA 02493

Legion Capital, LLC

c/o Nelson Blitz, Esq.

2883 Macao Drive

Herndon, Virginia 20171

Kyrus Holdings, Inc.

46040 Center Oak Plaza

Suite 175

Sterling, VA 20166

Kyrus Charities, Inc.

46040 Center Oak Plaza

Suite 165

Sterling, VA 20166

Benjamin Johnson

1140 Laurie Lane

Burr Ridge, IL 60527

Michael Tanji

21617 Merion Street

Ashburn, VA 20147

Name and Address

Michael Viscuso

427 Franklin Avenue

Phoenixville, PA 19460

Accuvant, Inc.

1125 17th Street, Suite 1700

Denver, CO 80202

Evolution Equity Capital Ltd.

Craigmuir Chambers

Roadtown, Tortola

British Virgin Islands

Founders Circle Capital I, L.P.

Kenneth Loveless

c/o Founders Circle Capital, LLC

27 South Park St., Suite 101

San Francisco, CA 94107

Founders Circle Capital I Affiliates Fund, L.P.

Kenneth Loveless

c/o Founders Circle Capital, LLC

27 South Park St., Suite 101

San Francisco, CA 94107

Founders Circle Capital I (WR), L.P.

Kenneth Loveless

c/o Founders Circle Capital, LLC

27 South Park St., Suite 101

San Francisco, CA 94107

Intel Capital Corporation

200 Mission College Blvd.

M/S RN6-59

Santa Clara, CA 95054-1549

Accom B9F Investors, LLC

25 First Street, Suite 303

Cambridge, MA 02141

Attn: General Counsel

Name and Address

A-BDU-27-FUND, a series of AngelList-FKKA-Funds, LLC

PO Box 171305

Salt Lake City, UT 84117

SCHEDULE B

KEY HOLDERS

Name and Address

Todd F. Brennan, Ph.D.

P.O. Box 381548

Cambridge, MA 02238

Allen Hillery, Ph.D.

2525 Shakespeare #3

Houston, TX 77030

John Hanratty

15 Mount Vernon Street #7

Cambridge, MA 02140

Patrick Morley

c/o Bit9, Inc.

1100 Winter St.

Waltham, MA 02451

Ronald Nordin

11 Chauncy Street

Cambridge, MA 02138

VisiTrend, Inc.

25 First Street

Suite 303

Cambridge, MA 02141

SCHEDULE C

CARBON BLACK STOCKHOLDERS

Kyrus Holdings, Inc.

Kyrus Charities, Inc.

Blackstone Innovations (Cayman) III L.P.

Accuvant, Inc.

Michael Viscuso

Benjamin Johnson

Mike Tanji

Legion Capital, LLC

EXHIBIT A

FORM OF NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Non-Competition, Non-Solicitation and Confidentiality and Assignment Agreement

In consideration and as a condition of my employment or continued employment with Carbon Black, Inc. (together with its parents, subsidiaries and affiliates, the “Company”), I agree as follows:

1.             Proprietary Information.  I agree that all information, whether or not in writing, concerning the Company’s business, technology, business relationships or financial affairs which the Company has not released to the general public (collectively, “Proprietary Information”) is and will be the exclusive property of the Company.  Proprietary Information also includes information received in confidence by the Company from its customers or suppliers or other third parties.

2.             Recognition of Company’s Rights.  I will not, at any time, without the Company’s prior written permission, either during or after my employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance of my duties as an employee of the Company.  I will cooperate with the Company and use my best efforts to prevent the unauthorized disclosure of all Proprietary Information.  I will deliver to the Company all copies of Proprietary Information in my possession or control upon the earlier of a request by the Company or termination of my employment.

3.             Rights of Others.  I understand that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require the Company to protect or refrain from use of proprietary information.  I agree to be bound by the terms of such agreements in the event I have access to such proprietary information.

4.             Commitment to Company; Avoidance of Conflict of Interest.  While an employee of the Company, I will devote my full-time efforts to the Company’s business and I will not engage in any other business activity that conflicts with my duties to the Company.  I will advise the president of the Company or his or her nominee at such time as any activity of either the Company or another business presents me with a conflict of interest or the appearance of a conflict of interest as an employee of the Company.  I will take whatever action is requested of me by the Company to resolve any conflict or appearance of conflict which it finds to exist.

5.             Developments.  I will make full and prompt disclosure to the Company of all inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or visual works, and other works of authorship (collectively “Developments”), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction during the period of my employment.  I acknowledge that all work performed by me is on a “work for hire” basis, and I hereby do assign and transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns all my right, title and interest in all Developments that (a) relate to the business of the Company or any customer of or supplier to the Company or any of the products or services being researched, developed, manufactured or sold by the Company or which may be used with such products or services; or (b) result from tasks assigned to me by the Company; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (“Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”).

To preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of Developments that I have, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of my employment with the Company that I consider to be my property or the

property of third parties and that I wish to have excluded from the scope of this Agreement (“Prior Inventions”).  If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason.  If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine or other work done for the Company, I hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention.  Notwithstanding the foregoing, I will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the Company’s prior written consent.

This Agreement does not obligate me to assign to the Company any Development which, in the sole judgment of the Company, reasonably exercised, is developed entirely on my own time and does not relate to the business efforts or research and development efforts in which, during the period of my employment, the Company actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company.  However, I will also promptly disclose to the Company any such Developments for the purpose of determining whether they qualify for such exclusion.  I understand that to the extent this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 5 will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.  I also hereby waive all claims to any moral rights or other special rights which I may have or accrue in any Company-Related  Developments.

6.             Documents and Other Materials.  I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times.

All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company.  Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice.  In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

7.             Enforcement of Intellectual Property Rights.  I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments.  I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.  If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

8.             Non-Competition and Non-Solicitation.  In order to protect the Company’s Proprietary Information and good will, during my employment with the Company and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any business activity

2

anywhere in the world that develops, manufactures or markets any products, or performs any services, that are competitive with the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment, provided that this shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company.  In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon, solicit, divert, take away, accept or conduct any business from or with any of the customers or prospective customers of the Company or any of its suppliers, and/or (b) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person.  I acknowledge and agree that if I violate any of the provisions of this paragraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s).

9.             Prior Agreements.  I hereby represent that, except as I have fully disclosed previously in writing to the Company, I am not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of my employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party.  I further represent that my performance of all the terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior to my employment with the Company. I will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

10.          Remedies Upon Breach.   I understand that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and I consider them to be reasonable for such purpose.  Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, will be entitled to specific performance and other injunctive relief, without the posting of a bond.  If I violate this Agreement, in addition to all other remedies available to the Company at law, in equity, and under contract, I agree that I am obligated to pay all the Company’s costs of enforcement of this Agreement, including attorneys’ fees and expenses.

11.          No Employment Obligation.  I understand that this Agreement does not create an obligation on the Company or any other person to continue my employment.  I acknowledge that, unless otherwise agreed in a formal written employment agreement signed on behalf of the Company by an authorized officer, my employment with the Company is at will and therefore may be terminated by the Company or me at any time and for any reason, with or without cause.

12.          Survival and Assignment by the Company.  I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment. I further understand that my obligations under this Agreement will continue following the termination of my employment regardless of the manner of such termination and will be binding upon my heirs, executors and administrators.  The Company will have the right to assign this Agreement to its affiliates, successors and assigns.  I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ I may be transferred without the necessity that this Agreement be resigned at the time of such transfer.

13.          Severability.  In case any provisions (or portions thereof) contained in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.  If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

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14.          Interpretation.  This Agreement will be deemed to be made and entered into in the State of Massachusetts, and will in all respects be interpreted, enforced and governed under the laws of the State of Massachusetts.  I hereby agree to consent to personal jurisdiction of the state and federal courts in the State of Massachusetts for purposes of enforcing this Agreement, and waive any objection that I might have to personal jurisdiction or venue in those courts.

15.          Other Agreements.  This Agreement shall supplement, and shall not limit or be limited by any other restrictive covenant agreement to which the Company (or any its subsidiaries or affiliates) and I are parties, including, without limitation, any noncompetition, nonsolicitation and/or assignment of inventions agreement I previously entered into with the Company.

[End of Text]

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I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS.  BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.

IN WITNESS WHEREOF, the undersigned has executed this agreement as a sealed instrument as of the date set forth below.

Signed:
	(EmployeeName)
Type or print name:
Date:

EXHIBIT A

To:	Carbon Black, Inc.
From:
Date:

SUBJECT:            Prior Inventions

The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by the Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:

o No inventions or improvements

o See below:

o Additional sheets attached

The following is a list of all patents and patent applications in which I have been named as an inventor:

o None

o See below:

EX-4.3

Exhibit 4.3

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

WARRANT TO PURCHASE STOCK

Company: Bit9, Inc., a Delaware corporation

Number of Shares: As set forth in Paragraph A below

Type/Series of Stock: Common Stock, $0.001 par value per share

Warrant Price: $       per Share, subject to adjustment

Issue Date:

Expiration Date:See also Section 5.1(b).

Credit Facility:This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain                                                , of even date herewith, to that certain                                                                                      dated                        , between and the Company (collectively, and as may be further amended and/or modified and in effect from time to time, the “                                ”).

THIS WARRANT CERTIFIES THAT, for good and valuable consideration,                                   (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) as determined pursuant to Paragraph A below, at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. [Reference is made to Section 5.4 of this Warrant whereby                                shall transfer this Warrant to its parent company,                                  ].

A. Number of Shares. This Warrant shall be exercisable for the Initial Shares, plus the Additional Shares, if any (collectively, and as adjusted from time to time in accordance with the provisions of this Warrant, the “Shares”).

(1)Initial Shares. As used herein, “Initial Shares” means           shares of the Class, subject to adjustment from time to time in accordance with the provisions of this Warrant.

(2)Additional Shares. Upon the making to the Company of the first Term Loan Advance (as defined in the                                        ) in any amount, this Warrant automatically shall become exercisable for         additional shares of the Class, as such number may be adjusted from time to time in accordance with the provisions of this Warrant (the “Additional Shares”).

SECTION 1. EXERCISE.

1.1Method of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a

duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

1.2Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

X = Y(A-B)/A

where:

X =the number of Shares to be issued to the Holder;

Y =the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

A =the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

B =the Warrant Price.

1.3Fair Market Value. If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s common stock is then traded in a Trading Market and the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then convertible. If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

1.4Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

1.5Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and

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amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

1.6Treatment of Warrant Upon Acquisition of Company.

(a)Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

(b)Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

(c)The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

(d)Upon the closing of any Acquisition other than a Cash/Public Acquisition, either (i) the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant, or (ii) if the acquiring, surviving or successor entity shall not have assumed the obligations of this Warrant, then the aggregate Warrant Price shall be

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reduced to the greater of (a) One Dollar ($1.00), or (b) the aggregate par value of all Shares issuable hereunder as of immediately prior to the closing of such Acquisition, and this Warrant shall be deemed to have been exercised in full pursuant to Section 1.2 above as of immediately prior to the closing of such Acquisition.

(e)As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition.

1.7Certain Agreements. Upon any exercise of this Warrant, Holder shall, if the Company so requests in writing, become a party to, by execution and delivery to the Company of a counterpart signature page, joinder agreement, instrument of accession or similar instrument, (i) that certain Sixth Amended and Restated Investor Rights Agreement dated July 13, 2012 by and among the Company and the other parties named therein, as amended and in effect from time to time (the “IRA”), (ii) that certain Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement dated July 13, 2012 by and among the Company and the other parties named therein, as amended and in effect from time to time (the “ROFR”), and (iii) that certain Fifth Amended and Restated Voting Agreement dated July 13, 2012 by and among the Company and the other parties named therein, as amended and in effect from time to time (the “Voting Agreement” and, together with the IRA and the ROFR, the “Stockholder Agreements”), in each case solely with respect to the Shares issued upon such exercise (and the shares of Common Stock, if any, issued upon conversion of such Shares), solely to the extent that such Stockholder Agreement is then in force and effect, and only if all holders of outstanding shares of the Class are then parties thereto.

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

2.1Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

2.2Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or

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replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.

2.3Conversion of Preferred Stock. If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

2.4Adjustments for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

2.5No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

2.6Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:

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(a)The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of the Class were last sold and issued prior to the Issue Date hereof in an arms-length transaction in which at least $500,000 of such shares were sold.

(b)All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, when issued, sold and delivered in accordance with the terms of and for the consideration set forth in this Warrant or the Company’s Certificate of Incorporation, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein, under the Stockholder Agreements or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into common stock or such other securities.

(c)The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.

3.2Notice of Certain Events. If the Company proposes at any time to:

(a) declare any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

(b) offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);

(c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;

(d) effect an Acquisition or to liquidate, dissolve or wind up; or

(e) effect an IPO;

then, in connection with each such event, the Company shall give Holder:

(1) in the case of the matters referred to in (a) and (b) above, at least seven (7) Business Days prior written notice of the earlier to occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any;

(2) in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and

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(3) with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith.

Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. The Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.

The Holder represents and warrants to the Company as follows:

4.1Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

4.2Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

4.3Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

4.4Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.5The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.

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4.6Market Stand-off Agreement. The Holder agrees that the Shares shall be subject to the Market Standoff provisions in Section 2.14 of the IRA.

4.7No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

SECTION 5. MISCELLANEOUS.

5.1Term; Automatic Cashless Exercise Upon Expiration.

(a)Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.

(b)Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

5.2Legends. Each certificate evidencing Shares (and each certificate evidencing securities issued upon conversion of any Shares, if any) shall be imprinted with a legend in substantially the following form:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO                                       DATED                                 , MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

5.3Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to                                                  any other affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

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5.4Transfer Procedure. [After receipt by                                     of the executed Warrant,                               will transfer all of this Warrant to its parent company,                                                  By its acceptance of this Warrant,                                                  hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof]. Subject to the provisions of Section 5.3 and upon providing the Company with written notice,                                                 and any subsequent Holder may transfer all or part of this Warrant or the Shares issued upon exercise of this Warrant (or the securities issued upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer,                                                  or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than                                                  shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant; and provided further, that the transfer of any Shares issued upon exercise hereof shall be subject to the provisions of the Stockholder Agreements. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

5.5Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

Bit9, Inc.

Attn: Chief Financial Officer

266 Second Avenue, 2nd Floor

Waltham, MA 02451

Telephone: (617) 393-7400

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Facsimile: (617) 393-7499

With a copy (which shall not constitute notice) to:

Goodwin Procter LLP

Attn: Kenneth J. Gordon

53 State Street

Boston, MA 02109

5.6Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

5.7Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

5.8Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

5.9Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles regarding conflicts of law.

5.10Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

5.11Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which Silicon Valley Bank is closed.

[Remainder of page left blank intentionally]

[Signature page follows]

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IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.

“COMPANY”
Bit9, Inc.
By:
Name:
	(Print)
Title:
“HOLDER”
[                                   ]
By:
Name:
	(Print)
Title:

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APPENDIX 1

NOTICE OF EXERCISE

1.The undersigned Holder hereby exercises its right to purchase                        shares of the Common/Series                  Preferred [circle one] Stock of                              (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:

ocheck in the amount of $            payable to order of the Company enclosed herewith

oWire transfer of immediately available funds to the Company’s account

oCashless Exercise pursuant to Section 1.2 of the Warrant

oOther [Describe]                                                             

2.Please issue a certificate or certificates representing the Shares in the name specified below:

Holder’s Name

(Address)

3.By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.

HOLDER:

By:

Name:

Title:

(Date):

SCHEDULE 1

Company Capitalization Table

EX-4.4

Exhibit 4.4

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

WARRANT TO PURCHASE STOCK

Company: Bit9, Inc., a Delaware corporation

Number of Shares: As set forth in Paragraph A below

Type/Series of Stock: Series D Convertible Preferred Stock, $0.001 par value per share

Warrant Price: $         per Share, subject to adjustment

Issue Date:

Expiration Date:                See also Section 5.1(b).

Credit Facility:  This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Subordinated Loan and Security Agreement of even date herewith between                                  and the Company (as amended and/or modified and in effect from time to time, the “Loan Agreement”).

THIS WARRANT CERTIFIES THAT, for good and valuable consideration,                                  (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) as determined pursuant to Paragraph A below, at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.  [Reference is made to Section 5.4 of this Warrant whereby                   shall transfer this Warrant to its parent company,             .]

A.            Number of Shares.  This Warrant shall be exercisable for the Initial Shares, plus the Additional Shares, if any (collectively, and as adjusted from time to time in accordance with the provisions of this Warrant, the “Shares”).

(1)           Initial Shares.  As used herein, “Initial Shares” means              shares of the Class, subject to adjustment from time to time in accordance with the provisions of this Warrant.

(2)           Additional Shares.  Upon the making to the Company of the first Term Loan Advance (as defined in the Loan Agreement) in any amount, this Warrant automatically shall become exercisable for              additional shares of the Class, as such number may be adjusted from time to time in accordance with the provisions of this Warrant (the “Additional Shares”).

SECTION 1. EXERCISE.

1.1          Method of Exercise.  Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless

Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

1.2          Cashless Exercise.  On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised.  Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

X = Y(A-B)/A

where:

X =          the number of Shares to be issued to the Holder;

Y =the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

A =the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

B =          the Warrant Price.

1.3          Fair Market Value.  If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company.  If the Company’s common stock is then traded in a Trading Market and the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then convertible.  If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

1.4          Delivery of Certificate and New Warrant.  Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

1.5          Replacement of Warrant.  On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for

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cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

1.6          Treatment of Warrant Upon Acquisition of Company.

(a)           Acquisition.  For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

(b)           Treatment of Warrant at Acquisition.  In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either  (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

(c)           The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition.  In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

(d)           Upon the closing of any Acquisition other than a Cash/Public Acquisition, either (i) the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant, or (ii) if the acquiring, surviving or successor entity shall not have assumed the obligations of this Warrant, then the aggregate Warrant Price shall be reduced to the greater of (a) One Dollar ($1.00), or (b) the aggregate par value of all Shares issuable

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hereunder as of immediately prior to the closing of such Acquisition, and this Warrant shall be deemed to have been exercised in full pursuant to Section 1.2 above as of immediately prior to the closing of such Acquisition.

(e)           As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition.

1.7          Certain Agreements.    Upon any exercise of this Warrant, Holder shall, if the Company so requests in writing, become a party to, by execution and delivery to the Company of a counterpart signature page, joinder agreement, instrument of accession or similar instrument, (i) that certain Sixth Amended and Restated Investor Rights Agreement dated July 13, 2012 by and among the Company and the other parties named therein, as amended and in effect from time to time (the “IRA”), (ii) that certain Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement dated  July 13, 2012 by and among the Company and the other parties named therein, as amended and in effect from time to time (the “ROFR”), and (iii) that certain Fifth Amended and Restated Voting Agreement dated  July 13, 2012 by and among the Company and the other parties named therein, as amended and in effect from time to time (the “Voting Agreement” and, together with the IRA and the ROFR, the “Stockholder Agreements”), in each case solely with respect to the Shares issued upon such exercise (and the shares of Common Stock, if any, issued upon conversion of such Shares).

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

2.1          Stock Dividends, Splits, Etc.  If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred.  If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased.  If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

2.2          Reclassification, Exchange, Combinations or Substitution.  Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the

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consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.  The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.

2.3          Conversion of Preferred Stock.  If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

2.4          Adjustments for Diluting Issuances.  Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

2.5          No Fractional Share.  No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share.  If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

2.6          Notice/Certificate as to Adjustments.  Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based.  The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1          Representations and Warranties.  The Company represents and warrants to, and agrees with, the Holder as follows:

(a)           The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of the Class were last sold and issued prior to the Issue Date hereof in an arms-length transaction in which at least $500,000 of such shares were sold.

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(b)           All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, when issued, sold and delivered in accordance with the terms of and for the consideration set forth in this Warrant or the Company’s Certificate of Incorporation, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein, under the Stockholder Agreements or under applicable federal and state securities laws.  The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into common stock or such other securities.

(c)           The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.

3.2          Notice of Certain Events.  If the Company proposes at any time to:

(a) declare any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

(b) offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);

(c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;

(d) effect an Acquisition or to liquidate, dissolve or wind up; or

(e) effect an IPO;

then, in connection with each such event, the Company shall give Holder:

(1) in the case of the matters referred to in (a) and (b) above, at least seven (7) Business Days prior written notice of the earlier to occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any;

(2) in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and

(3) with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith.

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Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof.  The Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.

The Holder represents and warrants to the Company as follows:

4.1             Purchase for Own Account.  This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act.  Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

4.2             Disclosure of Information.  Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities.  Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

4.3             Investment Experience.  Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk.  Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

4.4             Accredited Investor Status.  Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.5             The Act.  Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein.  Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.  Holder is aware of the provisions of Rule 144 promulgated under the Act.

4.6             Market Stand-off Agreement.  The Holder agrees that the Shares shall be subject to the Market Standoff provisions in Section 2.14 of the IRA.

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4.7             No Voting Rights.  Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

SECTION 5. MISCELLANEOUS.

5.1          Term; Automatic Cashless Exercise Upon Expiration.

(a)           Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.

(b)          Automatic Cashless Exercise upon Expiration.  In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

5.2          Legends.                Each certificate evidencing Shares (and each certificate evidencing securities issued upon conversion of any Shares, if any) shall be imprinted with a legend in substantially the following form:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO                   DATED               , MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

5.3          Compliance with Securities Laws on Transfer.  This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company).  The Company shall not require Holder to provide an opinion of counsel if the transfer is to                               or any other affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.  Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

5.4          Transfer Procedure.  [After receipt by                of the executed Warrant,                    will transfer all of this Warrant to its parent company,               .  By its acceptance of this Warrant,               hereby makes to the Company each of the representations

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and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof.]  Subject to the provisions of Section 5.3 and upon providing the Company with written notice,                 and any subsequent Holder may transfer all or part of this Warrant or the Shares issued upon exercise of this Warrant (or the securities issued upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer,                   or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than                   shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant; and provided further, that the transfer of any Shares issued upon exercise hereof shall be subject to the provisions of the Stockholder Agreements.  Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

5.5          Notices.  All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5.  All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

Bit9, Inc.

Attn: Chief Financial Officer

266 Second Avenue, 2nd Floor

Waltham, MA 02451

Telephone: (617) 393-7400

Facsimile:  (617) 393-7499

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With a copy (which shall not constitute notice) to:

Goodwin Procter LLP

Attn: Kenneth J. Gordon

53 State Street

Boston, MA 02109

5.6          Waiver.  This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

5.7          Attorneys’ Fees.  In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

5.8          Counterparts; Facsimile/Electronic Signatures.  This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.  Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

5.9          Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles regarding conflicts of law.

5.10        Headings.  The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

5.11        Business Days.  “Business Day” is any day that is not a Saturday, Sunday or a day on which                  is closed.

[Remainder of page left blank intentionally]

[Signature page follows]

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IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.

“COMPANY”
BIT9, INC.
By:
Name:
	(Print)
Title:

“HOLDER”
[                           ]
By:
Name:
	(Print)
Title:

11

APPENDIX 1

NOTICE OF EXERCISE

1.             The undersigned Holder hereby exercises its right to purchase             shares of the Common/Series        Preferred [circle one] Stock of                     (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:

[    ]	check in the amount of $        payable to order of the Company enclosed herewith
[    ]	Wire transfer of immediately available funds to the Company’s account
[    ]	Cashless Exercise pursuant to Section 1.2 of the Warrant
[    ]	Other [Describe]

2.             Please issue a certificate or certificates representing the Shares in the name specified below:

Holder’s Name

(Address)

3.             By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.

HOLDER:

By:

Name:

Title:

(Date):

SCHEDULE 1

Company Capitalization Table

EX-4.5

Exhibit 4.5

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

WARRANT TO

PURCHASE COMMON STOCK

OF

BIT9, INC.

Issued on July 13, 2012

This certifies that for value received, SC US GF V Holdings, Ltd., or its registered assigns (the “Holder”) is entitled, subject to the terms and conditions of this Warrant, to purchase from Bit9, Inc., a Delaware corporation (or its successors and assigns) (the “Company”), on the Exercise Date, the Warrant Stock at a price per share equal to the Warrant Price, upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the shares of Warrant Stock so purchased in lawful money of the United States or as otherwise provided herein.

ARTICLE 1  Definitions. The following definitions shall apply for purposes of this Warrant:

1.1“Applicable Percentage” means 12.5%; provided that in the event that any portion of the purchase rights represented hereby are transferred to a third party in accordance with the terms hereof, the Applicable Percentage set forth in any Warrants issued in respect of any such transfer shall be proportionately reduced with it being understood that the aggregate Applicable Percentage represented by all such Warrants shall remain 12.5%.

1.2“Applicable Shares” means the sum of (a) the number of shares of Common Stock into which the shares of Series A Redeemable Stock of the Company convert at the Initial Public Offering and (b) the Warrant Stock (as defined below).

1.3“Common Stock” means shares of common stock, par value $0.001 per share, of the Company.

1.4“Exercise Date” means the date of the Initial Public Offering (as defined below).

1.5“Initial Public Offering” means the closing of the sale of shares of Common Stock to the public in a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended.

1.6“Subsidiary” means any corporation, partnership, trust or other entity of which the Company and/or any of its other subsidiaries directly or indirectly owns at the time a majority of the outstanding shares of every class of equity security of such corporation, partnership, trust or other entity.

1.7“Warrant” means this Warrant and any warrant(s) delivered in substitution or exchange therefor, as provided herein.

1.8“Warrant Price” means $0.001.

1.9“Warrant Stock” means the number of shares of Common Stock at the Initial Public Offering equal to the product of (a) the Applicable Percentage and (b) the Applicable Shares.

ARTICLE 2  Exercise.

2.1Method of Exercise. Subject to the terms and conditions of this Warrant, the Holder may only exercise this Warrant on the Exercise Date for all of the shares of Warrant Stock for which this Warrant is exercisable, by surrendering this Warrant at the principal offices of the Company, with the subscription form attached hereto as Exhibit 1 duly executed by the Holder, and payment of an amount equal to the product obtained by multiplying (a) the number of shares of Warrant Stock for which this Warrant is exercisable by (b) the Warrant Price, as determined in accordance with the terms hereof.

2.2Form of Payment. Subject to Section 2.5 below, payment may be made by (a) a check payable to the Company’s order, (b) wire transfer of immediately available funds to the Company or (c) any combination of the foregoing.

2.3No Fractional Shares. No fractional shares may be issued upon any exercise of this Warrant, and any fractions shall be rounded down to the nearest whole number of shares. If upon any exercise of this Warrant a fraction of a share results, the Company will pay the cash value of any such fractional share.

2.4Restrictions on Exercise. This Warrant may not be exercised if the issuance of the Warrant Stock upon such exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations. As a condition to the exercise of this Warrant, the Holder shall execute the subscription form attached as Exhibit 1 hereto.

2.5Net Exercise Election. The Holder may elect to convert this Warrant, without the payment by the Holder of any additional consideration, by the surrender of this Warrant or such portion to the Company, with the net exercise election selected in the subscription form attached hereto as Exhibit 1 duly executed by the Holder, into the number of shares of Warrant Stock that is obtained under the following formula:

X = Y (A-B)

     A

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whereX = the number of shares of Warrant Stock to be issued to the Holder pursuant to this Section 2.5.

Y = the number of shares of Warrant Stock for which this Warrant is exercisable.

A = the per share offering price to the public of the Company’s Common Stock pursuant to the Initial Public Offering.

B = the Warrant Price.

ARTICLE 3Issuance of Stock. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of whole shares of Warrant Stock issuable upon such exercise. Surrender of this Warrant in connection with the exercise thereof shall not be required if the Holder delivers an executed affidavit of loss, damage or mutilation, and an executed agreement to indemnify the Company (as reasonably requested by the Company).

ARTICLE 4Reservation of Stock. If at any time the number of shares of Warrant Stock or other securities issuable upon exercise of this Warrant shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action as may, in the opinion of the Holder’s counsel, be necessary to increase its authorized but unissued shares of Warrant Stock or other securities issuable upon exercise of this Warrant as shall be sufficient for such purpose.

ARTICLE 5Treatment of Warrant on a Liquidation Event.

5.1Termination. In the event of any (a) consolidation, merger, or other reorganization of the Company into or with any other entity or entities (except a consolidation or merger into a Subsidiary or merger in which the Company is the surviving corporation and the holders of the Company’s voting stock outstanding immediately prior to the transaction constitute the holders of a majority of the voting stock outstanding immediately following the transaction), (b) dissolution of the Company, or (c) sale, abandonment, lease, license, transfer or other disposition by the Company of all or substantially all its properties or assets (each, a “Liquidation Event”), this Warrant shall terminate automatically upon the closing of the applicable Liquidation Event. In the event the Holder does not exercise this Warrant on the Exercise Date, this Warrant shall terminate on the day after the Initial Public Offering.

ARTICLE 6  Representations and Warranties.

6.1Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as follows:

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(a)Due Authorization. All corporate action on the part of the Company’s directors necessary for the authorization, execution, delivery of, and the performance of all obligations of the Company under this Warrant has been taken, and this Warrant when executed and delivered, will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditor’s rights generally and (ii) the effect of rules of law governing the availability of equitable remedies.

(b)Offer, Issuance and Sale. Based in part on the representations and warranties made by the Holder in Section 6.2 hereof, the offer, issuance, sale and delivery of the Warrant and Warrant Stock are or will be exempt from the registration requirements of the Act and the qualification or registration provisions of applicable state securities laws. Neither the Company nor its authorized agents will take any action that would cause the loss of such exemption.

(c)Corporate Power. The Company has the corporate power and authority to issue, execute and deliver the Warrant and to carry out and perform all its obligations under the Warrant.

6.2Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as follows:

(a)Due Authorization. All corporate action on the part of the Holder necessary for the authorization, execution, delivery of, and the performance of all obligations of the Holder under this Warrant has been taken, and this Warrant when executed and delivered, will constitute a valid and legally binding obligation of the Holder, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditor’s rights generally and (ii) the effect of rules of law governing the availability of equitable remedies.

(b)Purchase for Own Account. The Warrant and, if applicable, the Warrant Stock will be acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Act, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same.

(c)Accredited Investor Status. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act (an “accredited investor”).

ARTICLE 7No Rights or Liabilities as Stockholder. This Warrant does not by itself entitle the Holder to any voting rights or other rights as a stockholder of the Company. In the absence of affirmative action by the Holder to purchase Warrant Stock by exercise of this Warrant, no provisions of this Warrant, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be a stockholder of the Company for any purpose.

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ARTICLE 8No Impairment. The Company will not, by amendment of its Certificate of Incorporation or bylaws, each as amended to date, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against wrongful impairment. Without limiting the generality of the foregoing, the Company will take all such action as may be necessary or appropriate in order that the Company may duly and validly issue fully paid and nonassessable shares of Warrant Stock upon the exercise of this Warrant.

ARTICLE 9Transfer; Exchange; Replacement. Subject to the transfer conditions referred to in the legend endorsed hereon, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Holder, upon surrender of this Warrant with a properly executed assignment document at the principal office of the Company. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant of like tenor representing in the aggregate the purchase rights hereunder, and each of such new Warrant shall represent such portion of such rights as is designated by the Holder at the time of such surrender. The date the Company initially issues this Warrant shall be deemed to be the “Date of Issuance” hereof regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant shall be issued. All Warrants representing portions of the rights hereunder are referred to herein as the “Warrant.” Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing this Warrant, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Company shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate. The rights and obligations of the Company and the Holder under this Warrant shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.

ARTICLE 10“Market Stand-Off” Agreement. The Holder hereby acknowledges and agrees that the Warrant Stock shall be subject to the restrictions described in Section 2.14 of the Sixth Amended and Restated Investor Rights Agreement dated on or about the date hereof by and among the Company, the Investors and the Key Holders (each as defined therein), as the same may be amended from time to time.

ARTICLE 11Nature of Stock. The shares of Warrant Stock issuable upon exercise of the Warrant are “restricted securities” within the meaning of the Act and are subject to restrictions on transfer. Accordingly, the certificates representing the shares of Warrant Stock will bear a legend evidencing their restricted nature substantially as follows:

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THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

The shares of Warrant Stock reserved pursuant to this Warrant are not, and at the time of exercise of the Warrant will not be, registered under the Act because the sale of the shares thereunder is exempt from registration. To enable the Company to satisfy the requirements of the exemption, the Holder has represented to the Company that it is an “accredited investor” within the meaning of the Act, and that it is acquiring this Warrant for its own account for investment purposes and not with a view toward the public resale or other distribution thereof.

ARTICLE 12Governing Law. This Warrant shall be governed by and construed under the internal laws of the State of Delaware, without reference to principles of conflict of laws or choice of laws.

ARTICLE 13Headings. The headings and captions used in this Warrant are used only for convenience and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections and exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference.

ARTICLE 14Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given (a) when faxed (with transmission acknowledgment received); provided, however, that any faxes sent on a day other than a business day shall be deemed received on the following business day; (b) when delivered personally; (c) five (5) days after being sent by certified or registered mail (return receipt requested); (d) two (2) days after being sent by overnight delivery providing receipt of delivery; or (e) when sent by electronic mail (with receipt acknowledge by electronic mail reply) when addressed to the party to be notified at the address indicated for such party on the signature page hereto, or at such other address as any party or the Company may designate by giving ten (10) days’ prior written notice to all other parties.

ARTICLE 15Amendment; Waiver. This Warrant may only be amended with the prior written consent of the Holder and the Company. No waiver of, or exception to any term, condition or provision of this Warrant, 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.

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ARTICLE 16Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

ARTICLE 17Terms Binding. By acceptance of this Warrant, the Holder accepts and agrees to be bound by all the terms and conditions of this Warrant.

[Remainder of this Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name as of the date first above written.

THE COMPANY:
BIT9, INC.
By:	/s/ Patrick Morley
Name:	Patrick Morley
Title:	President and Chief Executive Officer
Address:
266 Second Ave.
Waltham, MA 02451

THE HOLDER:

SC US GF V HOLDINGS, LTD.

a Cayman Islands exempted company

By: SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.

SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.

both Cayman Islands exempted limited partnerships, its Members

By:SCGF V MANAGEMENT, L.P.,

a Cayman Islands exempted limited partnership, its General Partner

By:SC GF V TT, LTD.,

a Cayman Islands exempted company, its General Partner

By:
/s/ Scott Carter
Name:	Scott Carter
Title:	Director
Address:

[Signature Page to Warrant]

Exhibit 1

FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To:BIT9, INC.

(1)The undersigned Holder hereby elects to purchase              shares of Common Stock of BIT9, INC. (the “Warrant Stock”), pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full.

(2)Net Exercise Election. The undersigned Holder elects to convert the Warrant into shares of Warrant Stock by net exercise election pursuant to Section 2.5 of the Warrant.

[STRIKE PARAGRAPH ABOVE THAT DOES NOT APPLY]

(3)Please issue a certificate or certificates representing such shares of Warrant Stock in the names specified below:

(Name)	(Name)
(Address)	(Address)
(City, State, Zip Code)	(City, State, Zip Code)
(Federal Tax identification Number)	(Federal Tax identification Number)
(Date                    )	(Signature of Holder)

EX-4.6

Exhibit 4.6

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) OF THE SECURITIES OBTAINABLE UPON EXERCISE HEREOF AND THE VOTING OF SUCH SECURITIES ARE RESTRICTED BY THE TERMS OF THE THIRD AMENDED AND RESTATED VOTING AGREEMENT (THE “AGREEMENT”), DATED AS OF MAY 21, 2010, AS MAY BE AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY, THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT. IN ADDITION, THIS WARRANT AND THE SECURITIES OBTAINABLE UPON EXERCISE HEREOF ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS WARRANT.

PREFERRED STOCK PURCHASE WARRANT

Warrant No. B	Number of Shares:
	Series B Preferred Stock

BIT9, INC.

Issued on                

Void after                 

1.             Issuance. This Preferred Stock Purchase Warrant (the “Warrant”) is issued to                                                                                                                      by BIT9, INC., a Delaware corporation (hereinafter with its successors called the “Company”).

2.             Purchase Price; Number of Shares.

The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $         ( the “Purchase Price”),          fully paid and nonassessable shares of the Company’s Series B Preferred Stock (the “Exercise Quantity”), $0.001 par value (the “Preferred Stock”).

Any term not defined herein shall have the meaning as set forth in the Loan Agreement.

Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

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3.             Payment of Purchase Price. The Purchase Price may be paid (i) in cash or by check, (ii) by the surrender by the Holder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Purchase Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, or (iii) by any combination of the foregoing.

4.             Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula:

X= Y(A-B)

A

where:	X =	the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4.
	Y =	the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4.
	A =	the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4.
	B =	the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

“Fair Market Value” of a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, $ 0.001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall mean:

(i)            If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible.

(ii)           If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows:

(a)           If traded on a securities exchange or the Nasdaq National Market, the fair market value of the Common Stock shall be deemed to be the average of the closing or last reported sale prices of the Common Stock on such exchange or market over the five day period ending five trading days prior to the Determination Date, and the fair market value of the Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible;

(b)           If otherwise traded in an over-the-counter market, the fair market value of the Common Stock shall be deemed to be the average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the Determination Date, and the fair market value of the Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and

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(c)           If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Company’s Board of Directors.

5.             Partial Exercise. This Warrant may be exercised in part, and the Holder shall be entitled to receive a new warrant, which shall be dated as of the date of this Warrant, covering the number of shares in respect of which this Warrant shall not have been exercised.

6.             Fractional Shares. In no event shall any fractional share of Preferred Stock be issued upon any exercise of this Warrant. If, upon exercise of this Warrant in its entirety, the Holder would, except as provided in this Section 6, be entitled to receive a fractional share of Preferred Stock, then the Company shall issue cash in an amount equal to the Fair Market Value of such fractional share.

7.             Expiration Date; Automatic Exercise. This Warrant shall expire at the earlier to occur of (i) the close of business on June 1, 2017, or (ii) the effective date of Company’s Public Offering on NASDAQ or other stock exchange in the United States or (iii) upon the consummation of a Merger, and shall be void thereafter (the “Expiration Date”). Notwithstanding the term of this Warrant fixed pursuant to this Section 7, and provided Holder has received advance written notice of at least twenty (20) days and has not earlier exercised this Warrant, and provided this Warrant has not been assumed by the successor entity (or parent thereof), upon the consummation of a Merger (as defined below), this Warrant shall automatically be exercised pursuant to Section 4 hereof, without any action by Holder.

“Merger” means: (i) a sale of all or substantially all of the Company’s assets to an Unaffiliated Entity (as defined below), or (ii) the merger, consolidation or acquisition of the Company with, into or by an Unaffiliated Entity (other than a merger or consolidation for the principal purpose of changing the domicile of the Company or a bona fide round of preferred stock equity financing), that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company. “Unaffiliated Entity” means any entity that is owned or controlled by parties who own less than twenty percent (20%) of the combined voting power of the voting securities of the Company immediately prior to such merger, consolidation or acquisition. Notwithstanding the foregoing, in the event that any outstanding warrants to purchase equity securities of the Company are assumed by the successor entity of a Merger (or parent thereof), this Warrant shall also be similarly assumed. The Company agrees to promptly give the Holder written notice of any proposed Merger and written notice of termination of any proposed Merger. Notwithstanding anything to the contrary in this Warrant, the Holder may rescind any exercise of its purchase rights after a notice of termination of the proposed Merger if the exercise of this Warrant occurred after the Company notified the Holder that the Merger was proposed or if the exercise was otherwise precipitated by such proposed Merger, provided, however that such rescission right must be exercised within thirty (30) days of receipt of such written notice of termination of the proposed Merger. In the event of such rescission, this Warrant will continue to be exercisable on the same terms and conditions.

8.             Reserved Shares; Valid Issuance. The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Preferred Stock and Common Stock free from all preemptive or similar rights therein, as will be sufficient to permit, respectively, the exercise of this Warrant in full and the conversion into shares of Common Stock of all shares of Preferred Stock receivable upon such exercise. The Company further covenants that such shares as may be issued pursuant to such exercise and/or conversion will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

9.             Stock Splits and Dividends. If after the date hereof the Company shall subdivide the Preferred Stock, by split-up or otherwise, or combine the Preferred Stock, or issue additional shares of Preferred Stock in payment of a stock dividend on the Preferred Stock, the number of shares of Preferred Stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of a combination.

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10.          Adjustments for Diluting Issuances. The other antidilution rights applicable to the Preferred Stock of the Company are set forth in the Fourth Amended and Restated Certificate of Incorporation, as amended from time to time (the “Certificate”), a true and complete copy in its current form which is attached hereto as Exhibit A. The Company shall provide the Holder hereof with any restatement, amendment or modification to the Certificate promptly after the same has been made.

11.          Reclassifications. If after the date hereof the Company shall enter into any Reorganization (as hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Preferred Stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder and the provisions relating to the net issue election) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 11, the term “Reorganization” shall include without limitation any reclassification, capital reorganization or change of the Preferred Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 9 hereof), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than (i) a merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding Preferred Stock or (ii) a Merger as provided in Section 7 hereof).

12.          Certificate of Adjustment. Whenever the Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate of the Company’s chief financial officer or treasurer setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

13.          Notices of Record Date, Etc. In the event of:

(a)           any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase, sell or otherwise acquire or dispose of any shares of stock of any class or any other securities or property, or to receive any other right;

(b)           any reclassification of the capital stock of the Company, capital reorganization of the Company, consolidation or merger involving the Company, or sale or conveyance of all or substantially all of its assets; or

(c)           any voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then in each such event the Company will provide or cause to be provided to the Holder a written notice thereof. Such notice shall be provided at least twenty (10) business days prior to the date specified in such notice on which any such action is to be taken.

14.          Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company:

(a)           The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms.

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(b)           The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.

(c)           The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity except as may be required under federal and state securities laws.

(d)           As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are held by                   or any of its affiliates, the Company will provide to                   or such affiliate the financial and other information described in the Loan and Security Agreement No.        dated                      , as amended.

(e)           As of the date hereof, the authorized capital stock of the Company consists of (i)        shares of Common Stock, of which        shares are issued and outstanding and up to         shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii)        shares of Series A Redeemable Preferred Stock, none of which are issued and outstanding, and (iii)        shares of Series B Convertible Preferred Stock, of which        shares are issued and outstanding and up to        shares are reserved for issuance upon exercise of this Warrant. Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

15.          Series B Agreements. The Holder will become a party to the Company’s Third Amended and Restated Voting Agreement, Third Amended and Restated Right of First Refusal and Co-Sale Agreement, and Fourth Amended and Restated Investor Rights Agreement, each dated as of May 21, 2010 (collectively, the “Series B Agreements”) by executing a counterpart signature page thereto on the date hereof, whereupon the Holder shall be an “Investor” for all purposes of the Series B Agreements.

16.          Amendment. The terms of this Warrant may be amended, modified or waived only with the written consent of the Holder and the Company.

17.          Representations and Covenants of the Holder. This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

(a)           Investment Purpose. The right to acquire Preferred Stock or the Preferred Stock issuable upon exercise of the Holder’s rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b)           Accredited Investor. Holder is an “accredited investor” within the meaning of the Rule 501 of Regulation D under the 1933 Act, as presently in effect.

(c)           Private Issue. The Holder understands (i) that the Preferred Stock issuable upon exercise of the Holder’s rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 17.

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(d)           Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment.

18.          Notices, Transfers, Etc.

(a)           Any notice or written communication required or permitted to be given to the Holder may be given by certified mail or delivered to the Holder at the address most recently provided by the Holder to the Company.

(b)           Subject to compliance with applicable federal and state securities laws, this Warrant may not be transferred by the Holder with respect to any or all of the shares purchasable hereunder unless (i) they are registered under the 1933 Act, or (ii) the Holder provides the Company with an opinion of counsel that the sale or transfer is exempt from the requirements of the 1933 Act, or (iii) permitted pursuant to the Series B Agreements. Subject to the foregoing, upon surrender of this Warrant to the Company, together with the assignment notice annexed hereto duly executed for transfer of this Warrant (i) as an entirety by the Holder, the Company shall issue a new warrant of the same denomination to the assignee, or (ii) with respect to a portion of the shares of Preferred Stock purchasable hereunder, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred.

(c)           In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder and appropriate indemnification agreement in favor of the Company.

19.          No Impairment. The Company will not, by amendment of its Articles or through any reclassification, capital reorganization, consolidation, merger, sale or conveyance of assets, dissolution, liquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance of performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder.

20.          Governing Law. The provisions and terms of this Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to its principles regarding conflicts of laws.

21.          Successors and Assigns. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Holder’s successors, legal representatives and permitted assigns.

22.          Business Days. If the last or appointed day for the taking of any action required or the expiration of any rights granted herein shall be a Saturday or Sunday or a legal holiday in Delaware, then such action may be taken or right may be exercised on the next succeeding day which is not a Saturday or Sunday or such a legal holiday.

23.          Qualifying Public Offering. If the Company shall effect a firm commitment underwritten public offering of shares of Common Stock which results in the conversion of the Preferred Stock into Common Stock pursuant to the Company’s Certificate in effect immediately prior to such offering, then, effective upon such conversion, this Warrant shall change from the right to purchase shares of Preferred Stock to the right to purchase shares of Common Stock, and the Holder shall thereupon have the right to purchase, at a total price equal to that payable upon the exercise of this Warrant in full, the number of shares of Common Stock which would have been receivable by the Holder upon the exercise of this Warrant for shares of Preferred Stock immediately prior to such conversion of such shares of Preferred Stock into shares of Common Stock, and in such event appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including, without limitation, the provisions for the adjustment of the Purchase Price and of the number of shares purchasable

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upon exercise of this Warrant and the provisions relating to the net issue election) shall thereafter be applicable to any shares of Common Stock deliverable upon the exercise hereof.

24.          Restrictive Legends. Each certificate representing shares of the Company’s capital stock received by the Holder upon exercise of this Warrant shall bear a legend substantially in the following form, in addition to the legends required pursuant to the Series B Agreements.

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”

The foregoing legend shall be removed from the certificate(s) at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act.

25.          Agreement in Connection with Public Offering. The Holder agrees, in connection with Public Offering, (i) not to sell, make short sale of, loan, grant, any options for the purchase of, or otherwise dispose of any shares held by the Holder (other than any shares included in the offering) without the prior written consent of the Company of the underwriters managing such Public Offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering and shall only be applicable to Holder if all founders, officers, directors and greater than 2% of stockholders of the Company enter into similar agreements.

26.          Value. The Company and the Holder agree that the value of this Warrant on the date of grant is     .

Bit9, Inc.

By:

Name:

Title:

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Subscription

To:                 

Date:                

The undersigned hereby subscribes for                     shares of Preferred Stock covered by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below:

Signature

Name for Registration

Mailing Address

1

Net Issue Election Notice

To: Date:

The undersigned hereby elects under Section 4 to surrender the right to purchase shares of Preferred Stock pursuant to this Warrant. The certificate(s) for such shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below:

Signature

Name for Registration

Mailing Address

1

Assignment

For value received                     hereby sells, assigns and transfers unto

[Please print or typewrite name and address of Assignee]

the within Warrant, and does hereby irrevocably constitute and appoint                            its attorney to transfer the within Warrant on the books of the within named Company with full power of substitution on the premises.

Dated:

Signature

Name for Registration

In the Presence of:

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EX-10.1

Exhibit 10.1

BAY COLONY CORPORATE CENTER

1100 WINTER STREET

WALTHAM, MASSACHUSETTS

Lease Dated December 9th, 2014

(“Execution Date”)

THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 1100 Winter Street, Waltham, Massachusetts 02451.

The parties to this Indenture of Lease hereby agree with each other as follows:

ARTICLE I
REFERENCE DATA

1.1Subjects Referred To.

Each reference in this Lease to any of the following subjects shall be construed to incorporate the data stated for that subject in this Article:

Landlord:	BP BAY COLONY LLC, a Delaware limited liability company
Landlord’s Original Address:	c/o Boston Properties Limited Partnership Prudential Center 800 Boylston Street, Suite 1900 Boston, Massachusetts 02199-8103
Landlord’s Construction Representative:	Ben Myers
Tenant:	Bit9, Inc., a Delaware corporation
Tenant’s Original Address:	266 Second Avenue, 2nd Floor Waltham, Massachusetts 02451
Tenant’s Email Address for Information Regarding Billings and Statements:	ap@bit9.com
Tenant’s Construction Representative:	Dawn Borden
Delivery Date:	The date Landlord delivers the Premises to Tenant broom clean and free of tenants or other occupants. The estimated Delivery Date is the Execution Date.
Commencement Date:	The earlier of: (x) the date Tenant opens for business for

	the Permitted Use in the whole or any part of the Premises, or (y) six (6) months after the Delivery Date.
Pre-Term Build-Out Period:	The period commencing as of the Delivery Date and expiring as of the day immediately preceding the Commencement Date.
Term:	Eighty-four (84) calendar months (plus the partial month, if any) immediately following the Commencement Date) (sometimes called the “Original Term”), unless extended or sooner terminated as provided in this Lease.
Extension Option:	One (1) period of five (5) years as provided in and on the terms set forth in Section 9.24 hereof.
The Site:	That certain parcel of land known as and numbered 1100 Winter Street, Waltham, Middlesex County, Massachusetts.
The Building:	The Building known as and numbered 1100 Winter Street, Waltham, Massachusetts.
The Property:	The Building together with all common areas, parking areas, decks and structures and the Site.
Office Park:	That certain office park known as Bay Colony Corporate Center, containing the Building and the additional buildings known as and numbered 950, 1000 and 1050 Winter Street, Waltham, Massachusetts, located on the property more particularly described in Exhibit A attached hereto.
Tenant’s Premises:	The entire fourth (4th) floor on the South Wing of the Building, consisting of 41,989 rentable square feet (“Fourth Floor Premises”) and a portion of the third (3rd) floor of the North Wing of the Building, consisting of 19,501 rentable square feet (“Third Floor Premises”), each as further depicted on the floor plans annexed hereto as Exhibit D, Sheets 1 and 2, incorporated herein by reference.
Number of Parking Spaces:	3.0 spaces per 1,000 square feet of the Rentable Floor Area of the Premises within the parking area serving the Building shown on Exhibit G. Initially, there shall be one hundred eighty four (184) parking spaces available for Tenant’s use.

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Annual Fixed Rent: (a) During the Original Term at the rates set forth in the table below. (b) During the extension option period (if exercised), as determined pursuant to Section 9.24.

Months	Annual Fixed Rent			Monthly Payment		PSF
Months 1-9:	$	1,574,587.50	*	$	131,215.62	$	37.50
Months 10-84:	$	2,305,875.00	**	$	192,156.25	$	37.50

*During Months 1-9, Tenant shall pay Annual Fixed Rent based on the 41,989 rentable square feet comprising the Fourth Floor Premises only and Tenant shall not be responsible for the payment of any fixed Rent attributable to the Third Floor Premises during such period (provided, however, that Tenant shall also pay rent for any Expansion Premises if Tenant duly exercises any of its rights under the provisions of Sections 9.25, 9.26 or 9.27 hereof, and if, pursuant to such provisions, rent for the Expansion Premises becomes due and payable during such time).  During Months 1-9, however, Tenant shall pay electricity based on 61,490 rentable square feet (provided, however, that Tenant shall also pay for electricity for any Expansion Premises if Tenant duly exercises any of its rights under the provisions of Sections 9.25, 9.26 or 9.27 hereof, and if, pursuant to such provisions, such payments for the Expansion Premises become due and payable during such time).

**During Months 10-84, Tenant shall pay Annual Fixed Rent for the Premises based on 61,490 rentable square feet (provided, however, that Tenant shall also pay rent for any Expansion Premises if Tenant duly exercises any of its rights under the provisions of Sections 9.25, 9.26 or 9.27 hereof, and if, pursuant to such provisions, rent for the Expansion Premises becomes due and payable during such time).

Base Operating Expenses:	Landlord’s Operating Expenses (as hereinafter defined in Section 2.6) for calendar year 2015 (“Base Operating Year”), being January 1, 2015 through December 31, 2015.
Base Taxes:	Landlord’s Tax Expenses (as hereinafter defined in Section 2.7) for fiscal tax year 2016, being July 1, 2015 through June 30, 2016.
Tenant Electricity:	As provided in Section 2.8 and Exhibit H.
Additional Rent:	All charges and other sums payable by Tenant as set forth in this Lease other than Annual Fixed Rent.
Rentable Floor Area of the Premises:	61,490 square feet.
Total Rentable Floor Area of the Building:	281,380 square feet.

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Permitted Use:	General office purposes and any ancillary uses related thereto.
Broker:	Tenant’s Broker: Cushman & Wakefield of Massachusetts, Inc.
Security Deposit:	$1,152,937.50, subject to reduction in accordance with Section 9.29 hereof
Guarantor:	None

1.2        Exhibits.

There are incorporated as part of this Lease:

Exhibit A	—	Description of Office Park
Exhibit B-1	—	Work Agreement
Exhibit B-2	—	Tenant Plan and Working Drawing Requirements
Exhibit B-3	—	Approved Contractors for Tenant’s Work
Exhibit C	—	Landlord’s Services
Exhibit D	—	Sheet 1, Floor Plan of Fourth Floor Premises and Sheet 2, Floor Plan of Third Floor Premises
Exhibit E	—	Declaration Affixing the Commencement Date of Lease
Exhibit F	—	Form of Lien Waivers
Exhibit G	—	Plan of Parking Area
Exhibit H	—	Memorandum Re: Procedure for Allocation of Electricity Costs
Exhibit I	—	Form of Certificate of Insurance
Exhibit J	—	List of Mortgages
Exhibit K	—	Broker Determination
Exhibit L	—	Floor Plan of First Expansion Space, Second Expansion Space and Third Expansion Space
Exhibit M	—	Form of Letter of Credit

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1.3 Table of Articles and Sections.

Article I Reference Data		1
1.1	Subjects Referred To	1
1.2	Exhibits	4
1.3	Table of Articles and Sections	5
Article II Building, Premises, Term and Rent		7
2.1	The Premises	7
2.2	Rights to Use Common Facilities	7
2.3	Landlord’s Reservations	9
2.4	Habendum	9
2.5	Fixed Rent Payments	9
2.6	Operating Expenses	10
2.7	Real Estate Taxes	18
2.8	Tenant Electricity	20
Article III Condition of Premises; Alterations		20
3.1	Preparation of Premises	20
Article IV Landlord’s Covenants; Interruptions and Delays		20
4.1	Landlord Covenants	20
4.2	Interruptions and Delays in Services and Repairs, Etc.	22
4.3	Access	23
4.4	Security Access System	23
4.5	Hazardous Materials	23
4.6	Code Compliance	24
Article V Tenant’s Covenants		24
5.1	Payments	24
5.2	Repair and Yield Up	24
5.3	Use	25
5.4	Obstructions; Items Visible From Exterior; Rules and Regulations	25
5.5	Safety Appliances	26
5.6	Assignment; Sublease	26
5.7	Right of Entry	31
5.8	Floor Load; Prevention of Vibration and Noise	32
5.9	Personal Property Taxes	32
5.10	Compliance with Laws	32
5.11	Payment of Litigation Expenses	33
5.12	Alterations	33
5.13	Vendors	36
5.14	OFAC	36
Article VI Casualty and Taking		36
6.1	Damage Resulting from Casualty	36
6.2	Uninsured Casualty	39
6.3	Rights of Termination for Taking	39
6.4	Award	40
Article VII Default		41
7.1	Tenant’s Default	41
7.2	Landlord’s Default	44

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Article VIII Insurance and Indemnity		45
8.1	Indemnity	45
8.2	Tenant’s Risk	46
8.3	Tenant’s Commercial General Liability Insurance	47
8.4	Tenant’s Property Insurance	47
8.5	Tenant’s Other Insurance	48
8.6	Requirements for Tenant’s Insurance	48
8.7	Additional Insureds	49
8.8	Certificates of Insurance	49
8.9	Subtenants and Other Occupants	50
8.10	No Violation of Building Policies	50
8.11	Tenant to Pay Premium Increases	50
8.12	Landlord’s Insurance and Indemnity	50
8.13	Waiver of Subrogation	52
8.14	Tenant’s Work	52
Article IX Miscellaneous Provisions		53
9.1	Waiver	53
9.2	Cumulative Remedies	53
9.3	Quiet Enjoyment	53
9.4	Notice to Mortgagee and Ground Lessor	55
9.5	Assignment of Rents	55
9.6	Surrender	56
9.7	Brokerage	56
9.8	Invalidity of Particular Provisions	56
9.9	Provisions Binding, Etc.	56
9.10	Recording; Confidentiality	57
9.11	Notices	57
9.12	When Lease Becomes Binding and Authority	58
9.13	Section Headings	58
9.14	Rights of Mortgagee	58
9.15	Status Reports and Financial Statements	59
9.16	Self-Help	60
9.17	Holding Over	60
9.18	Late Payment	61
9.19	Tenant’s Payments	61
9.20	Waiver of Trial By Jury	62
9.21	Governing Law	62
9.22	Light and Air	62
9.23	Name of Building	62
9.24	Extension Option	62
9.25	Right of First Refusal for First Expansion Space	64
9.26	Rights of First Refusal and First Offer for Second Expansion Space	66
9.27	Rights of First Refusal and First Offer for Third Expansion Space	69
9.28	Certain Expansion Space Lease Terms	71
9.29	Security Deposit	74
9.30	Cafeteria	77

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9.31 Electronic Signatures 77

ARTICLE II
BUILDING, PREMISES, TERM AND RENT

2.1The Premises.

Landlord hereby demises and leases to Tenant, and Tenant hereby leases from Landlord, Tenant’s Premises in the Building excluding exterior faces and all portions of exterior walls beyond the interior sheetrock, the common stairways and stairwells, elevators and elevator wells, fan rooms, electric and telephone closets, janitor closets, freight elevator vestibules, and pipes, ducts, conduits, wires and appurtenant fixtures serving exclusively or in common other parts of the Building and if Tenant’s Premises includes less than the entire rentable area of any floor, excluding the common corridors, elevator lobbies and toilets located on such floor. Tenant’s Premises with such exclusions is hereinafter referred to as the “Premises.”

2.2Rights to Use Common Facilities.

Subject to Landlord’s right to change or alter any of the following in Landlord’s reasonable discretion as herein provided, Tenant shall have, as appurtenant to the Premises, the non- exclusive right to use in common with others, subject to reasonable rules of general applicability to tenants of the Building from time to time made by Landlord of which Tenant is given prior written notice (a) the common lobbies, corridors, stairways, elevators and loading platform of the Building, and the pipes, ducts, conduits, wires and appurtenant meters and equipment serving the Premises in common with others, (b) common walkways, parking areas and driveways necessary for access to the Building, and (c) if the Premises include less than the entire rentable area of any floor, the common toilets, corridors and elevator lobby of such floor. Notwithstanding anything to the contrary herein, except as hereinafter set forth: (i) Landlord has no obligation to allow any particular telecommunication service provider to have access to the Building or to the Premises except as may be required by applicable law, and (ii) if Landlord permits such access, Landlord may condition such access upon the payment to Landlord by the service provider of fees assessed by Landlord in its reasonable discretion.  Landlord hereby consents to the current telecommunications providers for the Building, i.e., Verizon and Comcast, to act as Tenant’s telecommunications provider.

2.2.1Tenant’s Parking.

In addition, Tenant shall have the right to use in the parking area, at no additional charge (except that the costs of maintaining and insuring the parking area will be included in Landlord’s Operating Expenses and real estate taxes and other taxes relating to the parking area which area included within the definition of Landlord’s Tax Expenses shall be included in Landlord’s Tax Expenses), the Number of Parking Spaces (referred to in Section 1.1) for the parking of automobiles, in common with use by other tenants from time to time of the Property, provided, however, that, except as otherwise specifically herein set forth, Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant’s use.  In the event that the Rentable Floor Area of the Premises increases or decreases at any time during the Lease Term,

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the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately. Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable written rules and regulations promulgated by Landlord of which Tenant has notice with respect to the use of the parking areas on the Property. The parking privileges granted herein are non-transferable except to a permitted assignee or subtenant as provided in Section 5.6. Further, except (subject to Section 8.13) for matters arising from the negligent or wrongful act or omission of Landlord or its agents, employees or contractors, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Property or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

2.2.2Rooftop Installations.

Notwithstanding anything contained in this Lease to the contrary, Tenant shall be permitted to install one (1) antenna and other telecommunications equipment on the rooftop of the Building and to run a cable from the roof of the Building to the Premises through a common conduit (no wires being permitted to be run across the roof) (collectively, “Telecom Equipment”) only:  (i) with Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) if Tenant has obtained all necessary permits and approvals required therefor, (iii) for the purpose of Tenant’s conduct of the Permitted Use within the Premises, (iv) if such installation and the operation thereof does not cause any measurable and material interference with any existing communication equipment on the Building, (v) if such installation does not materially adversely affect the structural elements of the Building as determined by Landlord in its reasonable discretion and (vi) if such installation does not materially adversely affect the visual aesthetic of the Building as determined by Landlord in its sole but good faith discretion. In addition, Landlord shall have the option upon written notice to Tenant to relocate the Telecom Equipment to other areas on the rooftop of the Building at Landlord’s sole cost and expense and so long as such relocation does not materially adversely affect Tenant’s use of the Premises or the operation of Telecom Equipment.  Upon the expiration or earlier termination of the Lease Term, at Landlord’s written request which must be given at the time Landlord consents to the installation of such Telecom Equipment, Tenant shall remove the Telecom Equipment and repair any damage to the roof caused by any such installation or removal.  The indemnification provisions of Article VIII of this Lease shall be deemed to include any claims, liabilities, damages and expenses, including reasonable attorney’s fees, relating to, or claimed to relate to, the installation, maintenance, operation or use of the Telecom Equipment installed by or for Tenant.  Tenant shall have no right to license, sublease, assign or otherwise transfer its rights to install and use Telecom Equipment on the Building and/or the Site (other than to an assignee or subtenant permitted under Section 5.6.1 below). Landlord hereby reserves the right (at its sole discretion) to install and to permit others to install, use and maintain telecommunications equipment, antennas and similar installations on the rooftop of the Building and elsewhere on the Site provided that such other installations do not materially interfere with Tenant’s use and operation of Tenant’s Telecom Equipment.

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2.3Landlord’s Reservations.

Landlord reserves the right from time to time, without unreasonable interference with Tenant’s use and occupancy of or access to the Premises: (a) to install, use, maintain, repair, replace and relocate for service to the Premises and other parts of the Building, or either, pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the Premises or Building, (b) to perform, or cause to be performed, construction in the common areas and facilities or other leased areas on the Property or in the Office Park and (c) to reduce, increase, enclose or otherwise change at any time and from time to time the size, number, location, lay-out and nature of the common areas and facilities and other tenancies and premises on the Property or in the Office Park, to create additional rentable areas through use or enclosure of common areas, and to dedicate roads within the Office Park for public use. Installations, replacements and relocations referred to in clause (a) above shall be located so far as practicable in the central core area of the Building, above ceiling surfaces, below floor surfaces or within perimeter walls of the Premises and Landlord shall repair any damage caused thereby.  Any installations, replacements and relocations not so relocated will be boxed and decorated in a manner which is consistent with the adjacent areas.

2.4Habendum.

2.4.1Pre-Term Build-Out Period.

The parties hereby agree that, during the Pre-Term Build-Out Period, Tenant shall have the right of access to the Premises for the purposes of performing Tenant’s Work.  All of the terms and conditions of the Lease shall be applicable during the Pre-Term Build-Out Period, except that: (i) Tenant shall have no obligation to pay any Annual Fixed Rent, Operating Expenses Allocable to the Premises, or Landlord’s Tax Allocable to the Premises with respect to the Pre-Term Build-Out Period, and (ii) Tenant shall have no right to extend the term of the Pre-Term Build-Out Period (i.e., Section 9.24 of the Lease shall have no applicability to the Pre-Term Build-Out Period).

2.4.2Term.

Tenant shall have and hold the Premises for a period commencing on the Commencement Date and continuing for the Term unless sooner terminated as provided in Article VI or Article VII or unless extended as provided in Section 9.24.

As soon as may be convenient after the Commencement Date has been determined, Landlord and Tenant agree to join with each other in the execution of a written Declaration Affixing the Commencement Date of Lease, in the form of Exhibit E, in which the Commencement Date and the Term of this Lease shall be stated. If Tenant fails to execute such Declaration Affixing the Commencement Date of Lease, the Commencement Date and Lease Term shall be as reasonably determined by Landlord in accordance with the terms of this Lease.

2.5Fixed Rent Payments.

Tenant agrees to pay to Landlord, (1) (a) on the Commencement Date (defined in Section 1.1 hereof) and thereafter monthly, in advance, on the first day of each and every calendar month

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during the Original Term, a sum equal to one twelfth (1/12th) of the Annual Fixed Rent (sometimes hereinafter referred to as “fixed rent”) and (b) on the Commencement Date and thereafter monthly, in advance, on the first day of each and every calendar month during the Original Term, an amount reasonably estimated by Landlord from time to time to cover Tenant’s monthly payments for electricity under Section 2.8 and (2) on the first day of each and every calendar month during each extension option period (if exercised), a sum equal to (a) one twelfth (1/12th) of the Annual Fixed Rent as determined in Section 9.24 for the extension option period plus (b) then applicable monthly electricity charges under Section 2.8.  Until notice of some other designation is given, fixed rent and all other charges for which provision is herein made shall be paid by remittance to or for the order of Landlord either (i) by mail to P.O. Box 3557, Boston, Massachusetts 02241-3557, (ii) by wire transfer to Bank of America in Dallas, Texas, Bank Routing Number 0260-0959-3 or (iii) by ACH transfer to Bank of America in Dallas, Texas, Bank Routing Number 111 000 012, and in the case of (ii) or (iii) referencing Account Number 3756454460, Account Name of Boston Properties, LP, Tenant’s name and the Property address. All remittances received by Boston Properties Limited Partnership as aforesaid, or by any subsequently designated recipient, shall be treated as payment to Landlord.

Annual Fixed Rent for any partial month shall be paid by Tenant to Landlord at such rate then in effect on a pro rata basis, and, if the Commencement Date is a day other than the first day of a calendar month, the first payment of Annual Fixed Rent which Tenant shall make to Landlord shall be a payment equal to a proportionate part of such monthly Annual Fixed Rent for the partial month from the Commencement Date to the first day of the succeeding calendar month.

Additional Rent payable by Tenant on a monthly basis, as hereinafter provided, likewise shall be prorated, and the first payment on account thereof shall be determined in similar fashion but shall commence on the Commencement Date (excluding Additional Rent under Section 2.6, which shall commence January 1, 2016, and Section 2.7, which shall commence July 1, 2016); and other provisions of this Lease calling for monthly payments shall be read as incorporating this undertaking by Tenant.

Notwithstanding that the payment of Annual Fixed Rent payable by Tenant to Landlord shall not commence until the Commencement Date, Tenant shall be subject to, and shall comply with, all other provisions of this Lease as and at the times provided in this Lease.

The Annual Fixed Rent and all other charges for which provision is herein made shall be paid by Tenant to Landlord, without offset, deduction or abatement except as otherwise specifically set forth in this Lease.

2.6Operating Expenses.

“Landlord’s Operating Expenses” means the actual cost of operation of the Building and the Site (including, without limitation, costs associated with the operation of other portions of the Office Park, to the extent allocable to the Property), which shall exclude costs of special services rendered to tenants (including Tenant) for which a separate charge is made, but shall include, without limitation, the following (subject to the exclusions hereinafter set forth in this Section 2.6): premiums for insurance carried with respect to the Building and the Site (including, without

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limitation, liability insurance, insurance against loss in case of fire or casualty and insurance of monthly installments of fixed rent and any Additional Rent which may be due under this Lease and other leases of space in the Building for not more than twelve (12) months in the case of both fixed rent and Additional Rent and if there be any first mortgage of the Property, including such insurance as may be required by the holder of such first mortgage); compensation and all fringe benefits, worker’s compensation insurance premiums and payroll taxes paid to, for or with respect to all persons engaged in the operating, maintaining or cleaning of the Building or Site; water, sewer, electric, gas, oil and telephone charges associated with the common areas of the Building and the Site (excluding utility charges separately chargeable to tenants); cost of building and cleaning supplies and equipment; cost of maintenance, cleaning and repairs (other than repairs not properly chargeable against income or reimbursed from contractors under guarantees); cost of snow removal and care of landscaping; cost of operating, maintaining and cleaning the cafeteria, fitness center and any shared conference facilities serving the Building; all costs of applying and reporting for the Building or any part thereof to seek or maintain certification under the U.S. EPA’s Energy Star® rating system, the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) rating system or a similar system or standard; payments under service contracts with independent contractors; management fees (“Management Fees”) at reasonable rates for self managed buildings consistent with the type of occupancy and the service rendered which in no event shall exceed three percent (3%) of “Gross Rents for the Building” as hereinafter defined; costs of maintaining a regional property management office in connection with the operation, management and maintenance of the Building (prorated for all properties served by such office); Landlord’s contribution with respect to the Building to the cost of transportation between the Building and the Alewife train station as part of the 128 Business Council Shuttle program; and all other reasonable and necessary expenses paid in connection with the operation, cleaning and maintenance of the Building and the Site and properly chargeable against income. As used herein, the term “Gross Rents for the Building” shall mean all annual fixed rent and (a) Landlord’s Operating Expenses for the Building collected from tenants or other occupants other than as part of annual fixed rent, with the exception of the aforesaid management fees, (b) Landlord’s Tax Expenses for the Building for the relevant calendar year, and (c) Tenant Electricity.  Landlord’s Operating Expenses shall include depreciation for capital expenditures made by Landlord during the Lease Term (i) to reduce Landlord’s Operating Expenses if Landlord shall have reasonably determined that the annual reduction in Landlord’s Operating Expenses shall exceed depreciation therefor or (ii) to comply with applicable laws, rules, regulations, requirements, statutes, ordinances, by-laws and court decisions of all public authorities enacted after the date of this Lease (the capital expenditures described in subsections (i) and (ii) being hereinafter referred to as “Permitted Capital Expenditures”), plus in the case of both (i) and (ii) an interest factor, reasonably determined by Landlord, as being the interest rate then charged for long term mortgages by institutional lenders on like properties within the locality in which the Building is located, and depreciation in the case of both (i) and (ii) shall be determined by dividing the original cost of such capital expenditure by the number of years of useful life of the capital item acquired and the useful life shall be reasonably determined by Landlord in accordance with generally accepted accounting principles and practices in effect at the time of acquisition of the capital item; provided, however, if Landlord reasonably concludes on the basis of engineering estimates that a particular capital expenditure will effect savings in other Landlord’s Operating Expenses, including, without limitation, energy related costs, and that such projected savings will, on an

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annual basis (“Projected Annual Savings”), exceed the annual depreciation therefor, then and in such event the amount of depreciation for such capital expenditure shall be increased to an amount equal to the Projected Annual Savings; and in such circumstance, the increased depreciation (in the amount of the Projected Annual Savings) shall be made for such period of time as it would take to fully amortize the cost of the item in question, together with interest thereon at the interest rate as aforesaid in equal monthly payments, each in the amount of 1/12th of the Projected Annual Savings, with such payment to be applied first to interest and the balance to principal.

Notwithstanding the foregoing provisions, the following shall be excluded from Landlord’s Operating Expenses:

(a)All capital expenditures and depreciation and interest and amortization thereon, except Permitted Capital Expenditures first incurred by Landlord on or after the Commencement Date;

(b)Lease payments for rental equipment that would constitute a capital expenditure if such equipment were purchased to the extent that such lease payments exceed the amount which otherwise would have been includible in Landlord’s Operating Expenses had such equipment been purchased instead of leased;

(c)Interest on indebtedness, debt amortization, fixed and percentage ground rent, and refinancing costs (including points, fees, interest and principal) for any mortgage or ground lease of the Building, and amortization of debts and costs of providing the same, provided that the foregoing shall not affect the inclusion of costs on account of Permitted Capital Expenditures in accordance with the provisions of this Section 2.6;

(d)Legal, auditing, consulting, architectural, engineering and professional fees and other costs (other than those legal, auditing, consulting and professional fees and other costs incurred in connection with the normal and routine maintenance and operation of the Office Park), including, without limitation, those: (i) paid or incurred in connection with financings, refinancings or sales of any Landlord’s interest in the Office/Park), (ii) relating to any special reporting required by securities laws or (iii) relating to disputes with tenants;

(e)Costs and expenses incurred for the administration of the entity which constitutes Landlord or any of its agents or affiliates, as the same are distinguished from the costs of operation, management, maintenance and repair of the Property, including, without limitation, entity accounting and legal matters;

(f)Any increase in the cost of Landlord’s insurance caused by a specific use of another tenant;

(g)The cost of any item or service to the extent reimbursed or reimbursable to Landlord by insurance required to be maintained under the Lease, by any tenant, or by any third party;

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(h)The cost of repairs or replacements incurred by reason of fire or other casualty or condemnation, except to the extent such costs are included in the deductible on any insurance maintained by Landlord which provides a recovery for such repair or replacement;

(i)Any advertising, promotional or marketing expenses for the Building;

(j)The cost of any service or materials provided by any party related to Landlord (other than the Management Fees), to the extent that such costs exceed the then existing market rate for such services or materials from unrelated entities;

(k)Reserves of any kind, including, without limitation, replacement or contingency reserves or any bad debt loss, rent loss or reserves for bad debts or rent loss;

(l)Penalties, damages, and interest for late payment or violations of any obligations of Landlord, including, without limitation, taxes, insurance, equipment leases and other past due amounts;

(m)Contributions to charitable or political organizations;

(n)The cost of testing, remediation or removal of “Hazardous Materials” (as defined in Section 5.3) in the Building or on the Site required by “Hazardous Materials Laws” (as defined in Section 5.3) and the cost of defending against claims in regard to the existence or release of Hazardous Materials at the Building or the property, provided however, that with respect to the testing, remediation or removal of any material or substance which, as of the Execution Date was not considered, as a matter of law, to be a Hazardous Material, but which is subsequently determined to be a Hazardous Material as a matter of law, the costs thereof shall be included in Landlord’s Operating Expenses;

(o)Wages, salaries, or other compensation (including, without limitation, fringe benefits) paid to any executive or other employees above the grade of Regional Property Manager (the parties hereby agreeing that, so long as the Property is owned by an entity which is affiliated with Boston Properties Limited Partnership, the compensation payable to the Regional Property Manager shall be allocated to the Property based upon the ratio of the rentable area of the Building to the aggregate total of rentable area of the other buildings for which the Regional Property Manager is responsible, from time to time);

(p)Leasing fees or commissions, advertising and promotional expenses, legal fees, the cost of tenant improvements, build out allowances, moving expenses, assumption of rent under existing leases and other concessions incurred in connection with leasing or selling space in the Building;

(q)Attorneys’ fees, costs and disbursements, damages, penalties and other expenses incurred in connection with negotiations and enforcing leases with tenants in the Building or disputes with tenants, other occupants, or prospective tenants or occupants of the Building;

(r)Any fines or penalties incurred due to (i) violations by Landlord of any law or other governmental rule or regulation, (ii) the violation or breach of any lease of space in

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the Building by Landlord, (iii) the negligence or willful misconduct of the Landlord or its agents, contractors, or employees, or (iv) any other breach of contract by Landlord;

(s)All costs of purchasing or leasing and installing sculptures, paintings or other works or objects of art;

(t)Fixed and percentage rental on ground leases or other underlying leases and the costs of providing the same;

(u)Cost of any HVAC, janitorial or other services provided to other tenants on an extra cost basis after regular business hours;

(v)Cost of any work or service performed on an extra cost basis for any tenant in the Building or the Site to a materially greater extent or in a materially more favorable manner than furnished generally to the tenants and other occupants;

(w)Landlord’s Tax Expenses or taxes on Landlord’s business (such as income, excess profits, franchise, capital stock, estate, inheritance, etc.);

(x)Costs of repairs, restoration or replacements incurred by reason of Casualty or Taking, except to the extent that such costs are included within the deductible carried by Landlord under its property insurance policy pursuant to Section 8.12;

(y)Costs of mitigation or impact fees or subsidies (however characterized), imposed or incurred solely as a result of another tenant’s or tenants’ use of the Site or their respective premises;

(z)Costs of repairs, replacements, alterations or improvements necessary to make the Building comply with applicable law in effect as of the date of this Lease;

(aa)All costs and expenses of any special events (e.g., receptions or concerts) not serving the Building in general; provided, however, that Tenant shall pay the entire costs and expenses of any special events run by Tenant.

To the extent that Landlord owns other buildings in the Office Park, Landlord’s Operating Expenses that relate to the common areas of the Office Park (and not exclusively to the Building or exclusively to any other buildings within the Office Park) shall be reasonably allocated by Landlord among all such buildings in the Office Park.

“Operating Expenses Allocable to the Premises” shall mean the same proportion of Landlord’s Operating Expenses for and pertaining to the Building and the Site as the Rentable Floor Area of the Premises bears to 95% of the Total Rentable Floor Area of the Building.

“Base Operating Expenses” is hereinbefore defined in Section 1.1. and Base Operating Expenses shall not include (i) temporary market-wide cost increases due to extraordinary circumstances, including but not limited to Force Majeure (as defined in Section 6.1.7), conservation surcharges, security concerns, boycotts, strikes, embargoes or shortages and (ii) the

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costs of any Permitted Capital Expenditures other than Permitted Capital Expenditures which are incurred by Landlord and allocated in the Base Operating Year.

“Base Operating Expenses Allocable to the Premises” means the same proportion of Base Operating Expenses for and pertaining to the Building and the Site as the Rentable Floor Area of the Premises bears to 95% of the Total Rentable Floor Area of the Building.

If with respect to any calendar year falling within the Term, or fraction of a calendar year falling within the Term at the beginning or end thereof, the Operating Expenses Allocable to the Premises for a full calendar year exceed Base Operating Expenses Allocable to the Premises, or for any such fraction of a calendar year exceed the corresponding fraction of Base Operating Expenses Allocable to the Premises, then Tenant shall pay to Landlord, as Additional Rent, the amount of such excess. Such payments shall be made at the times and in the manner hereinafter provided in this Section 2.6.

Not later than one hundred and twenty (120) days after the end of the first calendar year or fraction thereof ending December 31 and of each succeeding calendar year during the Term or fraction thereof at the end of the Term, Landlord shall render Tenant a statement in reasonable detail and according to usual accounting practices certified by a representative of Landlord, showing for the preceding calendar year or fraction thereof, as the case may be, Landlord’s Operating Expenses and Operating Expenses Allocable to the Premises (the “Annual Statement”).  The Annual Statement to be rendered to Tenant shall also show for the preceding year or fraction thereof as the case may be the amounts of operating expenses already paid by Tenant as Additional Rent, and the amount of operating expenses remaining due from, or overpaid by, Tenant for the year or other period covered by such statement. Within thirty (30) days after the date of delivery of such statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.6 with respect to the preceding year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the above provisions of this Section 2.6 against (i) monthly installments of fixed rent next thereafter coming due or (ii) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the overpayment as aforesaid if the Term has ended, net of any amounts then due from Tenant to Landlord).

In addition, Tenant shall make payments monthly on account of Tenant’s share of increases in Landlord’s Operating Expenses anticipated for the then current year at the time and in the fashion herein provided for the payment of fixed rent. The amount to be paid to Landlord shall be an amount reasonably estimated annually by Landlord to be sufficient to cover, in the aggregate, a sum equal to Tenant’s share of such increases in operating expenses for each calendar year during the Term.

Notwithstanding the foregoing, in determining the amount of Landlord’s Operating Expenses for any calendar year or portion thereof falling within the Lease Term (including the Base Operating Year), if less than ninety-five percent (95%) of the Total Rentable Floor Area of the Building shall have been occupied by tenants at any time during the period in question, then those components of Landlord’s Operating Expenses that vary based on occupancy for such period shall be reasonably and equitably adjusted to equal the amount such components of

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Landlord’s Operating Expenses would have been for such period had occupancy been ninety-five percent (95%) of the Total Rentable Area of the Building throughout such period.

Notwithstanding the foregoing, for purposes of computing Tenant’s share of increases in Landlord’s Operating Expenses, the Controllable Operating Expenses (hereinafter defined) shall not increase by more than 5% per calendar year on a compounding and cumulative basis over the course of the Term.  In other words, Controllable Operating Expenses for the first calendar year after the Base Operating Year shall not exceed 105% of the Controllable Operating Expenses for the Base Operating Year.  Controllable Operating Expenses for the second calendar year after the Base Operating Year shall not exceed 105% of the limit on Controllable Operating Expenses for the first calendar year after the Base Operating Year, etc.  By way of illustration, if Controllable Operating Expenses were $10.00 per rentable square foot for the Base Operating Year, then Controllable Operating Expenses for the first calendar year following the Base Operating Year shall not exceed $10.50 per rentable square foot, and Controllable Operating Expenses for the second calendar year following the Base Operating Year shall not exceed $11.03 per rentable square foot (105% of $10.50).  “Controllable Operating Expenses” shall mean all Landlord’s Operating Expenses, the cost of which are within the reasonable control of Landlord.  “Controllable Operating Expenses” shall exclude, without limitation:  management fees, premiums for insurance, union related labor costs (or the cost of contracts dependent on union related labor costs), snow removal costs, security costs, Permitted Capital Expenditures, costs of water, sewer, electric, gas, oil or steam and other utility or regulatory charges and expenses which are caused by reason of changes in law.  In the event that, with respect to any calendar year during the Term, the amount of Controllable Operating Expenses exceeds 105% of the limit on Controllable Operating Expenses for the preceding calendar year (pro-rated for any fraction of a calendar year), calculated as provided above, then such excess may be added to and included within Controllable Operating Expenses for any subsequent calendar year or fraction thereof during the Term in which 105% of the limit on Controllable Operating Expenses for the preceding calendar year exceeds the amount of Controllable Operating Expenses for such calendar year (pro-rated for any fraction of a calendar year), for as long as and to the extent necessary to allow Landlord to recover Landlord’s Operating Expenses excluded pursuant to the foregoing provisions of this Section 2.6.

Notwithstanding anything contained herein to the contrary, Landlord hereby agrees that over the course of the Lease Term it will not collect more than one hundred percent (100%) of Landlord’s Operating Expenses allocable to such time period.

2.6.1Tenant’s Audit of Operating Expenses.

Subject to the provisions of this Section and provided that there exists no monetary or material non-monetary Event of Default (defined in Section 7.1), Tenant shall have the right to examine the correctness of the Landlord’s Operating Expense statement or any item contained therein:

1.Any request for examination in respect of any “Operating Year” (as defined hereinbelow) may be made by notice from Tenant to Landlord no more than one hundred eighty (180) days after the date (the “Operating Expense Statement Date”) Landlord provides Tenant an Annual Statement for such Operating Year

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                and only if Tenant shall have fully paid such amount.  Such notice shall set forth in reasonable detail the matters questioned unless Tenant is auditing the Base Operating Year in which case no questioned matter need be stated.  Any examination must be completed and the results communicated to Landlord no more than one hundred eighty (180) days after the Landlord delivers to Tenant all books and records required to perform such examination.  “Operating Year” shall mean a period of twelve (12) consecutive calendar months, commencing on the first day of January in each year, except that the first Operating Year of the Lease Term hereof shall be the period commencing on the Commencement Date and ending on the succeeding December 31, and the last Operating Year of the Lease Term hereof shall be the period commencing on January 1 of the calendar year in which the Lease Term ends, and ending with the date on which the Lease Term ends.

2.Tenant hereby acknowledges and agrees that Tenant’s sole right to contest Annual Statement shall be as expressly set forth in this Section.  Tenant hereby waives any and all other rights provided pursuant to applicable laws to inspect Landlord’s books and records and/or to contest the Annual Statement.  If Tenant shall fail to timely exercise Tenant’s right to inspect Landlord’s books and records as provided in this Section, or if Tenant shall fail to timely communicate to Landlord the results of Tenant’s examination as provided in this Section, with respect to any Operating Year, Landlord’s Annual Statement shall be conclusive and binding on Tenant.

3.So much of Landlord’s books and records pertaining to the amount of the Operating Expenses Allocable to the Premises for the specific matters questioned by Tenant (unless Tenant is auditing the Base Year, in which case Landlord shall make available all books and records pertaining to the amount of Operating Expenses Allocable to the Premises) for the Operating Year included in Landlord’s Annual Statement shall be made available to Tenant within a reasonable time after Landlord timely receives the notice from Tenant to make such examination pursuant to this Section, either electronically or during normal business hours at the offices in Massachusetts where Landlord keeps such books and records or at another location, as determined by Landlord.

4.Tenant shall have the right to make such examination no more than once in respect of any Operating Year for which Landlord has given Tenant an Annual Statement.

5.Such examination may be made only by a qualified employee of Tenant or a qualified independent certified public accounting firm, or a qualified real estate professional, or a firm approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.  No examination shall be conducted by an examiner who is to be compensated, in whole or in part, on a contingent fee basis.

6.As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord a commercially reasonable form of agreement agreeing to keep confidential any information which it

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discovers about Landlord or the Building in connection with such examination except Tenant may disclose such information to auditors, attorneys or other third parties to the extent necessary to resolve any such dispute.

7.No subtenant shall have any right to conduct any such examination and no assignee may conduct any such examination with respect to any period during which the assignee was not in possession of the Premises.

8.All costs and expenses of any such examination shall be paid by Tenant, except if such examination shows that Landlord has overcharged the Tenant for the amount of Operating Expenses Allocable to the Premises actually payable by Tenant for such Operating Year by more than five percent (5%), Landlord shall reimburse Tenant for the out-of-pocket costs and expenses reasonably and actually incurred by Tenant to perform such examination, up to a maximum of Ten Thousand and 00/100 Dollars ($10,000.00).

2.7Real Estate Taxes.

If with respect to any full Tax Year or fraction of a Tax Year falling within the Term, Landlord’s Tax Expenses Allocable to the Premises as hereinafter defined for a full Tax Year exceed Base Taxes Allocable to the Premises, or for any such fraction of a Tax Year exceed the corresponding fraction of Base Taxes Allocable to the Premises then Tenant shall pay to Landlord, as Additional Rent, the amount of such excess. Such payment shall be made at the times and manner hereinafter provided in this Section 2.7.  Not later than ninety (90) days after Landlord’s Tax Expenses Allocable to the Premises are determined for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Building and the Site and abatements and refunds of any taxes and assessments. Expenditures for legal fees and for other expenses incurred in seeking the tax refund or abatement may be charged against the tax refund or abatement before the adjustments are made for the Tax Year.  Only Landlord shall have the right to institute tax reduction or other proceedings to reduce real estate taxes or the valuation of the Building and the Site.  Said statement to be rendered to Tenant shall also show for the preceding Tax Year or fraction thereof as the case may be the amounts of real estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Within thirty (30) days after the date of delivery of the foregoing statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid pursuant to the above provisions of this Section 2.7 with respect to the preceding Tax Year or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to the provisions of this Section 2.7 against (i) monthly installments of fixed rent next thereafter coming due or (ii) any sums then due from Tenant to Landlord under this Lease (or refund such portion of the over-payment as aforesaid if the Term has ended, net of any amounts then due from Tenant to Landlord).

Estimated payments by Tenant on account of increases in real estate taxes anticipated for the then current year shall be made monthly at the time and in the fashion herein provided for the payment of fixed rent. The amount so to be paid to Landlord shall be an amount reasonably

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estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to Tenant’s share of such increases, at least ten (10) days before the day on which such payments by Landlord would become delinquent.

To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the foregoing statement shall be rendered and payments made on account of such installments.

(a)Terms used herein are defined as follows:

(i)“Tax Year” means the twelve-month period beginning July 1 each year during the Term or if the appropriate governmental tax fiscal period shall begin on any date other than July 1, such other date.

(ii)“Landlord’s Tax Expenses Allocable to the Premises” shall mean the same proportion of Landlord’s Tax Expenses for and pertaining to the Building and the Site as the Rentable Floor Area of the Premises bears to 100% of the Total Rentable Floor Area of the Building.

(iii)“Landlord’s Tax Expenses” with respect to any Tax Year means the aggregate real estate taxes on the Building and Site with respect to that Tax Year, reduced by any abatement receipts with respect to that Tax Year.

(iv)“Base Taxes” is hereinbefore defined in Section 1.1.

(v)“Base Taxes Allocable to the Premises” means the same proportion of Base Taxes for and pertaining to the Building and the Site as the Rentable Floor Area of the Premises bears to 100% of the Total Rentable Floor Area of the Building.

(vi)“Real estate taxes” means all taxes and special assessments of every kind and nature and user fees and other like fees assessed by any governmental authority on the Building or Site which the Landlord shall become obligated to pay because of or in connection with the ownership, leasing and operation of the Site, the Building and the Property and reasonable expenses of and fees for any formal or informal proceedings for negotiation or abatement of taxes (collectively, “Abatement Expenses”), which Abatement Expenses shall be excluded from Base Taxes. The amount of special taxes or special assessments to be included shall be limited to the amount of the installment (plus any interest, other than penalty interest, actually paid thereon) of such special tax or special assessment required to be paid during the year in respect of which such taxes are being determined (calculated as if Landlord had elected to pay such special taxes or assessments over the longest period allowed by law (whether or not Landlord so elects)). There shall be excluded from such taxes all income, estate, succession, inheritance, franchise and transfer taxes and any fees penalties, or interest payable on account of late payment of any real estate taxes; provided, however, that if at any time during the Term the present system of ad valorem taxation of real property shall be changed so that in lieu of the whole or any part of the ad valorem tax on real property there shall be assessed on Landlord a capital levy or other tax on the gross rents received with respect to the Site or Building or Property, federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect in the jurisdiction in which the

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Property is located) measured by or based, in whole or in part, upon any such gross rents, then any and all of such taxes, assessments, levies or charges, to the extent so measured or based, shall be deemed to be included within the term “real estate taxes” but only to the extent that the same would be payable if the Site and Buildings were the only property of Landlord.

(b)If during the Lease Term the Tax Year is changed by applicable law to less than a full 12-month period, the Base Taxes and Base Taxes Allocable to the Premises shall each be proportionately reduced.

2.8Tenant Electricity.

Landlord shall allocate the costs of furnishing electricity for lights and plugs and the distribution components of the heating, ventilating and air conditioning system to Tenant in accordance with the procedure contained in Exhibit H, and Tenant shall pay for such costs as provided in said Exhibit H.

ARTICLE III
CONDITION OF PREMISES; ALTERATIONS

3.1Preparation of Premises.

Landlord shall deliver the Premises to Tenant in vacant, broom clean condition together with any work to be completed by Landlord as set forth on Exhibits B-1, B-2 and B-3, which are attached hereto and made a part hereof, substantially completed.  Landlord represents that the Premises shall be delivered with the base Building systems serving the Premises, including mechanical, electrical, plumbing and HVAC systems, in good working order and condition on the Delivery Date.

ARTICLE IV
LANDLORD’S COVENANTS; INTERRUPTIONS AND DELAYS

4.1Landlord Covenants.

Landlord hereby covenants and agrees:

4.1.1Services Furnished by Landlord.

To furnish services, utilities, facilities and supplies set forth in Exhibit C equal to those customarily provided by landlords in first-class buildings in the Boston West Suburban Market, subject to escalation reimbursement in accordance with Section 2.6 (except as may otherwise be expressly provided in said Exhibit C).

4.1.2Additional Services Available to Tenant.

To furnish, at Tenant’s expense, reasonable additional Building operation services which are usual and customary in similar office buildings in the Boston West Suburban Market upon reasonable advance request of Tenant at reasonable and equitable rates from time to time established by Landlord and provided to Tenant in writing. Tenant agrees to pay to Landlord, as

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Additional Rent, the reasonable cost of any such additional Building services requested by Tenant and for the reasonable cost of any additions, alterations, improvements or other work performed by Landlord in the Premises at the express, written request of Tenant within thirty (30) days after being billed therefor.  Tenant acknowledges that Landlord will provide notice of such rates and that Tenant will request any such services, and that they will communicate with each other regarding such matters in general, using the Angus electronic work order system, or other electronic system or media adopted by Landlord from time to time, and that such communications shall be deemed to be “in writing” or “written” for purposes of this Section.

4.1.3Roof, Exterior Wall, Floor Slab and Common Facility Repairs.

Except for damage caused by fire and casualty and by eminent domain, and except as otherwise provided in Article VI and subject to the escalation provisions of Section 2.6, (i) to maintain in a neat, attractive and first-class condition all roadways, landscaped areas, signs, parking areas, sidewalks and entrance areas within the Property, and to reseal and restripe as reasonably necessary all paved areas, to maintain and make such repairs to the roof, exterior walls, floor slabs, common building systems (including those serving the Premises), and common areas and facilities as may be necessary to keep them in first-class working order and condition and (ii) to maintain the Building (exclusive of Tenant’s responsibilities under this Lease) in a first class manner comparable to the maintenance of similar properties in the Boston West Suburban Market.

4.1.4Signs.

To provide and install, at Tenant’s expense, letters or numerals on exterior doors of the Premises to identify Tenant’s official name and Building address.  Landlord shall also provide and install, at Landlord’s expense, signage listing Tenant on all Building directories, both in the lobbies and in the elevator lobby on the third (3rd) and fourth (4th) floors of the Building.  The initial listings shall be at Landlord’s expense, and any changes to such listings shall be at Tenant’s expense.  Landlord shall also provide and install, at Landlord’s expense, exterior Building monument signage.  All such letters, numerals, listings and other signage shall be in the Building standard graphics and no others shall be used or permitted, unless Landlord shall permit other tenants to use their own graphics and logos, in which case Tenant shall also have such right, subject to Landlord’s reasonable prior approval of same.

In addition to the foregoing, Tenant shall have the right to provide impact signage of the type, size and design similar to that of the elevator lobby signage of AMAG and Fleetmatics at the Building (“Impact Signage”), and shall be permitted to install such Impact Signage in the fourth (4th) floor elevator lobby in a location similar to the location of the AMAG and Fleetmatics signage at Tenant’s expense (subject, however, to application of the Tenant Allowance).  At the expiration or earlier termination of the Term hereof, Tenant shall remove such Impact Signage at Tenant’s expense.  In addition, at any time that Tenant is leasing less than twenty thousand (20,000) square feet of rentable floor area hereunder, Landlord shall have the right to require Tenant to remove such Impact Signage at Tenant’s expense.

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4.2Interruptions and Delays in Services and Repairs, Etc.

Landlord shall not be liable to Tenant for any compensation or reduction of rent by reason of inconvenience or annoyance or for loss of business arising from the necessity of Landlord or its agents entering the Premises for any of the purposes in this Lease authorized, or for repairing the Premises or any portion of the Building however the necessity may occur so long as Landlord uses commercially reasonable efforts to minimize any interference with Tenant’s use and occupancy of and access to the Premises (taking into account, however, the nature of the reason for such entry), except if due to the negligence and willful misconduct of Landlord or its agents, contractors or employees.  In case Landlord is prevented or delayed from making any repairs, alterations or improvements, or furnishing any services or performing any other covenant or duty to be performed on Landlord’s part, by reason of any cause reasonably beyond Landlord’s control, including without limitation by reason of Force Majeure (as defined in Section 6.1.7 hereof), Landlord shall not be liable to Tenant therefor, nor, except as expressly otherwise provided in Article VI, shall Tenant be entitled to any abatement or reduction of rent by reason thereof, or right to terminate this Lease, nor shall the same give rise to a claim in Tenant’s favor that such failure constitutes actual or constructive, total or partial, eviction from the Premises.

Landlord reserves the right to stop any service or utility system, when necessary by reason of accident or emergency, or until necessary repairs have been completed; provided, however, that in each instance of stoppage, Landlord shall exercise reasonable diligence to eliminate the cause thereof. Except in case of emergency repairs, Landlord will give Tenant reasonable advance notice of any contemplated stoppage and will use reasonable efforts to avoid unnecessary inconvenience to Tenant by reason thereof.

Notwithstanding anything herein contained to the contrary, if, due to any of the following (collectively “Abatement Events”): (i) any repairs, alterations, replacements, or improvements made by Landlord, (ii) Landlord’s failure to make any repairs, alterations, or improvements required to be made by Landlord hereunder, or to provide any service required to be provided by Landlord hereunder, or (iii) failure of electric supply, any portion of the Premises becomes untenantable or it is impracticable for Tenant to conduct its business in the Premises in the ordinary course and that such untenantability and Landlord’s inability to cure such Abatement Event is not caused by the fault or neglect of Tenant or Tenant’s agents, employees or contractors, then Annual Fixed Rent, Tenant’s share of increases in Landlord’s Operating Expenses and Tenant’s share of increases in Landlord’s Tax Expenses shall thereafter be abated, in proportion to such untenantability and its impact on the continued operation of Tenant’s business in the Premises in the ordinary course, commencing on the day immediately after the expiration of the Premises Untenantability Cure Period (as hereinafter defined) until the day such the Abatement Event is completely corrected (the amount of such abatement being referred to herein as “Tenant’s Abatement Amount”).  For the purposes hereof, the “Premises Untenantability Cure Period” shall be defined as five (5) consecutive business days after Landlord’s receipt of written notice from Tenant of the condition causing the Abatement Event, provided however, that the Premises Untenantability Cure Period shall be ten (10) consecutive business days after Landlord’s receipt of written notice from Tenant of the condition causing the Abatement Event if either such condition was caused by causes beyond Landlord’s control or Landlord is unable to cure such condition as the result of causes beyond Landlord’s control.

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Notwithstanding anything herein contained to the contrary, in no event shall any of the events referred to in this Section 4.2 give rise to a claim in Tenant’s favor that such failure constitutes actual or constructive, total or partial, eviction from the Premises. The provisions of this Section 4.2 shall not apply in the case of damage caused by any fire or other casualty or damage caused as a result of any taking under the power of eminent domain, Tenant acknowledging and agreeing that the provisions of Article VI of this Lease shall exclusively control and govern in the case of fire, other casualty or taking under the power of eminent domain.

4.3Access.

So long as Tenant shall comply with Landlord’s reasonable security program for the Building, Tenant shall have access to the Premises twenty-four (24) hours per day during the Term of this Lease except in an emergency or in the case of Force Majeure (as defined in Section 6.1.7 below).

4.4Security Access System.

Provided that Tenant obtains Landlord’s prior written consent for such installations (which consent shall not be unreasonably withheld, conditioned, or delayed), Tenant shall have the right to install a cardkey based security access system on the Premises.

4.5Hazardous Materials.

Landlord represents to Tenant that to the best of Landlord’s actual knowledge as of the Date of this Lease there are no Hazardous Materials in the Building or on the Site which are required to be removed or otherwise abated in accordance with applicable Hazardous Materials Laws.  Subject to the limitations set forth in Section 9.3.2 hereof, Landlord shall remove or abate, as required by applicable Hazardous Materials Laws, but only if and to the extent the abatement or removal of such Hazardous Materials is not the responsibility of other tenants or occupants of the Office Park,

(a) Hazardous Materials on the Site,

(b) Hazardous Materials in the common areas of the Building,

(c) Hazardous Materials in the “Base Building” (as hereinafter defined), and

(d) (i) Hazardous Materials resulting from the use of, or additions, alterations or improvements in, any tenant space in the Building, including the Premises, or (ii) Hazardous Materials which are in the Building or on the Site because of the action or inaction of any tenant or occupant in the Office Park, including Tenant, or any employee, agent or contractor thereof, or (iii) Hazardous Materials which are in any tenant space in the Building, including the Premises, and any additions, alterations and improvements therein.

For purposes of this Section 4.5, the “Base Building” shall mean the structural elements of the Building and the heating, ventilating and air conditioning, electrical and plumbing systems and equipment bringing primary service to the tenant spaces in the Building.  Subject to the

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limitations set forth in Section 9.3.2 hereof, Landlord agrees to indemnify and save Tenant harmless from liability, loss and damage to persons or property and from any claims, actions, proceedings and expenses in connection therewith resulting from the failure of Landlord to fulfill its obligations under the preceding sentence; provided, however, that in no event shall the foregoing indemnity render Landlord liable for any loss or damage to Tenant’s Property unless such damage is due to the negligence or willful misconduct of Landlord or Landlord’s employees, agents or contractors and Landlord shall in no event be liable for indirect or consequential damages.

4.6Code Compliance.

4.6.1Landlord represents to Tenant that, to the best of Landlord’s knowledge that, as of the Execution Date of this Lease, the Building, including, without limitation, the Premises, has been constructed and maintained in conformance with applicable building codes and laws.

4.6.2Landlord shall maintain the common areas of the Building and the Property in compliance with all applicable laws, including ADA.

ARTICLE V
TENANT’S COVENANTS

Tenant covenants and agrees to the following during the Term and such further time as Tenant occupies any part of the Premises:

5.1Payments.

To pay when due all fixed rent and Additional Rent and all charges for utility services rendered to the Premises (except as otherwise provided in Exhibit C) and, as further Additional Rent, all charges for additional services rendered pursuant to Section 4.1.2. In the event Tenant pays any utilities for the Premises directly to the utility company or provider, Tenant shall, upon request by Landlord, provide Landlord with such utility bills so that Landlord can review the utility bills relating to the Premises.

5.2Repair and Yield Up.

Except as otherwise provided in Article VI and Section 4.1.3 to keep the Premises in good order, repair and condition, including all glass in windows (except glass in exterior walls unless the damage thereto is attributable to Tenant’s negligence or willful misconduct) and doors of the Premises whole and in good condition with glass of the same type and quality as that injured or broken, reasonable wear and tear, damage caused by fire or other casualty, or taking under the power of eminent domain, and damage caused by the negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors only excepted, and at the expiration or termination of this Lease peaceably to yield up the Premises all construction, work, improvements, and all alterations and additions thereto in the same condition in which Tenant is required to maintain the Premises during the Term, as aforesaid, first removing all goods and personal effects of Tenant, including, without limitation, the wiring for Tenant’s computer, telephone and other communication systems and equipment whether located in the Premises or

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in any other portion of the Building, including all risers, and all alterations and additions made by Tenant (provided that Landlord has required Tenant to remove such alterations and additions in accordance with Section 5.12 hereof) and all partitions, and repairing any damage caused by such removal and restoring the Premises and leaving them clean and neat.  Notwithstanding the foregoing, if Tenant uses the Tenant Allowance to pay for the security systems which it installs to protect the Premises, then such security systems shall, upon the expiration, or earlier termination of the Term of the Lease, become the property of Landlord, and Tenant shall not remove the same from the Premises.  Tenant shall not permit or commit any waste, and Tenant shall be responsible for the reasonable cost of repairs which may be made necessary by reason of damage to common areas in the Building, to the Site or to the other buildings caused by Tenant, Tenant’s agents, contractors, employees, sublessees, licensees, concessionaires or invitees.

5.3Use.

To use and occupy the Premises for the Permitted Use only, and not to injure or deface the Premises, Building, the Site or any other part of the Property nor to permit in the Premises or on the Site any auction sale, or inflammable fluids or chemicals, or nuisance, or the emission from the Premises of any objectionable noise or odor, nor to permit in the Premises anything which would in any way result in the leakage of fluid or the growth mold, and not to use or devote the Premises or any part thereof for any purpose other than the Permitted Use, nor any use thereof which is inconsistent with the maintenance of the Building as an office building of the first class in the quality of its maintenance, use and occupancy, or which is improper, offensive, contrary to law or ordinance or liable to invalidate or increase the premiums for any insurance on the Building or its contents or liable to render necessary any alteration or addition to the Building. Further, (i) Tenant shall not, nor shall Tenant permit its employees, invitees, agents, independent contractors, contractors, assignees or subtenants to, keep, maintain, store or dispose of (into the sewage or waste disposal system or otherwise) or engage in any activity which might produce or generate any substance which is classified as a hazardous material, waste or substance (collectively “Hazardous Materials”), under federal, state or local laws, rules and regulations, including, without limitation, 42 U.S.C. Section 6901 et seq., 42 U.S.C. Section 9601 et seq., 42 U.S.C. Section 2601 et seq., 49 U.S.C. Section 1802 et seq. and Massachusetts General Laws, Chapter 21E and the rules and regulations promulgated under any of the foregoing, as such laws, rules and regulations may be amended from time to time (collectively “Hazardous Materials Laws”), (ii) Tenant shall immediately notify Landlord of any incident of which it has knowledge in, on or about the Premises, the Building or the Site that would require the filing of a notice under any Hazardous Materials Laws, (iii) Tenant shall comply and shall cause its employees, invitees, agents, independent contractors, contractors, assignees and subtenants to comply with each of the foregoing and (iv) Landlord shall have the right (at Landlord’s cost, unless Tenant shall have violated the foregoing, in which case Tenant shall pay the cost), subject to the provisions of this Lease governing access to the Premises, to make such inspections (including testing) as Landlord shall elect from time to time to determine that Tenant is complying with the foregoing.

5.4Obstructions; Items Visible From Exterior; Rules and Regulations.

5.4.1Not to obstruct access to any portion of the Building not hereby leased or any portion thereof or of the Site used by Tenant in common with others; not without prior

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consent of Landlord (which shall be in Landlord’s sole, but good faith, discretion) to permit the painting or placing of any signs (other than Tenant’s standard signage, logos and graphics as otherwise permitted herein), curtains, blinds, shades, awnings, aerials or flagpoles, or the like, visible from outside the Premises (including, without limitation, from common lobbies within the Building); and to comply with all reasonable rules and regulations or the requirements of any customer handbook currently in existence or hereafter implemented, of which Tenant has been given notice, for the care and use of the Building and Site and their facilities and approaches; Landlord shall not be liable to Tenant for the failure of other occupants of the Buildings to conform to such rules and regulations.  Notwithstanding anything to the contrary in this Lease contained, Landlord agrees that it will not enforce said rules and regulations against Tenant in a discriminatory or arbitrary manner, recognizing that differing circumstances may justify different treatment.  In the case of any conflict between the terms of this Lease and such rules or regulations, the terms of this Lease shall control, it being understood that no such rule or regulation shall have the effect of amending this Lease.  Notwithstanding the foregoing, Tenant may use materials such as adhesives, lubricants, ink, solvents and cleaning fluids of the kind and in amounts and in the manner customarily found and used in business offices in order to conduct its business at the Premises and to maintain and operate the business machines located in the Premises provided that such materials are used, stored and disposed of by Tenant strictly in accordance with all applicable Legal Requirements.

5.5Safety Appliances.

To keep the Premises equipped with all safety appliances required by any public authority because of any use made by Tenant other than normal office use, and to procure all licenses and permits so required because of such use and, if requested by Landlord, to do any work so required because of such use, it being understood that the foregoing provisions shall not be construed to broaden in any way Tenant’s Permitted Use.

5.6Assignment; Sublease.

Except as otherwise expressly provided in this Section 5.6, Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease and/or Tenant’s interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses or the like) the whole or any part of the Premises.  Subject to the provisions of Section 5.6.4 hereof, in addition, the merger or consolidation of Tenant into or with any other entity, or the sale of all or substantially all of its assets, shall be deemed to be an assignment within the meaning of this Section 5.6.  Any assignment, mortgage, pledge, hypothecation, transfer or subletting not expressly permitted in or consented to by Landlord under Sections 5.6.1-5.6.6 shall, at Landlord’s election, be void; shall be of no force and effect; and shall confer no rights on or in favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the provisions hereof. The limitations of this Section 5.6 shall be deemed to apply to any guarantor(s) of this Lease.

5.6.1Notwithstanding the provisions of Section 5.6 above, in the event Tenant desires to assign this Lease or to sublet the whole or any part of the Premises, Tenant shall give Landlord notice of any proposed sublease or assignment (the “Tenant’s Proposed Transfer Notice”), and said notice shall specify the provisions of the proposed assignment or subletting,

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including (a) the name and address of the proposed assignee or subtenant, (b) in the case of a proposed assignment or subletting pursuant to Section 5.6.3 below, such information as to the proposed assignee’s or proposed subtenant’s net worth and financial capability and standing as may reasonably be required for Landlord to make the determination referred to in said Section 5.6.3 (provided, however, that Landlord shall hold such information confidential having the right to release same to its officers, accountants, attorneys and mortgage lenders on a confidential basis), (c) all of the material terms and provisions upon which the proposed assignment or subletting is to be made, (d) in the case of a proposed assignment or subletting pursuant to Section 5.6.3 below, all other information reasonably necessary to make the determination referred to in said Section 5.6.3, (e) in the case of a proposed assignment or subletting pursuant to Section 5.6.4 below, such information as may be reasonably required by Landlord to determine that such proposed assignment or subletting complies with the requirements of said Section 5.6.4, and (f) in the case of a proposed sublease, the portion of the Premises proposed to be sublet (the “Sublet Space”) and the proposed sublease term.

5.6.2Landlord shall have the right at its sole option, to be exercised within thirty (30) days after receipt of Tenant’s Proposed Transfer Notice (the “Acceptance Period”), (i) in the case of a proposed assignment of this Lease, to terminate this Lease, and (ii) in the case of a proposed subletting, to terminate this Lease as to any Sublet Space consisting of fifty percent (50%) or more of the Premises then demised to Tenant, with such termination to be effective, in each case, as of a date specified in a notice to Tenant, which termination date shall not be earlier than sixty (60) days nor later than ninety (90) days after Landlord’s termination notice to Tenant; provided, however, that upon the termination date as set forth in Landlord’s notice, (x) in the case of a proposed assignment of this Lease, all obligations relating to the Premises, and (y) in the case of a proposed subletting, all obligations as to the Sublet Space, in each case relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through the termination date.  In the event that the Sublet Space consists of only a part of the Premises, Landlord shall, at Landlord’s cost, perform and complete any and all work necessary to separately demise and separate such part of the Premises (the “Excluded Space”) with reasonable diligence and in a reasonable manner but in any event within ninety (90) days of the termination date.  In the event Landlord exercises its termination rights hereunder with respect to the Premises or the Excluded Space, then the Premises or the Excluded Space, as the case may be, shall be delivered to Landlord on the termination date specified in Landlord’s termination notice in good order and condition and in the manner provided in this Lease for the surrender of the Premises at the end of the Term in accordance with Section 5.2.  Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s use and occupancy of the Premises.  Annual Fixed Rent and the Rentable Floor Area of the Premises and all Additional Rent based upon the Rentable Floor Area of the Premises (including, without limitation, Operating Expenses Allocable to the Premises, Base Operating Expenses Allocable to the Premises, Landlord’s Tax Expenses Allocable to the Premises, Base Taxes Allocable to the Premises and the number of parking spaces to which Tenant is entitled hereunder) shall be reasonably and equitably adjusted to reflect the removal of the Excluded Space.  In such event, Landlord shall prepare, and the parties shall execute, an amendment to this Lease in form and substance reasonably satisfactory to both parties, reflecting and confirming the foregoing.  In the event that Landlord shall not exercise its termination rights as aforesaid, or shall fail to give any

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or timely notice pursuant to this Section, then Landlord shall have no right to terminate the Lease as to the Premises (in the case of a proposed assignment) or the Sublet Space (in the case of a proposed subletting), and the provisions of Sections 5.6.3, 5.6.5 and 5.6.6 shall thereafter be applicable. This Section 5.6.2 shall not be applicable to an assignment or sublease pursuant to Section 5.6.4.

5.6.3Notwithstanding the provisions of this Section 5.6, but subject to the provisions of this Section 5.6.3 and the provisions of Sections 5.6.5 and 5.6.6 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 5.6.2, or shall have failed to give any or timely notice under Section 5.6.2, then for a period of one hundred eighty (180) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 5.6.2, as the case may be, Tenant shall have the right to assign this Lease or sublet the whole or part of the Premises in accordance with the Proposed Transfer Notice provided that, in each instance, Tenant first obtains the express prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.  In the event Landlord fails to respond to Tenant’s Proposed Transfer Notice within forty-five days of the date thereof, Landlord’s consent shall be deemed granted.

Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if:

(a)the proposed assignee or subtenant is an occupant of the Building or elsewhere within the Office Park and other space is available to lease within Office Park that meets the needs of such occupant, or is in active negotiation with Landlord or an affiliate of Landlord for premises in the Building or elsewhere within the Office Park, or

(b)the proposed assignee or subtenant is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency that regularly deals with the public at large in such agency’s office (e.g. Social Security Administration or Registry of Motor Vehicles)), or

(c)the proposed assignee or subtenant is not of good character and reputation, or

(d)the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or

(e)the proposed assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for the Permitted Use, or

(f)the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) materially increase Landlord’s Operating Expenses beyond that which Landlord now incurs for use by Tenant; (ii) materially increase the burden on elevators or other Building systems or equipment over the burden generated by normal and customary office usage; or (iii) violate or be reasonably likely to violate

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any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or

(g)there shall be existing a monetary or material non-monetary Event of Default (defined in Section 7.1), or

(h)any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or

(i)the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease, but only if such approval is required by Landlord’s financing documents, or

(j)due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Building or elsewhere in the Property (Landlord hereby representing to Tenant that, as of the Execution Date of this Lease, there exist no such covenants or restrictions contained in another lease or other agreement, or

(k)in the case of a proposed subleasing, such sublease would result in there being more than three (3) subleases of space in the Premises in effect at any given time.

If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease the whole or part of the Premises) or assign pursuant to Tenant’s notice, as given hereunder; provided, however, that if such assignment or sublease shall not be executed and delivered to Landlord within one hundred eighty (180) days after the date of Landlord’s consent, the consent shall be deemed null and void and the provisions of Section 5.6.1 shall be applicable.

5.6.4Notwithstanding anything to the contrary contained herein, but subject to the provisions of Sections 5.6.1 and 5.6.6, Tenant shall have the right without Landlord’s consent to assign this Lease or to sublet the Premises (in whole or in part) to any other entity (the “Successor Entity”) (i) which controls or is controlled by Tenant or Tenant’s parent corporation, or which is under common control with Tenant, provided that in any such case such transfer or transaction is for a legitimate regular business purpose of Tenant other than a transfer of Tenant’s interest in this Lease, or (ii) which purchases all or substantially all of the assets of Tenant, or (iii) which purchases all or substantially all of the stock of (or other ownership or membership interests in) Tenant, or (iv) which merges or combines with Tenant, provided that in any of the foregoing events, the entity to which this Lease is so assigned or which so sublets the Premises has a credit worthiness (e.g. net assets on a pro forma basis using generally accepted accounting principles consistently applied and using the most recent financial statements) which is the same or better than the Tenant as of the date of this Lease (the foregoing transferees referred to, individually or collectively, as a “Permitted Transferee”).  Except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under this Lease, on a joint and several basis with the

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Permitted Transferee. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary within one (1) year after the effectiveness of such sublease or assignment, such cessation shall be considered an assignment or subletting requiring Landlord’s consent in accordance with this Section 5.6.

5.6.5In the case of any assignment or subleasing as to which Landlord may consent (other than an assignment or subletting permitted under Section 5.6.4 above) such consent shall be upon the express and further condition, covenant and agreement, and Tenant hereby covenants and agrees that, in addition to the Annual Fixed Rent, Additional Rent and other charges to be paid pursuant to this Lease, fifty percent (50%) of the “Assignment/Sublease Profits” (hereinafter defined), if any, shall be paid to Landlord.  The “Assignment/Sublease Profits” shall be the excess, if any, of (a) the “Assignment/Sublease Net Revenues” as hereinafter defined over (b) the Annual Fixed Rent, the amount of Landlord’s Operating Expenses and the amount of Landlord’s Tax Expenses payable by Tenant as provided in this Lease (provided, however, that for the purpose of calculating the Assignment/Sublease Profits in the case of a sublease, appropriate prorations in the applicable Annual Fixed Rent, the amount of Landlord’s Operating Expenses and the amount of Landlord’s Tax Expenses payable by Tenant shall be made based on the percentage of the Premises subleased and on the terms of the sublease).  The “Assignment/Sublease Net Revenues” shall be the fixed rent, plus the amount of Landlord’s Operating Expenses and Landlord’s Tax Expenses payable either initially or over the term of the sublease or assignment plus all other payments and/or compensation paid to Tenant in connection with such subletting or assignment (excluding any compensation reasonably and equitably allocable to the sale of Tenant’s furniture, trade fixtures, equipment or other personal property), less the costs of Tenant incurred in such subleasing or assignment (the definition of which shall be limited to brokerage commissions, marketing and advertising costs, legal fees and alteration costs and allowances and rent concessions, in each case actually paid or incurred), as set forth in a statement certified by an appropriate officer of Tenant and delivered to Landlord within thirty (30) days of the commencement of the sublease or assignment, deducted first before calculating the Assignment/Sublease Profits (so that Tenant recoups its expenses before sharing any profit).

All payments of the Assignment/Sublease Profits due Landlord shall be made within fifteen (15) days of receipt of same by Tenant.

5.6.6(a)It shall be a condition of the validity of any assignment or subletting consented to under Section 5.6.3 above, or any assignment or subletting of right under Section 5.6.4 above, that both Tenant and the assignee or sublessee enter into a separate written instrument directly with Landlord pursuant to which the assignee or sublessee agrees to be bound directly to Landlord for all the obligations of the Tenant under this Lease (including any amendments or extensions thereof), including, without limitation, the obligation (a) to pay the rent and other amounts provided for under this Lease, provided, however, that subtenant shall only be required to pay rent in accordance with the terms of the sublease), (b) to comply with the provisions of Sections 5.6 through 5.6.6 hereof and (c) to indemnify the “Landlord Parties” (as defined in Section 8.1(g)) as provided in Section 8.1 hereof. Such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the

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foregoing, the provisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, as the case may be, and at Landlord’s option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated.

(b)As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to either (i) One Thousand and 00/100 Dollars ($1,000.00) for time spent by Landlord’s in-house personnel in connection with any given request for consent, or (ii) the reasonable out of pocket legal fees and expenses incurred by Landlord in connection with any given request for consent, not to exceed Five Thousand and 00/100 Dollars ($5,000.00) in connection with any such request.

(c)If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may upon prior written notice to Tenant, at any time and from time to time during the continuance of an Event of Default, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or a waiver of the provisions of Sections 5.6 through 5.6.6 hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease.

(d)The consent by Landlord to an assignment or subletting under Section 5.6.3 above, or the consummation of an assignment or subletting of right under Section 5.6.4 above, shall in no way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting in accordance with the provisions of this Section 5.6.

(e)During the continuance of an “Event of Default” (defined in Section 7.1), Landlord shall be entitled to one hundred percent (100%) of any Assignment/Sublease Profits.

(f)Without limiting Tenant’s obligations under Section 5.12, Tenant shall be responsible, at Tenant’s sole cost and expense, for performing all work necessary to comply with Legal Requirements and Insurance Requirements in connection with any assignment or subletting hereunder including, without limitation, any work in connection with such assignment or subletting.

5.7Right of Entry.

To permit Landlord and its agents to examine the Premises at reasonable times upon reasonable prior notice (which may be oral or by email to Tenant’s office manager) except in the cases of emergency, when no notice shall be required, and, if Landlord shall so elect consistent with the provisions of this Lease, to make any alterations, additions or improvements contemplated by this Lease or any repairs or replacements Landlord may deem necessary in

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accordance with the terms and provisions of this Lease; to remove, at Tenant’s expense, any alterations, addition, signs, curtains, blinds, shades, awnings, aerials, flagpoles, or the like not consented to in writing; and to show the Premises to prospective tenants during the eleven (11) months preceding expiration of the Term and to prospective purchasers and mortgagees at all reasonable times.

In the event Tenant sends a notice alleging the existence of a dangerous or unsafe condition, any requirements for prior notice or limitations on Landlord’s access to the Premises contained in this Lease shall be deemed waived by Tenant so that Landlord may immediately exercise its rights under this Section 5.7 and Section 9.16 in such manner as Landlord deems necessary in its reasonable discretion to remedy such dangerous or unsafe condition.

5.8Floor Load; Prevention of Vibration and Noise.

Not to place a load upon the Premises exceeding an average rate of 70 pounds of live load per square foot of floor area (partitions shall be considered as part of the live load); and not to move any safe, vault or other heavy equipment in, about or out of the Premises except in such manner and at such time as Landlord shall in each instance authorize; Tenant’s business machines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or to any other space in the Building shall be so installed, maintained and used by Tenant so as to eliminate such vibration or noise to the extent that such vibration and noise cannot be perceived outside of the Premises.

5.9Personal Property Taxes.

To pay promptly when due all taxes which may be imposed upon “Tenant’s Property” (as defined in Section 8.1(g) hereof) in the Premises to whomever assessed.

5.10Compliance with Laws.

To comply with all applicable Legal Requirements now or hereafter in force regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises.  Notwithstanding the foregoing, Tenant shall not be responsible for any structural alterations or repairs necessitated by applicable Legal Requirements unless triggered by Tenant’s use of the Premises beyond the Permitted Use, or by alterations, additions or improvements in the Premises performed or requested by Tenant.  In addition, Tenant shall, at its sole cost and expense, promptly comply with any Legal Requirements that relate to the Base Building (as hereinafter defined), but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for the Permitted Use, or by alterations, additions or improvements in the Premises performed or requested by Tenant.  “Base Building” shall include the structural portions of the Building, the public restrooms and the Building mechanical, electrical and plumbing systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located.  Tenant shall promptly pay all fines, penalties and damages that may arise out of or be imposed because of its failure to comply with the provisions of this Section 5.10.  Landlord shall comply with the Americans with Disabilities Act of 1990, and the rules and regulations promulgated thereunder (“ADA”) so far as they relate to the common areas in the Building and the Property, including, without limitation, common

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restrooms in the Building, building entrances, elevators, auto and pedestrian ingress and egress, fire exits and stairs, and fire/life safety devices.

5.11Payment of Litigation Expenses.

Tenant shall pay, as Additional Rent, all reasonable costs, counsel and other fees incurred by Landlord in connection with the successful enforcement by Landlord of any obligations of Tenant under this Lease or in connection with any bankruptcy case involving Tenant or any guarantor.

Landlord shall pay all reasonable costs, counsel and other fees incurred by Tenant in connection with the successful enforcement by Tenant of any obligations of Landlord under this Lease or in connection with any bankruptcy case involving Landlord.

5.12Alterations.

The parties hereby agree that, while the provisions of this Section 5.12 apply to the initial Tenant’s Work, if, with respect to the initial Tenant’s Work, there is any inconsistency between the provisions of Exhibit B-1 and the provisions of this Section 5.12, the provisions of Exhibit B-1 shall control.

Tenant shall not make alterations and additions to Tenant’s Premises except in accordance with plans and specifications therefor first approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.  However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises (including, without limitation, from common lobbies within the Building) shall be in Landlord’s sole, but good faith, discretion.  Landlord’s initial approval, or disapproval with supporting specific reasons, of Tenant’s plans and specifications (other than the Plans relating to the initial Tenant’s Work) shall be provided to Tenant within fifteen (15) days of Landlord’s receipt of such plans, except that if Landlord reasonably determines that it must engage an outside consultant in connection with its review and approval of such plans and specifications (i.e., because, in Landlord’s reasonable judgment, Landlord’s staff does not have the appropriate skills to perform such review), the period for Landlord’s review of such plans and specifications shall be fifteen (15) business days after Landlord’s receipt.  Future approvals, or disapprovals with supporting specific reasons, for subsequent submittals of corrections or changes, shall be provided to Tenant within three (3) business days of Landlord’s receipt of such revised plans.

Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which (a) in Landlord’s opinion reasonably likely to materially and adversely affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility or base building mechanical system serving any area of the Building outside of the Premises, or (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Building or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Building or of the

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services called for by Section 4.1 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without expense to Landlord, or (d) enlarge the Rentable Floor Area of the Premises, or (e) are inconsistent with alterations satisfying Landlord’s then existing generally applicable Building standards for new alterations in the Building.  Landlord’s review and approval of any such plans and specifications and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements nor give right to any other parties. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any such work. Within thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord as a fee for Landlord’s review of any work or plans (excluding any review respecting Tenant’s initial improvements performed pursuant to Article III hereof and Exhibits B-1 and B-2 attached hereto, but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (i) $150.00 per hour for time spent by Landlord’s in-house personnel, up to a maximum of Five Thousand and 00/100 Dollars ($5,000.00), plus (ii) third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, up to a maximum of Five Thousand and 00/100 Dollars ($5,000.00), for an aggregate maximum of Ten Thousand and 00/100 Dollars ($10,000.00).

Notwithstanding the terms of this Section 5.12, Tenant shall have the right, without obtaining the prior consent of Landlord, but upon at least ten (10) business days’ prior written notice to Landlord, to make alterations, additions or improvements to the Premises where:

(i)the same are within the interior of the Premises within the Building, and do not affect the exterior of the Premises or the Building;

(ii)the same do not affect the roof, any structural element of the Building, or the mechanical, electrical, plumbing, heating, ventilating, air-conditioning and fire protection systems of the Building;

(iii)the cost of any individual alteration, addition or improvement shall not exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) in each instance; and

(iv)Tenant shall comply with the provisions of this Lease and if such work increases the cost of insurance or taxes or of services, Tenant shall pay for any such increase in cost;

provided, however, that Tenant shall, no later than ten (10) days after the making of such changes for which Landlord consent is not required hereunder, send to Landlord plans and

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specifications describing the same in reasonable detail and provided further that Landlord may, by notice to Tenant given no later than fifteen (15) days subsequent to the date on which the plans and specifications are submitted to Landlord, require Tenant to restore the Premises to its condition prior to such alteration, addition or improvement upon the expiration or earlier termination of the Lease Term.

All alterations and additions shall be part of the Building unless and until Landlord shall specify the same for removal pursuant to this Section 5.12, Landlord hereby agreeing to make such election at the time that Landlord approves Tenant’s plans for any such alterations, etc.  All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, except for installation of furnishings, shall be performed by Landlord’s general contractor or by contractors or workers first approved by Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed.  Except for work by Landlord’s general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and, except with respect to the initial Tenant’s Work, if the cost of such work exceeds Three Hundred Thousand and 00/100 Dollars ($300,000.00), security reasonably satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material; and cause each contractor to carry insurance in accordance with Section 8.14 herein and to deliver to Landlord certificates of all such insurance.  To the extent typically prepared for alterations of the type in question, Tenant shall also prepare and submit to Landlord at Landlord’s expense a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder, Tenant shall be responsible, as Additional Rent, for the costs of any alterations, additions or improvements in or to the Building that are required in order to comply with Legal Requirements as a result of any work performed by Tenant.  Subject to, and in accordance with, Section 5.4, Landlord shall have the right to provide such reasonable rules and regulations relative to the performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services at the same rates which are charged to the other tenants of the Building.  Tenant agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees, or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Buildings or the Site and, within ten (10) business days, to discharge or bond over any such liens which may so attach.  Tenant shall pay, as Additional Rent, 100% of any real estate taxes imposed upon the Building, which shall, at any time after the Commencement Date, result solely from any alteration, addition or improvement to the Premises made by Tenant at any time after the Delivery Date, as determined solely by the records of the tax assessing authority; provided however, that  (i) such taxes shall only be payable by Tenant if, and to the extent that, such taxes, and the amount thereof, are specifically identified, in the records of the tax assessor, as arising solely from such

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Tenant alteration, addition or improvement, and (ii) if real estate taxes are determined by the tax assessor based upon a capitalization of income approach, then in no event shall there be deemed to be any additional taxes payable for the purposes of Section 2.7; and further provided however, that Tenant shall not be responsible for real estate taxes on the Property attributable to any alteration, improvement or addition to the Premises as part of Tenant’s Work to the extent that the same is paid for by application of the Tenant Allowance. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or the Building to the extent paid for by Landlord.

5.13Vendors.

Any vendors engaged by Tenant to perform services in or to the Premises including, without limitation, janitorial contractors and moving contractors shall be coordinated with any work being performed by or for Landlord and in such manner as to maintain harmonious labor relations and not to damage the Building or the Property or interfere with Building construction or operation and shall be performed by vendors first approved by Landlord in its reasonable discretion.

5.14OFAC.

As an inducement to Landlord to enter into this Lease, Tenant hereby represents and warrants that to its knowledge: (i) Tenant is not, nor is it owned or controlled directly or indirectly by, any person, group, entity or nation named on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the United States Treasury (“OFAC”) (any such person, group, entity or nation being hereinafter referred to as a “Prohibited Person”); (ii) Tenant is not (nor is it owned, controlled, directly or indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; and (iii) Tenant (and any person, group, or entity which Tenant controls, directly or indirectly) has not conducted nor will conduct business nor has engaged nor will engage in any transaction or dealing with any Prohibited Person that either may cause or causes Landlord to be in violation of any OFAC rule or regulation, including without limitation any assignment of this Lease or any subletting of all or any portion of the Premises. In connection with the foregoing, it is expressly understood and agreed that (x) any breach by Tenant of the foregoing representations and warranties shall be deemed an immediate Event of Default by Tenant under Section 7.1 of this Lease (without the benefit of notice or grace) and shall be covered by the indemnity provisions of Section 8.1 below, and (y) the representations and warranties contained in this subsection shall be continuing in nature and shall survive the expiration or earlier termination of this Lease.

ARTICLE VI
CASUALTY AND TAKING

6.1Damage Resulting from Casualty.

6.1.1Landlord’s Restoration Estimate.  In the event of a fire or other casualty affecting the Building (“Casualty”), Landlord shall provide Tenant with written notice of Landlord’s reasonable estimate of the length of time necessary to repair or restore the Building

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from the time that repair work would commence (“Estimated Restoration Period”), which notice (the “Landlord’s Restoration Estimate”) shall be provided to Tenant no later than sixty (60) days after the occurrence of said Casualty.  Landlord’s Restoration Estimate shall include a written estimate from a registered architect, professional engineer or third party construction manager to be retained by Landlord of the cost to restore the Building to substantially the same condition existing immediately prior to such casualty.

6.1.2Landlord’s Termination Right Based upon Landlord’s Restoration Estimate.  If Landlord’s Restoration Estimate exceeds two hundred forty (240) days from the date of such Casualty, then Landlord may, at its election, terminate this Lease by notice given to Tenant at the time that Landlord gives Landlord’s Restoration Estimate to Tenant.  If Landlord exercises such termination right, then the term of the Lease shall terminate as of an effective date of termination set forth in Landlord’s termination notice, which effective termination date shall be not less than thirty (30) days nor more than forty-five (45) days after the date of notice of such termination.

6.1.3Tenant’s Termination Rights Based upon Landlord’s Restoration Estimate.  If: (i) a Casualty occurs prior to the last twenty-four (24) months of the expiration of the then current Term of this Lease, Landlord’s Restoration Estimate exceeds two hundred forty (240) days from the date of such Casualty, and Landlord does not exercise its termination right pursuant to Section 6.1.2, or (ii) a Casualty occurs during the last twenty-four (24) months of the expiration of the then current Term of the Lease, and Landlord’s Restoration Work exceeds ninety (90) days from the date of such Casualty, then Tenant may, at its election, terminate this Lease by notice given to Landlord on or before the date thirty (30) days after Tenant receives Landlord’s Restoration Estimate.  If Tenant exercises such termination right, then the term of the Lease shall terminate as of an effective date of termination set forth in Tenant’s termination notice, which effective termination date shall be not less than thirty (30) days nor more than forty-five (45) days after the date of notice of such termination.

6.1.4Landlord’s Termination Right based upon Decision of the Holder of any Mortgage or Underlying Lessor to Prohibit Use of Insurance Proceeds for Restoration Purposes.  If a bona fide third-party (i.e., not affiliated with Landlord or any of the Landlord Parties) holder of any mortgage which includes the Building as a part of the mortgaged premises or a bona fide third-party (i.e., not affiliated with Landlord or any of the Landlord Parties) lessor under any ground lease or underlying lease which affects the Building (each a “Holder”) shall prohibit Landlord from using the net insurance proceeds available for restoration of the Building (and/or the portions of the Site necessary for access to the Building), if the cost to restore the Building or such portions of the Site to substantially the same condition as existed immediately prior to the Casualty exceeds Twenty-Five Thousand and 00/100 Dollars ($25,000.00), and if Landlord elects not to perform such restoration using its own funds, then Landlord shall have the right to terminate this Lease upon written notice to given by Landlord to Tenant within thirty (30) days after Landlord is informed of such decision by such Holder, provided that Landlord also terminates all other leases in the affected portion of the Building as to which Landlord also has such a termination right.  If Landlord exercises such termination right, then the term of the Lease shall terminate as of an effective date of termination set forth in Landlord’s termination notice, which effective termination date shall be not less than thirty (30) days nor more than forty-five (45) days after the date of notice of such termination.

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6.1.5Landlord’s Restoration Obligations.

(a)Unless terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect following any such damage subject, however, to the following provisions.  If the Building or the Site or any part thereof are damaged by a Casualty and this Lease is not so terminated, or Landlord or Tenant have no right to terminate this Lease, Landlord promptly after such damage and the determination of the net amount of insurance proceeds available shall use due diligence to restore the Premises and the Building in the event of damage thereto (excluding “Tenant’s Property” (as defined in Section 8.4 hereof), except as expressly provided in the immediately following paragraph of this Section 6.1) into proper condition for use and occupation and a just proportion of the Annual Fixed Rent, Tenant’s share of Operating Costs and Tenant’s share of real estate taxes according to the nature and extent of the injury to the Premises shall be abated until any such work to restore the Premises and Tenant’s access to substantially the same condition as existing immediately prior to such Casualty there to have been substantially completed, except for punch list items.  Notwithstanding anything herein contained to the contrary, provided that Landlord complies with its obligations to maintain the property insurance required to be maintained by Landlord pursuant to Section 8.12, Landlord shall not be obligated to expend for such repair and restoration any amount in excess of the net insurance proceeds (plus the amount of any deductible maintained by Landlord under such property insurance).

(b)Notwithstanding the foregoing, if Landlord is proceeding with the restoration of the Building and the Premises in accordance with Section 6.1.5(a), Landlord shall also restore any alterations, additions or improvements within the Premises that are part of Tenant’s Property (x) which have previously been approved by Landlord in accordance with the terms and provisions of this Lease or which are existing in the Premises as of the date of this Lease, and (y) with respect to which Tenant has carried “all risk” insurance covering the loss or damage in accordance with Section 8.4 below and pays the proceeds of such insurance to Landlord upon the later to occur of:  (i) within thirty (30) days following Landlord’s written request) or (ii) upon Tenant’s actual receipt of the insurance proceeds; provided, however, that in no event shall Landlord be required to fund any insufficiency in the insurance proceeds (or equivalent amount) provided by Tenant with respect to such loss or damage (or to fund any of the costs of restoration set forth in clauses (x) and (y) above in the absence of any payment by Tenant).

6.1.6Tenant’s Termination Right based upon Delay in Substantial Completion of Restoration.  Unless such restoration is completed on or before the Outside Restoration Date, as hereinafter defined, Tenant, as its sole and exclusive remedy, shall have the right to terminate this Lease at any time after the Outside Restoration Date until the restoration is substantially completed, such termination to take effect as of the thirtieth (30th) day after the date of receipt by Landlord of Tenant’s termination notice, with the same force and effect as if such date were the date originally established as the expiration date hereof unless, within thirty (30) days after Landlord’s receipt of Tenant’s termination notice, such restoration is substantially completed, in which case Tenant’s notice of termination shall be of no force and effect and this Lease and the Lease Term shall continue in full force and effect. The “Outside Restoration Date” shall be defined as the later to occur of: (i) the last day of the Estimated Restoration Period set forth in Landlord’s Restoration Estimate, or (ii) the date nine (9) months after the Casualty or Taking in

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question, provided however, that the Outside Restoration Date shall be extended by any period of time (“Force Majeure Period”) where the delay in completion of such restoration work is due to Force Majeure, as defined hereinbelow, except that in no event shall the Force Majeure Period exceed sixty (60) days.

6.1.7Definition of Force Majeure.  When used herein, “Force Majeure” shall mean any prevention, delay or stoppage due to governmental regulation, strikes, lockouts, acts of God, acts of war, terrorists acts, civil commotions, unusual scarcity of or inability to obtain labor or materials, labor difficulties, fire or other casualty (including the time necessary to repair any damage caused thereby) or other causes reasonably beyond the control of the party whose obligations are affected by such occurrence.  For purposes of determining the Commencement Date, an event of Force Majeure that would delay anyone performing the initial build-out of the Premises shall be considered (such as, by way of example only, an extended power outage at the Building) an event of Force Majeure for the purposes hereof.

6.2Uninsured Casualty.

Notwithstanding anything to the contrary contained in this Lease, if the Building or the Premises shall be substantially damaged by fire or casualty as the result of a risk not covered by the forms of casualty insurance required to be maintained by Landlord pursuant to Section 8.12, and the Estimated Restoration Period set forth in Landlord’s Restoration Estimate exceeds ninety (90) days from the time that repair work would commence, Landlord may, at its election, terminate the Term of this Lease by notice to the Tenant given within sixty (60) days after such loss.  If Landlord shall give such notice, then this Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof. If Landlord does not so terminate this Lease, then provisions of Section 6.1 shall apply.

6.3Rights of Termination for Taking.

6.3.1Mutual Termination Right.  If the entire Building, or such portion of the Premises or the common areas of the Building or the Property as to render the balance (if reconstructed to the maximum extent practicable in the circumstances) unsuitable for Tenant’s purposes, shall be taken by condemnation or right of eminent domain (a “Taking”), Landlord or Tenant shall have the right to terminate this Lease by notice to the other of its desire to do so, provided that such notice is given not later than thirty (30) days after Tenant has been deprived of possession. If either party shall give such notice, then this Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof.

6.3.2Landlord’s Termination Right.  Further, if more than fifty percent (50%) of the Building shall be so taken that continued operation of the Building would be uneconomic as a result of the taking, and if Landlord also terminates the leases of all tenants of the Building who are similarly affected by such Taking and whose leases permit Landlord to exercise such a termination right, then Landlord shall have the right to terminate this Lease by giving notice to Tenant of Landlord’s desire to do so not later than thirty (30) days after Tenant has been deprived of possession of the Premises (or such portion thereof as may be taken). If Landlord shall give

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such notice, then this Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof.

6.3.3Landlord’s Termination Right based upon Decision of the Holder of any Mortgage or Underlying Lessor to Prohibit Use of Taking Proceeds for Restoration Purposes.  If any Holder shall prohibit Landlord from using the net Taking proceeds available for restoration of the Building (and/or the portions of the Site necessary for access to the Building), and if the cost to restore the Building or such portions of the Site as nearly as possible to substantially the same condition as existed immediately prior to the Taking exceeds Twenty-Five Thousand and 00/100 Dollars ($25,000.00), and if Landlord elects not to perform such restoration using its own funds, then Landlord shall have the right to terminate this Lease upon written notice to given by Landlord to Tenant within thirty (30) days after Landlord is informed of such decision by such Holder, provided that Landlord also terminates all other leases in the affected portion of the Building as to which Landlord also has such a termination right.  If Landlord exercises such termination right, then the term of the Lease shall terminate as of an effective date of termination set forth in Landlord’s termination notice, which effective termination date shall be not less than thirty (30) days nor more than forty-five (45) days after the date of notice of such termination.

6.3.4Landlord’s Restoration Obligations.  Should any part of the Premises be so taken or condemned during the Lease Term hereof, and should this Lease not be terminated in accordance with the foregoing provisions, Landlord agrees that after the determination of the net amount of condemnation proceeds available to Landlord, Landlord shall use due diligence to put what may remain of the Premises into proper condition for use and occupation as nearly like the condition of the Premises prior to such taking as shall be practicable (excluding Tenant’s Property).  Notwithstanding the foregoing, Landlord shall not be obligated to expend for such repair and restoration any amount in excess of the net condemnation proceeds made available to it.

6.3.5Abatement of Rent.  If the Premises shall be affected by any exercise of the power of eminent domain, then the Annual Fixed Rent, Tenant’s share of operating costs and Tenant’s share of real estate taxes shall be justly and equitably abated and reduced according to the nature and extent of the loss of use thereof suffered by Tenant; and in case of a taking which permanently reduces the Rentable Floor Area of the Premises, a just proportion of the Annual Fixed Rent, Tenant’s share of operating costs and Tenant’s share of real estate taxes shall be abated for the remainder of the Lease Term.

6.4Award.

Landlord shall have and hereby reserves to itself any and all rights to receive awards made for damages to the Premises, the Buildings, the Property and the Site and the leasehold hereby created, or any one or more of them, accruing by reason of exercise of eminent domain or by reason of anything lawfully done in pursuance of public or other authority. Tenant hereby grants, releases and assigns to Landlord all Tenant’s rights to such awards, and covenants to execute and deliver such further assignments and assurances thereof as Landlord may from time to time request.

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Nothing contained herein shall be construed to prevent Tenant from prosecuting in any condemnation proceeding a claim for the value of any of Tenant’s usual trade fixtures installed in the Premises by Tenant at Tenant’s expense and for relocation and moving expenses.

ARTICLE VII
DEFAULT

7.1Tenant’s Default.

(a)If at any time subsequent to the date of this Lease any one or more of the following events (herein sometimes called an “Event of Default”) shall occur:

(i)Tenant shall fail to pay the fixed rent, Additional Rent or other charges for which provision is made herein on or before the date on which the same become due and payable, and the same continues for ten (10) business days after receipt (as set forth in Section 9.11) of written notice by Tenant from Landlord thereof; or

(ii)Landlord having rightfully given the notice specified in subdivision (i) above twice in any period of twelve (12) consecutive calendar months, Tenant shall thereafter in the same twelve (12) month period  fail to pay the fixed rent, Additional Rent or other charges within five (5) business days after the date on which the same become due and payable; or

(iii)Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease; or

(iv)Tenant shall employ labor or contractors within the Premises that lead to disharmonious labor relations, and such failure continues for five (5) business days after receipt (as set forth in Section 9.11) of written notice by Tenant from Landlord thereof; or

(v)Tenant shall neglect or fail to perform or observe any other covenant herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after written notice to Tenant specifying such neglect or failure, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and to prosecute such remedy to completion with diligence and continuity; or

(vi)Tenant’s leasehold interest in the Premises shall be taken on execution or by other process of law directed against Tenant; or

(vii)Tenant shall make an assignment for the benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation for the relief of debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or

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(viii)A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive) then, and in any of said cases (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance).

Landlord lawfully may, immediately or at any time thereafter, and without demand or further notice terminate this Lease by notice to Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date specified therein as fully and completely as if such date were the date herein originally fixed for the expiration of the Lease Term (Tenant hereby waiving any rights of redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided.

(b)If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re- enter the Premises, in any manner permitted by law, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end.

(c)In the event that this Lease is terminated under any of the provisions contained in Section 7.1(a), Tenant covenants and agrees forthwith to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of rent and other charges reserved as they would, under the terms of this Lease, become due if this Lease had not been terminated or if Landlord had not entered or re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, and for the whole thereof, but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees and the like), and in collecting the rent in connection therewith, in the following manner:

Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses incurred in good faith, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would have fallen due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant.  Further, amounts received by Landlord from such reletting for any

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period shall be credited only against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms.

Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated or Landlord re-enters the Premises based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control within the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder.  In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the Premises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Building, (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similar office space in the Building, or (iv) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial resources or operating experience to operate the Premises in a first-class manner.

(d)(i)In the alternative, Landlord may elect, by notice given to Tenant at any time after such termination and whether or not Landlord shall have collected any damages under subsection (c) above, but as liquidated final damages and in lieu of all other damages beyond the date of such notice, to require Tenant to pay such a sum as at the time of the giving of such notice represents (x) the amount of the excess, if any, of (a) the discounted present value, at a discount rate of six percent (6%), of the total rent and other charges which would have been payable by Tenant under this Lease from the date of such notice for what would be the then unexpired Lease Term if the Lease terms had been fully complied with by Tenant over and above (b) the discounted present value, at a discount rate of six percent (6%), of the total rent and other charges that would be received by Landlord if the Premises were relet at the time of such notice for the remainder of the Lease Term at the fair market value (including provisions regarding periodic increases in rent if such are applicable) prevailing at the time of such notice as reasonably determined by Landlord, plus (y) all reasonable out-of-pocket expenses which Landlord may have incurred in good faith with respect to the collection of such damages.

(ii)For the purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding paragraph, the total rent shall be computed by assuming that Tenant’s share of excess taxes, Tenant’s share of excess operating costs and Tenant’s share of excess electrical costs would be, for the balance of the unexpired Term from the date of such notice, the amount thereof (if any) for the immediately preceding annual period payable by Tenant to Landlord.

(e)In case of any Event of Default, re-entry, dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions, abatements or free rent to the extent that Landlord considers advisable or necessary to re-let the same and (ii) may make such alterations,

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repairs and decorations in the Premises as Landlord in its sole, but good faith, judgment considers advisable or necessary for the purpose of reletting the Premises; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under re-letting.  Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease.

(f)The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be entitled lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. Further, nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above.

7.2Landlord’s Default.

(a)Landlord shall in no event be in default in the performance of any of Landlord’s obligations hereunder unless and until Landlord shall have failed to perform such obligations within thirty (30) days, or if such default is of such a character that cannot be reasonably cured within thirty (30) days then within such additional time as is reasonably required to correct any such default provided Landlord has commenced to cure such default within the thirty (30) day period and diligently pursues the same to completion, after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation.

(b)Tenant’s Limited Self-Help Right.  Subject to the foregoing, with respect to any Landlord Self-Help Defaults, as hereinafter defined, if Landlord fails to cure such Landlord Self-Help Default on or before the date thirty (30) days after Landlord’s receipt (as set forth in Section 9.11) of written notice from Tenant advising Landlord of such default and that Tenant intends to exercise its rights pursuant to this Section 7.2(b) if Landlord does not cure such default, then Tenant shall have the right to cure such Landlord Self-Help Default at Landlord’s cost.  A “Landlord’s Self-Help Default” shall be defined as failure by Landlord to perform Landlord’s obligation to clean the Premises pursuant to Exhibit C and/or to perform any of Landlord’s service, maintenance or repair obligations under the Lease within the Premises, excluding, in any event, any maintenance and repair obligations, the cure or performance of which would materially adversely affect any other tenant in the Building.

(c)The Tenant shall not assert any right to deduct the cost of repairs or any monetary claim against the Landlord from rent thereafter due and payable, but shall look solely to the Landlord for satisfaction of such claim.

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(d)In the event Landlord fails to reimburse Tenant for the cost of any such repairs within thirty (30) days after written demand therefor, then Tenant may provide notice of such failure to Landlord (“Payment Failure Notice”).  The Payment Failure Notice shall state in bold face, all capital letters at the top thereof: “WARNING:  PAYMENT FAILURE NOTICE.  IF LANDLORD FAILS TO REIMBURSE TENANT FOR THE COST OF THE HEREIN DESCRIBED REPAIRS WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, TENANT MAY HAVE OFFSET RIGHTS UNDER THE LEASE.”  If Landlord does not make the payment in question within ten (10) business days after receipt of the Payment Failure Notice, Tenant will have the right to deduct any such amounts owing from Landlord from the next installment(s) of Yearly Rent due Landlord under this Lease, provided that the amount that may be so offset against any one such installment shall not exceed ten percent (10%) of the total amount of such installment.

ARTICLE VIII
INSURANCE AND INDEMNITY

8.1Indemnity.

(a)Tenant’s Indemnity.  To the fullest extent permitted by law, Tenant waives any right to contribution against the Landlord Parties (as hereinafter defined) and agrees to indemnify and save harmless the Landlord Parties from and against all claims of whatever nature by a third party arising from or claimed to have arisen from (i) any act, omission or negligence of the Tenant Parties (as hereinafter defined); (ii) any accident, injury or damage whatsoever caused to any person, or to the property of any person, occurring in or about the Premises from the earlier of (A) the date on which any Tenant Party first enters the Premises for any reason or (B) the Commencement Date, and thereafter throughout and until the end of the Lease Term, and after the end of the Lease Term for so long after the end of the Lease Term as Tenant or anyone acting by, through or under Tenant is in occupancy of the Premises or any portion thereof; or (iii) any accident, injury or damage whatsoever occurring outside the Premises but within the Building, or on common areas within the Office Park, to the extent such accident, injury or damage results, or is claimed to have resulted, from any act, omission or negligence on the part of any of the Tenant Parties. Tenant shall pay such indemnified amounts as they are incurred by the Landlord Parties. This indemnification shall not be construed to deny or reduce any other rights or obligations of indemnity that any of the Landlord Parties may have under this Lease or the common law. Notwithstanding anything contained herein to the contrary, Tenant shall not be obligated to indemnify a Landlord Party for any claims to the extent that such Landlord Party’s damages result from such Landlord Party’s negligence or willful misconduct.

(b)Breach.  In the event that Tenant breaches any of its indemnity obligations hereunder: (i) Tenant shall pay to the Landlord Parties all liabilities, loss, cost, or out-of-pocket expense (including reasonable attorney’s fees) incurred as a result of said breach; and (ii) the Landlord Parties may deduct and offset from any amounts due to Tenant under this Lease any amounts owed by Tenant pursuant to this Section 8.1(b).

(c)No limitation.  The indemnification obligations under this Section 8.1 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Tenant or any subtenant or other occupant of the

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Premises under workers’ compensation acts, disability benefit acts, or other employee benefit acts. Tenant waives any immunity from or limitation on its indemnity or contribution liability to the Landlord Parties based upon such acts.

(d)Subtenants and other occupants.  Tenant shall require its subtenants and other occupants of the Premises to provide similar indemnities to the Landlord Parties in a form acceptable to Landlord.

(e)Survival.  The terms of this Section 8.1 shall survive any termination or expiration of this Lease.

(f)Costs.  The foregoing indemnity and hold harmless agreement shall include indemnity for all costs, expenses and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Landlord Parties in connection with any such claim or any action or proceeding brought thereon, and the defense thereof. In addition, in the event that any action or proceeding shall be brought against one or more Landlord Parties by reason of any such claim, Tenant, upon request from the Landlord Party, shall resist and defend such action or proceeding on behalf of the Landlord Party by counsel appointed by Tenant’s insurer (if such claim is covered by insurance without reservation) or otherwise by counsel reasonably satisfactory to the Landlord Party. The Landlord Parties shall not be bound by any compromise or settlement of any such claim, action or proceeding without the prior written consent of such Landlord Parties.

(g)Landlord Parties and Tenant Parties.  For the purposes of this Lease, the term “Landlord Party” or “Landlord Parties” shall mean Landlord, any affiliate of Landlord, Landlord’s managing agents for the Building, each mortgagee (if any), each ground lessor (if any), and each of their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents or representatives. For the purposes of this Lease, the term “Tenant Party” or “Tenant Parties” shall mean Tenant, any affiliate of Tenant, any permitted subtenant or any other permitted occupant of the Premises, and each of their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents, invitees or representatives.

8.2Tenant’s Risk.

Tenant agrees to use and occupy the Premises, and to use such other portions of the Building, the Site and the Office Park as Tenant is given the right to use by this Lease at Tenant’s own risk.  The Landlord Parties shall not be liable to the Tenant Parties for any damage, injury, loss, compensation, or claim (including, but not limited to, claims for the interruption of or loss to a Tenant Party’s business) based on, arising out of or resulting from any cause whatsoever, including, but not limited to, repairs to any portion of the Premises, the Building, the Property or the Office Park, any fire, robbery, theft, mysterious disappearance, or any other crime or casualty, the actions of any other tenants of the Office Park or of any other person or persons, or any leakage in any part or portion of the Premises or the Building or the Property, or from water, rain or snow that may leak into, or flow from any part of the Premises or the Building or the Property, or from drains, pipes or plumbing fixtures in the Building or the

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Property, except, subject to Section 8.12, to the extent arising from the negligence or willful misconduct of any of the Landlord Parties.  Any goods, property or personal effects stored or placed in or about the Premises shall be at the sole risk of the Tenant Party, and neither the Landlord Parties nor their insurers shall in any manner be held responsible therefor, except, subject to Section 8.12, to the extent any loss thereof or damage thereto arises from the negligence or willful misconduct of any of the Landlord Parties. The Landlord Parties shall not be responsible or liable to a Tenant Party, or to those claiming by, through or under a Tenant Party, for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connecting with the Premises or any part of the Building or otherwise. The provisions of this section shall be applicable to the fullest extent permitted by law, and until the expiration or earlier termination of the Lease Term, and during such further period as Tenant may use or be in occupancy of any part of the Premises or of the Building.

8.3Tenant’s Commercial General Liability Insurance.

Tenant agrees to maintain in full force on or before the earlier of (i) the date on which any Tenant Party first enters the Premises for any reason or (ii) the Commencement Date, and thereafter throughout and until the end of the Lease Term, and after the end of the Lease Term for so long as Tenant or anyone acting by, through or under Tenant is in occupancy of the Premises or any portion thereafter, a policy of commercial general liability insurance, on an occurrence basis, issued on a form at least as broad as Insurance Services Office (“ISO”) Commercial General Liability Coverage “occurrence” form CG 00 01 12/07 or another Commercial General Liability “occurrence” form providing equivalent coverage. Such insurance shall include contractual liability coverage. The minimum limits of liability of such insurance shall be Five Million Dollars ($5,000,000.00) per occurrence, which may be satisfied through a combination of primary and excess/umbrella insurance.  In addition, in the event Tenant hosts a function in the Premises, Tenant agrees to obtain, and cause any persons or parties providing services for such function to obtain, the appropriate insurance coverages as determined by Landlord (including liquor liability coverage, if applicable) and provide Landlord with evidence of the same. The limits of insurance required under this Lease may be obtained by using commercial umbrella insurance.

8.4Tenant’s Property Insurance.

Tenant shall maintain at all times during the Term of the Lease, and during such earlier time as Tenant may be performing work in or to the Premises or have property, fixtures, furniture, equipment, machinery, goods, supplies, wares or merchandise on the Premises, and continuing thereafter so long as Tenant is in occupancy of any part of the Premises, business interruption insurance and insurance against loss or damage covered by the so-called “all risk” type insurance coverage with respect to Tenant’s property, fixtures, furniture, equipment, machinery, goods, supplies, wares and merchandise, and all alterations, improvements and other modifications made by or on behalf of the Tenant in the Premises (except to the extent paid for by Landlord in connection with this Lease) or existing in the Premises as of the date of this Lease, and other property of Tenant located at the Premises (collectively “Tenant’s Property”). The business interruption insurance required by this Section 8.4 shall be in minimum amounts typically carried by prudent tenants engaged in similar operations, but in no event shall be in an

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amount less than the Annual Fixed Rent then in effect during any year during the Term, plus any Additional Rent due and payable for the immediately preceding year during the Term. The “all risk” insurance required by this section shall be in an amount at least equal to the full replacement cost of Tenant’s Property. In addition, during such time as Tenant is performing work in or to the Premises, Tenant, at Tenant’s expense, shall also maintain, or shall cause its contractor(s) to maintain, builder’s risk insurance for the full insurable value of such work. Landlord and such additional persons or entities as Landlord may reasonably request shall be named as loss payees, as their interests may appear, on the policy or policies required by this Lease. In the event of loss or damage covered by the “all risk” insurance required by this Lease, the responsibilities for repairing or restoring the loss or damage shall be determined in accordance with Article VI. To the extent that Landlord is obligated to pay for the repair or restoration of the loss or damage covered by the policy, Landlord shall be paid the proceeds of the “all risk” insurance covering the loss or damage. To the extent Tenant is obligated to pay for the repair or restoration of the loss or damage, covered by the policy, Tenant shall be paid the proceeds of the “all risk” insurance covering the loss or damage. If both Landlord and Tenant are obligated to pay for the repair or restoration of the loss or damage covered by the policy, the insurance proceeds shall be paid to each of them in the pro rata proportion of their obligations to repair or restore the loss or damage. If the loss or damage is not repaired or restored (for example, if the Lease is terminated pursuant to Article VI), the insurance proceeds shall be paid to Landlord and Tenant in the pro rata proportion of their relative contributions to the cost of the leasehold improvements covered by the policy.

8.5Tenant’s Other Insurance.

Tenant agrees to maintain in full force on or before the earlier of (i) the date on which any Tenant Party first enters the Premises for any reason or (ii) the Commencement Date, and thereafter throughout the end of the Term, and after the end of the Term for so long after the end of the Term as Tenant or anyone acting by, through or under Tenant is in occupancy of the Premises or any portion thereafter, (1) comprehensive automobile liability insurance (covering any automobiles owned or operated by Tenant at the Site) issued on a form at least as broad as ISO Business Auto Coverage form CA 00 01 07 97 or other form providing equivalent coverage; (2) worker’s compensation insurance or participation in a monopolistic state workers’ compensation fund; and (3) employer’s liability insurance or (in a monopolistic state) Stop Gap Liability insurance. Such automobile liability insurance shall be in an amount not less than One Million Dollars ($1,000,000) for each accident. Such worker’s compensation insurance shall carry minimum limits as defined by the law of the jurisdiction in which the Premises are located (as the same may be amended from time to time). Such employer’s liability insurance shall be in an amount not less than One Million Dollars ($1,000,000) for each accident, One Million Dollars ($1,000,000) disease-policy limit, and One Million Dollars ($1,000,000) disease-each employee.

8.6Requirements for Tenant’s Insurance.

All insurance required to be maintained by Tenant pursuant to this Lease shall be maintained with responsible companies that are admitted to do business, and are in good standing in the Commonwealth of Massachusetts and that have a rating of at least “A-” and are within a financial size category of not less than “Class VIII” in the most current Best’s Key Rating Guide or such similar rating as may be reasonably selected by Landlord. All such

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insurance shall: (1) be reasonably acceptable in form and content to Landlord; (2) be primary and noncontributory (including all primary and excess/umbrella policies); and (3) contain an endorsement prohibiting cancellation, failure to renew, reduction of amount of insurance, or change in coverage without the insurer first giving Landlord thirty (30) days’ prior written notice (by certified or registered mail, return receipt requested, or by fax or email) of such proposed action.  No such policy shall contain any deductible or self-insured retention greater than Twenty-Five Thousand and 00/100 Dollars ($25,000.00) with respect to liability insurance or One Hundred Thousand Dollars ($100,000.00) with respect to property insurance.  Any deductibles and such self-insured retentions shall be deemed to be “insurance” for purposes of the waiver in Section 8.13 below. Landlord reserves the right from time to time to require Tenant to obtain higher minimum amounts of insurance based on such limits as are customarily carried with respect to similar uses in similar properties in the area in which the Premises are located. The minimum amounts of insurance required by this Lease shall not be reduced by the payment of claims or for any other reason. In the event Tenant shall fail to obtain or maintain any insurance meeting the requirements of this Article, or to deliver such policies or certificates as required by this Article, Landlord may, at its option, on five (5) days notice to Tenant, procure such policies for the account of Tenant, and the cost thereof shall be paid to Landlord within five (5) days after delivery to Tenant of bills therefor.

8.7Additional Insureds.

To the fullest extent permitted by law, the commercial general liability and auto insurance carried by Tenant pursuant to this Lease, and any additional liability insurance carried by Tenant pursuant to Section 8.5 of this Lease or any other provision of this Lease, shall name Landlord, Landlord’s managing agent, and such other persons as Landlord may reasonably request from time to time as additional insureds with respect to liability arising out of or related to this Lease or the operations of Tenant (collectively “Additional Insureds”). Such insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s managing agent, or other Additional Insureds. Such insurance shall also waive any right of subrogation against each Additional Insured. For the avoidance of doubt, each primary policy and each excess/umbrella policy through which Tenant satisfies its obligations under this Section 8.7 must provide coverage to the Additional Insureds that is primary and non-contributory.

8.8Certificates of Insurance.

On or before the earlier of (i) the date on which any Tenant Party first enters the Premises for any reason or (ii) the Commencement Date, Tenant shall furnish Landlord with certificates evidencing the insurance coverage required by this Lease, and renewal certificates shall be furnished to Landlord at least annually thereafter, and at least thirty (30) days prior to the expiration date of each policy for which a certificate was furnished (acceptable forms of such certificates for liability and property insurance, respectively, as of the date hereof, are attached as Exhibit I, however, other forms of certificates may satisfy the requirements of this Section 8.8). Upon request by Landlord, a true and complete copy of any insurance policy required by this Lease shall be delivered to Landlord within ten (10) days following Landlord’s request.

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8.9Subtenants and Other Occupants.

Tenant shall require its subtenants and other occupants of the Premises to provide written documentation evidencing the obligation of such subtenant or other occupant to indemnify the Landlord Parties to the same extent that Tenant is required to indemnify the Landlord Parties pursuant to Section 8.1 above, and to maintain insurance that meets the requirements of this Article, and otherwise to comply with the requirements of this Article. Tenant shall require all such subtenants and occupants to supply certificates of insurance evidencing that the insurance requirements of this Article have been met and shall forward such certificates to Landlord upon Landlord’s written request therefor.

8.10No Violation of Building Policies.

Tenant shall not knowingly commit or permit any violation of the policies of fire, boiler, sprinkler, water damage or other insurance covering the Property and/or the fixtures, equipment and property therein carried by Landlord, or knowingly do or permit anything to be done, or keep or permit anything to be kept, in the Premises, which in case of any of the foregoing (i) would result in termination of any such policies, (ii) would materially and adversely affect Landlord’s right of recovery under any of such policies, or (iii) would result in reputable and independent insurance companies refusing to insure the Property or the property of Landlord in amounts reasonably satisfactory to Landlord.

8.11Tenant to Pay Premium Increases.

If, because of anything done, caused or permitted to be done, or omitted by Tenant (or its subtenant or other occupants of the Premises), the rates for liability, fire, boiler, sprinkler, water damage or other insurance on the Office Park or on the Property and equipment of Landlord or any other tenant or subtenant in the Building shall be higher than they otherwise would be, Tenant shall reimburse Landlord for the additional insurance premiums thereafter paid by Landlord which shall have been charged because of the aforesaid reasons, such reimbursement to be made from time to time on Landlord’s demand.  Landlord agrees, however, that the use of the Premises for uses which are found in typical executive business offices shall not be deemed to require Tenant to make any payment of additional insurance premiums pursuant to this Section 8.11 (the parties hereby agreeing that this sentence is intended to relieve Tenant of its obligation, under this Section 8.11, to reimburse Landlord for additional insurance premiums based upon the type of use, rather than the actual manner of use, of the Premises).

8.12Landlord’s Insurance and Indemnity.

(a)Required insurance.  Landlord shall maintain insurance against loss or damage with respect to the Building on an “all risk” type insurance form, with customary exceptions, subject to such deductibles and self insured retentions as Landlord may determine, in an amount equal to at least the replacement value of the Building. Landlord shall also maintain such insurance with respect to any improvements, alterations, and fixtures of Tenant located at the Premises to the extent paid for by Landlord. The cost of such insurance shall be treated as a part of Landlord’s Operating Expenses. Such insurance shall be maintained with an insurance company selected by Landlord. Payment for losses thereunder shall be made solely to Landlord.

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(b)Optional insurance.  Landlord may maintain such additional insurance with respect to the Building and the Property, including, without limitation, earthquake insurance, terrorism insurance, flood insurance, liability insurance and/or rent insurance, as Landlord may in its commercially reasonable discretion elect. Landlord may also maintain such other insurance as may from time to time be required by the holder of any mortgage on the Building or Property. The cost of all such additional insurance shall also be part of the Landlord’s Operating Expenses.

(c)Blanket and self-insurance.  The provisions of this Section 8.12(c) shall be in force and effect only so long as the holder of Landlord’s interest is an entity affiliated with Boston Properties Limited Partnership.  Any or all of Landlord’s insurance may be provided by blanket coverage maintained by Landlord or any affiliate of Landlord under its insurance program for its portfolio of properties, or by Landlord or any affiliate of Landlord under a program of self-insurance (any such coverages or insurance programs being referred to herein as “Landlord Self-Insurance”), and in such event Landlord’s Operating Expenses shall, subject to the next following sentence, include the portion of the cost of blanket insurance or self-insurance that is allocated to the Building.  Landlord hereby agrees, however, that: (i) where Landlord Self-Insurance covers risks which can be insured under insurance policies which are then generally available, the cost included in Landlord’s Operating Expenses on account of such Landlord Self-Insurance shall not exceed competitive rates, and (ii) where Landlord Self-Insurance covers risks which cannot be insured under insurance policies which are then generally available, then cost included in Landlord’s Operating Expenses on account of such Landlord Self-Insurance shall be a reasonable cost.

(d)No obligation.  Landlord shall not be obligated to insure, and shall not assume any liability of risk of loss for, Tenant’s Property, including any such property or work of Tenant’s subtenants or occupants. Landlord will also have no obligation to carry insurance against, nor be responsible for, any loss suffered by Tenant, subtenants or other occupants due to interruption of Tenant’s or any subtenant’s or occupant’s business.

(e)Standards Applicable to Landlord’s Insurers.  Except for insurance coverage which Landlord elects, pursuant to Section 8.12(c), to maintain by blanket coverage or by self-insurance, any insurance required to be maintained by Landlord pursuant to this Lease shall be maintained with responsible companies that are admitted to do business, and are in good standing in the Commonwealth of Massachusetts and that have a rating of at least “A-” and are within a financial size category of not less than “Class VIII” in the most current Best’s Key Rating Guide or such similar rating.

(f)Landlord’s Indemnity.  Subject to the limitations in Section 9.3.2 and in Section 8.2 and Section 8.13 of this Article, Landlord agrees to indemnify and save harmless Tenant from and against any claim by a third party arising from any injury to any person, to the extent not resulting from any act, omission, fault, negligence or misconduct of Tenant or its contractors, licensees, invitees, agents, servants or employees occurring in the Premises or in the Office Park after the date that possession of the Premises is first delivered to Tenant and until the expiration or earlier termination of the Lease Term, to the extent such injury results from the negligence or willful misconduct of Landlord or Landlord’s employees; provided, however, that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or

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damage to fixtures, personal property or other property of Tenant, and Landlord shall in no event be liable for any indirect or consequential damages.  Tenant shall provide notice of any such third party claim to Landlord as soon as practicable.  The foregoing indemnity and hold harmless agreement shall include indemnity for all costs, expenses and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Tenant in connection with any such claim or any action or proceeding brought thereon, and the defense thereof.  In addition, in the event that any action or proceeding shall be brought against Tenant by reason of any such claim, Landlord, upon request from Tenant, shall resist and defend such action or proceeding on behalf of Tenant by counsel appointed by Landlord’s insurer (if such claim is covered by insurance without reservation) or otherwise by counsel reasonably satisfactory to Tenant. Tenant shall not be bound by any compromise or settlement of any such claim, action or proceeding without the prior written consent of Tenant.

8.13Waiver of Subrogation.

To the fullest extent permitted by law, the parties hereto waive and release any and all rights of recovery against the other, and agree not to seek to recover from the other or to make any claim against the other, and in the case of Landlord, against all Tenant Parties, and in the case of Tenant, against all Landlord Parties, for any loss or damage incurred by the waiving/releasing party to the extent such loss or damage: (i) is insured under any insurance policy required by this Lease, or (ii) which would have been so insured had the party carried the insurance it was required to carry hereunder.  Tenant shall obtain from its subtenants and other occupants of the Premises a similar waiver and release of claims against any or all of Tenant or Landlord. In addition, the parties hereto (and in the case of Tenant, its subtenants and other occupants of the Premises) shall procure an appropriate clause in, or endorsement on, any insurance policy required by this Lease pursuant to which the insurance company waives subrogation. The insurance policies required by this Lease shall contain no provision that would invalidate or restrict the parties’ waiver and release of the rights of recovery in this section. The parties hereto covenant that no insurer shall hold any right of subrogation against the parties hereto by virtue of such insurance policy.

8.14Tenant’s Work.

During such times as Tenant is performing work or having work or services performed in or to the Premises, Tenant shall require its contractors, and their subcontractors of all tiers, to obtain and maintain commercial general liability, automobile, workers compensation, employer’s liability, builder’s risk, and equipment/property insurance in such amounts and on such terms as are customarily required of such contractors and subcontractors on similar projects. The amounts and terms of all such insurance are subject to Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. The commercial general liability and auto insurance carried by Tenant’s contractors and their subcontractors of all tiers pursuant to this Section 8.14 shall include Landlord, Landlord’s managing agent, and such other persons as Landlord may reasonably request from time to time as additional insureds with respect to liability arising out of or related to their work or services (collectively “Additional Insureds”). Such insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s managing agent, or other Additional Insureds. Such insurance shall also waive any right of subrogation against each Additional

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Insured. Tenant shall obtain and submit to Landlord, prior to the earlier of (i) the entry onto the Premises by such contractors or subcontractors or (ii) commencement of the work or services, certificates of insurance evidencing compliance with the requirements of this Section 8.14.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1Waiver.

No waiver by Landlord of any condition of this Lease, nor any failure by Tenant to deliver any security deposit, letter of credit, pre-paid rent, financial information, guaranty or other item required upon the execution and delivery of this Lease, shall be construed as excusing satisfaction of any such condition or the delivery of any such item by Tenant, and Landlord reserves the right to declare the failure of Tenant to satisfy any such condition or deliver any such item an Event of Default under this Lease. Further, no waiver at any time of any of the provisions hereof by Landlord or Tenant shall be construed as a waiver of any of the other provisions hereof, and a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval of Landlord or Tenant to or of any action by the other requiring such consent or approval shall not be construed to waive or render unnecessary Landlord’s or Tenant’s consent or approval to or of subsequent similar act by the other.

No payment by either party, or acceptance by the other, of a lesser amount than shall be due shall be treated otherwise than as a payment on account. The acceptance by either party of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full, shall be given no effect, and such check may be accepted without prejudice to any other rights or remedies which the payee may have.

9.2Cumulative Remedies.

Except as expressly provided in this Lease, the specific remedies to which either party may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which such party may be lawfully entitled in case of any breach by the other party of any provisions of this Lease.  In addition to the other remedies provided in this Lease, each party shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to a decree compelling specific performance of any such covenants, conditions or provisions.

9.3Quiet Enjoyment.

9.3.1This Lease is subject and subordinate to all matters of record.  Landlord hereby represents to Tenant that, as of the Execution Date of this Lease, there are no matters of record which will prohibit or materially restrict or impair Tenant’s use of the Premises and common areas for the Permitted Use, and general business offices as and to the extent contemplated by this Lease.  Landlord agrees that, so long as no Event of Default exists and is continuing on the part of Tenant, Tenant shall lawfully, peaceably and quietly have, hold, occupy

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and enjoy the Premises during the Term (exclusive of any period during which Tenant is holding over after the expiration or termination of this Lease without the consent of Landlord), without hindrance or ejection by any persons claiming by, through or under Landlord, subject, however, to the terms of this Lease; the foregoing covenant of quiet enjoyment is in lieu of any other covenant, express or implied; and it is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and Landlord’s successors, including ground or master lessees, only with respect to breaches occurring during Landlord’s or Landlord’s successors’ respective ownership of Landlord’s interest hereunder, as the case may be.

9.3.2Further, Tenant specifically agrees to look solely to Landlord’s then equity interest in the Office Park at the time owned, including the undistributed rents, profits or proceeds thereof, or in which Landlord holds an interest as ground lessee, for recovery of any judgment from Landlord; it being specifically agreed that neither Landlord (original or successor), nor any beneficiary of any trust of which any person holding Landlord’s interest is trustee, nor any member, manager, partner, director or stockholder, nor Landlord’s managing agent, shall ever be personally liable for any such judgment, or for the payment of any monetary obligation to Tenant. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord’s successors in interest, or any action not involving the personal liability of Landlord (original or successor), any successor trustee to the persons named herein as Landlord, or any beneficiary of any trust of which any person holding Landlord’s interest is trustee, or of any manager, member, partner, director or stockholder of Landlord or of Landlord’s managing agent to respond in monetary damages from Landlord’s assets other than Landlord’s equity interest aforesaid in the Building, but in no event shall Tenant have the right to terminate or cancel this Lease or to withhold rent or to set-off any claim or damages against rent as a result of any default by Landlord or breach by Landlord of its covenants or any warranties or promises hereunder, except in the case of a wrongful eviction of Tenant from the demised premises (constructive or actual) by Landlord continuing after notice to Landlord thereof and a reasonable opportunity for Landlord to cure the same.

9.3.3Notwithstanding anything contained herein to the contrary, in no event shall: (i) Landlord or the Landlord Parties ever be liable to Tenant for any indirect, incidental, punitive or consequential damages or loss of profits or the like, or (ii) Tenant or the Tenant Parties ever be liable to Landlord for any indirect, incidental, punitive or consequential damages or loss of profits or the like, provided however, that nothing in this Section 9.3.3(ii) shall affect or limit any damages, liability or obligations which Tenant has based upon any breach by Tenant of its obligations under Section 9.17 of the Lease.

9.3.4In the event that either party shall be determined to have acted unreasonably in withholding any consent or approval under this Lease, the sole recourse and remedy of the other party in respect thereof shall be to specifically enforce the approving party’s obligation to grant such consent or approval, and in no event shall the approving party be responsible for any damages of whatever nature in respect of its failure to give such consent or approval nor shall the same otherwise affect the obligations of the other under this Lease or act as any termination of this Lease.

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9.4Notice to Mortgagee and Ground Lessor.

After receiving written notice from any person, firm or other entity that it holds a mortgage which includes the Premises as part of the mortgaged premises, or that it is the ground lessor under a lease with Landlord, as ground lessee, which includes the Premises as a part of the demised premises, no notice from Tenant to Landlord claiming a default by Landlord shall be effective against such holder or ground lessor unless and until a copy of the same is given to such holder or ground lessor, and, with respect to defaults of Landlord which may be the basis for Tenant to terminate this Lease, the curing of any of Landlord’s defaults by such holder or ground lessor within the cure periods afforded to Landlord hereunder (except that such cure period shall be extended for an additional ninety (90) days if such mortgagee or ground lessor elects to obtain possession) shall be treated as performance by Landlord. For the purposes of this Section 9.4 or Section 9.14, the term “mortgage” includes a mortgage on a leasehold interest of Landlord (but not one on Tenant’s leasehold interest). If any mortgage is listed on Exhibit J, then the same shall constitute notice from the holder of such mortgage for the purposes of this Section 9.4. Further no Annual Fixed Rent or Additional Rent may be paid by Tenant more than thirty (30) days in advance except with the prior written consent of all holder(s) of such mortgages and ground leases, and any such payment without such consent shall not be binding on such holder(s).

9.5Assignment of Rents.

With reference to any assignment by Landlord of Landlord’s interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to the holder of a mortgage or ground lease on property which includes the Premises, Tenant agrees:

(a)That the execution thereof by Landlord, and the mere acceptance thereof by the holder of such mortgage or the ground lessor, shall never be treated as an assumption by such holder or ground lessor of any of the obligations of Landlord hereunder, unless such holder, or ground lessor, shall take possession of, or title to, the Building or, by notice sent to Tenant, specifically otherwise elect; and

(b)That, except as aforesaid, such holder or ground lessor shall be treated as having assumed Landlord’s obligations hereunder only upon foreclosure of such holder’s mortgage or the taking of possession of the Building, or, in the case of a ground lessor, the assumption of Landlord’s position hereunder by such ground lessor.

In no event shall the acquisition of title to the Building and the land on which the same is located by a purchaser which, simultaneously therewith, leases the entire Building or such land back to the seller thereof be treated as an assumption by such purchaser-lessor, by operation of law or otherwise, of Landlord’s obligations hereunder, but Tenant shall look solely to such seller-lessee, and its successors from time to time in title, for performance of Landlord’s obligations hereunder subject to the provisions of Section 9.3 hereof. In any such event, this Lease shall be subject and subordinate to the lease to such purchaser provided that such purchaser agrees to recognize the right of Tenant to use and occupy the Premises while no Event of Default by Tenant continues uncured, and provided that Tenant agrees to attorn to such purchaser. For all purposes, such seller-lessee, and its successors in title, shall be the landlord hereunder unless and until Landlord’s position shall have been assumed by such purchaser-lessor.

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9.6Surrender.

No act or thing done by Landlord during the Lease Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid, unless in writing signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises prior to the termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of the Lease or a surrender of the Premises.

9.7Brokerage.

(A)Tenant warrants and represents that Tenant has not dealt with any broker in connection with the consummation of this Lease other than the broker, person or firm, if any, designated in Section 1.1 hereof; and in the event any claim is made against the Landlord based upon actual dealings by Tenant with brokers other than the Broker designated in Section 1.1 hereof, Tenant shall defend the claim against Landlord with counsel of Tenant’s selection first approved by Landlord (which approval will not be unreasonably withheld) and save harmless and indemnify Landlord on account of loss, cost or damage which may arise by reason of such claim.

(B)Landlord warrants and represents that Landlord has not dealt with any broker in connection with the consummation of this Lease other than the broker, person or firm, if any, designated in Section 1.1 hereof; and in the event any claim is made against the Tenant based upon actual dealings by Landlord with brokers other than the Broker designated in Section 1.1 hereof, Landlord shall defend the claim against Tenant with counsel of Landlord’s selection first approved by Tenant (which approval will not be unreasonably withheld) and save harmless and indemnify Tenant on account of loss, cost or damage which may arise by reason of such claim. Landlord agrees that it shall be solely responsible for the payment of brokerage commissions to the Broker for the Original Term of this Lease, if any, designated in Section 1.1 hereof pursuant to a separate agreement between Landlord and the Broker.

9.8Invalidity of Particular Provisions.

If any term or provision of this Lease, including but not limited to any waiver of contribution or claims, indemnity, obligation, or limitation of liability or of damages, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

9.9Provisions Binding, Etc.

The obligations of this Lease shall run with the land, and except as herein otherwise provided, the terms hereof shall be binding upon and shall inure to the benefit of the successors and assigns, respectively, of Landlord and Tenant and, if Tenant shall be an individual, upon and to his heirs, executors, administrators, successors and assigns. Each term and each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition.

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The reference contained to successors and assigns of Tenant is not intended to constitute a consent to subletting or assignment by Tenant.

9.10Recording; Confidentiality.

Tenant agrees not to record the within Lease, but each party hereto agrees, on the request of the other, to execute a so-called Notice of Lease or short form lease in form recordable and complying with applicable law and reasonably satisfactory to both Landlord’s and Tenant’s attorneys. In no event shall such document set forth rent or other charges payable by Tenant under this Lease; and any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease, and is not intended to vary the terms and conditions of this Lease.

Each party agrees that this Lease and the terms contained herein will be treated as strictly confidential and, except: (i) as required by law, court order, order of governmental authority, (ii) in connection with any dispute resolution proceeding between the parties, or (iii) with the written consent of the other party, neither party shall not disclose the same to any third party except for such party’s partners, investors, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.  In the event either party is required or permitted to provide this Lease or disclose any of its terms, such party shall give the other party prompt notice of such requirement prior to making disclosure so that the other party may seek an appropriate protective order or attempt to take other action to prevent such disclosure.  If a party fails to obtain the entry of a protective order or other means of preventing disclosure, and therefore the other party is compelled or permitted to make disclosure, the disclosing party shall only disclose portions of the Lease which the disclosing party is required or obligated to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the information so disclosed.

9.11Notices.

Whenever, by the terms of this Lease, notice shall or may be given either to Landlord or to Tenant, such notice shall be in writing and shall be sent by overnight commercial courier or by registered or certified mail postage or delivery charges prepaid, as the case may be:

If intended for Landlord, addressed to Landlord at the address set forth in Article I of this Lease (or to such other address or addresses as may from time to time hereafter be designated by Landlord by like notice) with a copy to Landlord, Attention: Regional General Counsel.

If intended for Tenant, addressed to Tenant at the address set forth in Article I of this Lease except that from and after the Commencement Date the address of Tenant shall be the Premises (or to such other address or addresses as may from time to time hereafter be designated by Tenant by like notice).

Except as otherwise provided herein, all such notices shall be effective when received; provided, that (i) if receipt is refused, notice shall be effective upon the first occasion that such receipt is refused, (ii) if the notice is unable to be delivered due to a change of address of which no notice was given, notice shall be effective upon the date such delivery was attempted, (iii) if the notice address is a post office box number, notice shall be effective the day after such notice

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is sent as provided hereinabove or (iv) if the notice is to a foreign address, notice shall be effective two (2) business days after such notice is sent as provided hereinabove.

Where provision is made for the attention of an individual or department, the notice shall be effective only if the wrapper in which such notice is sent is addressed to the attention of such individual or department.

Any notice given by an attorney on behalf of Landlord or by Landlord’s managing agent shall be considered as given by Landlord and shall be fully effective. Any notice given by an attorney on behalf of Tenant shall be considered as given by Tenant and shall be fully effective.

Time is of the essence with respect to any and all notices and periods for giving notice or taking any action thereto under this Lease.

9.12When Lease Becomes Binding and Authority.

Employees or agents of Landlord have no authority to make or agree to make a lease or any other agreement or undertaking in connection herewith. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Premises, and this document shall become effective and binding only upon the execution and delivery hereof by both Landlord and Tenant. All negotiations, considerations, representations and understandings between Landlord and Tenant are incorporated herein and may be modified or altered only by written agreement between Landlord and Tenant, and no act or omission of any employee or agent of Landlord shall alter, change or modify any of the provisions hereof. Landlord and Tenant hereby represents and warrants to the other that all necessary action has been taken to enter this Lease and that the person signing this Lease on behalf of Landlord and Tenant has been duly authorized to do so.

9.13Section Headings.

The titles of the Articles throughout this Lease are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Lease.

9.14Rights of Mortgagee.

Landlord represents and warrants to Tenant that, as of the Execution Date of this Lease, no mortgage, deed of trust or ground lease encumbers or affects the Property.  This Lease shall be subject and subordinate to the lien of any mortgage now or hereafter on the Site or the Building, or both, and to each advance made or hereafter to be made under any mortgage, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor provided, however, and notwithstanding anything to the contrary contained in this Lease, that as a condition precedent to Tenant’s agreement to subordinate this Lease to mortgages hereafter placed on the Site or the Building or both, the holder of any such mortgage shall enter into with Tenant a non-disturbance agreement in which such holder agrees, subject to commercially reasonable limitations, to recognize the rights of Tenant under this Lease (including, without limitation, the right to use and occupy the Premises) so long as no Event of Default continues uncured hereunder. In confirmation of such subordination and recognition,

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Tenant shall execute and deliver promptly such instruments of subordination and recognition as such mortgagee may reasonably request subject to receipt of such instruments of recognition from such mortgagee as Tenant may reasonably request. In the event that any mortgagee or its respective successor in title shall succeed to the interest of Landlord, then, this Lease shall nevertheless continue in full force and effect and Tenant shall and does hereby agree to attorn to such mortgagee or successor and to recognize such mortgagee or successor as its landlord. If any holder of a mortgage which includes the Premises, executed and recorded prior to the date of this Lease, shall so elect, this Lease and the rights of Tenant hereunder, shall be superior in right to the rights of such holder, with the same force and effect as if this Lease had been executed, delivered and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. The election of any such holder shall become effective upon either notice from such holder to Tenant in the same fashion as notices from Landlord to Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument in which such holder subordinates its rights under such mortgage to this Lease.

9.15Status Reports and Financial Statements.

9.15.1Status Reports.  Recognizing that each party may find it necessary to establish to third parties, such as accountants, banks, potential or existing mortgagees or potential purchasers or the like, the then current status of performance hereunder, each party, on the request of the other made from time to time, but no more than twice in any calendar year, will promptly furnish to the requesting party, or in the case of Landlord, to any existing or potential holder of any mortgage encumbering the Premises, the Building, the Site and/or the Property or any potential purchaser of the Premises, the Building, the Site and/or the Property, (each an “Interested Party”), a statement, to the best knowledge of the party giving the same, of the status of any matter pertaining to this Lease, including, without limitation, acknowledgments that (or the extent to which) each party is in compliance with its obligations under the terms of this Lease.

9.15.2Financial Statements.  Tenant shall deliver to Landlord, or any Interested Party designated by Landlord, the Financial Statements, as hereinafter defined, of Tenant and any guarantor of Tenant’s obligations under this Lease, as reasonably requested by Landlord, including, but not limited to Financial Statements for the past three (3) years prior to Landlord’s request; provided however, that: (i) Tenant shall not be required to provide to Landlord any Financial Statement which it has previously provided to Landlord, (ii) no entity which is publicly traded on a national stock exchange shall be required to provide financial statements to Landlord, and (iii) no entity shall be required to provide financial statements to Landlord if its Financial Statements are available to the general public on its website.  “Financial Statements” shall be defined as the most current financial statements of the entity in question which are available at the time of request by Landlord (which statements shall be audited statements, if audited statements are available).  Notwithstanding the foregoing: (i) in no event shall Landlord request such statements more often than one (1) time per calendar year, unless such statements are requested by Landlord in connection with a sale or financing of the Property or an Event of Default by Tenant.  Any non-public financial statements shall be treated as confidential and may be disclosed only (a) as required by administrative, judicial or governmental order or decree, (b) to prospective purchasers and lenders (and their respective accounting, financial and legal advisors) subject to the aforesaid requirements of confidentiality, (c) as may be required by Legal

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Requirements, or (d) in connection with any litigation between parties.  Any such status statement or financial statement delivered by either party pursuant to this Section 9.15 may be relied upon by any Interested Party.

9.16Self-Help.

If Tenant shall at any time default beyond applicable notice and cure periods in the performance of any obligation under this Lease (although notice and cure shall not be required either in an emergency or where Tenant has alleged in written notice to Landlord that an unsafe or dangerous condition exists), Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act. All reasonable costs and expenses paid by Landlord (together with interest at the rate of two and one-half percentage points over the then prevailing prime rate in Boston as set by Bank of America, N.A., or its successor (but in no event greater than the maximum rate permitted by applicable law) in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord within fifteen (15) days of Landlord’s written demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease.

9.17Holding Over.

Any holding over by Tenant after the expiration of the term of this Lease shall be treated as a tenancy at sufferance and shall be on the terms and conditions as set forth in this Lease, as far as applicable except that Tenant shall pay as a use and occupancy charge an amount equal to (i) 150% of the greater of (x) the Annual Fixed Rent and Additional Rent calculated (on a daily basis) at the highest rate payable under the terms of this Lease, and (y) the fair market rental value of the Premises, for the period measured from the day on which Tenant’s hold-over commences through and until the earlier of (a) the thirtieth (30th) day thereafter and (b) the day on which Tenant vacates the Premises; and (ii) if such hold-over continues beyond such thirty (30)-day period, 200% of the greater of (x) the Annual Fixed Rent and Additional Rent, calculated in the same manner as provided in clause (i) above, and (y) the fair market rental value of the Premises, for the period measured from the thirty first (31st) day after such hold-over commences through and until the day on which Tenant vacates the Premises.  In addition, Tenant shall save Landlord, its agents and employees harmless and will exonerate, defend and indemnify Landlord, its agents and employees from and against any and all damages which Landlord may suffer on account of Tenant’s hold-over in the Premises after the expiration or prior termination of the term of this Lease. Nothing in the foregoing nor any other term or provision of this Lease shall be deemed to permit Tenant to retain possession of the Premises or hold over in the Premises after the expiration or earlier termination of the Lease Term. All property which remains in the Building or the Premises after the expiration or termination of this Lease shall be conclusively deemed to be abandoned and may either be retained by Landlord as its property or sold or otherwise disposed of in such manner as Landlord may see fit. If any part thereof shall be sold, then Landlord may receive the proceeds of such sale and apply the same, at its option against the expenses of the sale, the cost of moving and storage, any arrears of rent or

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other charges payable hereunder by Tenant to Landlord and any damages to which Landlord may be entitled under this Lease and at law and in equity.

9.18Late Payment.

If Landlord shall not have received any payment or installment of Annual Fixed Rent or Additional Rent (the “Outstanding Amount”) on or before the date on which the same first becomes payable under this Lease (the “Due Date”), the amount of such payment or installment shall incur a late charge equal to the sum of: (a) five percent (5%) of the Outstanding Amount for administration and bookkeeping costs associated with the late payment and (b) interest on the Outstanding Amount from the Due Date through and including the date such payment or installment is received by Landlord, at a rate equal to the lesser of (i) the rate announced by Bank of America, N.A. (or its successor) from time to time as its prime or base rate (or if such rate is no longer available, a comparable rate reasonably selected by Landlord), plus two percent (2%), or (ii) the maximum applicable legal rate, if any. Such interest shall be deemed Additional Rent and shall be paid by Tenant to Landlord within thirty (30) days after demand by Landlord therefor.  Landlord agrees to waive the late charges due hereunder for the first late payment by Tenant under this Lease per calendar year, provided that Landlord receives such payment from Tenant within five (5) business days after written notice that the same is overdue (provided further that if such payment is not received within the aforesaid five (5) business day period, interest on the Outstanding Amount will accrue as of the original Due Date). Any other late payments during that same calendar year shall be subject to the imposition of the late charge immediately following the Due Date as set forth above.

9.19Tenant’s Payments.

Each and every payment and expenditure, other than Annual Fixed Rent, shall be deemed to be Additional Rent or additional rent hereunder, whether or not the provisions requiring payment of such amounts specifically so state, and shall be payable, unless otherwise provided in this Lease, within thirty (30) days after written demand by Landlord, and in the case of the non-payment of any such amount, Landlord shall have, in addition to all of its other rights and remedies, all the rights and remedies available to Landlord hereunder or by law in the case of non-payment of Annual Fixed Rent. Unless expressly otherwise provided in this Lease, the performance and observance by Tenant of all the terms, covenants and conditions of this Lease to be performed and observed by Tenant shall be at Tenant’s sole cost and expense.  Except with respect to items that are subject to Tenant’s audit rights under Section 2.6.1 above, if Tenant has not objected to any statement of Additional Rent which is rendered by Landlord to Tenant within one hundred eighty (180) days after Landlord has rendered the same to Tenant, then the same shall be deemed to be a final account between Landlord and Tenant not subject to any further dispute. Notwithstanding anything in this Lease to the contrary, if Landlord or any affiliate of Landlord has elected to qualify as a real estate investment trust (“REIT”), any service required or permitted to be performed by Landlord pursuant to this Lease, the charge or cost of which may be treated as impermissible tenant service income under the laws governing a REIT, may be performed by a taxable REIT subsidiary that is affiliated with either Landlord or Landlord’s property manager, an independent contractor of Landlord or Landlord’s property manager (the “Service Provider”). If Tenant is subject to a charge under this Lease for any such service, then, at Landlord’s direction, Tenant will pay such charge either to Landlord for further payment to the

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Service Provider or directly to the Service Provider, and, in either case, (i) Landlord will credit such payment against Additional Rent due from Tenant under this Lease for such service, and (ii) such payment to the Service Provider will not relieve Landlord from any obligation under the Lease concerning the provisions of such service.

9.20Waiver of Trial By Jury.

To induce the other party to enter into this Lease, each party hereby waives any right to trial by jury in any action, proceeding or counterclaim brought by either Landlord or Tenant on any matters whatsoever arising out of or any way connected with this Lease, the relationship of the Landlord and the Tenant, the Tenant’s use or occupancy of the Premises and/or any claim of injury or damage, including but not limited to, any summary process eviction action.

9.21Governing Law.

This Lease shall be governed exclusively by the provisions hereof and by the law of the Commonwealth of Massachusetts, as the same may from time to time exist.

9.22Light and Air.

Tenant agrees that no diminution of light, air or view by any structure (inside or outside the Building) which may hereafter be erected or modified (whether or not by Landlord) shall entitle Tenant to any reduction of rent hereunder, result in any liability of Landlord to Tenant, or in any other way affect this Lease.

9.23Name of Building.

Tenant shall not use the name of the Building or Office Park for any purpose other than as the address of the business conducted by Tenant in the Premises without the written consent of Landlord. Landlord reserves the right to change the name of the Building and/or the Office Park at any time in its sole discretion by written notice to Tenant and Landlord shall not be liable to Tenant for any loss, cost or expense on account of any such change of name.

9.24Extension Option.

(a)On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the option to extend and as of the commencement of the Extended Term in question: (i) there exists no uncured monetary or material non-monetary Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease other than to a Permitted Transferee (as defined in Section 5.6.4), and (iv) Tenant is then leasing at least 41,989 square feet of rentable floor area in the Building that is not subject to a sublease (other than a sublease to a Permitted Transferee), then Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the rent which shall be adjusted during the option period as hereinbelow set forth) for one (1) period of five (5) years, as hereinafter set forth. Such option period is sometimes herein referred to as the “Extended Term.”  Notwithstanding any implication to the contrary Landlord has no obligation to make any

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additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of such option.

(b)Tenant may, but shall not be obligated to, deliver a written request (a “Rent Quote Request”) to Landlord for Landlord’s quotation of the annual fair market rent for the Premises as of the commencement date of the extension period.  Such quotation (“Landlord’s Rent Quotation”) (i) shall be based on the use of the Premises for the Permitted Use, (ii) shall utilize properties of a similar character within the Boston West Suburban Market, as hereinafter defined, for comparison (including premises within the Property if at the time the Rent Quote Request is delivered such premises shall be available for rent), (iii) shall take into account all relevant factors and (iv) shall include Annual Fixed Rent, Base Operating Expenses, Base Taxes, tenant improvement allowances (if any), and free rent periods (if any) (hereinafter called the “Extension Annual Market Rent”).  For the purposes of this Lease, the “Boston West Suburban Market” shall be defined as the area between Needham and Lexington, Massachusetts (inclusive) on and proximate to Route 128.  Such Rent Quote Request may be given not earlier than fifteen (15) months, and not later than thirteen (13) months, prior to the expiration of the Original Term.  If Tenant delivers a Rent Quote Request, then within thirty (30) days after Landlord’s receipt thereof, Landlord shall provide Landlord’s Rent Quotation to Tenant with respect to the Extended Term.

(c)If Tenant desires to exercise the option to extend the Term, Tenant shall deliver written notice (“Extension Exercise Notice”) to Landlord on or before the earlier to occur of (i) if applicable, the date thirty (30) days after the delivery of Landlord’s Rent Quotation, and (ii) the date twelve (12) months prior to the expiration of the Original Term (such earlier date, the “Extension Exercise Deadline”).  If Tenant timely delivers an Extension Exercise Notice, then the Term hereof shall be extended for the Extended Term upon all of the same terms, conditions, covenants and agreements contained in this Lease, except that (x) the Annual Fixed Rent, Base Operating Expenses, Base Taxes, tenant improvement allowances (if any), and free rent periods (if any) for the option period shall be equal to the Determined Extension Annual Market Rent, as hereinafter defined, and (y) Tenant shall have no further option to extend the Term.  If Tenant does not timely deliver the Extension Exercise Notice, then Tenant shall have no further right to extend the Term of this Lease pursuant to this Section 9.24, time being of the essence.

(d)If Landlord delivered Landlord’s Rent Quotation prior to the delivery of Tenant’s Extension Exercise Notice, then such Landlord’s Rent Quotation shall be used in determining the Determined Extension Annual Market Rent.  If Landlord did not deliver Landlord’s Rent Quotation prior to the delivery of Tenant’s Extension Exercise Notice then Landlord shall, on or before the later to occur of (i) the date thirty (30) days after receipt of Tenant’s Extension Exercise Notice, and (ii) the date fourteen (14) months prior to the expiration of the Original Term, deliver to Tenant Landlord’s Rent Quotation, and such Landlord’s Rent Quotation shall be used in determining the Determined Extension Annual Market Rent.  If Tenant disagrees with the Extension Annual Market Rent set forth in Landlord’s Rent Quotation, then the parties shall negotiate in good faith for a period of thirty (30) days (the “Negotiation Period”) to agree upon the Extension Annual Market Rent.  If the parties do not so agree within the Negotiation Period, then Tenant shall have the right, by written notice to Landlord delivered within thirty (30) days after the expiration of the Negotiation Period, to submit the determination of the Extension Annual Market Rent for the Extended Term to a broker determination made in

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the manner set forth in Exhibit K (the “Broker Determination”).  If Tenant timely shall have requested the Broker Determination, then the Extension Annual Market Rent for the Extended Term shall be the Extension Annual Market Rent as determined by the Broker Determination; provided, however, in no event shall the Annual Fixed Rent payable during the Extended Term be less than the Annual Fixed Rent for the last year of the Original Term of this Lease.  If Tenant timely delivers the Extension Exercise Notice, but does not timely request the Broker Determination, then the Extension Annual Market Rent during the Extended Term shall be as set forth in Landlord’s Rent Quotation or as otherwise agreed by the parties during the Negotiation Period.  The Extension Annual Market Rent as determined pursuant to this Section 9.24(d) shall be the “Determined Extension Annual Market Rent.”

(e)Upon the giving of the Extension Exercise Notice by Tenant to Landlord, the Term hereof shall be automatically extended for the Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Determined Extension Annual Market Rent for the Extended Term as determined in the relevant manner set forth in this Section 9.24; and in such event all references herein to the Lease Term or the Term of this Lease shall be construed as referring to the Term, as so extended.

(f)In no event shall the Lease Term hereof be extended for more than five (5) years after the expiration of the Original Term hereof.

9.25Right of First Refusal for First Expansion Space.

(a)As of the date hereof, the approximately 5,934 square feet of rentable area on the third (3rd) floor of the South Wing of the Building shown on Exhibit L attached hereto (the “First Expansion Space”) is vacant.

(b)On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of delivery of the First Expansion Space Acceptance Notice, as hereinafter defined, and as of the date upon which the First Expansion Space would have otherwise become incorporated into the Premises: (i) there exists no uncured monetary or material non-monetary Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease other than to a Permitted Transferee (as defined in Section 5.6.4), and (iv) Tenant is then leasing at least 41,989 square feet of rentable floor area in the Building that is not subject to a sublease (other than a sublease to a Permitted Transferee), Landlord agrees that, subject to Section 9.25(g)(ii) below, during the Term, upon the occurrence of the Expansion Notice Trigger Date, as defined in Section 9.28(b) hereof, Landlord will give written notice to Tenant offering to lease the First Expansion Space to Tenant pursuant to this Section 9.25 (“Landlord’s First Expansion Space RFR Notice”).  Landlord’s First Expansion Space RFR Notice shall specify the estimated delivery date of the First Expansion Space, the number of days in the Pre-Term Build Out Period (as defined in Section 9.28(c)) and the Expansion Annual Market Rent (as defined in Section 9.28(e)) with respect to the First Expansion Space.

(c)Tenant shall have the right, exercisable upon written notice (“First Expansion Space Acceptance Notice”) given to Landlord on or before the date (“First Expansion

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Space Offer Acceptance Date”) ten (10) business days after the receipt of Landlord’s First Expansion Space RFR Notice, to lease the First Expansion Space on the same terms and conditions set forth in this Lease applicable to the Premises, except as modified as set forth in this Section 9.25 and Section 9.28.  If Tenant desires to lease the First Expansion Space but disagrees with the Expansion Annual Market Rent set forth in Landlord’s First Expansion Space RFR Notice, Tenant shall have the right to indicate, in Tenant’s First Expansion Space Acceptance Notice, that Tenant so disagrees, whereupon the parties shall negotiate in good faith for a period of thirty (30) days (the “Negotiation Period”) to agree upon the Expansion Annual Market Rent.  If the parties do not so agree within the Negotiation Period, then Tenant shall have the right, by written notice given to Landlord within thirty (30) days after the expiration of the Negotiation Period, to submit the Expansion Annual Market Rent to a Broker Determination.  If Tenant timely shall have requested the Broker Determination, then the Expansion Annual Market Rent for the First Expansion Space shall be the Expansion Annual Market Rent as determined by the Broker Determination.  If Tenant timely delivers the First Expansion Space Acceptance Notice, but does not timely request the Broker Determination, then the Expansion Annual Market Rent for the First Expansion Space shall be as set forth in Landlord’s First Expansion Space RFR Notice or as otherwise agreed by the parties during the Negotiation Period.

(d)If Tenant timely gives the First Expansion Space Acceptance Notice, Landlord shall lease and demise to Tenant and Tenant shall hire and take from Landlord, the First Expansion Space, at the Expansion Annual Market Rent determined as aforesaid and otherwise upon all of the same terms and conditions of this Lease, except as modified as set forth in this Section 9.25 and Section 9.28.  If Tenant fails timely to give the First Expansion Space Acceptance Notice, Tenant shall be deemed to have rejected Landlord’s First Expansion Space RFR Notice, time being of the essence.

(e)If Tenant fails timely to give the First Expansion Space Acceptance Notice, Landlord shall be free to enter into a lease of the First Expansion Space with the third party offeror tenant that was the subject of the Expansion Notice Trigger Date upon terms and conditions as Landlord shall determine, which terms may include rights or options to extend the term of such lease and Landlord shall have no further obligation with respect to the sending of a Landlord’s First Expansion Space RFR Notice to Tenant, and Tenant shall have no rights with respect thereto, unless and until (x) (i) Landlord and such third party offeror fail to enter into a lease of the First Expansion Space, and (ii) thereafter (subject to Section 9.25(g)(ii) below), the Expansion Notice Trigger Date occurs with respect to a different third-party tenant, or (y) (i) Landlord and such third party offeror do enter into a lease of the First Expansion Space, and (ii) thereafter such third-party offeror vacates the First Expansion Space and (subject to Section 9.25(g)(ii) below) the Expansion Notice Trigger Date occurs with respect to a different third-party tenant.

(f)Tenant shall not have the right to lease less than the entirety of the First Expansion Space pursuant to this Section 9.25.

(g)Notwithstanding anything to the contrary contained in this Lease: .

(i)Tenant’s lease of the First Expansion Space shall be coterminous with Tenant’s lease of the remainder of the Premises.

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(ii)Landlord’s obligations under this Section 9.25 with respect to the giving of a Landlord’s First Expansion Space RFR Notice and Tenant’s rights with respect thereto shall expire on the date (the “Outside Exercise Date”) thirty six (36) months prior to the expiration of the Term, except that if the First Expansion Space becomes available for reletting during the Original Term but after the Outside Exercise Date, and if Tenant’s Extension Option under Section 9.24 has not then either been waived by Tenant or lapsed unexercised, then Landlord shall, subject to the provisions of this Section 9.25, give a Landlord’s First Expansion Space RFR Notice to Tenant with respect to the First Expansion Space, and Tenant shall only have the right to deliver the First Expansion Space Acceptance Notice if Tenant simultaneously exercises its Extension Option in accordance with the terms and provisions of Section 9.24.

9.26Rights of First Refusal and First Offer for Second Expansion Space.

(a)As of the date hereof, the approximately 4,524 square feet of rentable area on the third floor of the North Wing of the Building shown on Exhibit M attached hereto (the “Second Expansion Space”) is leased to CATO Research.  Such existing lease and the term thereof, including, but not limited to, the original term thereof, options to extend the term thereof, any expansion options and any amendment(s) thereto is hereinafter called the “Second Expansion Space Existing Lease,” and the tenant thereunder (the “Second Expansion Space Existing Tenant”).

(b)On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of delivery of the Second Expansion Space Acceptance Notice, as hereinafter defined, and as of the date upon which the Second Expansion Space would have otherwise become incorporated into the Premises: (i) there exists no uncured monetary or material non-monetary Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease other than to a Permitted Transferee (as defined in Section 5.6.4), and (iv) Tenant is then leasing at least 41,989 square feet of rentable floor area in the Building that is not subject to a sublease (other than a sublease to a Permitted Transferee), Landlord agrees that, subject to Section 9.26(i)(ii) below, (x) during the period from the Commencement Date through the last day of the eighteenth (18th) full calendar month thereafter (the “RFR Period”), upon the occurrence of the Expansion Notice Trigger Date, Landlord will give written notice to Tenant offering to lease the Second Expansion Space to Tenant pursuant to this Section 9.26 (“Landlord’s Second Expansion Space RFR Notice”), and (y) thereafter if Landlord determines that the Second Expansion Space will become Available for Lease, as hereinafter defined, then prior to offering to lease the Second Expansion Space to a third party, Landlord will first give written notice to Tenant offering to lease the Second Expansion Space to Tenant pursuant to this Section 9.26 (“Landlord’s Second Expansion Space RFO Notice”), and (z) if the Second Expansion Space Existing Tenant approaches Landlord about extending the Second Expansion Space Existing Lease, then (and, if applicable, in lieu of delivering Landlord’s Second Expansion Space RFR Notice) Landlord, promptly after first being so approached by the Second Expansion Space Existing Tenant, will give written notice to Tenant offering to lease the Second Expansion Space to Tenant pursuant to this Section 9.26 (“Landlord’s Existing Tenant Interest Notice”).  Landlord’s Second Expansion Space RFR Notice, Landlord’s Second Expansion Space RFO Notice, or Landlord’s Existing Tenant Interest Notice, as the case may be, shall specify the estimated delivery date of the Second Expansion Space, the number of days in the Pre-Term Build Out Period and the Expansion Annual Market

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Rent (as defined in Section 9.28) with respect to the Second Expansion Space.  As used herein, a space shall be “Available for Lease” when Landlord determines that the tenant thereof will vacate such space and Landlord intends to offer such space for lease to a party unrelated to Landlord.

(c)Tenant shall have the right, exercisable upon written notice (“Second Expansion Space Acceptance Notice”) given to Landlord on or before the date ten (10) business days after the receipt of Landlord’s Second Expansion Space RFR Notice or Landlord’s Second Expansion Space RFO Notice, or the date five (5) business days after the receipt of Landlord’s Existing Tenant Interest Notice, as applicable, (“Second Expansion Space Offer Acceptance Date”) to lease the Second Expansion Space on the same terms and conditions set forth in this Lease applicable to the Premises, except as modified as set forth in this Section 9.26 and Section 9.28.  If Tenant desires to lease the Second Expansion Space but disagrees with the Expansion Annual Market Rent set forth in Landlord’s Second Expansion Space RFR Notice, Landlord’s Second Expansion Space RFO Notice, or Landlord’s Existing Tenant Interest Notice, as the case may be, Tenant shall have the right to indicate, in Tenant’s Second Expansion Space Acceptance Notice, that Tenant so disagrees, whereupon the parties shall negotiate in good faith for a period of thirty (30) days (the “Negotiation Period”) to agree upon the Expansion Annual Market Rent.  If the parties do not so agree within the Negotiation Period, then Tenant shall have the right, by written notice given to Landlord within thirty (30) days after the expiration of the Negotiation Period, to submit the Expansion Annual Market Rent to a Broker Determination.  If Tenant timely shall have requested the Broker Determination, then the Expansion Annual Market Rent for the Second Expansion Space shall be the Expansion Annual Market Rent as determined by the Broker Determination.  If Tenant timely delivers the Second Expansion Space Acceptance Notice, but does not timely request the Broker Determination, then the Expansion Annual Market Rent for the Second Expansion Space shall be as set forth in Landlord’s Second Expansion Space RFR Notice, Landlord’s Second Expansion Space RFO Notice, or Landlord’s Existing Tenant Interest Notice, as the case may be, or as otherwise agreed by the parties during the Negotiation Period.

(d)If Tenant fails timely to give the Second Expansion Space Acceptance Notice in response to Landlord’s Second Expansion Space RFR Notice, Tenant shall be deemed to have rejected Landlord’s Second Expansion Space RFR Notice, Landlord shall be free to enter into a lease of the Second Expansion Space with the third party offeror tenant that was the subject of the Expansion Notice Trigger Date upon terms and conditions as Landlord shall determine, which terms may include rights or options to extend the term of such lease and Landlord shall have no further obligation with respect to the sending of a Landlord’s Second Expansion Space RFR Notice to Tenant, and Tenant shall have no rights with respect thereto, unless and until within the RFR Period (x) (i) Landlord and such third party offeror fail to enter into a lease of the Second Expansion Space, and (ii) thereafter, the Expansion Notice Trigger Date occurs with respect to a different third-party tenant, or (y) (i) Landlord and such third party offeror do enter into a lease of the Second Expansion Space, and (ii) thereafter such third-party offeror vacates the Second Expansion Space and the Expansion Notice Trigger Date occurs with respect to a different third-party tenant.

(e)If Tenant fails timely to give the Second Expansion Space Acceptance Notice in response to Landlord’s Second Expansion Space RFO Notice, Tenant shall be deemed

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to have rejected Landlord’s Second Expansion Space RFO Notice, Landlord shall be free to enter into a lease of the Second Expansion Space or any portion thereof with another prospective tenant upon terms and conditions as Landlord shall determine, which terms may include rights or options to extend the term, and Tenant shall have no further right to lease the Second Expansion Space pursuant to this Section 9.26 until (i) the Second Expansion Space has been leased to another tenant and (ii) thereafter (subject to Section 9.26(i)(ii) below) Landlord determines that the Second Expansion Space has once again become Available for Lease.

(f)If Tenant fails timely to give the Second Expansion Space Acceptance Notice in response to Landlord’s Existing Tenant Interest Notice, Tenant shall be deemed to have rejected Landlord’s Existing Tenant Interest Notice, Landlord shall be free to enter into a lease of the Second Expansion Space or any portion thereof with the Second Expansion Space Existing Tenant upon terms and conditions as Landlord shall determine, which terms may include rights or options to extend the term, and Tenant shall have no further right to lease the Second Expansion Space pursuant to this Section 9.26 unless (x) (i) Landlord and the Second Expansion Space Existing Tenant fail to enter into a lease of the Second Expansion Space, and (ii) thereafter within the RFR Period, the Expansion Notice Trigger Date occurs with respect to a different third-party tenant or (subject to Section 9.26(i) (ii) below) the Second Expansion Space becomes Available for Lease, as the case may be, or (y) (i) Landlord and the Second Expansion Space Existing Tenant do enter into a lease of the Second Expansion Space, and (ii) thereafter such the Second Expansion Space Existing Tenant vacates the Second Expansion Space and within the RFR Period, the Expansion Notice Trigger Date occurs with respect to a different third-party tenant or (subject to Section 9.26(i)(ii) below) the Second Expansion Space becomes Available for Lease, as the case may be.

(g)Tenant shall not have the right to lease less than the entirety of the Second Expansion Space pursuant to this Section 9.26.

(h)Upon the timely giving of the Second Expansion Space Acceptance Notice, Landlord shall lease and demise to Tenant and Tenant shall hire and take from Landlord, the Second Expansion Space, at the Expansion Annual Market Rent determined as aforesaid and otherwise upon all of the same terms and conditions of this Lease, except as modified as set forth in this Section 9.26 and Section 9.28.

(i)Notwithstanding anything to the contrary contained in this Lease: .

(i)Tenant’s lease of the Second Expansion Space shall be coterminous with Tenant’s lease of the remainder of the Premises.

(ii)Landlord’s obligations under this Section 9.26 with respect to the giving of a Landlord’s Second Expansion Space RFR Notice and Tenant’s rights with respect thereto shall expire on the last day of the RFR Period, and Landlord’s obligations under this Section 9.26 with respect to the giving of a Landlord’s Second Expansion Space RFO Notice or a Landlord’s Existing Tenant Interest Notice and Tenant’s rights with respect thereto shall expire on the Outside Exercise Date, except that if the Second Expansion Space becomes Available for Lease or if the Second Expansion Space Existing Tenant approaches Landlord about extending the Second Expansion Space Existing Lease, in either case during the Original Term but after the

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Outside Exercise Date, and if Tenant’s Extension Option under Section 9.24 has not then either been waived by Tenant or lapsed unexercised, then Landlord shall, subject to the provisions of this Section 9.26, give a Landlord’s Second Expansion Space RFO Notice or a Landlord’s Existing Tenant Interest Notice, as the case may be, to Tenant with respect to the Second Expansion Space, and Tenant shall only have the right to deliver the Second Expansion Space Acceptance Notice if Tenant simultaneously exercises its Extension Option in accordance with the terms and provisions of Section 9.24.

9.27Rights of First Refusal and First Offer for Third Expansion Space.

(a)As of the date hereof, the approximately 15,976 square feet of rentable area on the third floor of the North Wing of the Building shown on Exhibit N attached hereto (the “Third Expansion Space”) is vacant.

(b)On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of delivery of the Third Expansion Space Acceptance Notice, as hereinafter defined, and as of the date upon which the Third Expansion Space would have otherwise become incorporated into the Premises: (i) there exists no uncured monetary or material non-monetary Event of Default (defined in Section 7.1), (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease other than to a Permitted Transferee (as defined in Section 5.6.4), and (iv) Tenant is then leasing at least 41,989 square feet of rentable floor area in the Building that is not subject to a sublease (other than a sublease to a Permitted Transferee), Landlord agrees that, subject to Section 9.27(h)(ii) below, (x) during RFR Period, upon the occurrence of the Expansion Notice Trigger Date, Landlord will give written notice to Tenant offering to lease the Third Expansion Space to Tenant pursuant to this Section 9.27 (“Landlord’s Third Expansion Space RFR Notice”), and (y) thereafter if Landlord determines that the Third Expansion Space will become Available for Lease, then prior to offering to lease the Third Expansion Space to a third party, Landlord will first give written notice to Tenant offering to lease the Third Expansion Space to Tenant pursuant to this Section 9.27 (“Landlord’s Third Expansion Space RFO Notice”).  Landlord’s Third Expansion Space RFR Notice or Landlord’s Third Expansion Space RFO Notice, as the case may be, shall specify the estimated delivery date of the Third Expansion Space, the number of days in the Pre-Term Build Out Period and the Expansion Annual Market Rent (as defined in Section 9.28) with respect to the Third Expansion Space.

(c)Tenant shall have the right, exercisable upon written notice (“Third Expansion Space Acceptance Notice”) given to Landlord on or before the date (“Third Expansion Space Offer Acceptance Date”) ten (10) business days after the receipt of Landlord’s Third Expansion Space RFR Notice or Landlord’s Third Expansion Space RFO Notice, as applicable, to lease the Third Expansion Space on the same terms and conditions set forth in this Lease applicable to the Premises, except as modified as set forth in this Section 9.27 and Section 9.28.  If Tenant desires to lease the Third Expansion Space but disagrees with the Expansion Annual Market Rent set forth in Landlord’s Third Expansion Space RFR Notice or Landlord’s Third Expansion Space RFO Notice, as the case may be, Tenant shall have the right to indicate, in Tenant’s Third Expansion Space Acceptance Notice, that Tenant so disagrees, whereupon the parties shall negotiate in good faith for a period of thirty (30) days (the “Negotiation Period”) to agree upon the Expansion Annual Market Rent.  If the parties do not so agree within the

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Negotiation Period, then Tenant shall have the right, by written notice given to Landlord within thirty (30) days after the expiration of the Negotiation Period, to submit the Expansion Annual Market Rent to a Broker Determination.   If Tenant timely shall have requested the Broker Determination, then the Expansion Annual Market Rent for the Third Expansion Space shall be the Expansion Annual Market Rent as determined by the Broker Determination.  If Tenant timely delivers the Third Expansion Space Acceptance Notice, but does not timely request the Broker Determination, then the Expansion Annual Market Rent for the Third Expansion Space shall be as set forth in Landlord’s Third Expansion Space RFR Notice or Landlord’s Third Expansion Space RFO Notice, as the case may be, or as otherwise agreed by the parties during the Negotiation Period.

(d)If Tenant fails timely to give the Third Expansion Space Acceptance Notice in response to Landlord’s Third Expansion Space RFR Notice, Tenant shall be deemed to have rejected Landlord’s Third Expansion Space RFR Notice, Landlord shall be free to enter into a lease of the Third Expansion Space with the third party offeror tenant that was the subject of the Expansion Notice Trigger Date upon terms and conditions as Landlord shall determine, which terms may include rights or options to extend the term of such lease and Landlord shall have no further obligation with respect to the sending of a Landlord’s Third Expansion Space RFR Notice to Tenant, and Tenant shall have no rights with respect thereto, unless and until within the RFR Period (x) (i) Landlord and such third party offeror fail to enter into a lease of the Third Expansion Space, and (ii) thereafter, the Expansion Notice Trigger Date occurs with respect to a different third-party tenant, or (y) (i) Landlord and such third party offeror do enter into a lease of the Third Expansion Space, and (ii) thereafter such third-party offeror vacates the Third Expansion Space and the Expansion Notice Trigger Date occurs with respect to a different third-party tenant.

(e)If Tenant fails timely to give the Third Expansion Space Acceptance Notice in response to Landlord’s Third Expansion Space RFO Notice, Tenant shall be deemed to have rejected Landlord’s Third Expansion Space RFO Notice, Landlord shall be free to enter into a lease of the Third Expansion Space or any portion thereof with another prospective tenant upon terms and conditions as Landlord shall determine, which terms may include rights or options to extend the term, and Tenant shall have no further right to lease the Third Expansion Space pursuant to this Section 9.27 until (i) the Third Expansion Space has been leased to another tenant and (ii) thereafter (subject to Section 9.27(h)(ii) below) Landlord determines that the Third Expansion Space has once again become Available for Lease.

(f)Tenant shall not have the right to lease less than the entirety of the Third Expansion Space pursuant to this Section 9.27.

(g)Upon the timely giving of the Third Expansion Space Acceptance Notice, Landlord shall lease and demise to Tenant and Tenant shall hire and take from Landlord, the Third Expansion Space, at the Expansion Annual Market Rent determined as aforesaid and otherwise upon all of the same terms and conditions of this Lease, except as modified as set forth in this Section 9.27 and Section 9.28.

(h)Notwithstanding anything to the contrary contained in this Lease:

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(i)            Tenant’s lease of the Third Expansion Space shall be coterminous with Tenant’s lease of the remainder of the Premises.

(ii)           Landlord’s obligations under this Section 9.27 with respect to the giving of a Landlord’s Third Expansion Space RFR Notice and Tenant’s rights with respect thereto shall expire on the last day of the RFR Period, and Landlord’s obligations under this Section 9.27 with respect to the giving of a Landlord’s Third Expansion Space RFO Notice and Tenant’s rights with respect thereto shall expire on the Outside Exercise Date, except that if the Third Expansion Space becomes Available for Lease during the Original Term but after the Outside Exercise Date, and if Tenant’s Extension Option under Section 9.24 has not then either been waived by Tenant or lapsed unexercised, then Landlord shall, subject to the provisions of this Section 9.27, give a Landlord’s Third Expansion Space RFO Notice to Tenant with respect to the Third Expansion Space, and Tenant shall only have the right to deliver the Third Expansion Space Acceptance Notice if Tenant simultaneously exercises its Extension Option in accordance with the terms and provisions of Section 9.24.

9.28        Certain Expansion Space Lease Terms.

The leasing to Tenant of the First Expansion Space, the Second Expansion Space and the Third Expansion Space (each, an “Expansion Space”) shall be upon all of the same terms and conditions of the Lease, except as set forth in Sections 9.25, 9.26 and 9.27, as applicable, and this Section 9.28.

(a)           Definitions.  As used herein, the following terms shall have the meanings set forth below:

“Expansion Space RFR Notice” shall mean each of Landlord’s First Expansion Space RFR Notice, Landlord’s Second Expansion Space RFR Notice and Landlord’s Third Expansion Space RFR Notice, as applicable.

“Expansion Space RFO Notice” shall mean each of Landlord’s Second Expansion Space RFO Notice, Landlord’s Existing Tenant Interest Notice and Landlord’s Third Expansion Space RFO Notice, as applicable.

“Expansion Space Acceptance Notice” shall mean each of the First Expansion Space Acceptance Notice, the Second Expansion Space Acceptance Notice and the Third Expansion Space Acceptance Notice, as applicable.

“Expansion Space Offer Acceptance Date” shall mean each of the First Expansion Space Offer Acceptance Date, the Second Expansion Space Offer Acceptance Date and the Third Expansion Space Offer Acceptance Date, as applicable.

(b)           “Expansion Notice Trigger Date” shall mean the date on which Landlord reaches a stage in negotiations with a third party to lease the First Expansion Space, the Second Expansion Space or the Third Expansion Space, as applicable, that Landlord reasonably believes in good faith could result in the execution of a letter of intent to lease such space with such third party within fourteen (14) days.

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(c)           Pre-Term Build Out Period.  The Pre-Term Build Out Period with respect to the applicable Expansion Space shall commence as of the later of:  (a) the estimated delivery date with respect to such Expansion Space specified in the applicable Expansion Space RFR Notice or Expansion Space RFO Notice, or (b) the date that Landlord actually delivers such Expansion Space to Tenant; and the Pre-Term Build Out Period with respect to the applicable Expansion Space shall continue for the number of days specified in the applicable Expansion Space RFR Notice or Expansion Space RFO Notice.  Landlord agrees that, except in connection with Fixed Expansion Annual Rent (as defined below), the length of the Pre-Term Build Out Period shall be based on then prevailing fair market standards.

(d)           Expansion Space Commencement Date.  The commencement date with respect to the applicable Expansion Space (“Expansion Space Commencement Date”) shall be the earlier to occur of (i) the first day after the Pre-Term Build-Out Period with respect to such Expansion Space, and (ii) the date Tenant opens for business for the Permitted Use in the whole or any part of such Expansion Space.

(e)           “Expansion Annual Market Rent” shall mean the following:

(i)            With respect to Expansion Space 1 or Expansion Space 2, if the Expansion Space Commencement Date for such Expansion Space is expected to occur on or before the first anniversary of the Commencement Date of this Lease, then the Expansion Annual Market Rent shall be the Fixed Expansion Annual Rent.  The “Fixed Expansion Annual Rent” shall be calculated as follows: (1) the Annual Fixed Rent with respect to the applicable Expansion Space shall payable at the same rate, on a per rentable square foot basis, as the Annual Fixed Rent payable with respect to the Premises from time to time for the Original Term, as specified in Section 1.1, (2) Tenant shall be entitled to a special allowance for the applicable Expansion Space (the terms and conditions applicable to payment of which shall be the same as the terms and conditions set forth in Section 1.3 of Exhibit B-1 applicable to payment of the Tenant Allowance, except as expressly waived by Landlord), in the amount of (x) the product of Fifty-Five and 00/100 Dollars ($55.00) and the rentable area of such Expansion Space, multiplied by (y) a fraction (the “Adjustment Factor”), the numerator of which is the number of months from the Expansion Space Commencement Date with respect to such Expansion Space through and until the expiration of the Original Term, and the denominator of which is eighty four (84) (3) Base Operating Expenses with respect to the applicable Expansion Space shall be the amount of Landlord’s Operating Expenses for calendar year 2015, (4) Base Taxes with respect to the applicable Expansion Space shall be the amount of Landlord’s Tax Expenses for fiscal year 2016, and (5) the Pre-Term Build Out Period shall be six (6) months multiplied by the Adjustment Factor.  Notwithstanding anything to the contrary herein contained, Tenant shall have no right to submit the Fixed Annual Expansion Rent to a Broker Determination.

(ii)           With respect to Expansion Space 1 or Expansion Space 2, if the Expansion Space Commencement Date for such Expansion Space is expected to occur after the first anniversary of the Commencement Date of this Lease, and with respect to Expansion Space 3 regardless of when the Expansion Space Commencement date is expected to occur, the Expansion Annual Market Rent shall be at fair market value (i) based on the use of the Premises for the Permitted Use, (ii) utilizing properties of a similar character within the Boston West Suburban Market for comparison (including premises within the Property if at the time the

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Expansion Annual Market Rent is being determined such premises shall be available for rent), (iii) taking into account all relevant factors and (iv) shall include Annual Fixed Rent, Base Operating Expenses based on the Expansion OpEx Base Year (as hereinafter defined), Base Taxes based on the Expansion Tax Base Year (as hereinafter defined), the length of the Pre-Term Build Out Period, tenant improvement allowances (if any), and free rent periods (if any).

(iii)          As used herein, the “Expansion OpEx Base Year” shall be the calendar year in which the Expansion Space Commencement Date for the applicable Expansion Space occurs, if such Expansion Space Commencement Date occurs on or before August 31, and the following calendar year if such Expansion Space Commencement Date occurs on or after September 1.

(iv)          As used herein, the “Expansion Tax Base Year” shall be the fiscal year in which the Expansion Space Commencement Date for the applicable Expansion Space occurs, if it occurs on or before the last day of February of such fiscal year, and the following fiscal year if such Expansion Space Commencement Date occurs after the last day of February in such fiscal year.  For example, if the Expansion Space Commencement Date with respect to such Expansion Space occurs on February 15, 2015, then the Expansion Tax Base Year shall be fiscal year 2015 (i.e., July 1, 2014 through June 30, 2015), but if such Expansion Space Commencement Date occurs on March 15, 2015, then the Expansion Tax Base Year shall be fiscal year 2016 (i.e., July 1, 2015 through June 30, 2016).

(f)            Condition of Expansion Space.  Tenant shall take the applicable Expansion Space “as-is” in its then (i.e., as of the date of delivery) state of construction, finish, and decoration, without any obligation on the part of Landlord to construct or prepare such Expansion Space for Tenant’s occupancy, except that Landlord shall deliver such Expansion Space to Tenant in broom-clean condition, free of tenants and occupants.  Nothing in this clause (f) shall relieve Landlord of its maintenance and repair obligations under the Lease.

(g)           Holding Over by Existing Occupant.  If Tenant shall exercise its rights under Section 9.25, 9.26 or 9.27 and if, thereafter, the existing occupant of all or any portion of the applicable Expansion Space wrongfully fails to deliver possession thereof at the time when its tenancy is scheduled to expire, commencement of the term of Tenant’s occupancy and lease of such Expansion Space shall, in the event of such holding over by such existing occupant, be deferred until possession of such Expansion Space is delivered to Tenant.  The failure of any existing occupant of all or any portion of the applicable Expansion Space to so vacate shall not constitute a default or breach by Landlord and shall not give Tenant any right to terminate this Lease or to deduct from, offset against or withhold Annual Fixed Rent or Additional Rent (or any portions thereof).  Notwithstanding the foregoing, if the Landlord is unable to deliver the applicable Expansion Space within one hundred twenty (120) days after the anticipated delivery date therefor set forth in the applicable Expansion Space RFR Notice or Expansion Space RFO Notice, Tenant may terminate its Lease solely with respect to such Expansion Space (but not with respect to the remainder of the Premises) upon five (5) days’ prior written notice to Landlord.

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9.29        Security Deposit .

(a)           Security Deposit.  Concurrently with the execution of this Lease, Tenant shall pay to Landlord a security deposit in the amount of One Million One Hundred Fifty-Two Thousand Nine Hundred Thirty-Seven and 50/100 Dollars ($1,152,937.50) and Landlord shall hold the same, throughout the Term of this Lease (including the Extended Term, if applicable), unless sooner returned to Tenant as provided in this Section 9.29, as security for the performance by Tenant of all obligations on the part of Tenant to be performed under this Lease. Such deposit shall be in the form of an irrevocable, unconditional, negotiable letter of credit (the “Letter of Credit”). The Letter of Credit shall (i) be issued by and drawn on a bank reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Moody’s Professional Rating Service, (ii) be substantially in the form attached hereto as Exhibit M, (iii) permit one or more draws thereunder to be made accompanied only by certification by Landlord or Landlord’s managing agent that pursuant to the terms of this Lease, Landlord is entitled to draw upon such Letter of Credit, (iv) permit transfers at any time without charge, (v) permit presentment in Boston, Massachusetts and (vi) provide that any notices to Landlord be sent to the notice address provided for Landlord in this Lease.  If the credit rating for the issuer of such Letter of Credit falls below the standard set forth in (i) above or if the financial condition of such issuer changes in any other material adverse way, Landlord shall have the right to require that Tenant provide a substitute letter of credit that complies in all respects with the requirements of this Section 9.29, and Tenant’s failure to provide the same within thirty (30) days following Landlord’s written demand therefor shall entitle Landlord to immediately draw upon the Letter of Credit. Any such Letter of Credit shall be for a term of two (2) years (or for one (1) year if the issuer thereof regularly and customarily only issues letters of credit for a maximum term of one (1) year) and shall in either case provide for automatic renewals through the date which is ninety (90) days subsequent to the scheduled expiration of this Lease (as the same may be extended) or if the issuer will not grant automatic renewals, the Letter of Credit shall be renewed by Tenant each year and each such renewal shall be delivered to and received by Landlord not later than sixty (60) days before the expiration of the then current Letter of Credit (herein called a “Renewal Presentation Date”). In the event of a failure to so deliver any such renewal Letter of Credit on or before the applicable Renewal Presentation Date, Landlord shall be entitled to present the then existing Letter of Credit for payment and to receive the proceeds thereof, which proceeds shall be held as Tenant’s security deposit, subject to the terms of this Section 9.29. Any failure or refusal to honor the Letter of Credit shall be at Tenant’s sole risk and shall not relieve Tenant of its obligation hereunder with regard to the security deposit.

(b)           Upon the occurrence of any default of Tenant continuing beyond any applicable notice and cure period, Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to draw on all or any portion of such deposit held as a Letter of Credit and to apply the proceeds of such Letter of Credit or any cash held as such deposit, or any part thereof, to Landlord’s damages arising from such default on the part of Tenant under the terms of this Lease. If Landlord so applies all or any portion of such deposit, Tenant shall within seven (7) days after notice from Landlord (i) deposit cash with Landlord in an amount sufficient to restore such deposit to the full amount stated in this Section 9.29, (ii) provide Landlord with an amendment to the Letter of Credit which Landlord is then holding (which amendment shall be in form and substance reasonably

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acceptable to Landlord) restoring it to the full amount stated in this Section 9.29, (iii) provide Landlord with an additional letter of credit complying with the requirements of this Section 9.29 in the appropriate amount, or (iv) provide Landlord with a substitute Letter of Credit complying with the requirements of this Section 9.29 in the appropriate amount.  If Tenant is delivering a substitute Letter of Credit, as aforesaid, Landlord agrees to cooperate with Tenant to provide for a simultaneous exchange of the substitute Letter of Credit and the existing Letter of Credit. While Landlord holds any cash deposit Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord’s other funds. Neither the holder of a mortgage nor the Landlord in a ground lease on property which includes the Premises shall ever be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder or ground Landlord.

(c)           Reduction in Security Deposit/Letter of Credit Amount.

(i)            If Tenant satisfies the First Reduction Condition, as hereinafter defined, then, upon written request of Tenant, the amount of the Letter of Credit shall be reduced by Three Hundred Eighty-Four Thousand Three Hundred Twelve and 50/100 Dollars ($384,312.50) (“First Reduction Amount”).  If, after having satisfied the First Reduction Condition, as hereinafter defined, Tenant subsequently satisfies the Second Reduction Condition, then, upon written request of Tenant, the amount of the Letter of Credit shall be reduced by an additional Three Hundred Eighty-Four Thousand Three Hundred Twelve and 50/100 Dollars ($384,312.50) (“Second Reduction Amount”).  In no event, however, shall the amount of the Letter of Credit be less than Three Hundred Eighty-Four Thousand Three Hundred Twelve and 50/100 Dollars ($384,312.50).

(ii)           Tenant shall be deemed to have satisfied the “First Reduction Condition” as of any date during the Term of the Lease (subject to the last sentence of this subsection (ii)) if all of the following shall be true as of such date: (1) no monetary or material non-monetary Event of Default by Tenant has occurred during the one year period prior to such date, (2) during a period (“First Reduction Period”) consisting of one Fiscal Year immediately preceding such date, Tenant achieves Adjusted Gross Revenues, as hereinafter defined, of at least $100,000,000.00 and Earnings, as hereinafter defined, of at least $5,000,000.00, as evidenced by an Audited Financial Statement, as hereinafter defined, delivered by Tenant to Landlord, (3) the Lease is then in full force and effect, (4) there is no material uncured non-monetary Event of Default by Tenant on such date, and (5) Tenant is in full compliance with its monetary obligations under the Lease as of such date.  If Landlord refuses to recognize that Tenant has achieved the First Reduction Condition based upon Tenant’s failure to be in full compliance with its monetary obligations under the Lease, then Landlord shall promptly so advise Tenant in writing, and if Tenant shall thereafter cure such non-compliance, then Landlord shall reduce the Letter of Credit by the First Reduction Amount if, on the date that Tenant cures such non-compliance, the First Reduction Condition is then satisfied.  In no event shall the First Reduction Condition be deemed to be satisfied prior to the date thirty (30) months after the Commencement Date.

(iii)          Tenant shall be deemed to have satisfied the “Second Reduction Condition” as of any date during the Term of the Lease (subject to the last sentence of this

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subsection (iii)) if all of the following shall be true as of such date: (1) the First Reduction Condition have been previously satisfied, (2) no monetary or material non-monetary Event of Default by Tenant has occurred during the one year period prior to such date, (3) during a period (“Second Reduction Period”) consisting of one Fiscal Year immediately preceding such date, Tenant achieves Adjusted Gross Revenues, as hereinafter defined, of at least $120,000,000.00 and Earnings, as hereinafter defined, of at least $10,000,000.00, as evidenced by an Audited Financial Statement, as hereinafter defined, delivered by Tenant to Landlord, (4) the Lease is then in full force and effect, (5) there is no material uncured non-monetary Event of Default by Tenant on such date, and (6) Tenant is in full compliance with its monetary obligations under the Lease as of such date.  If Landlord refuses to recognize that Tenant has achieved the Second Reduction Condition based upon Tenant’s failure to be in full compliance with its monetary obligations under the Lease, then Landlord shall promptly so advise Tenant in writing, and if Tenant shall thereafter cure such non-compliance, then Landlord shall reduce the Letter of Credit by the Second Reduction Amount if, on the date that Tenant cures such non-compliance, the Second Reduction Condition is then satisfied.  In no event shall any portion of the First Reduction Period be part of the Second Reduction Period, and in no event shall the Second Reduction Condition be deemed to be satisfied prior to the date fifty-four (54) months after the Commencement Date.

(iv)          “Fiscal Year” shall be defined as Tenant’s fiscal year for accounting purposes.  “Earnings” shall be defined as Tenant’s earnings before taxes, depreciation and amortization less capital expenditures, as set forth in Tenant’s Audited Financial Statement.  “Audited Financial Statement” shall be defined as Tenant’s audited financial statements for the Fiscal Years in question prepared by Tenant’s auditor, who shall be a major national independent certified accounting firm.  “Adjusted Gross Revenues” shall be defined as gross revenues in accordance with GAAP, as disclosed in Tenant’s Audited Financial Statement, however, deferred revenues and backlog assumed in acquisitions at fair value which would otherwise be excluded from gross revenues in accordance with GAAP, shall be included in Adjusted Gross Revenues.

(v)           If the Security Deposit is held by Landlord in the form of cash, then, after Tenant has satisfied the First Reduction Condition or the Second Reduction Condition, as the case may be, Landlord shall return the First Reduction Amount or the Second Reduction Amount, as the case may be, to Tenant within ten (10) business days after Landlord’s receipt of written request from Tenant.  If the Security Deposit is held by Landlord in the form of a Letter of Credit, then, after Tenant has satisfied the First Reduction Condition or the Second Reduction Condition, as the case may be, Landlord shall, at Tenant’s election and within ten (10) business days after Landlord’s receipt of written request from Tenant, effect the return of the First Reduction Amount or the Second Reduction Amount by either accepting an amendment to the Letter of Credit which Landlord is then holding (which amendment shall be in form and substance reasonably acceptable to Landlord) or by exchanging the Letter of Credit which Landlord is then holding for a substitute Letter of Credit complying with the requirements of this Section 9.29 in the appropriate amount.  If Tenant is delivering a substitute Letter of Credit, as aforesaid, Landlord agrees to cooperate with Tenant to provide for a simultaneous exchange of the substitute Letter of Credit and the existing Letter of Credit.

(d)           Return of Security Deposit.  Tenant not then being in default and having performed all of its obligations under this Lease, including the payment of all Annual Fixed

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Rent, Landlord shall return the deposit, or so much thereof as shall not have theretofore been applied in accordance with the terms of this Section 9.29, to Tenant on the expiration or earlier termination of the term of this Lease (as the same may have been extended) and surrender possession of the Premises by Tenant to Landlord in the condition required in the Lease at such time.

9.30        Cafeteria.

(a)           Tenant shall have the right to utilize the Cafeteria located in the Building in common with others entitled thereto, subject to reasonable rules and regulations therefor as Landlord may impose from time to time.

(b)           The non-capital expenditure costs of operating the Cafeteria, net of Cafeteria revenue received by Landlord or the Cafeteria operator, shall be included in Landlord’s Operating Expenses.

9.31        Electronic Signatures.

The parties acknowledge and agree that this Lease may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.  Without limitation, “electronic signature” shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature.

[HERE ENDS THIS PAGE — SIGNATURES APPEAR ON FOLLOWING PAGES]

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EXECUTED in two or more counterparts each of which shall be deemed to be an original.

WITNESS:	LANDLORD:
[ILLEGIBLE]	BP BAY COLONY LLC,
	a Delaware limited liability company
	By:	BP BAY COLONY HOLDINGS LLC,
		a Delaware limited liability company, its
		sole manager
		By:	BOSTON PROPERTIES LIMITED
			PARTNERSHIP, a Delaware limited
			partnership, its member
			By:	BOSTON PROPERTIES,
				INC., a Delaware corporation
				its general partner
				By:	/s/ David C. Provost
				Name:	David C. Provost
				Title:	SVP

		TENANT:
		BIT9, INC.,
		a Delaware corporation
WITNESS:
By:	/s/ Eric Pyenson	By:	/c/ Christopher A. Menard
Name:	Eric Pyenson	Name:	Christopher A. Menard
Title:	VP: General Counsel, Bit9, Inc.	Title:	CFO
			Hereunto duly authorized
			(CORPORATE SEAL)

EXHIBIT A

DESCRIPTION OF OFFICE PARK

Parcel I:

That certain parcel of land situate in Waltham in the County of Middlesex, Commonwealth of Massachusetts, described as follows:

Northeasterly by Winter Street, eight hundred sixty-six and 87/100 feet;

Easterly by land now or formerly of City of Cambridge, four hundred forty-two and 93/100 feet;

Southwesterly by land now or formerly of Waltham Resources Corp., ten hundred and fifty feet; and

Northerly, by three lines measuring together, four hundred fourteen and 19/100 feet,

Northwesterly, by three lines measuring together, seven hundred forty-three and 28/100 feet,

Southwesterly, being a curving line, three hundred sixty-four and 63/100 feet,

Northwesterly, one hundred forty and 15/100 feet,

Northeasterly, ninety-two and 37/100 feet,

Northwesterly, twenty feet,

Northeasterly, three hundred and eighty-three feet, and

Northwesterly, twenty feet, all by Lot 6 as shown on plan hereinafter mentioned.

Said parcel is shown as Lot 5, Sheet 4, on said plan. (Plan No. 41218C).

All of said boundaries are determined by the Land Court to be located as shown on a subdivision plan, as approved by the Land Court, filed in the Land Registration Office, a copy of which is filed in the Registry of Deeds for the South Registry District of Middlesex County in Registration Book 1051, Page 79, with Certificate 184229.

Parcel II:

That certain parcel of land situate in Waltham in the County of Middlesex, Commonwealth of Massachusetts, described as follows:

Northeasterly, by Winter Street, four hundred and one feet,

Southeasterly, twenty feet,

A-1

Southwesterly, three hundred and eighty-three feet,

Southeasterly, twenty feet,

Southwesterly, ninety-two and 37/100 feet,

Southeasterly, one hundred forty and 19/100 feet,

Northeasterly, being a curving line, three hundred sixty-four and 63/100 feet,

Southeasterly, by three lines measuring together, seven hundred forty-three and 28/100 feet, and

Southerly, by three lines measuring together, four hundred fourteen and 19/100 feet, all by Lot 5 as shown on plan hereinafter mentioned;

Southwesterly by land now or formerly of Waltham Resources Corp., four hundred eighty-nine and 18/100 feet,

Northerly, four hundred twelve and 10/100 feet, and

Northwesterly, three hundred twenty-six and 44/100 feet, by Lot 7 on said plan; and

Northeasterly, thirteen and 10/100 feet,

Northwesterly, three hundred seventy-nine and 63/100 feet,

Northwesterly, again, four hundred forty-seven and 33/100 feet,

Northeasterly, two hundred five and 91/100 feet, and

Northwesterly, twenty feet, all by Lot 8 on said plan.

Said parcel is shown as Lot 6, Sheet 3, on said plan, (Plan No. 41218C).

All of said boundaries are determined by the Land Court to be located as shown on a subdivision plan, as approved by the Land Court, filed in the Land Registration Office, a copy of which is filed in the Registry of Deeds for the South Registry District of Middlesex County in Registration Book 1051, Page 79, with Certificate 184229.

Parcel III:

Those certain parcels of land situate in Waltham in the County of Middlesex, Commonwealth of Massachusetts, being shown as Lots 10 and 11 on a plan entitled “Land Court Plan of Land in Waltham, Mass., Prepared for: London & Leeds Development Corp., scale: 1”-80’, dated May 2, 1995, prepared by Schofield Brothers of New England, Inc., 1071 Worcester Road, Framingham, Mass. 01701, filed in the Land Registration Office as Land Court Plan No. 41218E.

A-2

Parcel IV (Appurtenant Rights):

TOGETHER WITH the rights, easements, benefits and appurtenances in the following instruments:

A.Declaration of Easement dated April 30, 1984 and filed with the Middlesex South Registry District of the Land Court as Document Number 661086.

B.Declaration of Restrictions dated October 20, 1983 and recorded with the Middlesex South Registry of Deeds at Book 15274, Page 590.

C.Grant of Utility Easements dated October 20, 1983 and recorded with the Middlesex South Registry of Deeds at Book 15274, Page 577 and filed with the Middlesex South Registry District of the Land Court as Document Number 649824.

D.License Agreement dated June 8, 1984 and recorded with the Middlesex South Registry of Deeds at Book 15651, Page 171.

E.Declaration of Easements and Covenants dated October 30, 1986 and filed with the Land Court as Document number 726257; as amended by First Amendment of Declaration of Easements and Covenants dated December 15, 1997 and filed with the Land Court as Document Number 1049953.

F.Grant of Drainage Easements dated October 20, 1983 and recorded with the Registry of Deeds at Book 15274, Page 597.

A-3

EXHIBIT B-1

WORK AGREEMENT

1.1Tenant’s Work.

(A)Tenant shall accept the Premises in their as-is condition without any obligation on the Landlord’s part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto except as otherwise expressly set forth in the Lease. Tenant, at its sole cost and expense, shall perform all work necessary to prepare the Premises for Tenant’s occupancy in accordance with plans and specifications prepared by an architect, licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord, such plans and specifications to be subject to the reasonable approval of the Landlord.  Landlord hereby approves of Unispace as the Tenant’s architect.  Tenant shall submit to Landlord a detailed floor plan layout together with working drawings (the “Tenant’s Submission”) for work to be performed by Tenant to prepare the Premises for Tenant’s occupancy (“Tenant’s Work”). Such floor plan layout and working drawings (the “Plans”) shall contain at least the information required by, and shall conform to the requirements of, Exhibit B-2.  Provided that the Plans contain at least the information required by, and conform to the requirements of, said Exhibit B-2, Landlord’s approval of the Plans shall not be unreasonably withheld, conditioned or delayed.  If Landlord disapproves of any Plans, then Tenant shall promptly have the Plans revised by its architect to incorporate all objections and conditions presented by Landlord and shall resubmit such plans to Landlord as soon as practically possible after Landlord has submitted to Tenant its objections and conditions.  Such process shall be followed until the Plans shall have been approved by the Landlord without objection or condition.  Once the Plans have been approved by Landlord, Tenant shall have the right to change, modify or amend such Plans, subject to the reasonable approval by Landlord of such changes, modifications or amendments as otherwise herein provided.  Notwithstanding the foregoing, Landlord’s initial approval, or disapproval with supporting specific reasons, shall be provided to Tenant within ten (10) days of Landlord’s receipt, except that if Landlord reasonably determines that it must engage an outside consultant in connection with its review and approval of the Plans (i.e., because, in Landlord’s reasonable judgment, Landlord’s staff does not have the appropriate skills to perform such review), the period for Landlord’s review of the Plans shall be ten (10) business days after Landlord’s receipt.  Future approvals, or disapprovals with supporting specific reasons, for subsequent submittals of corrections or changes, shall be provided to Tenant within three (3) business days of Landlord’s receipt.

(B)Once the Plans have been approved by Landlord, Tenant, at its sole cost and expense, shall promptly, and with all due diligence, perform Tenant’s Work as set forth on the Plans, and, in connection therewith, Tenant shall obtain all necessary governmental permits and approvals for Tenant’s Work. All of Tenant’s Work shall be performed strictly in accordance with the Plans and in accordance with applicable Legal Requirements (as defined in Section 1.2 hereof) and Insurance Requirements (as defined in Section 5.12 of the Lease). Tenant shall have Tenant’s Work performed by contractors, reasonably approved by Landlord, which contractors shall provide to Landlord such insurance as required by Section 8.14 of the Lease.  Landlord hereby acknowledges that it has approved the contractors listed on Exhibit B-3 to act as Tenant’s contractor with respect to Tenant’s Work.  Landlord shall have the right, in accordance with

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Section 5.4 of the Lease, to provide such reasonable rules and regulations relative to the performance of Tenant’s Work and any other work which the Tenant may perform under the Lease and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building electrical services and, if Tenant’s Work is performed other than during normal Building business hours, the cost of building engineer during such overtime hours.  It shall be Tenant’s obligation to obtain a certificate of occupancy or other like governmental approval for the use and occupancy of the Premises to the extent required by law, and Tenant shall not occupy the Premises for the conduct of business until and unless it has obtained such approval and has submitted to Landlord a copy of the same together with waivers of lien from all of Tenant’s contractors in form adequate for recording purposes. Tenant shall also prepare and submit to Landlord promptly after Tenant’s Work is substantially complete a set of as-built plans in both print and electronic forms showing the work performed by Tenant to the Premises including, without limitation, any wiring or cabling installed by Tenant or Tenant’s contractor for Tenant’s computer, telephone and other communication systems. Within thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as Additional Rent, an amount equal to the third party expenses incurred by Landlord to review Tenant’s Plans and Tenant’s Work, up to a maximum of Five Thousand and 00/100 Dollars ($5,000.00).

1.2Quality and Performance of Work.

All construction work required or permitted by the Lease shall be done in a good and workmanlike manner and in compliance with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and all Insurance Requirements (as defined in Section 5.12 of the Lease).  All of Tenant’s work shall be coordinated with any work being performed by or for Landlord and in such manner as to maintain harmonious labor relations.  Each party may inspect the work of the other at reasonable times and shall promptly give notice of observed defects. Each party authorizes the other to rely in connection with design and construction upon approval and other actions on the party’s behalf by any Construction Representative of the party named in Section 1.1 of the Lease or any person hereafter designated in substitution or addition by notice to the party relying. Tenant acknowledges that Tenant is acting for its own benefit and account and that Tenant will not be acting as Landlord’s agent in performing any Tenant Work, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any work.

1.3Special Allowance.

(A)Landlord shall provide to Tenant a special allowance equal to Three Million Three Hundred Eighty One Thousand Nine Hundred Fifty and 00/100 Dollars ($3,381,950.00) (being the product of (i) $55.00 and (ii) the Rentable Floor Area of the Premises (the “Tenant Allowance”)).

The Tenant Allowance shall be used and applied by Tenant solely toward the following (collectively, “Costs”):  (i) the costs of labor and materials incurred in the performance of Tenant’s Work; and (ii) architectural and engineering fees and expenses incurred in connection with the design of Tenant’s Work, provided, however, that such architectural and engineering

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fees and expenses shall be payable from Tenant’s Allowance up to an aggregate amount not to exceed the product of (a) $8.00 and (b) the Rentable Floor Area of the Premises.

In no event shall Landlord be required to advance funds on account of the Tenant Allowance with respect to any of Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant.

As a condition precedent to the disbursement of any payments on account of the Tenant Allowance, Tenant shall deliver to Landlord a certificate signed by Tenant specifying the total amount of all Costs of Tenant’s Work, including architectural and engineering fees and expenses, and identifying all design professionals, consultants, contractors, service providers, subcontractors and suppliers involved with Tenant’s Work (the “Tenant’s Costs Certificate”).  Tenant shall promptly notify Landlord in writing of any material change in the total amount of all Costs of Tenant’s Work as reflected in Tenant’s Costs Certificate.

(B)For the purposes hereof, a “Requisition” shall mean written documentation (including invoices from all applicable Tenant’s design professionals, consultants, contractors, service providers, subcontractors and suppliers, and such other documentation as Landlord’s mortgagee may reasonably request) showing in reasonable detail the Tenant’s Work completed to date and the cost of all of the items, services and work covered thereby.

Each Requisition shall be accompanied by (i) evidence reasonably satisfactory to Landlord that all of the items, services and work covered by such Requisition have been fully paid by Tenant, (ii) executed lien waivers (partial or final, as applicable) in the forms attached to the Lease as Exhibit F from all persons or entities that might have a lien as a result of performing any such services or work or furnishing any such items, (iii) a certificate signed by Tenant’s architect certifying that the Tenant’s Work reflected in such Requisition has been completed substantially in accordance with the Approved Plans, and (iv) a certificate signed by Tenant certifying that the amount of the such Requisition does not exceed the cost of the items, services and work covered thereby.  Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof.  Tenant shall submit Requisition(s) no more often than once every thirty (30) days.

Provided and on condition that, as of the date on which Tenant submits to Landlord any Requisition (together with all required supporting documentation) (i) Tenant has delivered Tenant’s Costs Certificate to Landlord, (ii) Tenant has submitted such Requisition to Landlord not later than the last day of the eighteenth (18th) calendar month after the Commencement Date, (iii) there exists no monetary or material non-monetary Event of Default (defined in Section 7.1 of the Lease), and (iv) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant’s interest in the Lease or against the Building or the Site arising out of Tenant’s Work or any litigation in which Tenant is a party, then Landlord shall pay the Costs shown on such Requisition within thirty (30) days after Landlord’s receipt thereof; provided, however, that in no event shall Landlord have any obligation to pay or otherwise fund (a) any fees, costs or expenses relating to Tenant’s Work other than Costs, or (b) any amount for Costs in excess of the Tenant Allowance.

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(C)Notwithstanding anything to the contrary herein contained:

(i)In addition to the other requirements applicable to Requisitions generally, as set forth in Section 1.3(B) above, it is understood and agreed that Landlord shall have no obligation to pay Tenant’s final Requisition, unless and until (a) Tenant has delivered to Landlord a final set of record drawings for Tenant’s Work, (b) Tenant has delivered to Landlord a certificate of substantial completion signed by Tenant’s general contractor and (c) the Commencement Date has occurred.

(ii)Landlord shall in no event be deemed, by undertaking to pay the Tenant Allowance or otherwise, to have assumed any obligations, in whole or in part, of Tenant to any design professionals, consultants, contractors, vendors, service providers, subcontractors, suppliers, workers, materialmen or other third parties.

(iii)Except with respect to work and/or materials previously paid for by Tenant, as evidenced by paid invoices and written lien waivers provided to Landlord, Landlord shall have the right (but not the obligation) to have portions of the Tenant Allowance paid to directly to Tenant’s design professionals, consultants, contractors, service providers, subcontractors or suppliers.

(iv)In the event that Costs are less than the Tenant Allowance, Tenant shall not be entitled to any payment or credit, nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease.

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EXHIBIT B-2

TENANT PLAN AND WORKING DRAWING REQUIREMENTS

1.Floor plan indicating location of partitions and doors (details required of partition and door types).

2.Location of standard electrical convenience outlets and telephone outlets.

3.Location and details of special electrical outlets; (e.g. Xerox), including voltage, amperage, phase and NEMA configuration of outlets.

4.Reflected ceiling plan showing layout of standard ceiling and lighting fixtures. Partitions to be shown lightly with switches located indicating fixtures to be controlled.

5.Locations and details of special ceiling conditions, lighting fixtures, speakers, etc.

6.Location and heat load in BTU/Hr. of all special air conditioning and ventilating requirements and all necessary HVAC mechanical drawings.

7.Location and details of special structural requirements, e.g., slab penetrations and areas with floor loadings exceeding a live load of 70 lbs./s.f.

8.Locations and details of all plumbing fixtures; sinks, drinking fountains, etc.

9.Location and specifications of floor coverings, e.g., vinyl tile, carpet, ceramic tile, etc.

10.Finish schedule plan indicating wall covering, paint or paneling with paint colors referenced to standard color system.

11.Details and specifications of special millwork, glass partitions, rolling doors and grilles, blackboards, shelves, etc.

12.Hardware schedule indicating door number keyed to plan, size, hardware required including butts, latchsets or locksets, closures, stops, and any special items such as thresholds, soundproofing, etc. Keying schedule is required.

13.Verified dimensions of all built-in equipment (file cabinets, lockers, plan files, etc.).

14.Location of any special soundproofing requirements.

15.All drawings to be uniform size (30” X 42”) and shall incorporate the standard project electrical and plumbing symbols and be at a scale of 1/8” = 1’ or larger.

16.Drawing submittal shall include the appropriate quantity required for Landlord to file for permit along with four half size sets and one full size set for Landlord’s review and use.

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17.Provide all other information necessary to obtain all permits and approvals for Tenant’s Work.

18.Upon completion of the Tenant’s Work, Tenant shall provide Landlord with two hard copies and one CAD file of all updated architectural and mechanical drawings to reflect all project sketches and changes.

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EXHIBIT B-3

APPROVED CONTRACTORS FOR TENANT’S WORK

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EXHIBIT C

LANDLORD SERVICES

I.CLEANING.

Cleaning and janitorial services shall be provided as needed Monday through Friday, exclusive of holidays observed by the cleaning company and Saturdays and Sundays.

A.OFFICE AREAS.

Cleaning and janitorial services to be provided in the office areas shall include:

1.Vacuuming, damp mopping of resilient floors and trash removal.

2.Dusting of horizontal surfaces within normal reach (tenant equipment to remain in place).

3.High dusting and dusting of vertical blinds to be rendered as needed.

B.LAVATORIES.

Cleaning and janitorial services to be provided in the common area lavatories of the building shall include:

1.Dusting, damp mopping of resilient floors, trash removal, sanitizing of basins, bowls and urinals as well as cleaning of mirrors and bright work.

2.Refilling of soap, towel, tissue and sanitary dispensers to be rendered as necessary.

3.High dusting to be rendered as needed.

C.MAIN LOBBIES, ELEVATORS, STAIRWELLS AND COMMON CORRIDORS.

Cleaning and janitorial services to be provided in the common areas of the building shall include:

1.Trash removal, vacuuming, dusting and damp mopping of resilient floors and cleaning and sanitizing of water fountains.

2.High dusting to be rendered as needed.

D.WINDOW CLEANING.

All exterior windows shall be washed on the inside and outside surfaces semi-annually.

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II.HVAC.

A.Heating, ventilating and air conditioning equipment will be provided with sufficient capacity to accommodate a maximum population density of one (1) person per one hundred fifty (150) square feet of useable floor area served, and a combined lighting and standard electrical load of 3.0 watts per square foot of useable floor area. In the event Tenant introduces into the Premises personnel or equipment which overloads the system’s ability to adequately perform its proper functions, Landlord shall so notify Tenant in writing and supplementary system(s) may be required and installed by Landlord at Tenant’s expense, if within fifteen (15) days Tenant has not modified its use so as not to cause such overload.

Operating criteria of the basic system shall not be less than the following:

(i)Cooling season indoor temperatures of not in excess of 73 - 79 degrees Fahrenheit when outdoor temperatures are 91 degrees Fahrenheit ambient.

(ii)Heating season minimum room temperature of 68 - 75 degrees Fahrenheit when outdoor temperatures are 6 degrees Fahrenheit ambient.

B.Landlord shall provide heating, ventilating and air conditioning as normal seasonal changes may require during the hours of 8:00 a.m. to 6:00 p.m. Monday through Friday (legal holidays in all cases excepted).

If Tenant shall require air conditioning (during the air conditioning season) or heating or ventilating during any other time period, Landlord shall use landlord’s best efforts to furnish such services for the area or areas specified by written request of Tenant delivered to the Building Superintendent or the Landlord before 3:00 p.m. of the business day preceding the extra usage. Landlord shall charge Tenant for such extra-hours usage at reasonable rates customary for first-class office buildings in the Boston Suburban market, and Tenant shall pay Landlord, as Additional Rent, upon receipt of billing therefor.

III.ELECTRICAL SERVICES.

A.Landlord shall provide electric power for a combined load of 3.0 watts per square foot of useable area for lighting and for office machines through standard receptacles for the typical office space.

B.In the event that Tenant has special equipment (such as computers and reproduction equipment) that requires either 3-phase electric power or any voltage other than 120 volts, or for any other usage in excess of 3.0 watts per square foot, Landlord may at its option require the installation of separate metering (Tenant being solely responsible for the costs of any such separate meter and the installation thereof) and direct billing to Tenant for the electric power required for any such special equipment.

C.Landlord will furnish and install, at Tenant’s expense, all replacement lighting tubes, lamps and ballasts required by Tenant. Landlord will clean lighting fixtures on a regularly scheduled basis at Tenant’s expense.

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IV.          ELEVATORS.

Provide passenger elevator service.

V.            WATER.

Provide hot water for lavatory purposes and cold water for drinking, lavatory and toilet purposes.

VI.          CARD ACCESS SYSTEM.

Landlord will provide a card access system at one entry door of the Building, giving Tenant access to the Building 24 hours per day, 365 days per year, except in case of emergency. Tenant will provide Landlord with a list of the names of Tenant’s employees to be given access cards prior to the one hundred eightieth (180th) day after the Commencement Date, and Landlord will provide Tenant with access cards for such employees at no cost to Tenant; thereafter, any access cards requested by Tenant will be charged to Tenant at the same rate which Landlord charges the other tenants in the Building.

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EXHIBIT D, SHEET 1

FLOOR PLAN OF FOURTH FLOOR PREMISES

1

EXHIBIT D, SHEET 2

FLOOR PLAN OF THIRD FLOOR PREMISES

1

EXHIBIT E

DECLARATION AFFIXING THE COMMENCEMENT DATE OF LEASE

THIS AGREEMENT made this           day of                         , 20  , by and between [LANDLORD] (hereinafter “Landlord”) and [TENANT] (hereinafter “Tenant”).

W I T N E S S E T H T H A T:

1.             This Agreement is made pursuant to Section 2.4 of that certain Lease dated [date], between Landlord and Tenant (the “Lease”).

2.             It is hereby stipulated that the Lease Term and Tenant’s obligation to pay Annual Fixed Rent commenced on [commencement date], (being the “Commencement Date” under the Lease), and shall end and expire on [expiration date], unless sooner terminated or extended, as provided for in the Lease.

WITNESS the execution hereof by persons hereunto duly authorized, the date first above written.

	LANDLORD:
	[INSERT LL SIGNATURE BLOCK]
	By:
	Name:
	Title:
	TENANT:
ATTEST:	[TENANT]
By:	By:
Name:	Name:
Title:	Title:
		Hereunto duly authorized.

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EXHIBIT F

FORMS OF LIEN WAIVERS

CONTRACTOR’S PARTIAL WAIVER AND SUBORDINATION OF LIEN

STATE OF		Date:
	COUNTY	Application for Payment No.:

OWNER:
CONTRACTOR:
LENDER / MORTGAGEE:	None

1.	Original Contract Amount:	$
2.	Approved Change Orders:	$
3.	Adjusted Contract Amount:	$
	(line 1 plus line 2)
4.	Completed to Date:	$
5.	Less Retainage:	$
6.	Total Payable to Date:	$
	(line 4 less line 5)
7.	Less Previous Payments:	$
8.	Current Amount Due:	$
	(line 6 less line 7)
9.	Pending Change Orders:	$
10.	Disputed Claims:	$

The undersigned who has a contract with                                               for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property

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known and identified as located in                    (city or town),                County,                                                and owned by                       , upon receipt of            ($          ) in payment of an invoice/requisition/application for payment dated                    does hereby:

(a)waive any and all liens and right of lien on such real property for labor or materials, or both labor and materials, or rental equipment, appliances or tools, performed or furnished through the following date                        (payment period), except for retainage, unpaid agreed or pending change orders, and disputed claims as stated above;

(b)subordinate any and all liens and right of lien to secure payment for such unpaid, agreed or pending change orders and disputed claims, and such further labor or materials, or both labor and materials, or rental equipment, appliances or tools, except for retainage, performed or furnished at any time through the twenty-fifth day after the end of the above payment period, to the extent of the amount actually advanced by the above lender/mortgagee through such twenty-fifth day.

Signed under the penalties of perjury this           day of          , 20  .

WITNESS:	CONTRACTOR:
Name:	Name:
Title:	Title:

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SUBCONTRACTOR’S LIEN WAIVER

General Contractor:
Subcontractor:
Owner:
Project:
Total Amount Previously Paid:	$
Amount Paid This Date:	$
Retainage (Including This Payment) Held to Date:	$

In consideration of the receipt of the amount of payment set forth above and any and all past payments received from the Contractor in connection with the Project, the undersigned acknowledges and agrees that it has been paid all sums due for all labor, materials and/or equipment furnished by the undersigned to or in connection with the Project and the undersigned hereby releases, discharges, relinquishes and waives any and all claims, suits, liens and rights under any Notice of Identification, Notice of Contract or statement of account with respect to the Owner, the Project and/or against the Contractor on account of any labor, materials and/or equipment furnished through the date hereof.

The undersigned individual represents and warrants that he is the duly authorized representative of the undersigned, empowered and authorized to execute and deliver this document on behalf of the undersigned and that this document binds the undersigned to the extent that the payment referred to herein is received.

The undersigned represents and warrants that it has paid in full each and every sub-subcontractor, laborer and labor and/or material supplier with whom undersigned has dealt in connection with the Project and the undersigned agrees at its sole cost and expense to defend, indemnify and hold harmless the Contractor against any claims, demands, suits, disputes, damages, costs, expenses (including attorneys’ fees), liens and/or claims of lien made by such sub-subcontractors, laborers and labor and/or material suppliers arising out of or in any way related to the Project.

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Signed under the penalties of perjury as of this            day of                     , 20  .

SUBCONTRACTOR:	Signature and Printed Name of Individual
	Signing this Lien Waiver
WITNESS:
Name:
Title:
Dated:

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CONTRACTOR’S WAIVER OF CLAIMS AGAINST OWNER AND ACKNOWLEDGMENT OF FINAL PAYMENT

Commonwealth of Massachusetts	Date:
COUNTY OF	Invoice No.:

OWNER:

CONTRACTOR:

PROJECT:

1.	Original Contract Amount:	$
2.	Approved Change Orders:	$
3.	Adjusted Contract Amount:	$
4.	Sums Paid on Account of Contract Amount:	$
5.	Less Final Payment Due:	$

The undersigned being duly sworn hereby attests that when the Final Payment Due as set forth above is paid in full by Owner, such payment shall constitute payment in full for all labor, materials, equipment and work in place furnished by the undersigned in connection with the aforesaid contract and that no further payment is or will be due to the undersigned.

The undersigned hereby attests that it has satisfied all claims against it for items, including by way of illustration but not by way of limitation, items of: labor, materials, insurance, taxes, union benefits, equipment, etc. employed in the prosecution of the work of said contract, and acknowledges that satisfaction of such claims serves as an inducement for the Owner to release the Final Payment Due.

The undersigned hereby agrees to indemnify and hold harmless the Owner from and against all claims arising in connection with its Contract with respect to claims for the furnishing of labor, materials and equipment by others. Said indemnification and hold harmless shall include the reimbursement of all actual attorney’s fees and all costs and expenses of every nature, and shall be to the fullest extent permitted by law.

The undersigned hereby irrevocably waives and releases any and all liens and right of lien on such real property and other property of the Owner for labor or materials, or both labor and

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materials, or rental equipment, appliances or tools, performed or furnished by the undersigned, and anyone claiming by, through, or under the undersigned, in connection with the Project.

The undersigned hereby releases, remises and discharges the Owner, any agent of the Owner and their respective predecessors, successors, assigns, employees, officers, shareholders, directors, and principals, whether disclosed or undisclosed (collectively “Releasees”) from and against any and all claims, losses, damages, actions and causes of action (collectively “Claims”) which the undersigned and anyone claiming by, through or under the undersigned has or may have against the Releasees, including, without limitation, any claims arising in connection with the Contract and the work performed thereunder.

Notwithstanding anything to the contrary herein, payment to the undersigned of the Final Payment Due sum as set forth above, shall not constitute a waiver by the Owner of any of its rights under the contract including by way of illustration but not by way of limitation guarantees and/or warranties. Payment will not be made until a signed waiver is returned to Owner.

The undersigned individual represents and warrants that he/she is the duly authorized representative of the undersigned, empowered and authorized to execute and deliver this document on behalf of the undersigned.

Signed under the penalties of perjury as of this     day of                 ,      .

		Corporation
By:
Name:
Title:
	Hereunto duly authorized

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF SUFFOLK

On this     day of           , 20   , before me, the undersigned notary public, personally appeared                                                   , proved to me through satisfactory evidence of identification, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it as                          for                     , a corporation/partnership voluntarily for its stated purpose.

NOTARY PUBLIC

My Commission Expires:

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EXHIBIT G

PLAN OF PARKING AREA

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EXHIBIT H

PROCEDURE FOR ALLOCATION OF COSTS OF
 ELECTRIC POWER USAGE BY TENANTS

This memo outlines the procedure for allocating charges for electric power for lights, plugs, heating, air conditioning and ventilation to the individual tenant premises within the Building.

1.Main electric service will be provided by the local utility company to a central utility metering center. All charges by the utility will be read from these meters and billed to and paid by Landlord at rates established by the utility company.

2.In order to assure that charges for electric service are allocated among tenants in relation to the relative amounts of electricity used by each tenant, meters (known as “check meters”) may be used to monitor tenant electric usage. On each floor there may be one or more check meter(s) serving all of the floor (separately or in conjunction with other floors), and on multi-tenant floors Landlord may require that the tenants (at Landlord’s sole cost and expense) install check meters relating to their premises (to the extent there are no check meters already serving such premises).

3.Landlord will cause the check meters to be read periodically and will perform an analysis of such information for the purpose of determining whether any adjustments are required to achieve an allocation of the costs of electric service among the tenants in relation to the respective amounts of usage of electricity for those tenants. For this purpose, Landlord shall, as far as possible in each case, cause the check meters to be read to determine usage for periods that include one or more entire periods used by the utility company for the reading of the meters located within the central utility metering center (so that the Landlord may, in its discretion, choose periods that are longer than those used by the utility company — for example, quarterly, semi-annual or annual periods).

4.Tenant’s share of electricity shall be determined by Landlord on the following basis:

a.The cost of the total amount of electricity supplied for usage by tenants during the period being measured shall be determined by dividing the total cost of electricity through the central utility metering center as invoiced by the utility company, without mark-up by Landlord, for the same period by the total amount of kilowatt hour usage as measured by the meters located within the central utility metering center (herein called “Cost Per Kilowatt Hour”).

b.Tenant’s allocable share of electricity costs for the period (“Tenant Electricity”) shall be determined by multiplying the Cost Per Kilowatt Hour by the number of kilowatt hours utilized by Tenant for such period as indicated by the check meter(s) for Tenant’s Premises.

c.Where a check-meter measures electricity delivered to more than one tenant, and where some but not all of the tenant spaces running off such check-meter are not separately sub-check-metered, the cost of Tenant Electricity for tenant spaces that are not separately sub-check-metered shall first be determined by the same procedure as set forth in paragraph (b) above (after

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subtracting out the usage shown on any sub-check-meter that runs off such primary check-meter, with the result being the “Net Check-Meter Usage”), and then the allocable share of each tenant served by that check-meter whose space is not separately sub-check-metered shall be determined by multiplying the total costs of Tenant Electricity for the Net Check-Meter Usage by a fraction, the numerator of which is the rentable area leased to such tenant and the denominator of which is the total rentable area under lease from time to time to tenants on said check-meter (other than those who are separately sub-check metered); provided, however, that if Landlord shall reasonably determine that the cost of electricity furnished to the Tenant at the Premises exceeds the amount being paid under this Subsection (c), then Landlord shall charge Tenant for such excess and Tenant shall promptly pay the same upon billing therefor as Additional Rent under the Lease.

d.Where part or all of the rentable area served by a check-meter has been occupied for less than all of the period for which adjustments are being made, appropriate and equitable modifications shall be made to the allocation formula so that each tenant’s allocable share of costs equitably reflects its period of occupancy, provided that in no event shall the total of all costs as allocated to tenants (or to unoccupied space) be less than the total cost of Tenant Electricity for said period.

e.Tenant shall make estimated payments on account of Tenant Electricity, as reasonably estimated by Landlord, on a monthly basis at the same time and in the same manner as Tenant’s monthly installments of Annual Fixed Rent.

5.a.Tenant shall pay to Landlord Tenant’s allocable share of Tenant Electricity costs for the period within thirty (30) days after billing therefor.

b.In lieu of making payments as provided in subsection (a) above, at Landlord’s option and upon prior written notice to Tenant, Tenant shall pay to Landlord an amount from time to time reasonably estimated by Landlord to be sufficient to cover, in the aggregate, a sum equal to the Tenant’s allocable share of Tenant Electricity costs for each calendar year during the Lease Term. No later than one hundred twenty (120) days after the end of the first calendar year or fraction thereof ending December 31 and of each succeeding calendar year during the Lease Term or fraction thereof at the end of the Lease Term, Landlord shall render Tenant a statement in reasonable detail certified by an officer of Landlord, showing for the preceding calendar year or fraction thereof, as the case may be, the Tenant’s allocable share of Tenant Electricity costs. Said statement to be rendered to Tenant also shall show for the preceding year or fraction thereof, as the case may be, the amounts already paid by Tenant on account of Tenant’s allocable share of Tenant Electricity costs and the amount of Tenant’s allocable share of Tenant Electricity costs remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. If such statement shows a balance remaining due to Landlord, Tenant shall pay same to Landlord on or before the thirtieth (30th) day following receipt by Tenant of said statement. Any balance shown as due to Tenant shall be credited against Annual Fixed Rent next due, or refunded to Tenant if the Lease Term has then expired and Tenant has no further obligation to Landlord. Payments by Tenant on account of Tenant’s allocable share of Tenant Electricity costs shall be deemed Additional Rent and shall be made monthly at the time and in the fashion herein provided for the payment of Annual Fixed Rent.

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Tenant shall be required to maintain any meter located within its Premises. Further, Tenant agrees that it will not make any material alteration or material addition to any such meter without the prior written consent of Landlord in each instance first obtained, which consent will not be unreasonably withheld, conditioned or delayed, and will promptly advise Landlord of any other alteration or addition to such check meter.

H-3

EXHIBIT I

FORM OF CERTIFICATE OF INSURANCE

I-1

EXHIBIT J

LIST OF MORTGAGES

None.

J-1

EXHIBIT K

BROKER DETERMINATION

Where in the Lease to which this Exhibit is attached provision is made for a Broker Determination of Extension Annual Market Rent or the Expansion Annual Market Rent, the following procedures and requirements shall apply:

1.             Tenant’s Request.  Tenant shall send a notice to Landlord by the time set for such notice in the applicable section of this Lease, requesting a Broker Determination of the Extension Annual Market Rent or the Expansion Annual Market Rent, as the case may be, which notice shall: (i) make explicit reference to this Lease and to the specific section of this Lease pursuant to which said request is being made, and (ii) include the name of a broker selected by Tenant to act for Tenant, which broker shall be affiliated with an experienced Boston commercial real estate brokerage firm selected by Tenant and which broker shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in the Boston West Suburban Market.

2.             Landlord’s Response.  Within ten (10) days after Landlord’s receipt of Tenant’s notice requesting the Broker Determination and stating the name of the broker selected by Tenant, Landlord shall give written notice to Tenant of Landlord’s selection of a broker having at least the affiliation and experience referred to above.

3.             Selection of Third Broker.  Within ten (10) days thereafter the two (2) brokers so selected shall select a third such broker also having at least the affiliation and experience referred to above.

4.             Rental Value Determination.  Within thirty (30) days after the selection of the third broker, the three (3) brokers so selected, by majority opinion, shall make a determination of the Extension Annual Market Rent or the Expansion Annual Market Rent, as the case may be, of the applicable space for the applicable period of time under this Lease.  Such determination shall take into account all relevant factors, including, without limitation, (x) provision for annual increases in rent during said term if so determined, (y) the as-is condition and location in the Building of the applicable space, and shall also take account of, and be expressed in relation to, the tax and operating cost bases and provisions for paying for so-called tenant electricity as contained in this Lease.  The brokers shall advise Landlord and Tenant in writing by the expiration of said thirty (30) day period of the Extension Annual Market Rent or the Expansion Annual Market Rent, as the case may be, so determined.

5.             Resolution of Broker Deadlock.  If the Brokers are unable to agree at least by majority on said determination, then the brokers shall send a notice to Landlord and Tenant by the end of the thirty (30) day period for making said determination setting forth their individual determinations of the Extension Annual Market Rent or the Expansion Annual Market Rent, as the case may be, and the highest such determination and the lowest such determination shall be disregarded and the remaining determination shall be deemed to be the determination of the Extension Annual Market Rent or the Expansion Annual Market Rent, as the case may be.

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6.             Broker Determination Binding Upon the Parties.  The parties hereby agree that any Broker Determination pursuant to this Exhibit K shall be conclusive and binding upon the parties and may be enforced by any court of competent jurisdiction.

7.             Costs.  Each party shall pay the costs and expenses of the broker selected by it and each shall pay one half (1/2) of the costs and expenses of the Third Broker.

8.             Failure to Select Broker or Failure of Broker to Serve.  If Tenant shall have requested a Broker Determination and Landlord shall not have designated a broker within the time period provided therefor above, and such failure shall continue for ten (10) days after written notice thereof, then Tenant’s broker shall request the Greater Boston Real Estate Board to designate Landlord’s broker.  If Tenant’s and Landlord’s brokers have been designated but the two brokers so designated do not, within a period of fifteen (15) days after the appointment of the second broker, agree upon and designate the third broker willing so to act, Tenant, Landlord or either broker previously designated may request the Greater Boston Real Estate Board, Inc. to designate the third broker willing so to act.  In case of the inability or refusal to serve of any person designated as a broker, or in case any broker for any reason ceases to be such, a broker to fill such vacancy shall be appointed by the Tenant, the Landlord, the brokers first appointed or the said Greater Boston Real Estate Board, Inc., as the case may be, whichever made the original appointment, or if the person who made the original appointment fails to fill such vacancy, upon application of any broker who continues to act or by the Landlord or Tenant, such vacancy may be filled by the said Greater Boston Real Estate Board, Inc.  Any broker appointed by the Greater Boston Real Estate Board, Inc., pursuant to the provisions hereof shall, for all purposes, have the same standing and powers as though he had been originally appointed by the party originally designated to make such appointment by the terms hereof.

K-2

EXHIBIT L

FLOOR PLAN OF FIRST EXPANSION SPACE, SECOND EXPANSION SPACE AND THIRD EXPANSION SPACE

L-1

EXHIBIT M

FORM OF LETTER OF CREDIT

[Letterhead of a money center bank acceptable to the Owner]

[Please note the tenant on this Letter of Credit must match the exact tenant entity in the Lease]

[date]

[Landlord]

c/o Boston Properties LP

800 Boylston Street, Suite 1900

Boston, Massachusetts 02199-8103

Attn: Lease Administration, Legal Dept.

Ladies and Gentlemen:

We hereby establish our Irrevocable Letter of Credit and authorize you to draw on us at sight for the account of [Tenant] (“Applicant”), the aggregate amount of [spell out dollar amount] and [    ]/100 Dollars [($                      )]. You shall have the right to make partial draws against this Letter of Credit from time to time.

Funds under this Letter of Credit are available to the beneficiary hereof as follows:

Any or all of the sums hereunder may be drawn down at any time and from time to time from and after the date hereof by [Landlord] (“Beneficiary”) when accompanied by this Letter of Credit and a written statement signed by an individual purporting to be an authorized agent of Beneficiary, certifying that such moneys are due and owing to Beneficiary, and a sight draft executed and endorsed by such individual.

This Letter of Credit is transferable in its entirety to any successor in interest to Beneficiary as owner of [Property, Address, City/Town, State]. Should a transfer be desired, such transfer will be subject to the return to us of this advice, together with written instructions. Any fees related to such transfer shall be for the account of the Applicant.

The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be duly honored upon presentation and delivery of the certification specified above.

This Letter of Credit shall expire on [Final Expiration Date].

Notwithstanding the above expiration date of this Letter of Credit, the term of this Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at

M-1

least sixty (60) days prior to any such date of expiration, the undersigned shall give written notice to Beneficiary, by certified mail, return receipt requested and at the address set forth above or at such other address as may be given to the undersigned by Beneficiary, that this Letter of Credit will not be renewed.

If any instructions accompanying a drawing under this Letter of Credit request that payment is to be made by transfer to your account with another bank, we will only effect such payment by fed wire to a U.S. regulated bank, and we and/or such other bank may rely on an account number specified in such instructions even if the number identifies a person or entity different from the intended payee.

This Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication 500.

Very truly yours,

[Name of Issuing Bank]

By:

Name:

Title:

M-2

FIRST AMENDMENT TO LEASE

FIRST AMENDMENT TO LEASE (the “First Amendment”) dated as of this 4th day of December, 2015 (the “Effective Date”), by and between BP BAY COLONY LLC, a Delaware limited liability company (“Landlord”) and BIT9, INC., a Delaware corporation (“Tenant”).

RECITALS

By Lease dated December 8, 2014 (the “Lease”), Landlord did lease to Tenant and Tenant did hire and lease from Landlord certain premises containing 61,490 square feet of rentable floor area (the “Rentable Floor Area of the Existing Premises”) on the third (3rd) and fourth (4th) floors (referred to herein as the “Existing Premises”) of the building known as and numbered 1100 Winter Street, Waltham, Massachusetts (the “Building”).

Tenant has exercised its rights under Sections 9.26 and 9.27 of the Lease to add the Second Expansion Space and the Third Expansion Space (as those terms are defined below) to the Existing Premises demised under the Lease, upon all of the same terms and conditions contained in the Lease except as otherwise provided in this First Amendment to Lease.

Landlord and Tenant are entering into this instrument to set forth said leasing of the Second Expansion Space and the Third Expansion Space, and to amend the Lease.

NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration in hand this date paid by each of the parties to the other, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the mutual promises herein contained, Landlord and Tenant hereby agree to and with each other as follows:

1.(A)Third Expansion Premises. Commencing on the Effective Date, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord approximately 15,976 square feet of rentable floor area (the “Rentable Floor Area of the Third Expansion Space”) located on the third (3rd) floor of the Building, as more particularly shown on the floor plan attached to the Lease as Exhibit L (the “Third Expansion Space”). From and after the Effective Date, the “Tenant’s Premises” under the Lease and all references to the “Premises” in the Lease shall be deemed to include both the Third Expansion Space and the Existing Premises.

(B)Second Expansion Premises. Commencing on the Second Expansion Space Commencement Date (as hereinafter defined), Landlord hereby leases to Tenant and Tenant hereby leases from Landlord approximately 4,525 square feet of rentable floor area (the “Rentable Floor Area of the Second Expansion Space”) located on the third (3rd) floor of the Building, as more particularly shown on the floor plan attached to the Lease as Exhibit L (the “Second Expansion Space”). From and after the Second Expansion Space Commencement Date, the “Tenant’s Premises” under the Lease and all references to the “Premises” in the Lease shall be deemed to include the Second

Bay Colony\Amendments\Bit9 First Amendment(D)

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Expansion Space, the Third Expansion Space and the Existing Premises (collectively, the “Expanded Premises”).

For the purposes hereof, the “Second Expansion Space Commencement Date” shall be the date on which the Second Expansion Space is delivered by Landlord to Tenant in the condition described in Section 6(A) below, currently estimated to be May 1, 2016 (the “Second Expansion Space Estimated Commencement Date”). Tenant acknowledges that there is an existing tenant (“CATO”) occupying the Second Expansion Space with a lease term scheduled to expire on April 30, 2016. If Landlord is unable to deliver the Second Expansion Space to Tenant in the condition required under this First Amendment on the Second Expansion Space Estimated Commencement Date, then the provisions of Section 9.28(g) shall apply; provided, however, that (a) if Landlord is unable to so deliver the Second Expansion Space to Tenant on or before May 15, 2016 (the “First Outside Date”), then Tenant shall receive a credit against Annual Fixed Rent for the Second Expansion Space equal to one-half (1/2) of one day of Annual Fixed Rent for the Second Expansion Space for each day after the First Outside Date until the earlier to occur of (i) June 1, 2016 (the “Second Outside Date”) and (ii) the Second Expansion Space Commencement Date and (b) if Landlord is unable to so deliver the Second Expansion Space to Tenant on or before the Second Outside Date, then Tenant shall receive a credit against Annual Fixed Rent for the Second Expansion Space equal to one (1) day of Annual Fixed Rent for the Second Expansion Space for each day following the Second Outside Date until the earlier to occur of (x) the Second Expansion Space Commencement Date and (y) the date on which Tenant first becomes entitled to exercise its termination option under Section 9.28(g) of the Lease. The foregoing rent credit and Tenant’s right of termination under said Section 9.28(g) shall be Tenant’s sole and exclusive remedies at law or in equity or otherwise for Landlord’s failure to deliver the Second Expansion Space to Tenant in the condition described in Section 6(A) below within the time periods set forth above.

As soon as may be convenient after the Second Expansion Space Commencement Date has been determined, Landlord and Tenant agree to join with each other in the execution, of a written Declaration Affixing the Second Expansion Space Commencement Date, in the form attached as Exhibit E to the Lease, in which the Second Expansion Space Commencement Date shall be stated. If Tenant shall fail to execute such Declaration Affixing the Second Expansion Space Commencement Date, the Second Expansion Space Commencement Date shall be as reasonably determined by Landlord in accordance with the terms of this First Amendment.

(C)Term. The Term of the Lease for the Second Expansion Space and the Third Expansion Space shall be coterminous with the Term of the Lease for the Existing Premises and shall expire on April 30, 2022 (the “Expiration Date”) unless sooner terminated as provided in Article V or Article VII or extended as provided in Section 9.24. Accordingly, the extension option contained in Section 9.24 of the Lease shall apply to the Existing Premises, the Second Expansion Space and the Third Expansion Space collectively and not to any such space independently.

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2.(A)Annual Fixed Rent for the Existing Premises. From and after the Effective Date, Annual Fixed Rent for the Existing Premises shall continue to be due and payable, in the manner and at the times set forth in the Lease.

(B)Annual Fixed Rent for the Third Expansion Space. Commencing on the Third Expansion Space Rent Commencement Date (as hereinafter defined) through the Expiration Date, Annual Fixed Rent for the Third Expansion Space shall be equal to $694,956.00 (being the product of (i) $43.50 and (ii) the Rentable Floor Area of the Third Expansion Space), payable in the same manner and at the same times set forth in the Lease with respect to Annual Fixed Rent for the Existing Premises. For the purposes hereof, the “Third Expansion Space Rent Commencement Date” shall be the earlier to occur of (x) that date which is one hundred twenty (120) days following the Effective Date and (y) the date on which Tenant commences beneficial occupancy of the Third Expansion Space for its regular business operations. Notwithstanding that the Tenant’s obligation to pay Annual Fixed Rent with respect to the Third Expansion Space shall not commence until the Third Expansion Space Rent Commencement Date, Tenant shall be subject to, and shall comply with, all other provisions of the Lease applicable to the Third Expansion Space as and at the times provided in the Lease.

(C)Annual Fixed Rent for the Second Expansion Space. Commencing on the Second Expansion Space Rent Commencement Date (as hereinafter defined), through the Expiration Date, Annual Fixed Rent for the Second Expansion Space shall be equal to $169,687.50 (being the product of (i) $37.50 and (ii) the Rentable Floor Area of the Second Expansion Space), payable in the same manner and at the same times set forth in the Lease with respect to Annual Fixed Rent for the Existing Premises. For the purposes hereof, the “Second Expansion Space Rent Commencement Date” shall be the earlier to occur of (x) that date which is one hundred twenty (120) days following the Second Expansion Space Commencement Date and (y) the date on which Tenant commences beneficial occupancy of the Second Expansion Space for its regular business operations. Notwithstanding that Tenant’s obligation to pay Annual Fixed Rent with respect to the Second Expansion Space shall not commence until the Section Expansion Space Rent Commencement Date, Tenant shall be subject to, and shall comply with, all other provisions of the Lease applicable to the Second Expansion Space as and at the times provided in the Lease.

(D)Annual Fixed Rent; Extended Term. During the Extended Term (if exercised), Annual Fixed Rent for the Expanded Premises shall be determined as provided in Section 9.24 of the Lease.

3.Additional Rent; Second Expansion Space and Third Expansion Space. From and after the Effective Date and thereafter during the Term, Tenant shall continue to pay Additional Rent and all other amounts due under the Lease at the times and in the manner set forth in the Lease, except that:

(A)Commencing on the Effective Date, for purposes of computing the “Operating Expenses Allocable to the Premises”, “Base Operating Expenses Allocable to the

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Premises”,  the “Base Taxes Allocable to the Premises” and “Landlord’s Tax Expenses Allocable to the Premises” solely with respect to the Third Expansion Space, the Rentable Floor Area of the Premises shall be equal to the Rentable Floor Area of the Third Expansion Space.

(B)Commencing on the Second Expansion Premises Commencement Date, for the purposes of computing Operating Expenses Allocable to the Premises”, “Base Operating Expenses Allocable to the Premises”, the “Base Taxes Allocable to the Premises” and “Landlord’s Tax Expenses Allocable to the Premises” with respect to the Second Expansion Space, the Rentable Floor Area of the Premises shall be equal to the Rentable Floor Area of the Second Expansion Space.

(C)For the purposes of computing Tenant’s payments for operating expenses, pursuant to Section 2.6 of the Lease, solely with respect to the Second Expansion Space and the Third Expansion Space, the definition of “Base Operating Expenses” shall mean Landlord’s Operating Expenses for calendar year 2016 (being the period from January 1, 2016 through December 31, 2016). The definition of Base Operating Expenses shall otherwise remain unchanged with respect to the Existing Premises.

(D)For the purposes of computing Tenant’s payments for real estate taxes pursuant to Section 2.7 of the Lease, solely with respect to the Second Expansion Space and the Third Expansion Space, the definition of “Base Taxes” shall mean Landlord’s Tax Expenses for fiscal year 2017 (being the period from July 1, 2016 through June 30, 2017). The definition of Base Taxes shall otherwise remain unchanged with respect to the Existing Premises.

4.Electricity. Tenant shall be responsible for all electricity used and consumed in the Second Expansion Space and Third Expansion Space and shall pay for such costs in accordance with Section 2.8 and Exhibit H of the Lease.

5.Parking. Effective as of the Effective Date, the “Number of Parking Spaces” available for Tenant’s use shall be increased from one hundred eighty-four (184) to two hundred thirty-two (232). Effective as of the Second Expansion Space Commencement Date, such number shall be further increased to two hundred forty-six (246) parking spaces.

6(A)Delivery; Condition of Expansion Space. Tenant shall accept each of the Second Expansion Space and the Third Expansion Space in their as-is condition without any obligation on the Landlord’s part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto; provided, however, that (i) Landlord deliver each such space to Tenant in vacant, broom clean condition free and clear of all debris and personal property and free of all tenants and parties in possession, and with all base Building systems serving such space in good working order and condition, and (ii) the foregoing shall not relieve Landlord of its maintenance and repair obligations under the Lease.

(B)Tenant’s Work. Subject to Section 6(A) above, Tenant, at is sole cost and

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expense, shall perform all work necessary to prepare the Second Expansion Space and the Third Expansion Space for Tenant’s use and occupancy (the “Expansion Space Work”). Such Expansion Space Work shall be performed in accordance with the terms and provisions of Sections 1.1 and 1.2 of Exhibit B-1 to the Lease, as if such Expansion Space Work was the Tenant’s Work thereunder.

(C)Landlord’s Contribution. Landlord shall provide Tenant with (i) a special allowance equal to $212,675.00 (being the product of (x) $47.00 and (y) the Rentable Floor Area of the Second Expansion Space (being 4,525 square feet)) (the “Second Expansion Space Tenant Allowance”) and (ii) a special allowance equal to $718,920.00 (being the product of (x) $45.00 and (y) the Rentable Floor Area of the Third Expansion Space (being 15,976 square feet)) (the “Third Expansion Space Tenant Allowance”). The Second Expansion Space Tenant Allowance and the Third Expansion Space Tenant Allowance are sometimes hereinafter referred to collectively as the “Expansion Space Allowances.”

Landlord shall provide Tenant with an additional allowance in the amount of $3,500.00 (the “Wiring and Cabling Removal Allowance”) to be utilized by Tenant towards the cost of identifying for removal and removing certain existing wiring and cabling from the Third Expansion Space as part of the Expansion Space Work (the “Wiring and Cabling Removal Work”). Landlord and Tenant hereby agree to cooperate with each other in good faith to determine which wiring and cabling may be removed without impacting the base building or other tenant premises in the Building.

The Expansion Space Allowances and the Wiring and Cabling Removal Allowance shall be used and applied by Tenant solely towards the Costs (as that term is defined in Section 1.3 of Exhibit B-1 to the Lease) of the Expansion Space Work or the Wiring and Cabling Work, as applicable, and shall be subject to all of the terms and provisions of said Section 1.3 except as follows:

(i)The Second Expansion Space Tenant Allowance shall be made available to Tenant from and after the Second Expansion Space Commencement Date and the Third Expansion Space Tenant Allowance and Wiring and Cabling Removal Allowance shall be made available to Tenant from and after the Third Expansion Space Commencement Date.

(ii)Tenant may utilize the Expansion Space Allowances towards the Costs of the Expansion Space Work in either portion of such expansion space, as long as Tenant has utilized a minimum of $40 per square foot of the Expansion Space Allowance towards Expansion Space Work in each of the Second Expansion Space and the Third Expansion Space.

(iii)Landlord shall be under no obligation to disburse any portion of the Expansion Space Allowances or the Wiring and Cabling Removal Allowance for which a Requisition is received after the first anniversary of the Second Expansion Space Commencement Date.

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7.Amended Lease Terms. (A) Sections 9.25 and 9.26 of the Lease are hereby deleted from the Lease in their entirety and shall be null and void and of no further force or effect.

(B)Notwithstanding the fact that Tenant is exercising its rights under Section 9.27 of the Lease with respect to the Third Expansion Space as set forth in this First Amendment, Landlord and Tenant hereby agree that (i) Section 9.27 shall remain in full force and effect and shall now apply to the approximately 34,000 square feet of rentable area on the second (2nd) floor of the Building shown on Exhibit A attached hereto (the “Fourth Expansion Space”), and (ii) wherever in said Section 9.27 or in Section 9.28 the term “Third Expansion Space” is used, the term “Fourth Expansion Space” shall be substituted therefor.

8.Security Deposit. It is acknowledged and agreed that Landlord is currently holding a Letter of Credit pursuant to Section 9.29 of the Lease in the face amount of One Million One Hundred Fifty-Two Thousand Nine Hundred Thirty-Seven and 50/100 Dollars ($1,152,937.50). Concurrently with the execution and delivery of this First Amendment, Tenant shall deliver to Landlord a new Letter of Credit or an amendment to the existing Letter of Credit that increases the total amount of the Letter of Credit by Two Hundred Eighty-Eight Thousand Two Hundred Fourteen and 50/100 Dollars ($288,214.50), so that the total security being held by Landlord pursuant to Section 9.29 of the Lease shall be One Million Four Hundred Forty-One Thousand One Hundred Fifty-Two and 00/100 Dollars ($1,441,152.00). The Letter of Credit, as increased pursuant to this Section 8, shall continue to be held by Landlord in accordance with Section 9.29 of the Lease.

9.Brokerage Indemnity. (A) Tenant warrants and represents that Tenant has not dealt with any broker in connection with the consummation of this First Amendment except T3 Advisors (the “Broker”) and in the event any claim is made against Landlord relative to dealings by Tenant with any brokers other than the Broker, Tenant shall defend the claim against Landlord with counsel of Tenant’s selection first approved by Landlord (which approval will not be unreasonably withheld) and save harmless and indemnify Landlord on account of loss, cost or damage which may arise by reason of such claim.

(B)Landlord warrants and represents that Landlord has not dealt with any broker in connection with the consummation of this First Amendment, other than the Broker, and in the event any claim is made against Tenant relative to dealings by Landlord with brokers, Landlord shall defend the claim against Tenant with counsel of Landlord’s selection first approved by Tenant (which approval will not be unreasonably withheld) and save harmless and indemnify Tenant on account of loss, cost or damage which may arise by reason of such claim. Landlord agrees that it shall be solely responsible for the payment of brokerage commissions to the Broker as further outlined in a separate agreement between Landlord and the Broker.

10.Capitalized Terms. Except as otherwise expressly provided herein, all capitalized terms used herein without definition shall have the same meanings as are set forth in the Lease.

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11.Ratification. Except as herein amended the Lease shall remain unchanged and in full force and effect. All references to the “Lease” shall be deemed to be references to the Lease as herein amended.

12.Authority. Each of Landlord and Tenant hereby represents and warrants to the other that all necessary action has been taken to enter this First Amendment and that the person signing this First Amendment on its behalf has been duly authorized to do so.

13.Counterparts. The parties acknowledge and agree that this First Amendment may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via .pdf) of an original signature.

[Signatures appear on following page]

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EXECUTED under seal as of the date and year first above written.

	LANDLORD:
WITNESS:	BP BAY COLONY LLC, a Delaware limited
	liability company
	BY: BP BAY COLONY HOLDINGS LLC, a
	Delaware limited liability company, its sole
	member
	BY: BOSTON PROPERTIES LIMITED
	PARTNERSHIP, a Delaware limited
	partnership, its member
	BY: BOSTON PROPERTIES, INC., a
	Delaware Corporation, its general partner
	BY:	/s/ David C. Provost
	Name:	David C. Provost
	Title:	SVP
	TENANT:
WITNESS:	BIT9, INC.
/S/ Eric Pyenson	By:		/s/ Gordon Pothier
	Name:		Gordon Pothier
	Title:		VP Finance

[Signature page to First Amendment to Lease]

EXHIBIT A

Fourth Expansion Space

EX-10.2

Exhibit 10.2

LEASE AGREEMENT BY AND BETWEEN 201 SOUTH STREET OWNER LLC AND CARBON BLACK, INC. 201-207 SOUTH STREET, BOSTON, MASSACHUSETTS

Date: TABLE OF CONTENTS ARTICLE 1 Basic Lease Information 4 ARTICLE 2 Demise 5 ARTICLE 3 Term 6 ARTICLE 4 Rent 7 ARTICLE 5 Use 7 ARTICLE 6 Improvements, Alterations And Fixtures 8 ARTICLE 7 Repairs 10 ARTICLE 8 Laws, Ordinances, Requirements for Public Authorities and Others 11 ARTICLE 9 Insurance 11 ARTICLE 10 Damage By Fire Or Other Cause 13 ARTICLE 11 Assignment, Subletting, Mortgaging 14 ARTICLE 12 Limited Liability On Landlord 16 ARTICLE 13 Rules And Regulations 17 ARTICLE 14 Condemnation 17 ARTICLE 15 Entry, Right To Change Public Portions Of The Building, Etc 17 ARTICLE 16 Bankruptcy 18 ARTICLE 17 Defaults and Remedies and Waiver of Redemption 19 ARTICLE 18 Covenant Of Quiet Enjoyment 22 ARTICLE 19 Subordination And Attornment 22 ARTICLE 20 Services And Equipment 23 ARTICLE 21 Additional Rent For Increases In Real Estate Taxes 25 ARTICLE 22 Additional Rent For Increases In Costs Of Operations 26 ARTICLE 23 Electric Services 30 2

ARTICLE 24 Broker 30 ARTICLE 25 Estoppel Certificate 30 ARTICLE 26 Surrender Of Premises 31 ARTICLE 27 Environmental Hazards 31 ARTICLE 28 Notices 32 ARTICLE 29 Inability To Perform 32 ARTICLE 30 Condition of the Premises; Allowance 33 ARTICLE 31 Security Deposit 33 ARTICLE 32 Arbitration 34 ARTICLE 33 Miscellaneous 35 ARTICLE 34 Right of First Offer 38 SCHEDULE A - THE LAND SCHEDULE B - PREMISES SCHEDULE C - RULES AND REGULATIONS SCHEDULE D - CLEANING SPECIFICATIONS SCHEDULE E-TENANT ALTERATION SPECIFICATIONS SCHEDULE F - INTENTIONALLY OMITTED SCHEDULE G - FORM OF ESTOPPEL SCHEDULE H - FORM OF COMMENCEMENT DATE AGREEMENT SCHEDULE I - CURRENT FORM OF SNDA 3

LEASE made this 1st day of March 2017 between 201 SOUTH STREET OWNER LLC, a Delaware limited liability company {hereinafter "Landlord"), and CARBON BLACK, INC. a Delaware corporation_ (hereinafter "Tenant"). WITNESSETH: ARTICLE 1 Basic Lease Information LANDLORD: LANDLORD'S ADDRESS: TENANT: TENANT'S ADDRESS: PROPERTY MANAGER: BUILDING: LAND: PREMISES: PROPERTY: AGREED AREA OF PREMISES: AGREED AREA OF BUILDING: TERM: 201 South Street Owner LLC c/o ClearRock Properties LLC 1221 Avenue of the Americas, 20th Floor New York. NY 10020 Carbon Black, Inc. 1100 Winter Street Waltham, MA 02451 ClearRock Properties LLC c/o Lincoln Property Company 60 South Street, Suite 1020 Boston, Massachusetts, 02111 201-207 South Street, Boston, MA The Land on which the Project is located and which is described on Schedule A Space on the 3rd floor of the Building as shown by the cross hatched area on Schedule B attached hereto The Land and the Building Approximately 7,270 rentable square feet 69,054 rentable square feet Four (4) years and the period from the Commencement Date until the Rent Commencement Date and expiring on the Expiration Date COMMENCEMENT DATE: See Section 3.014

RENT COMMENCEMENT DATE: EXPIRATION DATE: LEASE YEAR: RENEWAL OPTION: SECURITY DEPOSIT: PREPAID RENT: BASE RENT: BASE YEAR FOR OPERATING COSTS: TAX BASE YEAR: TENANTS SHARE: BROKER: ADDITIONAL RENT Two (2) months after the earlier to occur of (i) the date that is two (2) months after Commencement Date, or (ii) the date that Tenant first commences business operations in the Premises 11:59 p.m. (E.S.T) on the last day of the 48th full month after the Rent Commencement Date Each twelve (12) month period commencing on Rent Commencement Date and on each anniversary thereof, provided that if the Rent Commencement Date is not the first day of a month, then the first Lease Year shall be the period from the Rent Commencement Date through the last day of the 12(m) full month thereafter One (1) renewal term of three (3) years $83,604.99 $26,959.58 (applicable to Month 1 of the Term) Lease Year 1: $323,515.00 per year Lease Year 2: $330,785.00 per year Lease Year 3: $338,055.00 per year Lease Year 4: $345,325.00 per year Calendar Year 2017 July 1,2017 to June 30, 2018 10.53% Jones Lang LaSalle and T3 Advisors All sums other than Base Rent payable by Tenant to Landlord under this Lease, including Tenant's Tax Payment, Tenant's Operating Payment, late charges, overtime or excess service charges, damages, interest and other costs related to Tenant's failure to perform any of its obligations under this Lease ARTICLE 2 Demise Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord for the Term. The Premises are leased together with the appurtenances thereto, 5

including the non-exclusive right to utilize in common with others, the lobbies, elevators, sidewalks, walkways, common facilities, and other public portions of the Property. ARTICLE 3 Term Section 3.01 The Commencement Date of the Lease shall be a date selected by Tenant by written notice to Landlord, provided that the Commencement Date shall be no later than June 1, 2017. Tenant shall not be entitled to possession of the Premises prior to the Commencement Date. Section 3.02 Tenant shall have the right to extend the Term for an additional term (the "Extension Term") of three (3) years to commence on the date following immediately the Expiration Date upon the same terms and conditions as contained in this Lease except that the Base Rent shall be the greater of (i) Fair Market Rent, or (ii) the amount of Base Rent that is payable hereunder as of the Expiration Date, Tenant shall have no further extension options and Landlord shall not be required to refurbish the Premises nor provide any allowance therefor. Tenant shall give Landlord written notice of its exercise not earlier than twelve (12) months and not later than nine months prior to the original Expiration Date. Time is of the essence with respect to such date. In order for Tenant's exercise of this option to be effective, at the time it gives such notice and at the time the extended term is to commence, this Lease must be in full force and effect and Tenant shall not be in default, beyond applicable notice and cure periods, at either time of any of the terms, covenants or conditions of this Lease. For purposes of this Article 3, the term "Fair Market Rent" shall mean the annual fair market rent per square foot for then being paid under renewal leases for comparable space in the Building to tenants of comparable financial standing, considering all relevant factors, including without limitation the condition of the premises involved, floor location and floor height. If comparable leases do not then exist in the Building, then comparison shall be made to new, arms-length leases in comparable buildings in downtown Boston, considering the same factors. The term "Determination Date" shall mean the first date new Base Rent is applicable for the Extension Term. The initial determination of Fair Market Rent shall be made by Landlord. Landlord shall give written notice to Tenant of the proposed Fair Market Rent of at least three (3) months prior to the Determination Date. If Landlord's determination of Fair Market Rent is greater than the amount of Base Rent that is payable hereunder as of the Expiration Date, and Landlord and Tenant shall fail to agree upon the Fair Market Rent proposed by Landlord within thirty (30) days after receipt by Tenant of Landlord's notice thereof, then the Fair Market Rent shall be determined in accordance with the arbitration and appraisal procedures set forth below. In the event Landlord and Tenant are unable to agree upon Fair Market Rent for the Premises, Landlord and Tenant shall agree on an independent M.A.I, certified real estate appraiser experienced in appraising major commercial office properties for major commercial institutions with at least five years' experience as M.A.I, real estate appraisers in the downtown Boston. If Landlord and Tenant are unable to agree on such an appraiser within thirty (30) days, either party upon notice to the other party, may request such appointment by the American Arbitration Association in Boston, Massachusetts (or any successor thereto), or upon its failure, refusal or inability to act, may apply for such appointment to a court of competent jurisdiction. Within fifteen (15) day after such appraiser is agreed upon or appointed, Landlord and Tenant shall each submit to the appraiser its determination of Fair Market Rent, The appraiser shall select whichever of Landlord's and Tenant's determination of Fair Market Rent he or she determines is closest to Fair Market Rent. The appraiser shall not have the power to select or designate any other amount as Fair Market Rent. Each party shall pay its own counsel fees and 6

expenses, if any, in connection with any arbitration or appraisal under this paragraph, and the parties shall share equally all other expenses and fees of any such arbitration, including the fees associated with the appraiser. The determination rendered in accordance with the provisions of this paragraph shall be final and binding in fixing the Fair Market Rent. The appraiser shall not have the power to add to, modify, or change any of the provisions of the Lease. If for any reason the Fair Market Rent shall not have been determined prior to the Determination Date, then until the Fair Market Rent shall have been finally determined, rent payable subsequent to the Determination Date shall be equal to Fair Market Rent imposed by Landlord plus the additional rent then payable by Tenant. Upon such final determination of Fair Market Rent, an appropriate adjustment shall be made reflecting such final determination, and Landlord or Tenant, as the case may be, shall pay the other any overpayment or deficiency, as the case may be, from the Determination Date to the date of such final determination. ARTICLE 4 Rent Section 4.01 Tenant covenants and agrees to pay Landlord without further notice or demand (i) Base Rent in equal monthly installments in advance on the first (1st) day of each month commencing on the Rent Commencement Date, and (ii) Additional Rent, at the times and in the manner set forth in this Lease, without any setoff, counterclaim, abatement or deduction whatsoever other than as expressly set forth in this Lease, except that the first installment of Base Rent shall be paid on the delivery of this Lease. Tenant further agrees that all covenants and agreements to pay Rent as set forth herein are independent of all other lease covenants and agreements set forth in this Lease. Rent shall be paid to Landlord c/o the Property Manager at the Property Manager's address set forth in the basic lease terms, or such other place as Landlord may designate in writing in accordance with Article 28 hereof. Base Rent and Additional Rent are hereinafter collectively referred to as "Rent". Section 4.02 In the event that Tenant fails to make any Rent payment on or before the tenth (10th) day of the month, Tenant shall pay a late charge in the amount of four percent (4%) of the amount due. In addition, all Base Rent, Additional Rent and other sums due Landlord pursuant to this Lease which are not paid for more than ten (10) days after the due date thereof shall bear interest from their respective due dates until paid at the rate of twelve percent (12%) per annum("Default Rate"). The foregoing shall be in addition to any other right or remedy which may be available to Landlord in the event of default by Tenant. ARTICLE 5 Use Tenant shall only use the Premises for administrative, executive and general business office purposes only. Tenant shall not at any time use or occupy, or suffer or permit anyone to use or occupy, the Premises, or do or permit anything to be done in the Premises, in any manner (i) which violates the Certificate of Occupancy for the Premises or for the Building; (ii) which causes injury to the Building or any equipment, facilities or systems therein; (iii) which constitutes a violation of the laws and requirements of any public authorities or the requirements of insurance bodies; (iv) which impairs the character, reputation or appearance of the Building as a first-class office Building; (v) which impairs the proper and economic maintenance, operation and repair of the Building and/or its equipment, facilities or systems, in excess of normal office use; or (vi) which unreasonably annoys or inconveniences other tenants or occupants of the Building. 7

ARTICLE 6 Improvements. Alterations And Fixtures Section 6.01 Tenant shall make no alterations, installations, additions or improvements ("Alterations") in or to the Premises, except as set forth below, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, so long as such Alterations (i) are non-structural and do not affect any Building Systems, (ii) affect only the Premises and are not visible from outside of the Premises, (iii) do not affect the certificate of occupancy issued for the Building or the Premises, and (iv) do not violate any Requirement. Alterations of a purely decorative nature, such as painting or wallpapering, and other alterations which do not require a building permit or impact the Building's Systems, facade or structural elements ("Cosmetic Alterations") and other Alterations which will not affect the structure of the Building or Building systems outside of the Premises and that will cost less than $50,000.00 shall not require Landlord's approval, but Tenant shall provide Landlord with prior written notice thereof and the same shall be required to comply with all other provisions of this Article 6 and with the provisions of Schedule E hereof. "Building Systems" as used herein means the mechanical, electrical, plumbing, sanitary, sprinkler, heating, ventilation and air conditioning, security, life-safety, elevator and other service systems or facilities of the Building up to the point of connection of localized distribution to the Premises (excluding, however, supplemental HVAC systems of tenants, sprinklers and the horizontal distribution systems within and servicing the Premises and by which mechanical, electrical, plumbing, sanitary, heating, ventilating and air conditioning, security, life safety and other service systems are distributed from the base Building risers, feeders, panelboards, etc. for provision of such services to the Premises). All such Alterations shall be done at Tenant's sole expense by Contractors reasonably acceptable to Landlord (provided that Landlord shall have the right to designate the contractors that Tenant uses for any work on the mechanical, electrical and plumbing systems in the Building and the roof of the Building, as long as they are reasonably competitive in price), at such times and in such manner as Landlord may from time to time reasonably designate, and in full compliance with all governmental authorities having jurisdiction thereof. All Alterations made or affixed to the Building shall, unless the parties otherwise agree in writing or Landlord elects otherwise {which election shall be made at the time Landlord approves the plans for any Alteration, including Tenant's initial Alterations to the Premises), become the property of Landlord and remain upon, and be surrendered with the Premises at the termination of this Lease. Alterations made by Tenant and designated by Landlord to be removed shall be removed by Tenant at its sole expense and Tenant shall restore the Premises to the condition prior to the installation of such Alteration, reasonable wear and tear and damage by casualty and condemnation excepted, prior to the termination of this Lease in accordance with the provisions of Article 26. Notwithstanding anything herein to the contrary, Landlord shall not require the removal of (i) any Alterations that are normal office installations, or (ii) any Cosmetic Alterations. Landlord will advise Tenant, when Landlord review's Tenant's plans and specifications for the Tenant Work, as to whether any portion of the Tenant Work will be required to be removed upon the termination of this Lease. Tenant shall correct or replace any installation that causes on-going damage to any Building facility or service. In the event that Tenant fails to correct such installation, Landlord may make such correction and charge Tenant for the cost thereof. Any reasonable sums so expended by Landlord shall be deemed Additional Rent. Section 6.02 Prior to commencing any Alterations (unless expressly stated to the contrary below), Tenant shall furnish to Landlord all of the following: (a) Within ten (10) business days of completion of any work performed by a party, unconditional waivers of mechanics' lien rights signed by all parties to perform any work or furnish materials in connection with any Alteration;

Copies of all governmental permits and authorizations which may be required in connection with such work; A certificate evidencing that Tenant's contractors have procured employers' liability and workers' compensation insurance; Builder's risk coverage in an amount equal to the cost of the Alterations and completed operations coverages; Plans and specifications for such Alteration complying with the provisions of ADA (except with respect to Cosmetic Alterations); and At Landlord's request, with respect to any Alterations, other than Cosmetic Alterations, that will cost more than $50,000.00, Tenant shall furnish to Landlord a Payment and Performance Bond or other security reasonably acceptable to Landlord. Section 6.03 Notwithstanding the provisions of Section 6.02, if any mechanics' lien or attachment is filed against the Property for work claimed to have been done for, or materials claimed to have been furnished to Tenant, it shall be discharged by Tenant within ten (10) business days after Tenant's receipt of written notice thereof, at Tenant's sole cost. If Tenant fails to discharge such a mechanic's lien or attachment within said ten (10) business day period, Tenant shall be in default hereunder and Landlord, in addition to any other right it may have under Article 17 hereof, may, but is not obligated to, discharge such lien or attachment by payment without inquiring into the validity of said lien or attachment. All reasonable out-of-pocket costs incurred by Landlord in discharging any such lien or attachment shall be deemed Additional Rent. Nothing in this Lease shall constitute an agreement by Landlord to be responsible for or to pay for any amounts due to any of the Tenant's contractors. Such contractors shall have no right to file any mechanics' lien against Landlord's fee interest in the Property. Section 6.04 Tenant shall have the right to install, at its sole cost and expense, a wireless intranet, Internet, and communications network (also known as "Wi-Fi") utilizing IEEE 802.XX protocols within the Premises for the use of Tenant and its employees (the "Network") subject to the provisions of this Article 6. All telecommunications service providers shall be subject to Landlord's prior written approval, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall not solicit, suffer, or permit other tenants or occupants of the Building to use the Network or any other communications service, including, without limitation, any wired or wireless Internet service that passes through, is transmitted through, or emanates from the Premises. This Section 6.04(b) shall only apply to any service obtained by Tenant. Tenant agrees that the Network, Tenant's communications equipment and the communications equipment of Tenant's service providers located in or about the Premises or installed in the Building to service the Premises including, without limitation, any antennas, switches, or other equipment (collectively, "Tenant's Communications Equipment") shall be of a type and, if applicable, a frequency that will not cause radio frequency, electromagnetic, or other interference to any other party or any equipment of any other party including, without limitation, Landlord, other tenants, or occupants of the Building as of the date of this Lease. Landlord 9

reserves the right to cause Tenant to operate on a channel or frequency band that Landlord reasonably selects. In the event that Tenant's Communications Equipment causes or is reasonably believed by Landlord to cause any such interference, upon receipt of written notice from Landlord of such interference, Tenant will promptly take all steps necessary to correct and eliminate the interference. If the interference is not eliminated within 24 hours (or a shorter period if Landlord believes a shorter period to be appropriate) then, upon written notice from Landlord, Tenant shall use other channels or frequencies as reasonably determined by Landlord, or, if using other channels or frequencies doesn't alleviate the problem, at Landlord's reasonable election, shut down Tenant's Communications Equipment pending resolution of the interference (with the exception of intermittent testing upon prior notice to, and with the prior approval of, Landlord). Landlord shall have no obligation or liability with respect to any such interruption, curtailment or discontinuance of telecommunication services. If there is a dispute between Landlord and Tenant as to any such interference, then either party may submit such dispute to arbitration in accordance with the terms of Article 32 of this Lease, except that the chosen arbitrator(s) shall be (an) engineer(s) having at least 10 years of experience in telecommunications. Tenant shall maintain Tenant's Telecommunications Equipment in good order and repair at its sole cost and expense. Tenant acknowledges that Landlord has granted and/or may grant lease rights, licenses, and other rights to other tenants and/or occupants of the Building and to telecommunications service providers. Section 6.05 Floor Load. Tenant shall not place a load upon any floor of the Premises that exceeds 50 pounds per square foot "live load". Landlord reserves the right to reasonably designate the position of all equipment which Tenant wishes to place within the Premises, and to place limitations on the weight thereof. ARTICLE 7 Repairs Section 7.01 Except to the extent of Landlord's repair and maintenance obligations expressly set forth in this Lease, including in Section 7.03 below, Tenant shall maintain the Premises and all of the equipment and fixtures contained therein, and the entry doors to the Premises, in good order and repair at its own cost and expense, reasonable wear and tear and damage from casualty or condemnation excepted. All damage to the Property caused by or resulting from Tenant's moving property in or out of the Building or installation of furniture, fixtures or other property, which is due to the negligence of Tenant, its servants, employees, agents, visitors or licensees, reasonable wear and tear excepted, shall be repaired (i.e., fixed; Tenant shall not be required to upgrade anything) promptly by Tenant at its sole cost and expense to the reasonable satisfaction of Landlord. Section 7.02 In the event that any special equipment (such as supplemental air conditioning units or computer facilities) or appliances (such as kitchen, pantries or exercise facilities) are installed in the Premises, the servicing, maintenance, repair or replacement of such equipment or appliances shall be the sole responsibility of Tenant. Section 7.03 Landlord shall make and perform all structural and other maintenance, repairs and replacements, in order to keep in good order and repair the structure and exterior of the Building (within the Premises and outside of the Premises, including without limitation 10

 windows, the roof of the Building and the entry doors to the Building) and the public (i.e., common) portions of the Property and the Building Systems, to the extent outside of the Premises and any and all damage to the interior resulting from structural and/or defects in the engineering, plumbing, wiring and other such components of the building. The public portions of the Property shall include the public and/or common halls and stairways, elevators, plumbing, wiring and other Building Systems and equipment for the general supply of water, heat, air conditioning, gas and electricity and other utilities servicing the Premises and Landlord shall maintain such portions in good order and repair. ARTICLE 8 Laws. Ordinances. Requirements for Public Authorities and Others Tenant shall comply in all material respects with ail applicable laws, orders, ordinances and regulations of federal, state and municipal authorities and with any direction made pursuant to law by any public officer that shall impose any order or duty upon Landlord or Tenant with respect to Tenant's occupancy, use or manner of use of the Premises (including any building or zoning laws regarding Tenant's specific use thereof) ("Requirements"). Notwithstanding the foregoing, Tenant shall not be obligated to make structural repairs or alterations to the Premises or those other common portions of the Property used by Tenant in order to comply with applicable Requirements, including without limitation the Americans with Disabilities Act, unless the need for such repairs or alterations arises from (i) any installations or Alterations made in the Premises by or at Tenant's request, (ii) a breach of any of Tenant's covenants or agreements hereunder, or (iii) the specific manner and nature of Tenant's use or occupancy of the Premises, as distinguished from mere general office use. ARTICLE 9 Insurance Section 9.01 (a) Tenant shall at all times keep in full force and effect, at its own expense, a policy or policies of: (i) Commercial General Liability insurance, in occurrence form, covering bodily injury or death to persons and damage to or destruction of property, and including contractual liability coverage for Tenant's indemnity obligations required by this Lease to afford protection of not less than $1,000,000 per occurrence and $2,000,000 combined single limit in the aggregate for any one accident; (ii) Workers' Compensation insurance as required by alt state and/or federal laws; (iii) Business Interruption insurance; and (iv) "all-risk" property insurance on a "replacement cost" basis with an agreed value endorsement covering all Tenant's personal property and all improvements and betterments to the Premises performed at Tenant's expense. (b) Such policies will be maintained with companies having a "General Policyholders Rating" of at least A-:VIII as set forth in the most current issue of "Best's Insurance Guide," and will be written as primary policy coverage and not contributing with, or in excess of, any ll

coverage which Landlord shall carry. Tenant shall have the right to provide the coverages required herein under blanket policies provided that the coverage afforded Landlord shall not be diminished by reason thereof. No more frequently than once every twenty four (24) months, Landlord shall have the right to review the provisions of this Article and to require reasonable changes in the amounts or types of insurance, or both, as it may deem reasonably necessary in order to adequately protect its interests, provided that any such changes are consistent with industry standards and coverages being required by landlords of comparable buildings in downtown Boston at the time. Section 9.02 Tenant shall, prior to the Commencement Date, cause to be delivered to Landlord a certificate of insurance providing evidence of coverages required to be maintained hereunder. If commercially available to Tenant, any insurance policy required of Tenant under this Lease shall provide or contain an endorsement that the insurer will deliver to Landlord a minimum of ten (10) days prior written notice of cancellation or material reduction in coverage, and in any event, Tenant shall provide Landlord with at least thirty (30) days' prior written notice of any cancellation or material reduction in coverage under Tenant's insurance. Renewal certificates shall be furnished to Landlord at least thirty (30) days prior to the expiration date of each policy. All such certificates shall indicate that Landlord and others designated by Landlord are an additional insured with respect to the Commercial General Liability coverage. Section 9.03 All insurance policies required by this Article 9 shall contain a waiver by the insurer of any rights of subrogation to any cause of action (including negligent acts) against the Tenant or Landlord (as the case may be). Further, and notwithstanding anything in this Lease to the contrary, each party waives any claim or cause of action against the other party hereto arising from any loss or damage to property which is covered by such insurance or which could be covered by such insurance but only insofar as such party is compensated by such insurance for such loss or damage if either party self-insures. Section 9.04 All furnishings, fixtures, equipment and property of every kind and description of Tenant and of persons claiming by or through Tenant which may be on the Premises shall be at the sole risk and hazard of Tenant and no part of loss or damage thereto for whatever cause is to be charged to or borne by Landlord, unless caused by the gross negligence of Landlord or Landlord's agents or employees. Section 9.05 Tenant shall not cause or permit any action or condition that would (i) invalidate or conflict with Landlord's insurance policies, (ii) violate applicable rules, regulations and guidelines of the Fire Department, fire insurance rating organization or any other authority having jurisdiction over the Building, (iii) cause an increase in the premiums of fire insurance for the Building over that payable with respect to Comparable Buildings, or (iv) result in Landlord's insurance companies' refusing to insure the Building or any property therein in amounts and against risks as reasonably determined by Landlord. If fire insurance premiums increase as a result of Tenant's failure to comply with the provisions of this Section 8.1, Tenant shall promptly cure such failure and shall reimburse Landlord for the increased fire insurance premiums paid by Landlord as a result of such failure by Tenant. Section 9.06 If the Fire Insurance Rating Organization or any Governmental Authority or any of Landlord's insurers requires or recommends any modifications and/or alterations be made or any additional equipment be supplied in connection with the sprinkler system or fire alarm and life-safety system serving the Building solely by reason of Tenant's business, any Alterations performed by Tenant or the location of the partitions, Tenant's Property, or other contents of the Premises, Landlord (to the extent outside of the Premises) or Tenant (to the 12

extent within the Premises) shall make such modifications and/or Alterations, and supply such additional equipment, in either case at Tenant's expense. Section 9.07 Landlord shall maintain such insurance as shall be required by Landlord's institutional first mortgagee, and absent an institutional first mortgagee, not less than the following insurance, the costs of which shall be include in the Cost of Operation: all risk property insurance and commercial general liability insurance in limits reasonably determined by Landlord. ARTICLE 10 Damage By Fire Or Other Cause Section 10.01 If the Premises are partially damaged or rendered partially untenantable by fire or other cause without the fault or neglect of Tenant, Rent shall be apportioned according to the part of the Premises which is usable by Tenant for its normal business operations until the Premises are repaired and restored by Landlord to its condition as existed at the time of completion of the Punchlist items following the Commencement Date in accordance with Section 10.04. Section 10.02 If the Premises are totally or substantially damaged or are rendered wholly or substantially untenantable (by reason of damage to the Premises and/or the Building) by fire or other cause, then Rent shall be paid up to the time of occurrence of such condition and Tenant's obligation to pay Rent thenceforth shall cease until the Premises and, if affected, access thereto, are repaired and restored by Landlord to its condition as existed at the time of completion of the Punchlist items following the Commencement Date, subject to the provision of Section 10.04. Section 10.03 If, at any time during the Term, the Premises are damaged or are rendered wholly or substantially untenantable (by reason of damage to the Premises and/or the Building) by fire or other cause and Landlord decides not to restore the same or if the Building shall be so damaged (whether or not the Premises have been damaged) that Landlord and its engineers or contractors do not expect to be able to repair/restore the Building and/or the Premises within two hundred seventy (270) days of the date of the casualty, then either Landlord or Tenant may elect to terminate this Lease within thirty (30) days of Tenant's receipt of written notice from Landlord of such determination. Landlord shall provide such determination within thirty (30) days following the date of the casualty and in the event that Landlord fails to do so, Tenant shall have the right to obtain the same from an independent engineer or contractor; any such determination from an engineer or contractor obtained by Tenant shall be subject to Landlord's reasonable approval. Moreover, in the event that Landlord shall decide to demolish or not to rebuild the Premises, and Landlord is terminating all leases in the Building at the same time, then Landlord may, within ninety (90) days after the occurrence of such condition, give Tenant a notice in writing of such decision. In addition, if Landlord has elected to restore the damage, and Tenant either didn't have a right to terminate this Lease pursuant to this Section 10.03 or had a right to terminate this Lease pursuant to this Section 10.03 but did not exercise such right, then Tenant shall have a further right to terminate this Lease if the damage to the Premises or access thereto is not substantially restored within a period of time, from the date of Landlord's estimate of the restoration time, if the estimate was for less than two hundred seventy (270) days, or from the date that Tenant elected not to terminate this Lease, if the estimate was for two hundred seventy (270) days or more, equal to the time of the estimate, plus 25%. Upon the third day after the giving of such notice, this Lease shall terminate by lapse of time as fully and completely as if such date were the Expiration Date hereunder. Tenant shall then forthwith quit, surrender and vacate the Premises without prejudice, however, to each of 13

Landlord's and Tenant's right and remedies against the other under the Lease provisions in effect prior to such termination. If the damage or destruction is due to the fault or neglect of Tenant, the debris shall be removed from the Premises by, and at the expense of, Tenant. Section 10.04 Unless Landlord or Tenant shall serve a termination notice as provided for in Section 10.03, Landlord shall make the repairs and restorations under the conditions of Section 10.01 and Section 10.02, with all reasonable expedition, subject to reasonable delays due to adjustment of insurance claims, provisions of any superior mortgage, labor troubles, or any other cause beyond Landlord's control. No damages, compensation or claims shall be payable by Landlord for delay, inconvenience, loss of business or annoyance arising from any such restoration. Section 10.05 Notwithstanding anything to the contrary in this Article 10, if any damage during the final 12 months of the Term renders the Premises substantially untenantable, either Landlord or Tenant may terminate this Lease by notice to the other party within 30 days after the occurrence of such damage and this Lease shall expire on the 30th day after the date of such notice. For purposes of this Section 10.05, the Premises shall be deemed substantially untenantable if Tenant shall be precluded from using more than 50% of the Premises for the conduct of its business and Tenant's inability to so use the Premises is reasonably expected to continue for more than 90 days. Section 10.06 Neither Landlord, Property Manager nor any of their affiliates shall be liable for any injury or damage to persons or property or interruption of Tenant's business resulting from fire or other casualty, any damage caused by other tenants or persons in the Building or by construction of any private, public or quasi-public work, or any latent defect in the Premises or in the Building (except that Landlord shall be required to repair the same to the extent otherwise provided in this Lease). No penalty shall accrue for delays which may arise by reason of adjustment of fire insurance on the part of Landlord or Tenant, or for any Unavoidable Delays arising from any repair or restoration of any portion of the Building, provided that Landlord shall use reasonable efforts to minimize interference with Tenant's use and occupancy of, and access to, the Premises during the performance of any such repair or restoration. "Unavoidable Delays" for purposes of this section shall mean Landlord's inability to fulfill or delay in fulfilling any of its obligations under this Lease expressly or impliedly to be performed by Landlord or Landlord's inability to make or delay in making any repairs, additions, alterations, improvements or decorations or Landlord's inability to supply or delay in supplying any equipment or fixtures, if Landlord's inability or delay is due to or arises by reason of strikes, labor troubles or by accident, or by any cause whatsoever beyond Landlord's reasonable control, including governmental preemption in connection with a national emergency, Requirements or shortages, or unavailability of labor, fuel, steam, water, electricity or materials, or delays caused by Tenant or other tenants, mechanical breakdown, acts of God, enemy action, civil commotion, fire or other casualty. ARTICLE 11 Assignment Subletting. Mortgaging Section 11.01 Tenant will not by operation of law or otherwise assign, mortgage or encumber this Lease, nor sublet or permit the Premises or any part thereof to be used by others, without Landlord's prior written consent in each instance, which shall not be unreasonably withheld, conditioned or delayed. Landlord's consent to any assignment or subletting shall not in any manner be construed to relieve Tenant from obtaining Landlord's express written consent to any other or further assignment or subletting. Notwithstanding the foregoing, Landlord's consent to any assignment of this Lease or sublease of the Premises shall 14

not be required in connection with any assignment or sublease to an Affiliate or to a company that results from a merger, consolidation or other similar corporate transaction, or to a company that purchases all or substantially all of Tenant's assets (collectively, ail of the foregoing constituting a "Permitted Transfer"), provided that in order to constitute a Permitted Transfer, such assignee or sublessee must specifically agree in a writing delivered to Landlord to assume the obligations of Tenant with respect to the Premises so transferred and, provided further the net worth of any such entity resulting from a merger, consolidation or other similar corporate transaction, or purchaser of all or substantially all of Tenant's assets, calculated in accordance with generally accepted accounting principles, as of the date of the corporate transaction, is at least equal to the net worth of Tenant, similarly calculated on the Commencement Date or the corporate transaction date, whichever is greater. Tenant shall give Landlord at least ten (10) days prior written notice of any such assignment or sublease, including an executed copy of the assignment and assumption agreement or sublease, as applicable, or such corporate transaction, including an executed copy of the transaction documents. An "Affiliate" shall mean any entity the Controls Tenant, any entity that Tenant controls and any entity that is under common Control as Tenant. "Control" shall mean more than 50% ownership, with respect to any non-publicly traded company, and more than 10% ownership, plus management control, with respect to any publicly traded company. Upon obtaining a proposed assignee or subtenant, upon terms satisfactory to Tenant, Tenant shall submit to Landlord: (i) a copy of the fully executed proposed assignment or sublease; (ii) a description of the nature and character of the business of the proposed assignee or subtenant; (iii) such financial information as it has obtained; and (iv) such other reasonably available information as Landlord may request Landlord's consent to any such proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed provided that (i) the proposed assignee or subtenant's use and character are in Landlord's reasonable opinion in keeping with the character of the Building (ii) the proposed assignee or subtenant is creditworthy, in Landlord's reasonable opinion; (iii) the proposed assignee or subtenant is not another tenant or occupant of the Building; (iv) the proposed assignee or subtenant is not a person or entity with whom Landlord is negotiating for the lease of space in the Building or with whom Landlord has so negotiated in the prior six (6) months; and (v) Landlord's mortgagee consents to such agreement or sublease, if required. Landlord's consent to any assignment or sublease, if given, shall be evidenced only in a written agreement provided by Landlord and signed by Landlord, Tenant and its assignee or subtenant, as the case may be. Any such Landlord consent shall be conditioned on Tenant reimbursing Landlord for Landlord's reasonable legal fees in connection with the requested consent, not to exceed $2,000.00, as long as no unusual legal issues are presented and the documents involved do not have the effect of amending this Lease. Except in connection with a Permitted Transfer, in the event that Tenant proposes to assign this Lease or sublease all or substantially all of the Premises for all or substantially all of the remainder of the Term, Landlord shall have the option, to be exercised within thirty (30) days from submission by Tenant of all of the information required in the previous paragraph, to cancel and terminate this Lease as of the earlier of: (a) thirty (30) days after Landlord gives Tenant notice intention to cancel the Lease or (b) thirty (30) days after the date proposed by Tenant for the commencement of any assignment or subletting, subject to Tenant's right to notify Landlord within thirty (30) days of such notice of its withdrawal and retraction of its proposed assignment or sublease Section 11.02 If this Lease shall be assigned, or if the Premises or any part thereof shall be sublet or occupied by any person or persons other than Tenant, Tenant shall continue to be liable for the performance of all the provisions of this Lease. Landlord may, after default by 15

Tenant beyond applicable notice and cure periods, collect Rent from the assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or collection of Rent shall be deemed a waiver of the covenants in this Article 11, nor shall it be deemed acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the full performance by Tenant of all the terms, conditions and covenants of this Lease. Section] 1.03 If the rent and other sums, either initially or over the term of any assignment or sublease, payable by such assignee or subtenant to Tenant on account of an assignment or sublease of atl or any portion of the Premises, minus reasonable third party costs expended by Tenant in connection with such assignment or sublease, including without limitation any costs of improving the Premises or providing any allowance therefor, all commercially reasonable brokerage fees payable in connection therewith, and reasonable attorney's fees, exceed the sum of Rent called for hereunder with respect to the space assigned or sublet, Tenant shall pay to Landlord, as Additional Rent, fifty (50%) percent of such excess payable monthly at the time for payment of Rent. If an assignment or sublease includes any rent abatement or concession, no rent shall be attributed to the period for the abatement or concession for purposes of determining any amounts due to landlord under this Section 11.03. ARTICLE 12 Limited Liability On Landlord Section 12.01 Landlord shall not be liable for any damage to property of Tenant or of others entrusted to employees of the Building, or for the loss or damage to any property of Tenant by theft or otherwise. Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, rain, snow, or other of the elements, water or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature, unless caused by or due to the negligence or willful misconduct of Landlord or Landlord's employees, agents, contractors and invitees. Section 12.02 In any situation in which Tenant disputes Landlord's reasonableness in exercising its judgment or withholding or delaying its consent or approval, the sole remedies available to Tenant shall be those of an equitable nature, such as an action for an injunction or specific performance. Tenant specifically waives the rights to money damages or other remedies (including the right to claim money damages by way of set off, counterclaim or defense). Failure by Tenant to seek relief within six (6) months of the date of Landlord's decision or alleged failure to render a decision shall be deemed a waiver of any right to dispute such action. Except to the extent arising from, caused by or due to the negligence or willful misconduct of Landlord or Landlord's employees, agents, contractors or invitees, Tenant shall reimburse, indemnify and save harmless Landlord from and against any and all liability and damages, and from and against any and all suits, claims, and demands of every kind and nature, including reasonable counsel fees, by or on behalf of any person or entity, arising out of or based upon any accident, injury or damage, however occurring, which shall or may happen during the Term in connection with the Tenant's use of the Premises, and from and against any matter growing out of the condition, maintenance, repair, alteration, use, occupation or operation of the Premises. Section 12.03 Landlord shall not be liable to Tenant for any damage to persons or property, or loss of property in and about the Building, Premises, and the approaches, entrances, streets, sidewalks or corridors thereto, resulting by or from any unauthorized or criminal acts of third parties, regardless of any breakdown, malfunction or insufficiency of any 16

security measures, practices or equipment provided by Landlord. The provisions of this Section 12.03 shall survive the expiration or early termination of this Lease. ARTICLE 13 Rules And Regulations Tenant, its servants, employees, agents, visitors and licensees shall observe faithfully and comply with the rules and regulations set forth in Schedule C attached hereto and made a part hereof (the "Rules"). Landlord shall have the right from time to time during the Term to make reasonable changes in and additions to the Rules and shall provide Tenant with reasonable advance written notice of any such change. Any failure by Landlord to enforce the Rules now or hereafter in effect, either against Tenant or any other tenant in the Building, shall not constitute a breach hereunder or waiver of any such Rules. Notwithstanding the foregoing, Landlord will not discriminate against Tenant in the enforcement thereof compared to other similarly situated tenants of the Building. ARTICLE 14 Condemnation Section 14.01 In the event that the whole or any material portion ("material" being defined as an amount which precludes Tenant from occupying a majority of the Premises for its intended purposes, as reasonably determined by Tenant) of the Premises are taken by condemnation or eminent domain in any manner for any public use, this Lease shall terminate as of the date of vesting of title in the condemning authority. Section 14.02 In the event that less than a material portion of the Premises are taken by condemnation or eminent domain in any manner for any public use, this Lease shall continue and there shall be an equitable adjustment of Rent. Section 14.03 In the event of any such taking of all or a part of the Property, Building or Premises, Landlord shall be entitled to receive the entire award in the condemnation proceeding, including any award made for the value of the estate vested by this Lease in Tenant. Tenant hereby expressly assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in or to any such award or any part thereof, and Tenant shall be entitled to receive no part of such award. Tenant is entitled to pursue any award for Tenant's moving expenses and any other award that does not diminish the award of Landlord. Section 14.04 In the event that this Lease is not terminated pursuant to this Article 14, Landlord shall repair and restore the Premises and any portions of the Property affected by such taking that affects Tenant's access to or use and enjoyment of the Premises to the same condition as the same existed prior to the date of the taking, to the extent reasonably practicable after receipt of the condemnation award, with reasonable diligence, subject to force majeure. ARTICLE 15 Entry, Right To Change Public Portions Of The Building, Etc. Section 15.01 Tenant shall permit Landlord to erect, use and maintain pipes, ducts and conduits in and through the Premises provided that they do not unreasonably interfere with Tenant's use of the Premises or materially affect the layout thereof. Landlord or its agents or designees shall have the right upon reasonable notice and at reasonable times (which shall not be less than 24 hours, and may be verbal), except in the case of an emergency to enter the Premises for the purpose of making such repairs or alterations as Landlord shall desire or be required to make by the provisions of this Lease provided that Landlord shall use commercially reasonable efforts to insure that such entry shall be made in a manner intended to minimize 17

interference with or disruption to Tenant's operations (provided that Landlord shall not be required to have any such entry occur after Standard Building Hours) and Landlord shall notify Tenant by telephone with reasonable haste after any entry due to an emergency. Any installations, replacements and relocation of pipes, ducts and conduits referred to in the previous sentence shall be located, so far as practicable, in the central core area of the Building, above ceiling surfaces, below floor surfaces or within perimeter walls of the Premises, and Landlord shall repair any damage caused thereby. Any installations, replacements and relocations not so relocated will be boxed and decorated in a manner which is consistent with the adjacent areas. Landlord shall be allowed to take all material into and upon the Premises that may be required for the repairs or alterations above mentioned without the same constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way abate, except as otherwise provided in this Lease, while said repairs or alterations are being made, provided that Landlord may not store any such material within the Premises). Landlord shall have the right, at any time during the term of this Lease, at reasonable times and upon reasonable notice (which shall not be less than 24 hours, and may be verbal), to inspect the Premises and to exhibit the Premises to its mortgagee, any prospective mortgagee or purchaser of the Building and, during the last twelve (12) months of the Term, to exhibit the Premises prospective tenants. Section 15.02 Landlord shall have the right at any time without thereby creating an actual or constructive eviction or incurring any liability to Tenant therefor, to change the arrangements or location of such of the following as are not contained within the Premises, provided that Tenant's use and occupancy of, or access to the Building or the Premises is not materially adversely affected thereby: lobbies, entrances, elevators, passageways, doors and doorways, corridors, stairs, parking facilities, toilets, and other like public portions of the Property. Section 15.03 Landlord shall have the right at any time to name the Building after any person(s) or tenant(s) and to change any and all such names at any time thereafter. ARTICLE 16 Bankruptcy Section 16.01 If at or before the Commencement Date or at any time during the Term hereof there shall be filed against Tenant in any court pursuant to any statute either of the United States or of any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant's property, and within ninety (90) days thereafter Tenant fails to secure a discharge thereof, or if Tenant makes an assignment for the benefit of creditors or petitions for or enters into an arrangement or composition with creditors, or takes advantage of any statute relating to bankruptcy, this Lease, at the option of Landlord (by written notice to Tenant), may be terminated, if permitted by such statutes. Upon such termination, neither Tenant nor any person claiming through or under Tenant by virtue of any statute or of an order of any court shall be entitled to possession or to remain in possession of the Premises but shall forthwith quit and surrender the Premises. In addition to the other rights and remedies Landlord has by virtue of any other provision of this Lease or by virtue of any statute or rule of law, Landlord may retain as liquidated damages any Rent, Security Deposit or monies received by it from Tenant or others on behalf of Tenant. Section 16.02 It is stipulated and agreed that in the event of the termination of this Lease pursuant to this Article 16, Landlord shall forthwith, notwithstanding any other provisions of this Lease to the contrary, be entitled to recover from Tenant as and for liquidated damages an amount equal to the excess, if any, of the Rent reserved hereunder for the unexpired portion 18

of the Term over the then fair and reasonable rental value of the Premises for the same period. If the Premises or any part thereof be relet by Landlord for all or any part of the unexpired Term before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved upon such reletting shall be deemed prima facie to be the fair and reasonable rental value for the whole or part of the Premises so relet during the term of the reletting. Nothing herein contained shall limit or prejudice the right of Landlord to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to or less than the amount of the excess referred to above. Section 16.03 If, pursuant to any bankruptcy statute, Tenant is permitted to assign this Lease in disregard of the provisions of this Article 16, Tenant agrees that adequate assurance of future performance by such assignee shall be required in an amount equal to the sum of one (1) year's Rent, payable as of the date of such assignment. Said sum shall be deposited in cash with Landlord and shall be held, without interest, by it for the balance of the Term as security for the full and faithful performance of all of the obligations of this Lease to be performed by such assignee. If Tenant receives or is to receive any valuable consideration for such assignment, such consideration, after deducting therefrom (i) the reasonable broker's commissions, if any, incurred by Tenant for such assignment, and (ii) any portion of such consideration reasonably designated by the assignee as paid for the purchase of Tenant's personal property in the Premises, shall be the sole and exclusive property of Landlord and shall be paid over to Landlord directly by such assignee ARTICLE 17 Defaults and Remedies and Waiver of Redemption Section 17.01 The occurrence of any one or more of the following shall constitute a default by Tenant under this Lease: failure to pay any Rent and/or other payment herein within ten (10) days after the same is due (provided that Landlord shall, not more than once per calendar year, be required to give Tenant written notice that a payment was not made when due, and Tenant shall have ten (10) days from receipt thereof in which to make the payment); failure to perform any other covenant to be observed by Tenant hereunder within thirty (30) days after Notice of such failure is received by Tenant, or if the failure complained of shall be of such a nature that it cannot be completely cured or remedied within said thirty (30) day period, such longer period as shall reasonably be required, provided Tenant shall have diligently commenced curing such default within such thirty (30) day period and diligently and in good faith proceeds to remedy or cure such failure; dissolution or disbanding of Tenant, provided that any reconstitution of the shareholders or officers of Tenant shall not be deemed a dissolution or disbanding of Tenant; failure to timely provide or replenish a satisfactory Security Deposit as required by Article 31; or failure to provide an executed Estoppel Certificate on a timely basis as required by Article 25, provided that if Tenant responds to a request for an Estoppel Certificate within the time period provided for in Article 25 and is negotiating the Estoppel Certificate in good faith, then no default shall exist. 19

Section 17.02 In addition to all other remedies and rights provided for in this Lease, upon the occurrence and continuance of any such default beyond applicable notice and cure periods, Landlord may, at its option and without any notice not otherwise required hereunder, do any one or more of the following, at such times and in such order as Landlord may determine to be in its interest: Declare, by written notice to Tenant, this Lease terminated as fully and completely as if the date of such termination notice were the date herein fixed for the expiration of this Lease; re-enter the Premises and dispossess Tenant and the legal representative of Tenant and any other occupant of the Premises, remove their effects (to storage at the expense of Tenant or otherwise), and hold the Premises as if this Lease had not been made, without being liable for any prosecution or damages therefor and if Landlord so elects, may sell such effects at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay over the balance, if any, to Tenant; relet the Premises (as the agent of Tenant if this Lease has been terminated) as further provided below and receive the rent therefor; cure such default for the account and at the expense of Tenant; be entitled to receive as liquidated damages the present value of (i) the Rent reserved for the unexpired portion of the Term; minus (ii) the then fair and reasonable rental value of the Premises for the same period, in both cases using a discount rate equal to the rate for treasury securities with a term approximately equal to the unexpired portion of the Term; or exercise all other rights and remedies available at law or in equity. Section 17.03 Upon any such termination of this Lease, Tenant shall quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided. Tenant shall pay to Landlord all amounts then due under this Lease and, at Landlord's election, the amount of Rent accelerated pursuant to Section 17.02(e). Section 17.04 In the event that Landlord re-enters the Premises following default by Tenant beyond applicable notice and cure periods, whether or not the Lease is terminated, Landlord may relet the Premises upon such terms as shall be satisfactory to Landlord, in its sole discretion, and all rights of Tenant to repossess the Premises shall be forfeited. Any such reletting may be of the entire Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms, which may at Landlord's option be less than or in excess of the period which would otherwise have constituted the balance of the term of this Lease. Section 17.05 Landlord's obligation to mitigate damages after a default by Tenant under this Lease beyond applicable notice and cure periods that results in Landlord regaining possession of all or part of the Premises, to the extent mitigation efforts are required by law, shall be satisfied in full if Landlord undertakes to lease the Premises to another tenant (a "Substitute Tenant") in accordance with the following criteria: (a) Landlord shall have no obligation to solicit or entertain negotiations with any other prospective tenants for the Premises until Landlord obtains full and complete possession 20

of the Premises including, without limitation, the final and unappealable legal right to re-let the Premises free of any claim of Tenant. Landlord shall not be obligated to offer the Premises to any prospective tenant when other premises in the Building suitable for that prospective tenant's use are currently available, or will be available within the next six (6) months. Landlord shall not be obligated to lease the Premises to a Substitute Tenant for a rental less than the current fair market rental then prevailing for similar office space in comparable buildings in the same market area as the Building. Landlord shall not be obligated to enter into a new lease under terms and conditions that are unacceptable to Landlord under Landlord's then current leasing policies for comparable space in the Building. Landlord shall not be obligated to enter into a lease with any proposed Substitute Tenant that does not have, in Landlord's reasonable opinion, sufficient financial resources to maintain the Premises in a first-class manner and pay all rent payable pursuant to this Lease. Landlord shall not be required to expend any amount of money to alter, remodel or otherwise make the Premises suitable for use by a Substitute Tenant unless: (i) Tenant pays any such sum to Landlord in advance of Landlord's execution of a lease with such Substitute Tenant (which payment shall not be in lieu of any damages or other sums to which Landlord may be entitled to as a result of Tenant's default under this Lease); or (ii) Landlord, in Landlord's sole discretion, determines that any such expenditure is financially justified in connection with entering into any lease with such Substitute Tenant. (g) Landlord shall not be obligated to enter into a lease with any Substitute Tenant whose use would violate any restriction, covenant or requirement contained in the lease of another tenant of the Building. Section 17.06 Any re-entry or reletting, or both of the Premises, by Landlord shall not operate to release Tenant from any rent to be paid (less the net proceeds, if any, received by Landlord from any reletting of the premises as set forth in Section 17.07 below) or covenant to be performed hereunder by Tenant during the term of this Lease. The failure or refusal of Landlord to relet the Premises or any part or parts thereof, except on terms provided for herein, shall not release or affect Tenant's liability for damages. In addition, if the Premises, or any part or parts thereof, are relet, Landlord shall in no event be liable in any way whatsoever for failure to collect the rent under such reletting. For the purposes of reletting, Landlord shall be authorized to do such marketing, to make such repairs, alterations or decorations in or to the Premises, and to provide for such rent concessions, free rent or other inducements as Landlord in Landlord's reasonable judgment considers advisable or necessary. Tenant shall be liable to Landlord for the cost of such marketing, repairs, alterations and decorations, and all other expenses of such reletting, including, but not limited to, attorney's fees and brokerage fees Tenant shall not be entitled to any surplus accruing as a result of any such reletting. 21

Section 17.07 If the Premises are relet, the sum realized or to be realized from such reletting for the period which would otherwise have constituted the balance of the Term, net of all costs of such reletting, including attorney's fees, brokerage fees, the value of Landlord's time and costs of preparing the Premises for occupancy for a Substitute Tenant, shall be applied to the Rent to be paid by Tenant under this Lease for such period, and Tenant shall pay to Landlord an amount equal to any deficiency on the terms set forth in Section 17.02 (e). Section 17.08 In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy available at law or in equity. The foregoing remedies and rights of Landlord are cumulative, and Landlord may exercise any one, more or all of such remedies at one time or at any time and in any sequence as Landlord may, in its sole discretion, elect. Landlord's declining to exercise any remedy or right available to it at any one time shall not constitute waiver of the right to do so at any other time or upon any other default by Tenant. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant's being evicted or dispossessed for any cause, or in the event of Landlord's obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease, or otherwise. Section 17.09 Landlord shall in no event be in default of the performance of any of Landlord's obligations hereunder unless and until Landlord shall have received written notice from Tenant to Landlord specifying any such Landlord failure to perform its obligations hereunder and thereafter Landlord fails to perform such obligations within a reasonable period of time required to correct any such defaults, which period shall be deemed to be thirty (30) days from receipt of such written notice unless such obligation is not reasonably susceptible to cure within thirty (30) days, in which case Landlord shall commence to so cure within thirty (30) days and shall pursue such cure thereafter diligently until completion. ARTICLE 18 Covenant Of Quiet Enjoyment Landlord covenants that upon Tenant's paying the Rent and observing and performing all the terms, covenants and provisions of this Lease on Tenant's part to be observed and performed, Tenant may peaceably and quietly enjoy the Premises, free from interference from Landlord or anyone claiming under or through Landlord, subject nevertheless to the terms and conditions of this Lease. This covenant shall bind and be enforceable against Landlord, subject to the terms hereof, only so long as Landlord is the owner of the Building. ARTICLE 19 Subordination And Attornment Section 19.01 This Lease and all of Tenant's rights hereunder shall be subject and subordinate to any mortgage, deed of trust or other security instrument now or hereafter granted by Landlord and/or its predecessors or successors affecting all or any portion of the Property and to all renewals, modifications, consolidations, replacements and extensions thereof. The foregoing subordination shall be self-operative and no further instrument of subordination need be obtained, provided, however, that upon the request of any mortgagee of the Property, Tenant shall promptly execute and deliver an instrument prepared by such holder evidencing and confirming such subordination. As long as any mortgage exists, Tenant shall not seek to terminate this Lease by reason of any act or omission of Landlord until (a) Tenant shall have given notice of such act or omission to all mortgagees, and (b) not less than thirty (30) days 22

shall have elapsed following the giving of notice of such default and the expiration of any applicable notice or grace periods (unless such act or omission is not capable of being remedied within a reasonable period of time), during which period such mortgagees shall have the right, but not the obligation, to remedy such act or omission and thereafter diligently proceed to so remedy such act or obligation. If any mortgagee elects to remedy such act or omission of Landlord, Tenant shall not seek to terminate this Lease so long as such mortgagee is proceeding with reasonable diligence to effect such remedy, provided that (i) the mortgagee shall only have ninety (90) days after the time given to Landlord to cure Landlord's default, and (ii) none of Tenant's remedies for such default, other than any right to terminate this Lease, shall be affected or delayed as a result of such additional time given to the mortgagee to cure. Tenant shall, upon request from Landlord, execute and deliver a subordination, non-disturbance and attornment agreement (an "SNDA") with Landlord's first mortgagee, on the mortgagee's form. Landlord's existing mortgagee's form is attached hereto as Schedule I (provided that Tenant shall have the right, at its cost, to negotiate such SNDA). Section 19.02 In the event the holder of any mortgage of the Property shall come into possession of or acquire title to the Property as a result of the enforcement or foreclosure (judicial or non-judicial) of such a mortgage, or by means of the delivery to such party of a deed-in-lieu of foreclosure or as a result of any other means, or in the event that Landlord's estate in such real property is conveyed or passes to a person or entity by operation of law or any other means then in any of said events Tenant shall, at the election and upon the request of such successor owner, attorn to such successor owner as its landlord under this Lease provided, that any such successor owner shall not be (i) liable for any act, omission or default of any prior landlord (including, without limitation, Landlord), provided, however, that nothing herein shall relieve any successor owner from its obligations to maintain and repair the Premises or the Building as required under this Lease; (ii) liable for the return of any monies paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such monies or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defenses that Tenant might have against any prior landlord (including, without limitation, such successor owner); (iv) bound by any rent which Tenant might have paid in advance for more than the current month to any prior landlord (including, without limitation, Landlord) unless actually received by such successor owner; (v) bound by any covenant to perform or complete any construction in connection with the Property or the Premises or to pay any sums to Tenant in connection therewith; (vi) bound by any waiver or forbearance under, or any amendment, modification, abridgement, cancellation or surrender of, this Lease made without the consent of such successor owner; or (vii) bound by any representation or warranty made by any prior landlord (including, without limitation, Landlord). The foregoing attornment requirement shall be self-operative upon any such request of a successor owner. Tenant agrees, however, upon demand of such successor owner, to execute an instrument in confirmation of the foregoing provisions. ARTICLE 20 Services And Equipment Section 20.01 Landlord shall: (a) Provide non-exclusive operator-less passenger and freight elevator service on Sundays through Saturdays, twenty-four (24) hours per day, including all federal and state holidays ("Holidays"). Holidays shall include Bunker Hill Day and the day after Thanksgiving Day. On Sundays, Holidays and after normal working hours, elevator service may be curtailed for reasons of security, maintenance or repairs, provided, however, one (1) passenger elevator shall be operational at all times. 23

Provide central heating, ventilating and air conditioning services from 8:00 a.m. to 6:00 p.m. Monday through Friday, excluding Holidays, (collectively, "Standard Building Hours"). Tenant controls its heating, ventilating and air conditioning services to the Premises and as such can obtain the same outside of Standard Building Hours, to the extent, with regard to heat, that the Building's central boiler is on. There are currently no "after hours" charges therefor. However, Landlord reserves the right, in the future, to impose an "after hours' charge, which charge will be reasonably related to the excess electrical costs incurred by any after hours usage by Tenant, without mark-up; it is anticipated that the after-hours charges would currently be $37.50 per hour with a four (4) hour minimum. In the event Tenant introduces into the Premises personnel or equipment which overloads the capacity of the Building heating, ventilating and air-conditioning system(s) or in any other way interferes with its or their ability to perform adequately, supplementary systems may, if and as needed, at Landlord's option, reasonably exercised, be provided by Landlord, at Tenant's expense. Provide building standard cleaning services, as indicated on Schedule D except Saturdays, Sundays and Holidays. Landlord, its cleaning contractor and their respective employees shall have access to the Premises after 6:00 p.m. and before 8:00 a.m. and shall have the right to use, without charge therefor, all light, power, and water in the Premises reasonably required to clean the Premises as required hereunder. Furnish hot and cold water for normal lavatory, drinking and office cleaning purposes. If Tenant requires, uses or consumes water for any other purpose, Tenant agrees that Landlord may install, at Tenant's expense, a meter or meters or other means to measure Tenant's water consumption and to reimburse Landlord for the cost of all water consumed as measured by said meter or meters or as otherwise measured. Maintain and keep in good order and repair the common areas of the Building including without limitation the men's and ladies' toilets within the Building (excluding any private toilets within the Premises). Provide lighting to the public and common areas of the Property. Section 20.02 Landlord reserves the right to interrupt, curtail or suspend the services required to be furnished by Landlord under this Article 20 when the necessity therefor arises by reason of accident, emergency, mechanical breakdown, or when required by any law, order or regulation of any federal, state, county or municipal authority, or for any other cause beyond the reasonable control of Landlord ("Force Majeure"), provided however, that Landlord shall use commercially reasonable efforts to minimize any interference with Tenant's use and occupancy of, or access to, the Premises, provided further that the foregoing shall not require that Landlord have any work performed outside of Standard Business Hours. Landlord also reserves the right to make changes, alterations, additions, improvements, repairs or replacements to the Building, including the Building systems as Landlord deems necessary or desirable (collectively, "Restorative Work"), provided that in no event shall the level of any Building service decrease in any material respect from the level required of Landlord in this Lease as a result thereof (other than temporary changes in the level of such services during the performance of any such Restorative Work). Landlord shall use due diligence to complete all required repairs or other necessary work as quickly as possible so that Tenant's inconvenience resulting therefrom may be for as short a period of time as circumstances will permit. No diminution or abatement of Rent or other compensation shall or will be claimed by Tenant as a result therefrom, nor shall this Lease or any of the obligations of Tenant be affected or reduced by reason of such interruption, curtailment or suspension. Notwithstanding anything contained herein to the 24

contrary, in the event of any interruption, curtailment, suspension or stoppage of any service or utility provided by Landlord under this Lease (a "Service Interruption") that is caused by the negligence of Landlord or its agents, employees or contractors, that materially affects Tenant's ability to conduct its business in the Premises and that continues for five (5) consecutive business days, then Base Rent shall thereafter equitably abate, in proportion to the interference with Tenant's business, until the Service Interruption ends. Tenant shall reimburse Landlord for the cost to Landlord of removal from the Premises and the Building of any refuse and rubbish discarded by Tenant other than normal office refuse collected during the cleaning services provided by Landlord. ARTICLE 21 Additional Rent For Increases In Real Estate Taxes Section 21.01 As used in this Article, the words and terms which follow mean the following: "Real Estate Taxes" shall mean the real property taxes and assessments including sewer rates, personal property taxes and all public improvement assessments (whether imposed generally or specially) imposed upon the Property or any part thereof (excluding, however, any interest or penalties imposed in connection therewith) and shall include all expenses, including fees of counsel and experts, reasonably incurred by or reimbursable by, Landlord in connection with any application for a reduction in the assessed valuation for the Property or for a judicial review thereof. There shall be excluded from Real Estate Taxes all income, estate, succession, inheritance and transfer taxes of Landlord, provided, however, if due to a future change in the method of taxation, any franchise, income, profit or other tax shall be levied by any governmental authority against Landlord in substitution in whole or in part for or in lieu of any tax which would otherwise constitute a Real Estate Tax, such franchise, income, profit or other tax shall be deemed to be a Real Estate Tax for the purposes hereof. Section 21.02 In addition to the Base Rent, Tenant agrees to pay, as Additional Rent, an amount equal to Tenant's Share of the excess of Real Estate Taxes due for each tax fiscal year which is subsequent to the Tax Base Year (a "Comparison Year"), over the amount of such Real Estate Taxes due with respect to the Tax Base Year (Tenant's Tax Payment"). On or about the start of each Comparison Year, Landlord shall furnish to Tenant a Statement of the Taxes. If Landlord fails to provide a Statement of Real Estate Taxes on or before the start of a Comparison Year, then Tenant shall pay the amount from the prior year's Statement of Real Estate Taxes until a new Statement of Real Estate Taxes is provided, at which time Tenant shall additionally pay any shortfall. Tenant shall pay an estimation of Tenant's Tax Payment to Landlord, in monthly installments, on the first day of each month during each Comparison Year, an amount equal to 1/12 of the estimation of Tenant's Tax Payment due for each Comparison Year. If there is any increase or decrease in Real Estate Taxes payable for any Comparison Year, whether levied during or after such Comparison Year, Landlord may furnish a revised Statement for such Comparison Year, and Tenant's Tax Payment for such Comparison Year shall be adjusted and, within ten (10) Business Days after delivery of such revised Statement (a) with respect to any increase in Real Estate Taxes payable for such Comparison Year, Tenant shall pay such increase in Tenant's Tax Payment to Landlord, or (b) with respect to any decrease in Real Estate Taxes payable for such Comparison Year, Landlord shall credit such decrease in Tenant's Tax Payment against the next installment of Rent payable by Tenant or, if applicable to the final Comparison Year, shall pay such amount to Tenant within thirty (30) days after the determination of such excess payment 25

Section 21.03 If Real Estate Taxes in the Tax Base Year are affected by any application or proceeding brought by or on behalf of Landlord for reduction in the amount of Real Estate Taxes payable by Landlord, and if, as result of such application or proceeding Real Estate Taxes in any Tax Base Year shall be decreased, Landlord may promptly bill Tenant for any Additional Rent, for any fiscal year reflecting such decrease in Real Estate Taxes in the Tax Base Year. Section 21.04 Any reconciliation amount payable under this Article 21 shall be due and payable within thirty (30) days after Landlord renders a bill therefor. Copies of bills for any Real Estate Taxes shall be sufficient evidence of the amount of Real Estate Taxes and for the purposes of the calculation of the amount of Additional Rent to be paid by Tenant pursuant to this Article 21. The failure of Landlord to render bills for Real Estate Taxes under provisions of this Article shall not prejudice the right of Landlord to thereafter render said bill or bills for such fiscal or calendar year or any subsequent fiscal or calendar year, provided, however, that Landlord shall not be able to collect any sums first billed to Tenant more than one (1) year after the Expiration Date (as the same may be extended hereunder). Any Additional Rent payable pursuant to this Article 21 for any partial year shall be adjusted in proportion to the number of days in such year. The obligation of Tenant with respect to any Additional Rent pursuant to this Article applicable to the last lease year of the Term shall survive the expiration or termination of this Lease. ARTICLE 22 Additional Rent For Increases In Costs Of Operations Section 22.01 As used in this Article, the words and terms which follow mean the following: In the event that the Building is less than 95% leased on average for the Base Year or any Computation Year, the actual Cost of Operation for the Base Year or any Computation Year shall be appropriately adjusted on a line item by line item basis to reflect the estimated Cost of Operation that would have been incurred if the Building were 95% occupied for such Base Year or Computation Year. In addition, If during all or part of the Base Year or any Computation Year, Landlord shall not furnish any particular item(s) of work or service (which would otherwise constitute a Cost of Operation) to any leasable portions of the Building for any reason, and/or if the cost of any work or service is paid for by a tenant directly, rather than through the Cost of Operation (including without limitation by any retail tenant in the Building), then, for purposes of computing the Cost of Operation for such period, the amount included in the Cost of Operation for such period shall be increased by an amount equal to the costs and expenses that would have been reasonably incurred by Landlord during such period if Landlord had furnished such item(s) of work or service to such portion of the Building and/or if such tenant had paid for such work or service through the Cost of Operation. "Computation Year" shall mean each calendar year after the Base Year for Costs of Operation in which occurs any part of the term of this Lease. "Cost of Operation" shall mean the aggregate of all costs and expenses paid or incurred by or on behalf of Landlord in connection with the ownership, operation, repair and maintenance of the Real Property. The term "Cost of Operation" shall not include: (i) Real Estate Taxes, franchise taxes or taxes imposed upon or measured by the income or profits of Landlord; 26

(ii) any administrative wages and salaries or any other general and administrative overhead of Landlord, including, but not limited to, rent; (iii) the cost of any item which should, in accordance with generally accepted accounting principles, be capitalized on the books of the Landlord, including any replacements of elevators and heating, ventilating and air-conditioning systems, except as provided in Section 22 02; (iv) to the extent that Tenant pays for electricity for the Premises outside of the Cost of Operation, the cost of any electricity furnished to the Premises or any other space in the Building leased to tenants; (v) the cost of securing tenants, including marketing, brokerage commissions, rent inducements and legal expense, and alterations to tenant spaces and any fit-out in advance of and in expectation of securing a tenant; (vi) legal and accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of leases, contracts of sale or mortgages; (vii) costs of services provided to other tenants of the Building on a "rent-inclusion" basis which are not provided to Tenant on such basis; (viii) costs that are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants other than pursuant to an expense escalation clause; (ix) costs in the nature of penalties or fines; (x) costs for services, supplies or repairs paid to any related entity in excess of costs that would be payable in an "arm's length" or unrelated situation for comparable services, supplies or repair. The cost of any special work or service performed for any tenant (including Tenant) whether or not at the cost of such Tenant; (xi) fines or penalties imposed by reason of Landlord's failure to comply with any environmental law, statute, ordinance or regulation; (xii) debt service; (xiii) to the extent that Tenant pays, for the Premises, any cost other than through the Cost of Operation, then that cost for other leased or leasable portions of the Building shall be excluded; (xiv) the cost of any additions, changes, replacements, painting, decorating, renovations and other items that are made solely in order to prepare tenant space for a new tenant's occupancy; 27

(xv) the cost of removing or remediating Hazardous Materials from the Property; (xvi) the cost of acquiring sculptures, paintings and other objects of art that have intrinsic value as "works of art"; (xvii) the cost of advertising or promotion for the Property or any part thereof or any operations at the Property; (xviii) depreciation of the Property or any part thereof; (xix) lease payments for rental equipment that would constitute a major capital expenditure if the equipment were purchased, but only to the extent that the capital expenditure itself would be excluded from Expenses if the equipment were purchased; and (xx) any costs incurred with respect to any retail portions of the Building, to the extent greater, on a per square foot basis, than the same costs for the non-retail portions of the Building. (d) "Escalation Statement" shall mean a written statement setting forth the amount due from Tenant for a specified Computation Year pursuant to this Article 22. Section 22.02 If Landlord shall purchase any item of capital equipment or make any capital expenditure (i) for the purpose of complying with Requirements arising after the date hereof or for the purpose of reducing the Cost of Operation (if reasonably determined by Landlord based on engineering estimates of the reduced cost), or (ii) in the ordinary prudent operation and maintenance of the Building, then the cost of such capital equipment or capital expenditure shall be included in the Cost of Operation beginning with the year in which such expense is incurred. The amount of such capital equipment or capital expenditure to be included in each year's Cost of Operation shall be the portion of the cost of such capital equipment or capital expenditure amortized on a straight line basis over the estimated useful life as reasonably determined by Landlord (in accordance with generally accepted accounting principles, to the extent that the same address useful lives), plus an interest factor equal to the interest at the rate of 9% per annum. If Landlord shall lease any such item of capital equipment, then the annual amount paid by Landlord on account of such lease shall be included in the Cost of Operation, if the cost of such equipment, if purchased, would be includable in the Cost of Operation-Section 22.03 If the Cost of Operation for any Computation Year shall be greater than the Cost of Operation for the Base Year, Tenant shall pay to Landlord as Additional Rent for the Premises for such Computation Year, an amount equal to the product obtained by multiplying such increase by Tenant's Share ("Tenant's Operating Payment"). Section 22.04 In order to provide for current payments which may be due pursuant to this Article, Tenant agrees to make such payments in twelve (12) approximately equal monthly installments, each due on the first day of each month, which installments shall aggregate the total amount due for such Computation Year. Until Landlord has furnished an Escalation Statement as provided in Section 22.05, such monthly installments shall be based upon Landlord's reasonable estimate of the increased Cost of Operation for such Computation Year, 28

with appropriate adjustments made as soon as the Escalation Statement has been prepared. Landlord's estimate may be based upon the increase, if any, of the Cost of Operation for the previous Computation Year over the year before such Computation Year or upon any other reasonable estimate of the Cost of Operation or any component thereof. Landlord shall have the right to revise such estimate from time to time and at any time to reflect unusual or unforeseen expenses or changes in costs. Section 22.05 Within one hundred twenty (120) days after the end of each Computation Year, Landlord shall furnish to Tenant a year-end Escalation Statement relating to such Computation Year, and Tenant shall pay the amount shown on said statement within thirty (30) days of receipt of such or, if Tenant has overpaid such Additional Rent, Landlord shall make a refund to Tenant. Payments shall be made pursuant to this Article 22 notwithstanding the fact that an Escalation Statement is furnished to Tenant after the termination of this Lease, provided, however, that Tenant shall not be obligated to pay Landlord any amounts first billed to Tenant more than one hundred eighty (180) days after the expiration of the calendar year in which the Expiration Date occurs. Such statement will be final and binding upon Tenant unless Tenant objects to it in writing to Landlord within ninety (90) days after delivery to Tenant. Acceptance or resolution of the first such statement which Tenant has audited under Section 22.06 below shall constitute acceptance of the Cost of Operation amount for the Base Year. Section 22.06 When requested by Tenant and provided that such request is made in writing within ninety (90) days following the receipt by it of any Escalation Statement, and further provided that Tenant is not in default of its obligations pursuant to this Lease beyond applicable notice and cure periods, Landlord will: (i) furnish to Tenant such additional information as may be reasonably necessary for the verification of such Escalation Statement and of Landlord's calculation as set forth in Section 22.03 and; (ii) permit the pertinent records to be examined by Tenant or its independent certified public accountants, at no cost to Landlord. In no event shall Tenant employ or be assisted by anyone who is compensated on a contingent fee basis in connection with any such verification. Tenant shall provide Landlord within thirty (30) days of the receipt or preparation of an audit report, with a copy of such audit report. If it is finally determined or mutually agreed that Landlord has overstated Tenant's Share of the Cost of Operation, Landlord shall credit the amount of such overstatement against the monthly installments of Additional Rent next due under this Lease (or refund such amount to Tenant if the Term has ended and Tenant has no further obligations to Landlord under this Lease). If Tenant's Share of the Cost of Operation are overstated by more than 4%, then Landlord shall reimburse Tenant for all reasonable out-of-pocket costs and expenses incurred in connection with such audit. Such examination and the results thereof shall be confidential and may not be disclosed to any individual or entity without the express written consent of Landlord except to such persons performing the audit, Tenant's legal advisors, as required under applicable law and pursuant to any judicial, administrative or alternative dispute resolution proceedings. Any disclosure without such consent shall be deemed a material default of the terms of this Lease. It is expressly understood that Landlord shall be under no duty to preserve any such records, or any data or material related thereto, for more than three (3) years after the end of each Computation Year. Section 22.07 In no event shall any decrease in the Costs of Operation result in any decrease in or off set against Base Rent. Any dispute regarding Additional Rent pursuant to this Article shall be resolved by arbitration as provided in Article 32. 29

ARTICLE 23 Electric Services Section 23.01 Landlord will furnish electricity to the Premises through presently installed separate meters for Tenant's reasonable use for lighting, electrical appliances and equipment. Tenant shall pay, as Additional Rent, all amounts due with respect to Tenant's electrical usage and consumption at the Premises during the Term and renewal term, as applicable, directly to the utility provider. Section 23.02 Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of electric energy furnished to the Premises by reason of any requirement, act or omission of the public utility serving the Building with electricity or for any other reason not attributable to Landlord. Landlord shall furnish and install all lighting tubes, lamps, bulbs and ballasts required in the Premises, at Tenant's expense Section 23.03 If any tax is imposed upon Landlord with respect to electrical energy, Tenant shall pay Additional Rent as Tenant's Share of such tax. It is understood and agreed that Landlord is not selling electricity to Tenant nor is Tenant purchasing electricity from Landlord. ARTICLE 24 Broker Tenant represents that it has dealt with no real estate broker other than the Broker in connection with this Lease and that no other broker brought this leasing opportunity to its attention. Tenant shall indemnify Landlord and hold Landlord harmless from any and ail claims, successful or not for brokerage commissions by any other broker that Tenant dealt with in connection with this leasing opportunity including, without limitation, reasonable legal fees and disbursements. Landlord shall be responsible for the payment of any brokerage fees or commissions due to Broker pursuant to a separate agreement. Landlord represents that it has dealt with no real estate broker other than the Broker in connection with this Lease and that no other broker brought this leasing opportunity to its attention. Landlord shall indemnify Tenant and hold Tenant harmless from any and all claims, successful or not for brokerage commissions by any other broker that Landlord dealt with in connection with this leasing opportunity including, without limitation, reasonable legal fees and disbursements. ARTICLE 25 Estoppel Certificate Landlord and Tenant each hereby agree, at any time, and from time to time, upon not less than ten (10) Business Days' prior Notice by the other party, to execute, acknowledge and deliver the other party, a commercially reasonable statement in writing (the "Estoppel") addressed to Tenant, Landlord or any mortgagee or prospective mortgagee, as the case may be, (a) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the date to which the Base Rent and any Additional Rent have been paid, together with the amount of monthly Base Rent and Additional, Rent then payable, (c) stating whether or not, to the best of Landlord's or Tenant's knowledge, as the case may be, Landlord or Tenant, as the case may be, is in default under this Lease, and, if Landlord or Tenant, as the case may be, is in default, setting forth the specific nature of all such defaults, (d) stating the amount of the Security Deposit, if any, under this Lease, (e) stating whether there are any subleases or assignments affecting the Premises, 30

(f) stating the address of Landlord or Tenant, as the case may be, to which all notices and communications under the Lease shall be sent, and (g) responding to any other matters reasonably requested by the requesting party. The Estoppel shall be in the form attached hereto as Schedule G or such other reasonable form as Landlord or Tenant shall provide. Tenant acknowledges that any statement delivered pursuant to this Section 25 may be relied upon by any purchaser or subsequent owner of the Real Property or the Building, or all or any portion of Landlord's interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee, or assignee thereof or by any Lessor, or assignee thereof. ARTICLE 26 Surrender Of Premises Section 26.01 Upon termination of this Lease (whether by expiration of the Term herein provided or for any other reason), Tenant shall quit and surrender the Premises in good order and condition, broom clean, except for ordinary wear and tear and damage by fire or other casualty, the elements and any cause beyond Tenant's control, and Tenant shall remove all its property therefrom, except as otherwise provided in this Lease. Tenant shall remove all Alterations designated by Landlord to be removed in accordance with Section 6.01 hereof and shall restore the Premises to the condition existing prior to the installation of such Alterations. Section 26.02 Tenant shall reimburse, indemnify and hold Landlord harmless from any loss, cost or expense, including reasonable attorney's fees, resulting from Tenant's failure or refusal to vacate the Premises in a timely fashion. In addition, Tenant agrees to pay for use and occupancy of the Premises after termination of this Lease at a rate equal to 150% of the Rent payable immediately prior to such termination. The parties agree that there shall be no presumption that the last Rent Tenant was obligated to pay shall be the fair market rent. No such payment shall, however, serve to renew or extend the Term. The provisions of this Article shall survive the expiration or termination of this Lease. ARTICLE 27 Environmental Hazards Section 27.01 Neither Landlord nor Tenant shall cause or permit any "Hazardous Substances" (as hereinafter defined) to be used, stored, generated or disposed of in, on or about the Land, Building or Premises by either of them, their agents, employees, servants, licensees, contractors, or invitees, except for such Hazardous Substances as are normally utilized in connection with the use permitted by this Lease and are necessary to conducting business and then only in strict compliance with all applicable "Environmental Laws" (as hereinafter defined). Any such Hazardous Substances permitted on the Premises, and all containers therefor, shall be used, kept, stored and disposed of in a manner that complies with all Environmental Laws. Each party shall indemnify and hold the other harmless from any and all claims, damages, fines, judgments, penalties, costs, expenses or liabilities (including, without limitation, any and all sums paid for settlement of claims, attorneys' fees, consultant and expert fees) arising during or after the Term from or in connection with the prohibited use, storage, generation or disposal of Hazardous Substances in, on or about the Land, Building or Premises by either of them, their Tenant's agents, employees, contractors or invitees. Notwithstanding anything herein to the contrary, Tenant shall have no liability for any Hazardous Substances existing in, on or under the Land, the Building or the Premises on or prior to the Commencement Date. Section 27.02 Each of Landlord and Tenant agrees that if it or anyone claiming under it shall generate, store, release, spill, dispose of or transfer to the Premises or Property any Hazardous Substances, it shall forthwith remove the same, at its sole cost and expense, in the 3]

manner provided by all applicable Environmental Laws (as hereinafter defined), regardless of when such Hazardous Substances shall be discovered. Furthermore, each of Landlord or Tenant, as the case may be, shall pay any fines, penalties, or other assessments imposed by any governmental agency with respect to Landlord's or Tenant's handling, treatment, transportation, storage, disposal or use of any such Hazardous Substances in violation of Environmental Laws and shall forthwith repair and restore any portion of the Premises or Property which it shall disturb in so removing any such Hazardous Substances to the condition which existed prior to the disturbance thereof. Section 27.03 Tenant agrees to deliver promptly to Landlord any written notices, orders, or similar documents received from any governmental agency or official concerning any violation of any Environmental Laws or with respect to any Hazardous Substances affecting the Premises or Property. In addition, Tenant shall, within ten (10) Business Days of receipt, accurately complete any questionnaires from Landlord or other informational requests relating to Tenant's use, generation, storage and/or disposal of Hazardous Substances at, to, or from the Premises. Section 27.04 As used herein, "Hazardous Substances" means any substance which is toxic, ignitable, reactive or corrosive or which is regulated by "Environmental Laws." The term "Environmental Laws" means federal, state and local laws and regulations, judgments, orders and permits governing safety and health and the protection of the environment, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., the Clean Water Act, 33 U.S.C. 1251 et seq., the Clean Air Act, 42 U.S.C. 7401 et seq., the Toxic Substance Control Act, 15 U.S.C. 2601 et seq., and the Safe Drinking Water Act, 42 U.S.C. 300f through 300j, alt as amended. "Hazardous Substances" includes any and all materials or substances which are defined as "hazardous waste," "extremely hazardous waste" or a "hazardous substance" pursuant to state, federal or local governmental law. Hazardous Substances also includes asbestos, polychlorinated biphenyls ("PCBs") and petroleum products. ARTICLE 28 Notices Any notice, demand, consent, or approval (a "Notice") required by this Lease shall be in writing and shall be deemed delivered when personally delivered, sent by facsimile with receipt acknowledged, when delivered by any nationally recognized overnight carrier that routinely issues delivery receipts, or three (3) business days after being deposited in any depository regularly maintained by the United States post office, postage prepaid, certified mail, return receipt requested, or, in each case when delivery is rejected or refused, to the addresses set forth in Article 1. Either party may add additional addresses or facsimile numbers or change its address or facsimile number for purposes of receiving Notices by providing the other party at least ten (10) days prior Notice of such change or addition. Tenant's billing contact is ap@carbonblack.com. ARTICLE 29 Inability To Perform Except to the extent otherwise expressly set forth in this Lease, this Lease and the obligation of Tenant to pay Rent and perform and comply with all of the other covenants and agreements hereunder on the part of Tenant to be performed and complied with shall in no way be affected, impaired or excused because of Landlord's delay or failure to perform or comply with any of the provisions hereunder on the part of Landlord to be performed or complied with, 32

nor because Landlord is unable to fulfill any of its obligations under this Lease, or to supply or is delayed in supplying any service expressly or impliedly to be supplied, or is unable to make or is delayed in making any repair, additions, alterations or decorations, or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strike or labor troubles or any other cause whatsoever beyond the control of Landlord, including governmental preemption in connection with a national emergency or by reason of any rule, order or regulation of any governmental authority or by reason of the conditions of supply and demand which have been or are affected by war or other emergency. Landlord shall use commercially reasonable efforts to correct and/or resolve any condition identified in this Section 29. ARTICLE 30 Condition of the Premises; Allowance Tenant has inspected the Premises and agrees (a) to accept possession of the Premises in the condition existing on the Commencement Date "as is" and (b) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to prepare the Premises for Tenant's occupancy. Tenant's occupancy of any part of the Premises shall be conclusive evidence, as against Tenant, that Landlord has Substantially Completed any work to be performed by Landlord under this Lease, Tenant has accepted possession of the Premises in its then current condition and at the time such possession was taken, the Premises and the Building were in a good and satisfactory condition as required by this Lease. Tenant shall perform such leasehold improvements in the Premises as it requires (the "Tenant Work"). The Tenant Work shall be subject to the provisions of Article 6 hereof. Landlord shall provide an allowance in the amount of $72,700.00 (the Tl Allowance") to be used by Tenant toward the cost of the design and construction of the Tenant Work. The Tl Allowance may not be used for personal property or moving expenses. The Tl Allowance shall be advanced to Tenant on a monthly basis, as costs are incurred, within thirty (30) days after receipt of requisitions from Tenant, which requisitions shall include contractor invoices, architects' certificates for payment, lien waivers through the prior advance, and such other items as Landlord shall reasonably require. Landlord shall not be required to advance any portion of the Tl Allowance for any work that is performed later than one (1) year after the date of this Lease, or for which Landlord receives a requisition later than thirteen (13) months after the date of this Lease, in no event shall Tenant be entitled to any cash payment, nor any credit against Rent due under this Lease, in the event that the entire Tl Allowance is not utilized. Within thirty (30) days after completion of the Tenant Work, Tenant shall provide Landlord with "as-built" drawings of the Tenant Work ARTICLE 31 Security Deposit Upon execution hereof, Tenant has deposited with Landlord a security deposit equal to three (3) months of average Base Rent (the "Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease beyond applicable notice and cure periods, Landlord may draw on such Security Deposit to the extent required for the payment of Rent or any other sum as to which Tenant is in default, beyond applicable notice and cure periods, or any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants or conditions of this Lease beyond applicable notice and cure periods In the event that Landlord 33

does draw on the Security Deposit, Tenant shall within ten (10) days of receiving Notice from Landlord, replenish the Security Deposit by the amount Landlord withdrew therefrom and failure to do so within such ten (10) day period shall constitute a default under this Lease. In the event of a sale of the Property, Landlord shall transfer the Security Deposit to the new landlord, and upon such transfer of the Security Deposit Landlord shall have no further liability for the Security Deposit. In the event that, as of the 3rd anniversary of the Rent Commencement Date, (i) no monetary default under this Lease, beyond applicable cure periods, has occurred, even if subsequently cured, and (ii) no non-monetary default, beyond applicable cure periods, then exists, then the amount of the Security Deposit shall be reduced to $55,736.67. ARTICLE 32 Arbitration Section 32.01 The parties have not agreed to arbitrate all disputes arising pursuant to this Lease but rather only those matters where arbitration is expressly provided for in this Lease. Any party who fails to submit to binding arbitration following a lawful demand by the other party shall bear all costs and expenses, including reasonable attorneys' fees, incurred by the other party in obtaining a stay of any pending judicial proceeding concerning a dispute, which by the terms of this Lease has been properly submitted to mandatory arbitration, or compelling arbitration of any such dispute, or both. Otherwise, each party shall bear its own attorneys' fees in any arbitration. The party requesting arbitration shall do so by giving Notice to that effect to the other party, specifying in said Notice the nature of the dispute. All such arbitration hearings shall be held in the City of Boston, Massachusetts, and determined by an independent single arbitrator on an expedited basis pursuant to the Commercial Arbitration Rules, then in effect, of the American Arbitration Association. The qualification of any arbitrator shall be as follows: a real estate broker with at least ten (10) years' experience in office leasing in Boston, Massachusetts; a partner in a national accounting firm's Boston, Massachusetts office, or a lawyer specializing in real estate matters, each with at least ten (10) years' experience in the Boston, Massachusetts area. Section 32.02 The arbitrator shall resolve all disputes in accordance with the substantive law of the Commonwealth of Massachusetts. The arbitrator shall have no authority nor jurisdiction to award any damages or any other remedies beyond those which could have been awarded in a court of law if the parties had litigated the claims instead of arbitrating them. The parties shall not assert any claim for consequential or punitive damages, nor shall the arbitrator have the power to impose such damages except to the extent such awards are specifically authorized by statute. The arbitrator will not have the authority to modify the provisions of this Lease. Neither provision of nor the exercise of any rights under this Article shall limit the right of Landlord to evict Tenant, or obtain provisional or ancillary remedies such as an injunction, receivership, attachment or garnishment for breach of the provisions of this Lease. Any arbitration proceeding may proceed in the absence of any party who, after notice, fails to be present at such arbitration. In such event, an award may be made based solely upon the evidence submitted by the party who is present The arbitrator will render a decision and award in writing within thirty (30) days after such proceeding is concluded, and will deliver counterpart copies of the decision and award to each of the parties. Unless otherwise agreed in writing by the parties or unless this Lease has been terminated, during the pendency of this arbitration, the parties will continue to comply with all the terms and provisions of this Lease which are not the subject of the arbitration proceeding. This agreement to arbitrate will be specially enforceable by either party The decision or award rendered by the arbitrator will be final, non-appealable, 34

and binding upon the parties. Judgment may be entered upon it in accordance with applicable Massachusetts law in a court of competent jurisdiction. ARTICLE 33 Miscellaneous Section 33.01 Intentionally Omitted. Section 33.02 The failure of either party to seek redress for violation of, or to insist upon the strict performance of any covenant or condition of this Lease or any of the Rules shall not prevent a subsequent act which would have originally constituted a violation, from having all the force and effect of an original violation. No provision of this Lease shall be deemed to have been waived by either party, unless such waiver be in writing. The receipt by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy in this Lease. No act by Landlord or its agent shall be deemed an acceptance of a surrender of the Premises or an agreement to accept such surrender unless in writing and signed by Landlord, other than in connection with the expiration of this Lease. No employee of Landlord or its agent shall have any power to accept the keys to the Premises and the delivery of the keys shall not operate as a termination of this Lease or surrender of the Premises. The parties acknowledge that the provisions of this Section 33.02 are an essential and material part of this Lease. Section 33.03 This Lease with the schedules annexed hereto contains the entire agreement between Landlord and Tenant, and all prior negotiations and agreements between the parties are merged into this Lease. No agreement hereafter made between Landlord and Tenant shall be effective to, modify any provision of this Lease unless such agreement is in writing and signed by the party against whom enforcement is sought. Section 33.04 If any term or provision of this Lease shall to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and the balance of the terms and provisions of this Lease shall be valid and enforceable to the fullest extent either provided hereunder or as permitted by law. If any interest rates or fees charged to Tenant under the circumstances then prevailing shall not be lawful, then such rates or fees shall be reduced to the maximum lawful rate. Section 33.05 The captions of articles in this Lease are inserted only as a matter of convenience and for reference and they in no way define, limit or describe the scope of this Lease or the intent of any provision thereof. Section 33.06 Landlord and Tenant waive the right to a trial by jury in any action, counterclaim, proceeding or litigation arising out of, under or in connection with, or related to, the subject matter of this Lease. This waiver is knowingly, intentionally, and voluntarily made by Tenant and Tenant acknowledges that neither Landlord nor any person acting on behalf of Landlord has made any representations of fact to induce this waiver of trial by jury or in any way to modify or nullify its effect. Tenant further acknowledges that it has been represented (or has had the opportunity to be represented) in the negotiation and execution of this Lease and in the 35

making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel. Section 33.07 Landlord or Landlord's agents have made no representations or promises with respect to the Premises or the Property except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Section 33.08 This Lease is offered to Tenant for signature with the express understanding that it shall not be binding upon Landlord or Tenant unless and until Landlord and Tenant have executed and delivered a fully executed copy to each other. Section 33.09 This Agreement is to be governed by and construed under the laws of the Commonwealth of Massachusetts. Section 33.10 With the exception of Tenant's obligations set forth in Section 26.02 hereof, in no event shall Landlord or Tenant be liable for any consequential, special, punitive or indirect loss or damage which Tenant or Landlord may incur or suffer in connection with this Lease or any services or duties to be performed or provided pursuant hereto. Section 33.11 Except as may be specifically otherwise provided in this Lease, reference in this Lease to "approval," "consent", "judgment" and "satisfactory" shall not be interpreted as justifying arbitrary rejection, but rather shall connote a reasonable application of judgment taking into account long-term leasing practices and commercial customs relating to major real estate transactions involving institutional financing. Section 33.12 Anything in this Lease to the contrary notwithstanding, Tenant agrees that it shall look solely to the estate and property of Landlord in the Property (including any net proceeds received by Landlord upon sale of the Property), subject to the rights of any prior mortgagee, for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord, and no other assets of Landlord shall be subject to levy, execution or other procedures for the satisfaction of Tenant's remedies. Section 33.13 Wherever used in this Lease, unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, the word "Lease" shall mean this Lease and any schedules or supplements hereto. Whether or not specifically stated in any provision of this Lease, reference therein to (i) any law, statute, ordinance, code, rule, regulation or the like shall mean and include any and all modifications, amendments and replacements thereof, (ii) the phrase "including" shall mean "including, without limitation" and (iii) any right of Landlord shall mean, unless expressly provided therein to the contrary, such right without any corresponding obligation. No inference in favor of or against any party shall be drawn from the fact that such party has drafted any portion of this Lease. Section 33.14 The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of the parties hereto and their respective heirs: legal representatives, successors and, except as otherwise provided herein, their assigns. Tenant shall be responsible to ensure that all officers, employees, customers, visitors, salesmen, agents, invitees, licensees, contractors and all other persons present at the Property through Tenant shall comply with the provisions of this Lease and the Rules. 36

Section 33.15 The term "Tenant" shall mean Tenant and any subsequent holder or holders of this Lease; and pronouns of any gender shall include the other gender; and either the singular or plural shall include the other. The term "Landlord" wherever used in this Lease shall be limited to mean and include only the owner or owners at the time in question of the Building or a mortgagee in possession, so that in the event of any sale, assignment or transfer of the Building or of such underlying lease, such assigning owner, tenant under the underlying lease or mortgagee in possession shall thereupon be released and discharged from all covenants, conditions and agreements of Landlord hereunder that accrue after the date of the sale, assignment or transfer, but such covenants, conditions and agreements shall be binding for the time being upon each new owner, tenant under the underlying lease or mortgagee in possession of the Building, until again sold, assigned or transferred. Section 33.16 The terms and conditions of this Lease, including all Schedules, shall be kept confidential by both parties and shall not be disclosed to any third parties, except on a "need to know" basis or as may be required by law, without the prior written consent of Landlord. The provisions of this Section 33.16 shall also apply to any so-called "lease audit" and any settlement arising therefrom. As a condition for Landlord to provide any information to or cooperate with any lease auditing firm or any accountants or attorneys engaged by Tenant to review the rents or other charges payable pursuant to this Lease, such agents shall be required to execute a confidentiality agreement prohibiting such agents from sharing any of the information or results of any such audit with any other party and specifically any other tenants of the Building or any other office building on the Property. Section 33.17 Upon Notice from Landlord, which may not be given more than once each calendar year, Tenant shall provide, within fifteen (15) business days, financial statements prepared by its regularly retained certified public accountant. In any event that Tenant does not have such financial statements generally prepared, Tenant shall provide financial statements prepared in accordance with generally accepted accounting principles consistently applied and certified by its chief financial officer. Section 33.19 Tenant shall not record this Lease but will, at the request of Landlord, execute a memorandum or notice thereof in recordable form satisfactory to both the Landlord and Tenant specifying the date of commencement and expiration of the term of this Lease and other information required by statute. Either Landlord or Tenant may then record said memorandum or notice of lease. Section 33.20 If Landlord's mortgagee requires modifications of the terms of this Lease, Tenant shall not unreasonably withhold approval of an amendment to this Lease that incorporates such modifications, provided the same do not materially adversely affect Tenant's rights or obligations under this Lease, including without limitation that there shall be no rent increase. Section 33.21 If any excavation or construction is made adjacent to, upon or within the Building, or any part thereof, Tenant shall afford to any and all persons causing or authorized to cause such excavation or construction license to enter upon the Premises for the purpose of doing such work as such persons shall deem necessary to preserve the Building or any portion thereof from injury or damage and to support the same by proper foundations, braces and supports, without any claim for damages or indemnity or abatement of rent, or of a constructive or actual eviction of Tenant. Landlord will use commercially reasonable efforts to minimize any interference with Tenant's business as a result of this Section 33.21. 37

Section 33.22 Landlord shall, at its cost, include Tenant's name on the lobby directory. Tenant shall be responsible for suite signage, which shall be subject to Landlord's approval, which approval shall not be unreasonably withheld. ARTICLE 34 Right of First Offer Provided that this Lease is in full force and effect and Tenant is not in default hereunder, Tenant shall have a one-time right of first offer on any space on the 3rd floor of the Building that is contiguous to the Premises in accordance with this Article 34. In the event that any space on the 3rd floor of the Building that is leased as of the date of this Lease, or any space on the 3rd floor of the Building that if vacant as of the date of this Lease subsequently becomes leased, and such space is Available for Lease, Landlord shall, before leasing such space ("ROFO Space") to any party other than the then tenant of the space, shall notify Tenant in writing, which notice (a "ROFO Notice") shall contain all of the material conditions under which Landlord is prepared to lease the ROFO Space to Tenant. Tenant shall have fifteen (15) Business Days from receipt of a ROFO Notice, time being of the essence, to advise Landlord, in writing, that it has elected to lease such ROFO Space. If Tenant so notifies Landlord, then Landlord and Tenant shall enter into an amendment of this Lease that incorporates the ROFO Space in question into the Premises, on the terms and conditions set forth in ROFO Notice, if Tenant fails to timely exercise its right of first offer, then it shall have no further rights under this Article 34 as to that ROFO Space. If Tenant exercises on a timely basis but thereafter fails to execute and deliver to Landlord the amendment to this Lease within fifteen (15) days after receipt from Landlord, then at Landlord's option, Tenant's exercise shall be void and Tenant shall thereupon have no further rights under this Article 34 with respect to that ROFO Space. Space shall be deemed "Available for Lease" if that space becomes vacant or is scheduled to become vacant in the next twelve (12) months, at any time during the term of this Lease. Space shall not be deemed to be Available for Lease if the existing tenant thereof wishes to remain in such space, pursuant to the exercise of a renewal option, but not otherwise. [Signatures on Next Page] 38

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as of the date first above written. CARBON BLACK, INC. 201 SOUTH STREET OWNER, LLC By: /s/

SCHEDULE A 201-207 SOUTH STREET THE LAND I9S-201 South Street and SO Utica Street. Boston Porcel 1 A certain parcel of registered land situated in Boston, in the County of Suffolk and Commonwealth of MA, bounded and described as follows: Southeasterly by South Street, thirty and 79/100 (30.79) feet; Southwesterly by land now or formerly of Renton Whidden the line running in part through a partition wall, sixty and 76/100 (60,76) foot; Southeasterly by said Whidden land, nine and 6/100 (9.06) feet; Southwesterly by a passageway, thirty-seven and 6/100 (37.06) feet; Northwesterly by land now or formerly of Helen S. Hunt, the line miming in part through the middle of a partition wall, fifty-five and 22/100 (55.22) feet; Northwesterly by Utica Place, thirty -seven and 88/100 (37.88) feet; Southeasterly by land now or formerly of John Lawrence et al Trustees, the line running through the middle of a pany wall, fourteen and 967100 (14.96) feet and; Northeasterly by said Lawrence et al Trustees land, the line running through the middle of the party wall, fifty-eight and 01/100 (58.01) feet All of said boundaries are determined by the Court to be located as shown on two plans drawn by S.L, Leftovith, Surveyor, dated July 14,1915, and April A, 1915 as modified and approved by the Conn, fded in the Land Registration Office as Plan Nos. 5527-A and ^659-A. copies of a portion of which are filed with certificates of title No. 7546 nndNo. 8293, respectively. Together with the right to use the passageway as shown on said plans and said Utica Place in common with other entitled thereto, for any purposes for which streets are commonly used in the City of Boston. Together with the benefit of rights with related to the brick wall set forili In an agreement by and between John Lawrence et al, Trustees and Frederick J. Woyand, dated August 25,1915 and duly recorded with the Suffolk County Registry of Deeds in Book 3903. Pnao 186.

SCHEDULE B 201-207 SOUTH STREET PREMISES [attached hereto]

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SCHEDULE C 201-207 SOUTH STREET BUILDING RULES Rules and Regulations for Tenants Tenant agrees to observe the rights reserved to Landlord in the Lease and agrees, for itself, its employees, agents, Tenants, customers, invitees and guests, to comply with the following rules and regulations and with such reasonable modifications thereof and additions thereto as Landlord may make, from time to time, for the Building, provided that Tenant has received written notice of such additions. Any sign, lettering, curtain, picture, notice, or advertisement within the Premises (including, but not limited to Tenant identification signs on doors to the Premises) which is visible outside of the Premises shall be installed at Tenant's cost and in such manner, character and style as Landlord may approve in writing, which consent shall not be unreasonably withheld, conditioned or delayed. No sign, lettering, picture, notice or advertisement shall be placed on any outside window or in any position so as to be visible from outside the Building or from any atrium or lobbies of the Building. Tenant shall not use the name of the Building (except as a part of Tenant's address at the Premises) or use pictures or illustrations of the Building in advertising or other publicity, without prior written consent of Landlord. Tenant, its customers, invitees, licensees, and guests shall not obstruct sidewalks, entrances, passages, courts, corridors, vestibules, halls, elevators and stairways in and about the Building. Tenant shall not place objects against glass partition or doors or windows or adjacent to any open common space which would be unsightly from the Building corridors or from the exterior of the Building, and will promptly remove the same upon Notice from Landlord. Tenant shall not make noises, cause disturbances, create vibrations, odors or noxious fumes or use or operate any electrical or electronic devices or other devices that emit sound waves or are dangerous to other tenants and occupants of the Building or that would unreasonably interfere with the operation of any device or equipment or radio or television broadcasting or reception from or within the Building or elsewhere, or with the operation of roads or highways in the vicinity of the Building and shall not place or install any projections, antennae, aerials or similar devices inside or outside of the Premises. 5. Tenant shall not make any room-to-room canvass to solicit business from other tenants in the Building and shall not exhibit, sell or offer to sell, use, rent or exchange any item or services in or from the Premises unless ordinarily embraced within Tenant's use of the Premises as specified in its lease.

Tenant shall not waste electricity or water and agrees to reasonably cooperate fully with Landlord to assure the most effective operation of the Building's heating and air conditioning. Tenant shall keep public corridor doors closed. Door keys for doors in the Premises will be furnished at the commencement of the Lease by Landlord. Tenant shall not affix additional locks on doors and shall purchase duplicate keys only from Landlord. When the Lease is terminated, Tenant shall return all keys to Landlord and will provide to Landlord the means of opening any safes, cabinets or vaults left in the Premises. Tenant assumes full responsibility for protecting its space from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured. Peddlers, solicitors and beggars shall be reported to the office of the Building or as Landlord otherwise requests-Tenant shall not install nor operate machinery or any mechanical devises of a nature not directly related to Tenant's ordinary use of the Premises without the written permission of Landlord. No person or contractor not employed by Landlord shall be used to perform window washing cleaning, decorating, repair or other work in the Premises, unless Tenant has received prior approval from Landlord and all necessary insurance is provided to landlord prior to work commencement. Tenant may not and Tenant shall not permit or suffer anyone to: Cook in the Premises (other than microwave cooking for employees only); Place vending or dispensing machines of any kind in or about the Premises; or At any time sell, purchase, or give away, or permit the sale, purchase or gift of, food in any form. Tenant shall not: C-2

 a) Use the Premises for lodging, manufacturing or for any illegal purposes, or for any of the following purposes: : (i) massage parlor, tattoo parlor, adult bookstore, adult entertainment facility, a so-called "head" shop, off-track betting, gambling, gaming or check cashing facility; (ii) amusement park, carnival, banquet facility, dance hall, disco, nightclub, video game, virtual reality or laser tag room or facility, pool hall or arcade; (iii) any facility related to the occult sciences, such as palm readers, astrologers, fortune tellers, tea leaf readers or prophets; or (iv) any use which constitutes a public or private nuisance or produces objectionable noise or vibration. b) Use the Premises to engage in the manufacture or sale of, or permit the use of any spirituous, fermented, intoxicating or alcoholic beverages on the Premises; or c) Use the Premises to engage in the manufacture or sale of, or permit the use of any illegal drugs on the Premises. 14. In no event shall any person bring into the Building inflammables such as gasoline, kerosene, naphtha and benzene or explosives or firearms or any other article of intrinsically dangerous nature. If by reason of the failure of Tenant to comply with the provisions of this paragraph any insurance premium payable by Landlord for all or any part of the Building shall at any time be increased above normal insurance premiums for insurance not covering the items aforesaid. Landlord shall have the option to either terminate the Lease or to require Tenant to make immediate payment for the whole of the increased insurance premium. 15. Tenant shall comply with ail applicable federal, state and municipal laws, ordinances and regulations and building rules, and shall not directly or indirectly make any use of the Premises which may be prohibited thereby or which shall be dangerous to person or property or shall increase the cost of insurance or require additional insurance coverage. 16. If Tenant desires signal, communication, alarm or other utility or service connection installed or changed, the same shall be made at the expense of Tenant, with approval and under direction or Landlord. 17. Bicycles shall not be permitted in the Building in other than Landlord-designated locations. 18. Tenant shall reasonably cooperate and participate in all security programs affecting the Building. C-3

 19. In the event Landlord allows one or more tenants in the Building to do any act prohibited herein, Landlord shall not be precluded from denying any other tenant the right to do any such act. 20. Tenant, or the employees, agents, servants, visitors or licensees of Tenant shall not at any time place, leave or discard any rubbish, paper, articles, or objects of any kind whatsoever outside the doors of the Premises or in the corridors or passageways of the Building. No animals or birds shall be brought or kept in or about the Building (other than for the assistance of special needs individuals). 21. Landlord shail have the right to prohibit any advertising by Tenant which mentions the Building and which in Landlord's reasonable opinion, tends to impair the reputation of the Building or its desirability for offices, and, upon written notice from Landlord, Tenant will refrain from or discontinue such advertising. 22. Tenant shall not mark, paint or drill into, or in any way deface any part of the Building or the Premises. No boring, driving of nails or screws, cutting or stringing wires shall be permitted, except with the prior written consent of Landlord and as Landlord may direct. Tenant shall not install any resilient tile or similar floor covering in the Premises except with the prior approval of Landlord. The use of cement or other similar adhesive material is expressly prohibited. 23. Landlord shall have the right to limit or control the number and format of listings on the main Building directory, provided, however, that Tenant shall at all times be listed thereon. 24. Tenant's use of delivery areas, loading areas and freight elevators shall be scheduled in advance with Landlord and shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. 25. Entry and exiting to and from the Building and use of all roads, driveways and walkways to the Building shall be subject to such traffic and use rules and regulations as Landlord may promulgate and provide to Tenant from time to time. 26. Tenant shall not place a load upon any floor of the Building exceeding the lesser of the floor load which such floor was designed to carry or that allowed by law. 27. Normal Business Operating Hours are 8:00 AM to 6:00 PM Monday through Friday, excluding Holidays (as defined in the Lease) (and the applicable weekday when any such day occurs on a weekend day) C-4

 28. Intentionally Omitted. 29. Landlord reserves the right to establish, modify and enforce parking rules and regulations. 30. Plumbing, fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or deposited therein. Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant. 31. Movement in or out of the Building for the purposes of construction, furniture/office equipment deliveries, or dispatch/receipt by tenants of any bulky material, merchandise or materials which require use of elevators or stairways, or movement through the Building entrances or lobby shall be conducted under Landlord's supervision at such times and in such a manner as Landlord may reasonably require. All such activities must be performed during non-business hours. Business hours are 8am-6pm, Monday -Friday and 8am-1pm Saturdays. Each tenant assumes all risks of and shall be liable for all damage to articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for such tenant. 32. To ensure orderly operation of the Building, no ice, mineral or other water, towels, newspapers, etc. shall be delivered to any leased area except by persons approved by Landlord. 33. Landlord will not be responsible for lost or stolen personal property, money or jewelry from Tenant's leased premises or public or common areas regardless of whether such loss occurs when the area is locked against entry or not. 34. Tenant shall not conduct any activity on or about the Premises or Building which will draw pickets, demonstrators, or the like. 35. No tenant may enter into phone rooms, electrical rooms, mechanical rooms, or other service areas of the Building unless accompanied by Landlord or Building manager. 36. Tenant shall not permit its employees, invitees or guests to smoke cigarettes or any other lit product, or any e cigarette or any other vapor or smokeless cigarette or product in the Premises or the lobbies, passages, corridors, elevators, vending rooms, rest rooms, stairways or any other area shared in common with other tenants in the Building, or permit its employees, invitees, or guests to loiter at the Building entrances for the purpose of smoking cigarettes or any other lit product, or any e cigarette or any other vapor or smokeless cigarette or product. Landlord may, but shall not be required to, designate an area for smoking outside the Building and more than five feet from any entrance/exit to the building. C-5

Specific Requirements for Contractors Business Hours: Normal Business hours are 8:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 1:00 p.m. on Saturday. 1. The following work must be done outside of normal business hours unless otherwise consented to in writing by Landlord: • Demolition above and below occupied space which may cause disruption to other tenants in the building on other floors. • Coring for electrical/telephone floor outlets above occupied space. • Oil based or "Polymyx" painting on occupied multi-tenant floors (latex paint work allowed). • Any work performed outside of project site. • Shooting of studs into deck for mechanical fastening devices (allowed until 8:00 a.m.) under occupied floors. Property Manager must be notified in advance in order to inform other tenants this work will be performed. • Drilling into deck for mechanical devices (allowed until 8:00 a.m.) • Testing of life safety and sprinkler tie-ins. • Deliveries via tractor/trailer trucks unless previously approved by Property Manager. 2. Dollies and carts should be fitted with rubber wheels but not allowed in Lobby. 3. Dragging of ladders, dropping of material is to be avoided over occupied floors. 4. All work performed outside of project site must be coordinated with the Property Manager from Lincoln Property Company. 5. Notification for Requests: The contractor must notify Lincoln Property Company forty-eight hours in advance, in writing, for approval on the following requests. Notice should be sent to: sbarber@lpc.com, with copies to: fswarav@lpc.com and itromblev@lpc.com. Emergency service may be provided with 24 hours' notice. • Freight elevator usage after hours • Sprinkler/life safety shutdown • HVAC shutdown • Access to site after normal business hours • Major deliveries and tenant relocations • Coordination with building staff • Trash removal operation • Security detail • Any work/activity not noted above or performed during non-business hours 6. Parking: There is no contractor parking available at the Receiving Area. The Receiving Area is to be used for unloading equipment and materials only. C-6

7. Freight Elevator: One passenger elevator doubles as the freight when properly padded. The freight elevator must be used at all times to access or egress the work area. Construction workers should not use the emergency stairwells to access other floors unless and emergency situation arises or as approved by property management. 8. Demolition: Contractor must use hard plastic hampers to transport debris from work area to loading dock. Queue on the work floor while transporting debris. 9. Deliveries: Absolutely no deliveries will be allowed through the main lobby. Deliveries must be scheduled in advance with Lincoln Property Company to coordinate the use of the loading area on Binford St. and the freight elevator. The delivery of sheet rock, light fixtures and other like material must be scheduled during non-business hours unless approved by the Property Manager or on-site LPC staff. 10. Cleaning & Rubbish Removal: The contractor is responsible for leaving the freight elevator and related work areas "broom clean". The contractor will incur costs for clean­up if areas are left dirty, including servicing of freight elevator for demolition debris not transported properly. Rubbish cannot be stored in the work area and must be disposed of on a regular basis. 11. Permit: Contractor will post building permit, preferably on a conspicuous wall of the construction site while work is being performed. Contractor shall supply Property Manager with a copy of all permits prior to the start of any work. 12. Suite Carpet Protection: Prior to demolition, if carpet is to remain in the suite, it is to be protected by a heavy plastic cover or removed, stored and re-installed upon completion of work. 13. Common Area Carpet/Flooring Protection: Public area corridor and carpet is to be protected by plastic runners or a series of walk-off mats from the elevator to the suite under construction. Walk-off mats are to be provided at entrance doors. 14. Screening: Contractor shall provide heavy plastic screening for dust protection and/or temporary walls of suitable appearances as required by Property Management to screen the construction site. 15. Window Treatment Protection: Window treatments within a suite or affected area must be bagged and protected prior to commencement of work. 16. Utilities-No Interruption: No utilities (electricity, water, gas, and plumbing) or services to the tenants are to be cut off or interrupted without first having requested, in writing, and secured, in writing, the permission of the Property Manager. 17. Electrical Service: No electrical services are to be put on the emergency circuit, without specific written approval from the Property Manager. 18. Utility Meters: If utility meter installation is required, contractor must provide the Property Manager with a copy of the operating instructions for that particular meter. 19. Contractor/Subcontractor Employee Listing and Schedules: The Property Manager will be notified of all work schedules of all workmen on the job and will be notified, in writing, C-7

of names of those who may be working in the Building after "normal" business hours. If Lincoln Property Company employee works after normal hours, the tenant will be billed for his time. Provided that Tenant is first notified in writing. 20. Contractor/Subcontractor Employee Specific Behavior: • Radios are allowed at a reasonable noise level • All workers are required to wear a shirt, shoes and full-length trousers • Protection of hallway carpets, wall coverings, granite and marble and elevators from damage with masonite board, carpet, cardboard or pads is required. • Public spaces, corridors, elevators, restrooms, lobby, etc. must be cleaned immediately after use. Construction debris or materials found in public areas will be removed at the offender's cost. • No smoking, eating or open food containers in the elevators, carpeted areas, building perimeter or public lobbies. • No yelling or boisterous activities. • There will be no alcohol or controlled substances allowed or tolerated. Individuals under their influence or in possession of such will be prosecuted. 21. Contractor shall post no signs without Property Manager's express approval, which may be withheld for any reason 22. All construction materials or debris must be stored within the project confines or in an approved lock-up. There will not be any materials stored in the stairwells. 23. Any work performed on base building systems (i.e. roofing, HVAC, glass curtain wall, etc.) that could impact existing warranties shall be coordinated with the Property Manager prior to performing said work. If the Property Manager stipulates that a certain company/subcontractor/vendor must be used in order to preserve a warranty, then the Contractor shall comply. 24. Contractors shall be permitted to use the janitor's sink for water supply on the floor(s) on which the construction occurs, however, contractors shall ensure that no drywall, mud, flammables or any other substance that could stop up the sanitary sewer system or be potentially hazardous, are put therein. 25. This is a "No Smoking" Building C-8

Tenant Construction Rules and Regulations General Requirements 1. To the extent reasonably required given the scope and complexity of the proposed Alteration, Tenant must submit Construction Documents (plans and specifications) to Lincoln Property Company for approval. A minimum of four (4) weeks or the time period required under the lease document, whichever is longer, is needed prior to commencement of the project. 2. Lincoln Property Company reserves the right to approve and restrict any sub­contractor, contractor or employee for any trade performing work in the building. A pre-qualification statement must be submitted to Lincoln Property Company for sub-contractors who have not performed work with Lincoln Property Company within the last two (2) years or on jobs of comparable size and dollar value. 3. To the extent reasonably required given the scope and complexity of the Alteration, record of As-built drawings must be submitted within 30 days of the completion of the project. 4. Tenant must submit to Lincoln Property Company the following items two (2) weeks prior to the commencement of the project. A. Name of General Contractor/Construction Management Firm B. Sub-contractor list for approval C. Certificates of Insurance from general contractor and subcontractor in compliance with insurance guidelines. 201 South Street Owner LLC, ClearRock Properties LLC, Lincoln Property Company and must be named as additional insured and LPC Commercial Services, Inc. to be the certificate holder. D. Copy of Demolition Permit (if applicable). E. Copy of Building Permit (if applicable) F. Copy of Long-Form or Fast-Tract Application to Building Department (if applicable) G. Construction Schedule (if reasonably required given the scope and complexity of the project) H. Project directory to include: Name of firm, address, contacts and telephone number 5. Tenant must submit Certificate of Occupancy at completion of project (if applicable) 6. Tenant must schedule a project meeting with Lincoln Property Company construction coordinator two (2) weeks prior to commencement of project. Weekly project meetings are required for major construction projects. The Lincoln Property Company construction coordinator may attend meetings as deemed necessary. The construction coordinator must receive a copy of the minutes on a weekly basis C-9

7. Air balancing by contractor is required two (2) weeks before project is completed. 8. Testing of sprinkler system and fire protection devices is required two (2) weeks prior to completion of project and to obtain Certificate of Occupancy. 9. The Lincoln Property Company design/engineering review team may inspect contractor work in progress for compliance with applicable code and building standards. 10. Lincoln Property Company reserves the right to restrict life safety design (sprinkler and fire protection) to its approved design engineers. 11. All contractor work shall be performed in accordance with all applicable laws and codes, Boston Fire Department and Lincoln Property Company Construction Guidelines. 12. Two hundred pound (200 lb) pressure test of sprinkler system is required two (2) weeks prior to completion of project. Sprinkler contractor test certificates are due to Lincoln Property Company at that time. 13. Sprinkler contractor must provide five (5) sets of sprinkler drawings for approval by the insurance company. 14. All questions should be referred to Lincoln Property Company at 60 South St., Suite 1020, Boston, MA 02111 - or via email to the General manager, Sarah Barber, at: sbarber@lpc.com. C-10

Vendor/Subcontractor Insurance Specifications 1. General Liability coverage in the form of a Comprehensive General Liability policy or a Commercial Liability policy with a broad form of CGL endorsement included in the coverage. The insurance company issuing said policy must be rated B+ or better by Bests ratings. 2. The general liability in Item #1 must be on an occurrence basis with per occurrence and aggregate limits of liability of no less than $5,000,000. This limit can be provided through a combination of primary general liability policy and an umbrella liability policy or other multi-property "blanket" liability coverage. If there are any deductibles or self-insured retention, please state this. 3. Automobile liability coverage no less than $1,000,000 combined single limit each occurrence and Worker's Compensation coverage must be Statutory and no less than $500,000. 4. The following MUST be named as additional insured as their interests may appear: Certificate holder: LPC Commercial Services, Inc., as Agent Additional insured must be listed exactly as follows - no exceptions: 201 South Street Owner LLC ClearRock Properties LLC Lincoln Property Company This information MUST appear as indicated above. If you have any questions, please feel free to call the office at (617) 275-7000 Ext. 5. 5. Should any of the above described policies be canceled, not renewed, changed materially in amount of coverage or changed in insuring form, the vendor/subcontractor's insurance company will give 30 days prior written notice to Lincoln Property Company, 60 South St., Suite 1020, Boston, MA 02111. Please note that Lincoln Property Company's minimum requirements, as noted above and attached, in no way restricts your liability for any claims in excess of your policy limits.

SCHEDULED 201-207 SOUTH STREET CLEANING SPECIFICATIONS The following cleaning functions will be performed before or after Standard Building Hours: 1. In Tenant Areas: 1. All hard flooring to be swept and/or dust mopped five (5) times per week. 2. All carpeted areas and rugs to be vacuumed three (3) times per week. 3. Wastepaper baskets to be emptied five (5) times per week. 4. Dust furniture, windowsills and convectors provided free of papers, etc. five (5) times per week. 5. Ledges, and moldings and Venetian blinds to be high dusted semi-annually. 6. Clean all exterior windows on the inside semi-annually, provided that windowsills are free of any articles and access to the windows is not obstructed. 2. In Common Areas: 1. All stairways to be swept five (5) times per week. Wet mopped and buffed as needed. 2. Walls and interior surfaces of lobby including glass, doors and furniture to be cleaned five (5) times per week. 3. Lobby granite floors to be maintained nightly, with finish applied and buffed as needed. 4. Walls, doors, saddles, and luminous ceilings of elevator cabs to be cleaned five (5) times per week. 5. Entrance lobby glass to be washed or wiped five (5) times per week. 6. Outside of all exterior windows to be washed semi-annually. 3. In Public Lavatories: 7. All flooring to be swept and washed, using disinfectant in water five (5) times per week. 8. All basins, bowls, urinals and toilet seats to be washed five (5) times per week. Lavatory walls and stall partitions to be cleaned as needed. 9. All mirrors to be washed five (5) times per week.

10. Paper towel and sanitary disposal receptacles to be emptied and cleaned five (5) times per week. Plastic liners to be provided for all receptacles. 11. Toilet tissue holders, soap and paper towel dispensers to be filled five (5) times per week. 12. Air deodorizers to be provided and maintained.

SCHEDULE E 201-207 SOUTH STREET TENANT ALTERATION SPECIFICATIONS Prior to commencing any alterations work in the Premises, if reasonably in connection with the scope and complexity of the proposed alteration (i.e., Tenant shall not be required to submit such drawings in connection with Cosmetic Alterations)Tenant shall submit to Landlord final and complete dimensional architectural and mechanical drawings and specifications for partitions, layouts, including openings, ceiling and lighting layouts, electrical outlets, colors, finishing schedule, and any and all other information as may be necessary to complete the Premises. All such work including demolition of existing improvements shall hereinafter be referred to as "Alterations". All plans shall be prepared only by architects and mechanical engineers licensed to do business in Massachusetts and reasonably approved by Landlord. All plans, including mechanical plans, shall be prepared at Tenant's expense and shall be consistent with the design, construction and equipment of the Building and in conformity with its standards and shall show the location and extent of any excess floor loading and all special requirements for air-conditioning, plumbing and electricity, and the estimated total electrical load, provided, however, that Tenant may apply any allowance towards the cost thereof. All such plans and specifications are expressly subject to Landlord's written approval, as provided in Article 6. Tenant shall bear the cost and expense of filing such plans and specifications with the appropriate governmental agencies (if applicable). Landlord's contractor (or a contractor reasonably approved by Landlord) shall perform alterations to the Premises and, prior to proceeding with any Alterations except for the initial Work, shall submit to Tenant a fixed price for the cost thereof. The fixed price shall be based on, and shall include copies of, at least two bids for each of the major trades. Tenant shall nevertheless pay the fixed price for the cost of all Alterations (as changed by any change orders signed by Tenant), plus Contractor's general conditions and Contractor's fee, plus an administrative fee to Landlord in the amount of 5% of all hard costs. This paragraph shall not apply to Tenant's initial build out of the Premises. If any work is performed by Landlord's contractor on Tenant's behalf, invoices (together with any and all supporting documentation reasonably required by Tenant) shall be submitted to Tenant on a monthly basis, based on the percentage of work completed and shall be payable within thirty (30) days of receipt. The foregoing relates specifically to Alterations undertaken by Tenant pursuant to Article 6 of this Lease, and not to the Tenant Work pursuant to Article 30 hereof

SCHEDULE F INTENTIONALLY OMITTED

SCHEDULE G TENANT ESTOPPEL CERTIFICATE TO: Eastern Bank ("Lender"! 265 Franklin Street Boston, MA 02110 RE: 201-207 South Street Boston, Massachusetts The undersigned, as tenant under that certain lease dated , 20 (the "Lease"), made with 201 South Street Owner LLC, as landlord, for approximately square feet of space at property owned by landlord known as and numbered 201-207 South Street in Boston, Massachusetts (the "Property"), hereby certifies as follows: (1) That the tenant is in occupancy of the premises described in the Lease (the "demised premises") and is conducting its business therefrom solely for the use or uses permitted under the Lease. (2) That the Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way and there are no other agreements between the parties thereto, except as follows: (3) That the commencement date of the term of the Lease is . (4) That the expiration date of the term of the Lease is . The tenant has no rights to renew or extend the term of the Lease except as follows: (5) To the best of Tenant's knowledge, that all conditions of the Lease to be performed by the landlord and necessary to the enforceability of the Lease have been satisfied. (6) To the best of Tenant's knowledge, that there are no defaults by either the tenant or the landlord thereunder, and no event has occurred or situation exists which would, with the passage of time and the giving of any required notices, constitute a default under the Lease. (5)

(7) All improvements or work required under the Lease to be made by the landlord have been completed and such work and the demised premises are accepted as satisfactory by the tenant, except as follows: . Charges for all labor and materials used or furnished in connection with improvements and/or alterations made for the account of the tenant at the demised premises have been paid in full. (8) That monthly rent in the amount of $ is payable on the day of each month during the Lease term. No rents have been prepaid more than one (1) month in advance and full rental, including minimum base rent, has commenced to accrue and has been paid through the date of . (9) To the best of Tenant's knowledge, that on this date there are no existing defenses, offsets, claims or credits which the tenant has against the enforcement of the Lease by the landlord, provided that nothing herein shall be deemed to be a waiver of any defense, offset, claims or credits which Tenant has under this Lease and which are discovered subsequent to the date hereof. (10) The tenant has paid to the landlord a security deposit in the amount of $ • (11) The tenant has no right of first refusal or other right or option to purchase all or any part of the Property. (12) That as of the date hereof, there are no actions, whether voluntary or otherwise, and, to the best of Tenant's knowledge, pending, against the tenant under the bankruptcy or insolvency laws of the United States or any state thereof. (13) That it understands that Lender will make a mortgage loan to landlord (or its successor and/or assign with respect to the landlord's interest in the Lease) in reliance upon, among other things, this certificate. EXECUTED this day of , 2016. TENANT: [Print or Type Name of Tenant] By: Name: Title: ATTEST/WITNESS:

SCHEDULE H COMMENCEMENT DATE AGREEMENT Date: Tenant: TENANT A Re: Commencement Letter with respect to that certain Lease dated as of , between 201 South Street Owner LLC, a Delaware limited liability company, as Landlord, and , a , as Tenant, for X,XXX rentable square feet on the floor of the Building located at 201-207 South Street, Boston, Massachusetts. In accordance with the terms and conditions of the above referenced lease, Tenant accepts possession of the Premises and agrees: 1. The Commencement Date of the Lease is: 2. The Rent Commencement Date is: 3. The Termination Date of the Lease is: Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing this Commencement Letter in the space provided. Sincerely, Property Manager Lincoln Property Company - 201 South Street Owner LLC Tenant: TENANT A Agreed and Accepted:. Name; Title: Date:

SCHEDULE I FORM OF SNDA LEASE SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE AGREEMENT This Agreement is made this day of __, 2016, by and among 201 SOUTH STREET OWNER LLC, a Delaware limited liability company with an address c/o CiearRock Properties, 1221 Avenue of the Americas, 20"1 Floor, New York, New York 10020 ("Landlord" or "Borrower"). , with an address of ("Tenant"). and EASTERN BANK, a Massachusetts state-chartered bank with a place of business at 265 Franklin Street, Boston, Massachusetts 02110 ("Mortgagee"'). Introductory Provisions A. Mortgagee is relying on this Agreement as an inducement to Mortgagee in making and maintaining a loan ("Loan") secured by, among other things, a Mortgage and Security Agreement dated as of , 2016 (the "Mortgage") given by Borrower covering property commonly known as and numbered 201-207 South Street in Boston, Suffolk County, Massachusetts (the "Property"). B. Tenant is the holder of and tenant under that certain lease (the "Lease") dated , 20 , made with [Landlord] [Landlord's predecessor in interest] covering certain premises (the "Demised Premises") at the Property as more particularly described in the Lease. C. Mortgagee requires, as a condition to the making and maintaining of the Loan, that the Mortgage be and remain superior to the Lease. D. Tenant requires, as a condition to the Lease being subordinate to the Mortgage, that its rights under the Lease be recognized. E. Mortgagee, Landlord and Tenant desire to confirm their understanding with respect to the Mortgage and the Lease.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, and with the understanding by Tenant that Mortgagee will rely hereon in making and maintaining the Loan, Mortgagee, Landlord and Tenant agree as follows: 1. The Lease and the rights of Tenant thereunder are subordinate and inferior to the Mortgage and any renewal, substitution, extension or replacement thereof and each advance made thereunder as though said Mortgage, and each such renewal, substitution, extension or replacement were executed, recorded and the advance made before the execution of the Lease. Without limiting the foregoing and notwithstanding any other term or provision of this Agreement, Tenant's rights with respect to proceeds of insurance and of eminent domain awards are expressly made subject and subordinate to the rights of Mortgagee, and the disposition of such proceeds shall be governed by the Mortgage, and the other "Loan Documents" referred to therein, in all respects. 2. So long as Tenant is not in default (beyond any period expressed in the Lease within which Tenant may cure such default) in the payment of rent or in the performance or observance of any of the terms, covenants or conditions of the Lease on Tenant's part to be performed or observed, (i) Tenant's occupancy of the Demised Premises shall not be disturbed by Mortgagee in the exercise of any of its rights under the Mortgage during the term of the Lease or any extension or renewal thereof, made in accordance with the terms of the Lease, and (ii) Mortgagee will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant's interest and estate under the Lease because of any default under the Mortgage. 3. In the event any proceedings are brought for the foreclosure of the Mortgage, or if the Property or the Demised Premises are sold pursuant to the power of sale under the Mortgage, Tenant shall attorn to the purchaser upon any such foreclosure sale and shall recognize such purchaser thereafter as the Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of any further instrument on the part of any of the parties hereto. Tenant agrees, however, to execute and deliver at any time and from time to time, upon the request of any holder(s) of any of the indebtedness or other obligations secured by the Mortgage, or upon request of any such purchaser, (a) any instrument or certificate which, in the reasonable judgment of such holder(s), or such purchaser, may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment, and (b) an instrument or certificate regarding the status of the Lease, consisting of statements, if true (and if not true, specifying in what respect), (i) that the Lease is in full force and effect, (ii) the date through which rentals have been paid, (iii) the duration and date of the commencement of the term of the Lease, (iv) the nature of any amendments or modifications to the Lease, (v) that no default, or state of facts, which with the passage of time, or notice, or both, would constitute a default, exists on the part ofeither party to the Lease, and (vi) the dates on which payments of additional rent, if any, are due under the Lease. 4. If Mortgagee shall succeed to the interest of Landlord under the Lease in any manner, or if any purchaser acquires the Property, or the Demised Premises, upon any foreclosure of the 55873238 v I 066426/0169400

Mortgage, Mortgagee or such purchaser, as the case may be, shall have the same remedies by entry, action or otherwise in the event of any default by Tenant (beyond any period expressed in the Lease within which Tenant may cure such default) in the payment of rent or in the performance or observance of any of the terms, covenants and conditions of the Lease on Tenant's part to be performed or observed that the Landlord had or would have had if Mortgagee or such purchaser had not succeeded to the interest of the present Landlord. From and after any such attornment, Mortgagee or such purchaser shall be bound to Tenant under all the terms, covenants and conditions of the Lease, and Tenant shall, from and after such attornment to Mortgagee, or such purchaser, have the same remedies against Mortgagee, or such purchaser, for the breach of an agreement contained in the Lease that Tenant might have had under the Lease against Landlord if Mortgagee or such purchaser had not succeeded to the interest of Landlord; provided, however, that Mortgagee or such purchaser shall only be bound during the period of its ownership, all Tenant claims shall be satisfied only out of the interest, if any, of Mortgagee or such purchaser in the Property, and Mortgagee and such purchaser shall not be (a) liable for any act or omission of any prior landlord (including the Landlord); or (b) liable for or incur any obligation with respect to the construction of the Property or any improvements therein; or (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including the Landlord); or (d) bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (including the Landlord); or (e) bound by any amendment or modification of the Lease made without its prior written consent; or (f) bound by or responsible for any security deposit or prepaid rent not actually received by Mortgagee; or (g) liable for or incur any obligation with respect to any breach of warranties of any nature under the Lease or otherwise including without limitation any warranties respecting use, compliance with zoning, landlord's title, landlord's authority, habitability and/or fitness for any purpose, or possession; or (h) liable for consequential damages. 5. Nothing herein contained is intended, nor shall it be construed, to abridge or adversely affect any right or remedy of the Landlord under the Lease, or any subsequent Landlord, in the event of any default by Tenant (beyond any period expressed in the Lease within which Tenant may cure such default) in the payment of rent or in the performance or observance of any of the terms, covenants or conditions of the Lease on Tenant's part to be performed or observed. 6. Tenant agrees to provide Mortgagee with a copy of each notice of default given to Landlord under the Lease, at the same time as such notice of default is given to the Landlord, and that in the event of any default by the Landlord under the Lease, Tenant will take no action to terminate the Lease (a) if the default is not curable by Mortgagee (so long as the default does not interfere with Tenant's use and occupation of the Demised Premises), or (b) if the default is curable by Mortgagee, unless the default remains uncured for a period of thirty (30) days after written notice thereof shall have been mailed, postage prepaid, to Landlord at Landlord's address, and to Mortgagee at its address stated in (or pursuant to) Section 7 below; provided, however. that if any such default is such that it reasonably cannot be cured within said thirty-day period, such period shall be extended for such additional period of time as shall be reasonably necessary (including, without limitation, a reasonable period of time to obtain possession of the Property and to foreclose the Mortgage), if Mortgagee gives Tenant written notice of Mortgagee's election to undertake the cure of the default and if curative action (including, without limitation, action to 5.

obtain possession and foreclose) is instituted within a reasonable period of time and is thereafter diligently pursued. Mortgagee shall have no obligation to cure any default under the Lease. 7. Any notice or communication required or permitted hereunder shall be in writing, and shall be given or delivered by United States mail, registered or certified, postage fully prepaid, return receipt requested, or by recognized courier service addressed to the party to whom it is being given at its address set forth above, or such other address as such party may have specified theretofore by notice delivered in accordance with this sentence. Any such notice shall be deemed to have been given and received on the date delivered or tendered for delivery during normal business hours as herein provided. 8. Tenant acknowledges that it has notice that the Lease and the rent and all sums due thereunder have been assigned to Mortgagee as part of the security for the obligations of Borrower to Mortgagee secured by the Mortgage. In the event the Mortgagee notifies Tenant of an Event of Default under the Loan and demands that Tenant pay its rent and all other sums due under the Lease to Mortgagee, Tenant agrees that it will honor such demand and pay its rent and all other sums due under the Lease to the Mortgagee or Mortgagee's designated agent. Borrower unconditionally authorizes and directs Tenant to make rental payments directly to Mortgagee following receipt of such notice and further agrees that Tenant may rely upon such notice without any obligation to further inquire as to whether or not any default exists under the Mortgage, and that Borrower shall have no right or claim against Tenant for or by reason of any payments of rent or other charges made by Tenant to Mortgagee following receipt of such notice. 9. With respect to any options for additional space provided to Tenant under the Lease, Mortgagee agrees to recognize the same if Tenant is entitled thereto under the Lease after the date on which Mortgagee succeeds as Landlord under the Lease by virtue of foreclosure or deed in lieu of foreclosure or Mortgagee takes possession of the Demised Premises; provided. however. Mortgagee shall not be responsible for any acts of any prior landlord under the lease, or the act of any tenant, subtenant or other party which prevents Mortgagee from complying with the provisions hereof and Tenant shall have no right to cancel the Lease or to make any claims against Mortgagee on account thereof. 10. This Agreement may not be modified orally or in any manner than by an agreement in writing signed by the parties hereto or their respective successors in interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, personal representatives, successors and assigns, and any purchaser or purchasers at foreclosure of the Property or any portion thereof, and their respective heirs, personal representatives, successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. 11. This Agreement may be executed in multiple counterparts each of which when executed and delivered is an original, but all of which together shall constitute one instrument. 7.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, under seal, as of the date first above written. MORTGAGEE: EASTERN BANK By: Name: Richard A. Donald Title: Senior Vice President TENANT: By:_ Name: Title: COMMONWEALTH OF MASSACHUSETTS County of Suffolk On this day of , 2016, before me, the undersigned notary public, personally appeared Richard A. Donald, as Senior Vice President of EASTERN BANK, proved to me through satisfactory evidence of identification, which was to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose. Notary Public (Affix Seal] My commission expires:

COMMONWEALTH OF MASSACHUSETTS County of On this day of , 2016, before me, the undersigned notary public, personally appeared , as of , proved to me through satisfactory evidence of identification, which was , to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose. Notary Public [Affix Seal] My commission expires:

Borrower, as "Landlord" under the Lease and "Mortgagor" under the Mortgage, agrees for itself and its successors and assigns that: 1. The above Agreement does not: (a) constitute a waiver by Mortgagee of any of its rights under the Mortgage or any of the other Loan documents; or (b) in any way release Borrower from its obligations to comply with the terms, provisions, conditions, covenants and agreements and clauses of the Mortgage and other Loan documents; 2. The provisions of the Mortgage remain in full force and effect and must be complied with by Borrower; and 3. Borrower shall be bound by all of the terms, conditions and provisions of the foregoing Agreement applicable to Borrower including, without limitation, the provisions of Section 8. BORROWER/LANDLORD: 201 SOUTH STREET OWNER LLC, a Delaware limited liability company By: Name: Title: COMMONWEALTH OF MASSACHUSETTS County of On this day of , 2016, before me, the undersigned notary public, personally appeared as of 201 SOUTH STREET OWNER LLC, proved to me through satisfactory evidence of identification, which was _ , to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose. Notary Public [Affix Seal] My commission expires:

FIRST AMENDMENT TO LEASE This First Amendment to Lease ("Amendment") made as of i"L(2*~ , 2017 by and between 201 SOUTH STREET OWNER LLC, a Delaware limited liability company having an office c/o ClearRock Properties, LLC, 1221 Avenue of the Americas, 20,h Floor, New York, NY 10020 ("Landlord") and CARBON BLACK, INC., a Delaware corporation having a place of business and mailing address at 1100 Winter Street, Waltham, MA 02451 ("Tenant"). WITNESSETH: WHEREAS, Landlord is the owner of certain land and improvements located in the City of Boston and commonly known as 201-207 South Street, Boston, Massachusetts (the "Building"); and WHEREAS, Landlord and Tenant entered into a certain Lease dated March 1, 2017 (the "Lease"), with respect to approximately 7,270 rentable square feet of space on the 3 rd floor of the Building (the "Existing Premises") for a term that is currently scheduled to expire on September 30,2021; and WHEREAS, Landlord and Tenant have agreed to amend the Lease to add, to the Premises, approximately 7,270 rentable square feet of space on the 4th floor of the Building, which space (the "Expansion Premises") is shown on Exhibit A attached hereto, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree as follows: 1. Capitalized Terms; Recitals. All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Lease. In the event of any inconsistencies between the Lease and this Amendment, the provisions of this Amendment shall control, and all other provisions of the Lease shall remain in full force and effect. The above recitals are hereby incorporated into this Amendment. 2. Lease of Expansion Premises. Landlord hereby leases the Expansion Premises to Tenant, and Tenant hereby leases the Expansion Premises from Landlord, effective on the date of this Amendment. From and after the date hereof, the "Premises" shall consist of the Existing Premises plus the Expansion Premises, containing 14,540 rentable square feet of space in total. 3. Delivery Condition and Allowance. Landlord shall deliver to Tenant, and Tenant shall accept, the Expansion Premises in vacant, broom clean condition with all building systems in good condition, repair and working order and otherwise in its "as is" condition on the date of this Amendment. Landlord shall provide Tenant with an C:\Uscrs\mmccarthy\AppDii(a\Local\Microson Windows INclCachc\ConloH Oullook\XR20N9G6\First Amendment 12.20.17 (clcan).docx

allowance in the amount of up to $145,400.00 to be used by Tenant toward the cost of the design of the Expansion Premises and the cost of tenant improvements therein. Such allowance shall be disbursed by Landlord to Tenant on a monthly progress payment basis, as costs are incurred, based on contractor invoices, within thirty (30) days after receipt of such invoices together with architect's certificates for payment, lien waivers and such other items as Landlord shall reasonably require. Landlord shall not be required to disburse any portion of the allowance for any work performed or costs incurred later than one (1) year after the date of this Amendment, or for which a requisition is not received within thirteen (13) months after the date of this Amendment. Tenant shall not be entitled to any cash payment, nor any credit against Rent that is due under the Lease, in the event that the entire allowance is not utilized. 4. Extension of Term. The Lease is hereby amended to provide that the "Expiration Date" shall be April 30,2022. 5. Extension of Term. The Extension Option provided for in Section 3.02 of the Lease shall apply to the Existing Premises and the Expansion Premises. 6. Base Rent: Tenant's Share. (a) The date that is the earlier of (i) one (1) month after the date on which Tenant first commences business in the Expansion Premises, or (ii) April 1, 2018, shall be referred to herein as the "Expansion Premises Rent Commencement Date" (b) Tenant shall continue to pay Base Rent and Additional Rent with respect to the Existing Premises in accordance with the terms of the Lease through September 30, 2021. From and after October 1, 2021 through the Expiration Date, Tenant shall pay Base Rent with respect to the Existing Premises in accordance with the terms of the Lease in die amount of $359,865.00 per year, payable in monthly installments of $29,988.75 (c) Commencing on the Expansion Premises Rent Commencement Date, Tenant shall pay Base Rent with respect to the Expansions Premises as follows in accordance with the terms of the Lease in the amounts set forth below: (i) Expansion Premises Rent Commencement Date through the last day of the 12lh full month after the Expansion Premises Rent Commencement Date: $338,055.00 per year, payable in monthly installments of $28,171.25. (ii) 13th through 24th full months after the Expansion Premises Rent Commencement Date: $345,325.00 per year, payable in monthly installments of $28,777.08. (iii) 25,h through 36,h full months after the Expansion Premises Rent Commencement Date: $352,595.00 per year, payable in monthly installments of $29,382.92. CAUscrs^mccarlhyUppDatoVtocalMvlicrosonWmdows'ilNelCachcVConlcnt Oullook\XR20N9G6\Fiisl Amendment 12.20.17 (clean ).docx

(iv) 37,h full month after the Expansion Premises Rent Commencement Date through the Expiration Date: $359,865.00 per year, payable in monthly installments of$29,988.75. 7. Commencing on the Expansion Premises Rent Commencement Date, (i) the "Base Year for Operating Costs" for the Expansion Premises shall be the calendar year 2018 and the "Tax Base Year" for the Expansion Premises shall be July 1, 2017 to June 30, 2018, and (ii) Tenant's Share with respect to the Expansion Premises shall be 10.53%. 8. Electric Services. With regard to Section 23.01 of the Lease, separate meters currently exist in the Expansion Premises and Tenant shall pay for such electrical usage and consumption within the Expansion Premises directly to the utility provider. 9. Right of First Offer. The following language is hereby added as a new paragraph in Article 34: "Provided that this Lease is in full force and effect and Tenant is not in default hereunder, Tenant shall have a one-time right of first offer on any space on the 4th floor of the Building in accordance with this paragraph. Prior to leasing any space on the 4th floor of the Building ("4,h Floor ROFO Space"), Landlord shall notify Tenant in writing, which notice (a "4,h Floor ROFO Notice") shall contain all of the material conditions under which Landlord is prepared to lease the 4th Floor ROFO Space to Tenant. Tenant shall have fifteen (15) Business Days from receipt of a 4,h Floor ROFO Notice, time being of the essence, to advise Landlord, in writing, that it has elected to lease such 4lh Floor ROFO Space. If Tenant so notifies Landlord, then Landlord and Tenant shall enter into an amendment of this Lease that incorporates the 4lh Floor ROFO Space in question into the Premises, on the terms and conditions set forth in the 4,h Floor ROFO Notice. If Tenant fails to timely exercise its right of first offer, then it shall have no further rights under this paragraph as to that 4,h Floor ROFO Space. If Tenant exercises on a timely basis but thereafter fails to execute and deliver to Landlord die amendment to this Lease within fifteen (15) days after receipt from Landlord, then at Landlord's option, Tenant's exercise shall be void and Tenant shall thereupon have no further rights under this paragraph with respect to that 4,h Floor ROFO Space." 10. Security Deposit. Article 31 of the Lease is hereby amended as follows: (a) The amount of the Security Deposit is hereby increased to $167,209.98. Tenant shall deposit with Landlord $83,604.99 upon execution of this Amendment so that the full amount of the Security Deposit is posted. (b) The last paragraph of Article 31 is hereby amended to provide that if the decrease in the amount of the Security Deposit contemplated therein occurs, the reduced amount of the Security Deposit shall be $111,473.32. C Uscrs\mmccorthy\AppDala\Locn! Microsoft Windows INctCache\Conlcnl Oullook\XR20N9G6\First Amendment 12.20.17 (clean).docx

11. Binding Effect. This Amendment shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. 12. Counterparts. This Amendment may be executed in a number of identical counterparts, each of which for all purposes shall be deemed to be an original, and all of which shall collectively constitute but one agreement, fully binding upon, and enforceable against the parties hereto. 13. Brokers. Landlord and Tenant hereby represent and warrant to each other that neither has dealt with any broker in connection with this Amendment other than Jones Lang LaSalle and T3 Advisors (whose commissions shall be paid by Landlord pursuant to a separate agreement), and that insofar as Landlord and Tenant knows, no other broker negotiated this Amendment or is entitled to any commission in connection herewith. Each party agrees to indemnify and hold the other party and any mortgagee holding an interest in the Building, and their respective agents and employees harmless from any and all claims of any brokers claiming to have dealt with the indemnifying party in connection with this Amendment. C:\Uscr5\mmccailhy\AppData\Local\M icrosoft\Windows\INctCnchc\Conlcnt Oullook\XR20N9G6\First Amendment 12.20,17 (clcan).docx

IN WITNESS WHEREOF, the parties have set their hands as of the day and year first above written. 201 South Street Owner LLC By: Its Carbon Black, Inc. Bv: VkjL PJL/ its CV^o Please conform Signature as /s/

IN WITNESS WHEREOF, the parties have set their hands as of the day and year first above written. 201 South Street Owner LLC Carbon Black, Inc. By: _ Its C: \Uscrslrgn_p I am bli\ppData\Local\M icrosonlWindows\Temporary i1llernct F i Jes\Con tent.Outlook\S09C200 XIF i rst Amendment 12.20.17 (SG Signaturc).docx

EX-10.3

Exhibit 10.3

DATED 12 June 2017

(1)	BOULTBEE BROOKS (READING) LIMITED
(2)	CARBON BLACK U.K. LIMITED
(3)	CARBON BLACK, INC.

LEASE

of Part 1st Floor (North), The White Building,

33 Kings Road, Reading RG1 3AR

12th Floor

6 New Street Square

London EC4A 3BF

DX 63 London Chancery Lane

Tel: 020 7659 7660

Fax: 020 7659 7661

CONTENTS

1	DEFINITIONS AND INTERPRETATION	7
2	GRANT	13
3	ANCILLARY RIGHTS	14
4	RIGHTS EXCEPTED AND RESERVED	15
5	THIRD PARTY RIGHTS	17
6	PAYMENT OF RENTS	17
7	REVIEW OF THE ANNUAL RENT	17
8	INSURANCE	20
9	SERVICE CHARGE	23
10	OUTGOINGS	25
11	UTILITIES	25
12	COMMON ITEMS	26
13	VAT	26
14	DEFAULT INTEREST AND INTEREST	26
15	COSTS	26
16	NO DEDUCTION, COUNTERCLAIM OR SET-OFF	27
17	ASSIGNMENTS	27
18	UNDERLETTINGS	28
19	SHARING OCCUPATION	29
20	CHARGING	30
21	PROHIBITION OF OTHER DEALINGS	30
22	REGISTRATION AND NOTIFICATION OF DEALINGS AND OCCUPATION	30
23	CLOSURE OF THE REGISTERED TITLE OF THIS LEASE	31
24	REPAIR	31
25	DECORATION	31
26	ALTERATIONS	31
27	SIGNS	32

24 April 2017

28	RETURNING THE PROPERTY TO THE LANDLORD	33
29	USE	33
30	COMPLIANCE WITH LAWS	34
31	ENERGY PERFORMANCE CERTIFICATES	35
32	ENCROACHMENTS, OBSTRUCTIONS AND ACQUISITION OF RIGHTS	35
33	BREACH OF REPAIR AND MAINTENANCE OBLIGATION	36
34	INDEMNITY	36
35	LANDLORD’S COVENANT FOR QUIET ENJOYMENT	36
36	GUARANTEE AND INDEMNITY	36
37	FORFEITURE	37
38	LIABILITY	37
39	NO REPRESENTATION OR WARRANTY	37
40	NO RIGHT TO ENFORCE	38
41	NOTICES, CONSENTS AND APPROVALS	38
42	GOVERNING LAW AND JURISDICTION	39
43	CONTRACTUAL RIGHTS OF THIRD PARTIES	39
44	TENANT’S OPTION TO BREAK	39
SCHEDULE 1 SERVICES AND LANDLORD’S EXPENSES		41
SCHEDULE 2 GUARANTEE AND INDEMNITY		45

LEASE

Prescribed Clauses

LR1. Date of lease 12 June 2017

LR2. Title number(s)

LR2.1 Landlord’s title number(s)

BK396970.

LR2.2 Other title numbers

None.

LR3. Parties to this lease

Landlord

BOULTBEE BROOKS (READING) LIMITED incorporated and registered in England and Wales with company number 08800500 whose registered office is at 2nd Floor Broadway House, 32-35 Broad Street, Hereford HR4 9AR (Landlord).

Tenant

CARBON BLACK U.K. LIMITED incorporated and registered in England and Wales with company number 09352043 whose registered office is at Highlands House, Basingstoke Road, Spencers Wood, Reading, England RG7 1NT (Tenant).

Other parties

CARBON BLACK, INC. incorporated in Delaware with company number 3602986 (the registered agent’s address in Delaware is Corporation Trust Center 1209 Orange Street, Wilmington, DE 19801) and whose headquarters are at 1100 Winter Street, Waltham, Massachusetts 02451 and whose address for service in England is Carbon Black U.K. Limited c/o Vistra International Expansion Ltd., Highlands House, Basingstoke Road, Spencers Wood, Reading, Berkshire, RG7 1NT (Guarantor).

LR4. Property

In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail.

See the definition of “Property” in clause 1.1.

4

LR5. Prescribed statements etc.

LR5.1 Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold Reform, Housing and Urban Development Act 1993) of the Land Registration Rules 2003.

None.

LR5.2 This lease is made under, or by reference to, provisions of:

None.

LR6. Term for which the Property is leased

The term as specified in this lease at clause 1.1 in the definition of “Contractual Term”.

LR7. Premium

None.

LR8. Prohibitions or restrictions on disposing of this lease

This lease contains a provision that prohibits or restricts dispositions.

LR9. Rights of acquisition etc.

LR9.1 Tenant’s contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land

None.

LR9.2 Tenant’s covenant to (or offer to) surrender this lease

None.

LR9.3 Landlord’s contractual rights to acquire this lease

None.

LR10. Restrictive covenants given in this lease by the Landlord in respect of land other than the Property

None.

LR11. Easements

LR11.1 Easements granted by this lease for the benefit of the Property

See clause 3.

LR11.2 Easements granted or reserved by this lease over the Property for the benefit of other property

See clause 4.

5

LR12. Estate rentcharge burdening the Property

None.

LR13. Application for standard form of restriction

None.

LR14. Declaration of trust where there is more than one person comprising the Tenant

Not applicable.

6

1DEFINITIONS AND INTERPRETATION

1.1Definitions

In this lease:

1.1.1Act of Insolvency means:

1.1.1.1the taking of any step in connection with any voluntary arrangement or any other compromise or arrangement for the benefit of any creditors of the Tenant or any guarantor; or

1.1.1.2the making of an administration order in relation to the Tenant or any guarantor; or

1.1.1.3the appointment of an administrator, in any case in relation to the Tenant or any guarantor; or

1.1.1.4the appointment of a receiver or manager or an administrative receiver in relation to any property or income of the Tenant or any guarantor; or

1.1.1.5the commencement of a voluntary winding-up in respect of the Tenant or any guarantor, except a winding-up for the purpose of amalgamation or reconstruction of a solvent company; or

1.1.1.6the making of a winding-up order in respect of the Tenant or any guarantor; or

1.1.1.7the striking-off of the Tenant or any guarantor from the Register of Companies; or

1.1.1.8the Tenant or any guarantor otherwise ceasing to exist (but excluding where the Tenant or any guarantor dies); or

1.1.1.9the adjudication of bankruptcy or the making of a bankruptcy order against the Tenant or any guarantor.

Act of Insolvency includes any analogous proceedings or events that may be taken under the legislation of another jurisdiction in relation to a tenant or guarantor incorporated or domiciled in such relevant jurisdiction.

1.1.2Annual Rent means rent at an initial rate of £ 191,205 per annum and then as revised under this lease and any interim rent determined under the LTA 1954.

1.1.3Break Date means 11 June 2022.

1.1.4Building means The White Building, 33 Kings Road, Reading RG1 3AR as registered at the Land Registry under title number BK396970 and all Service Media on, over or under such land and Service Media outside such

7

land but exclusively serving it (excluding in both cases, any Service Media which are not owned by the Landlord).

1.1.5Certificate means a statement certified by the Landlord or the Landlord’s surveyor or its accountant, which shows the Landlord’s Expenses, the Service Charge Estimate, the Service Charge and the Service Charge Balance, for the relevant Service Charge Year.

1.1.6Contractual Term means a term of 10 years beginning on and including 12 June 2017 and ending on and including 11 June 2027.

1.1.7CDM Regulations means the Construction (Design and Management) Regulations 2015.

1.1.8Default Interest Rate means three percentage points above the Interest Rate.

1.1.9Enactment means all Parliamentary and subordinate legislation (including all regulations and directives, schemes and rules) and bye-laws in force from time to time.

1.1.10Inherent Defect means any defect in the Property or the Building which is attributable wholly or partially to defective design of, workmanship on, materials used in, or supervision or preparation of the construction of the Property or Building.

1.1.11Insurance Rent means a fair proportion of the aggregate in each year of the gross cost of the premium before any discount or commission for the insurance of:

(a)the Building for its full reinstatement cost (taking inflation of building costs into account) against loss or damage by or in consequence of the Insured Risks, including costs of demolition, site clearance, site protection and shoring-up, professionals’ and statutory fees and incidental expenses, the cost of any work which may be required under any law and VAT in respect of all those costs, fees and expenses,

(b)loss of Annual Rent (having regard to the provisions for the review of the Annual Rent) for not less than three years,

(c)(if the Landlord actually insures against loss of Service Charge) loss of Service Charge for not less than three years,

(d)against public liability of the Landlord in connection with any matter relating to the Building, its occupation or use, and

(e)any insurance premium tax payable on the above.

1.1.12Insured Risks means fire, explosion, lightning, earthquake, storm, flood, bursting and overflowing of water tanks, apparatus or pipes, impact by aircraft and articles dropped from them, impact by vehicles, riot, civil

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commotion, terrorism and any other risks against which the Landlord reasonably decides to insure against from time to time and Insured Risk means any one of the Insured Risks.

1.1.13Interest Rate means interest at the base rate from time to time of HSBC Bank Plc, or if that base rate stops being used or published then at a comparable commercial rate reasonably determined by the Landlord.

1.1.14Landlord’s Energy Management Costs means the costs of the Landlord of:

(a)acquiring allowances of any nature and paying all present and future taxes, duties, or assessments of any nature relating to the supply or consumption of energy, or relating to emissions consequential upon that supply or consumption (and whether those emissions are direct or indirect);

(b)monitoring the supply and consumption of energy and such emissions; and

(c)gathering and processing information relating to the supply and consumption of energy and to such emissions,

and in this definition “Landlord” means the group of undertakings of which the Landlord is a member for the purposes of such allowances or taxes;

1.1.15Landlord’s Expenses has the meaning given in paragraph 2 of Schedule 1.

1.1.16Lettable Unit means any part of the Building (other than the Property) which is let or is intended for letting on the basis of a lease similar in nature to this lease.

1.1.17LTA 1954 means Landlord and Tenant Act 1954.

1.1.18Permitted Use means as offices within Use Class B1(a) of the Town and Country Planning (Use Classes) Order 1987 as at the date this lease is granted.

1.1.19Permitted Window Blinds means Waverly Blinds ShadeTech RBL-C Roller Blind System, 40mm/45mm diameter roller barrel, side chain operation with stainless steel bead chain in fabric Helioscreen Natte 2115 - 5% Basalt (or, in the event that such blinds are no longer available, such other blinds of similar appearance as the Landlord shall specify or approve, such approval not to be unreasonably withheld or delayed).

1.1.20Plan 1, Plan 2 etc means the plans annexed to this lease and so labelled.

1.1.21Property means Part 1st Floor (North), The White Building, 33 Kings Road, Reading RG1 3AR shown edged red on Plan 1 and bounded by and

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including:

(a)the surfaces of and the paint paper and other decorative or internal finishes applied to:

(i)the interior of any external walls bounding those premises; and

(ii)any structural pillars walls or columns within those premises;

(b)the inner surface of the floor finishes and the paint paper and other finishes applied to the ceiling;

(c)the inner half severed medially of the internal wall(s) dividing those premises from other premises in the Building;

(d)the inside face of the external windows and window frames and inner glazing panes;

(e)the doors and door frames and glass therein;

(f)non-structural works within those premises;

(g)all additions and improvements to those premises (whether originally fixed or fastened to or upon the said premises or otherwise) except any such fixtures installed by the Tenant that can be removed from those premises without defacing those premises;

(h)all fixtures from time to time at those premises, but if those fixtures are Service Media, then only if they fall within paragraph (i) below;

(i)Service Media within and from time to time exclusively serving those premises and which are owned by the Landlord (subject to paragraph (j) below);

but excluding:

(j)the fire alarm system within those premises;

(k)all tenant’s fixtures and fittings;

(l)any Service Media within such premises but which do not serve such premises exclusively, or which are not owned by the Landlord;

(m)any structural parts of those premises or the Building; and

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(n)the external faces of the windows and window frames and external glazing panes.

1.1.22Rent Commencement Date means 12 November 2017.

1.1.23Rent Payment Dates means 25 March, 24 June, 29 September and 25 December.

1.1.24Reservations means all of the rights excepted, reserved and granted to the Landlord by this lease.

1.1.25Retained Parts means any part of the Building other than the Property and the Lettable Units.

1.1.26Review Date means 12 June 2022.

1.1.27Service Charge means a fair proportion of the total cost of the Landlord’s Expenses in relation to the relevant Service Charge Year.

1.1.28Service Charge Balance means the shortfall, if any, between the Service Charge Estimate and the Service Charge.

1.1.29Service Charge Estimate means the same fair proportion of the amount which the Landlord, or the Landlord’s surveyor or its accountant, reasonably estimates will be the total cost of the Landlord’s Expenses in any Service Charge Year.

1.1.30Service Charge Year means the year from and including 1 January in each year or such other date which the Landlord chooses from time to time.

1.1.31Service Media means the lifts and lift machinery and equipment and all media for the supply or removal of heat, electricity, gas, water, sewage, air conditioning, energy, telecommunications, data and all other services and utilities and all structures, machinery and equipment ancillary to those media and all fire alarms, sprinklers, smoke detectors, dry risers, security cameras and closed circuit television apparatus.

1.1.32Services has the meaning given in paragraph 1 of Schedule 1.

1.1.33Third Party Rights means all rights, covenants and restrictions affecting the Building including the matters referred to at the date of this lease in the property and charges registers of title number BK396970 and all other existing rights which belong to other property, or are enjoyed by other property over the Building or any land or Service Media.

1.1.34Uninsured Damage means damage to the Property which is caused by an Uninsured Risk and which either destroys the Property (or any part of the Property) or renders the Property (or any part of the Property) unfit for beneficial use and occupation.

1.1.35Uninsured Risk means any Insured Risk in respect of which the Landlord

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does not insure (or in respect of which there is a partial exclusion to the extent that the partial exclusion applies) because at any time during the term insurance is not available in the London insurance market on reasonable terms.

1.1.36Utilities means electricity, gas, water, foul water and surface drainage, heating, ventilation and air conditioning, smoke and fumes, signals, telecommunications, satellite and data communications and all other utilities.

1.1.37VAT means value added tax chargeable under the VATA 1994 or any similar replacement or additional tax.

1.1.38VATA 1994 means Value Added Tax Act 1994.

1.2Interpretation

In this lease:

1.3A reference to this lease, except a reference to the date of this lease or to the grant of the lease, is a reference to this deed and any deed, licence, consent, approval or other instrument supplemental to it.

1.4A reference to the Landlord includes a reference to the person entitled to the immediate reversion to this lease. A reference to the Tenant includes a reference to its successors in title and assigns. A reference to a guarantor is to any guarantor of the tenant covenants of this lease including a guarantor who has entered into an authorised guarantee agreement.

1.5In relation to any payment, a reference to a fair proportion is to a fair proportion of the total amount payable, determined conclusively (except as to questions of law) by the Landlord and where there are different elements to that sum a different proportion for each element may be determined on this basis.

1.6The expressions landlord covenant and tenant covenant each has the meaning given to it by the Landlord and Tenant (Covenants) Act 1995.

1.7Unless the context otherwise requires, a reference to the Property or the Building is to the whole and any part of it.

1.8A reference to the term is to the Contractual Term and statutory continuation of this lease.

1.9A reference to the end of the term is to the end of the term however it ends whether before or at or after the end of the Contractual Term.

1.10References to the consent of the Landlord are to the consent of the Landlord given in accordance with clause 41.5 and references to the approval of the Landlord are to the approval of the Landlord given in accordance with clause 41.6.

1.11A working day is any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England.

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1.12Unless otherwise specified, a reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate laws for the time being in force made under it and all orders, notices, codes of practice and guidance made under it.

1.13A reference to laws in general is to all local, national and directly applicable supranational laws in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate laws for the time being in force made under them and all orders, notices, codes of practice and guidance made under them.

1.14Any obligation in this lease on the Tenant not to do something includes an obligation not to agree to or suffer that thing to be done and an obligation to use best endeavours to prevent that thing being done by another person.

1.15Unless the context otherwise requires, where the words include(s) or including are used in this lease, they are deemed to have the words “without limitation” following them.

1.16A person includes a corporate or unincorporated body.

1.17References to writing or written do not include faxes or email.

1.18Except where a contrary intention appears, a reference to a clause or schedule, is a reference to a clause of, or schedule to, this lease and a reference in a schedule to a paragraph is to a paragraph of that schedule.

1.19Clause, schedule and paragraph headings do not affect the interpretation of this lease.

2GRANT

2.1At the request of the Guarantor, the Landlord lets with full title guarantee the Property to the Tenant for the Contractual Term.

2.2The grant is made together with the ancillary rights set out in clause 3, excepting and reserving to the Landlord the rights set out in clause 4, and subject to the Third Party Rights.

2.3The grant is made with the Tenant paying the following as rent to the Landlord:

2.3.1the Annual Rent and all VAT in respect of it;

2.3.2the Insurance Rent;

2.3.3the Service Charge;

2.3.4all interest payable under this lease; and

2.3.5all other sums due under this lease.

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3ANCILLARY RIGHTS

3.1Except as mentioned in clause 3.2, neither the grant of this lease nor anything in it confers any right over neighbouring property nor is to be taken to show that the Tenant may have any right over neighbouring property, and section 62 of the LPA 1925 does not apply to this lease.

3.2The Landlord grants the Tenant the following rights (the “Rights”) at all times subject to clause 3.6:

3.2.1the right to use the hallways, corridors, stairways, lifts and landings of the Retained Parts to enter and leave the Property and for such other purposes as the Landlord may permit from time to time;

3.2.2the right to use the Service Media forming part of the Building at the date of this Lease which serve, but do not form part of, the Property;

3.2.3the right to enter adjoining parts of the Building in order to carry out any repairs to the Property, but only if those repairs cannot reasonably be carried out without such entry, and subject to the Tenant complying with clause 3.7;

3.2.4the right to access the service risers, riser cupboards and incoming service cupboards within other parts of the Building including other Lettable Units for the purpose of installing, maintaining, repairing or renewing Service Media which serve the Property, but only if the same cannot reasonably be carried out without such entry, and subject to the Tenant complying with clause 3.7;

3.2.5the right to have the Tenant’s name displayed on the Landlord’s totem board outside the Building, the indicator board in the entrance lobby of the Building and in the lift lobby on the floor on which the Property is located, in the “house style” and size decided by the Landlord (acting reasonably);

3.2.6the right to use the roof terrace of the Building free of charge at times permitted in the Landlord’s discretion (and subject to the Landlord’s booking system for private functions on a first come first served basis, when the roof terrace may be closed to the Tenant) such right being made available for all tenants of the Building;

3.2.7the right to use the showers in the basement and the WCs on the floor on which the Property is located;

3.2.8the right to park cars in six parking spaces within the car park at the Building as are allocated by the Landlord to the Property from time to time, the spaces allocated at the date of this lease being as shown edged red on Plan 2;

3.2.9the right to park cycles in cycle storage areas designated by the Landlord from time to time, on a first come first served basis;

3.2.10the right of support and protection from the rest of the Building to the extent

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existing at the date of this Lease;

3.2.11the right to use and dispose of all the Tenant’s refuse generated in the Property in the normal course of office use in the bins located in the basement of the Building or as otherwise provided by the Landlord (and subject to any requirements of the local authority), it being the responsibility of the Tenant to deliver all such refuse to such bins in sealed sacks.

3.3The Rights (save for those set in clause 3.2.8) are granted in common with the Landlord, any other tenants and lawful occupiers of the Building and any other person authorised by the Landlord.

3.4The Tenant shall exercise the Rights only in connection with its use of the Property for the Permitted Use and in accordance with any reasonable regulations made by the Landlord from time to time.

3.5The Tenant shall comply with all laws relating to its exercise of the Rights.

3.6The Rights may be interrupted or varied for the purposes of any works of maintenance, repair, alteration or the replacement of any land, building, lifts or lift equipment, or Service Media in connection with which the rights are exercised, provided that the Landlord will minimise interruption and disruption and if possible schedule maintenance with a view to this and shall provide alternative parking spaces if disruption occurs in the car park.

3.7The rights granted by clauses 3.2.3 and 3.2.4 are granted subject to the conditions that the Tenant may, except in cases of emergency, only exercise that right after having given reasonable prior written notice to the occupier of the relevant other property and the Landlord, and on the conditions that:

3.7.1it is exercised in a manner which causes as little inconvenience as reasonably practicable to the occupier of the other property; and

3.7.2the person exercising that right shall promptly make good any damage caused to that other property and to any items belonging to the Landlord, the tenant or the occupier of the other property which are at the other property, and will indemnify the Landlord against any losses or claims resulting from the exercise of that right,

and the Tenant shall ensure that the person exercising that right complies with the terms of this clause 3.7.

4RIGHTS EXCEPTED AND RESERVED

4.1The following rights are excepted and reserved from this lease and regranted to the Landlord by the Tenant (the “Reservations”):

4.1.1to build, or carry out works, or permit others to do so, to any other part of the Building or on any adjoining or neighbouring property (whether or not belonging to the Landlord), or to build into any of the boundary walls, foundations or roofs of the Property, even if such building or works lessen

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the access of light or air to the Property or cause any nuisance, damage or inconvenience to the Tenant or other occupier of the Property;

4.1.2to inspect, connect into, repair and replace any Service Media in, on, under or over the Property, but which do not form part of the Property and construct Service Media at any time during the term, on, over or under the Property;

4.1.3acting reasonably, to attach signs and notices, scaffolding or other equipment to or place them on the Property;

4.1.4of support and protection from the Property for the rest of the Building;

4.1.5for the occupier of adjoining property at the Building to enter the Property for the same purposes and in the same circumstances as the Tenant may enter adjoining parts of the Building;

4.1.6to enter the Property in order to access the fire alarm system; and

4.1.7to enter the Property to exercise any other right reserved and regranted to the Landlord by this Lease, or in connection with performing the Services, or for any other reasonable purpose connected with this Lease or with the Landlord’s interest in the Property, the Building or any adjoining property of the Landlord;

notwithstanding that the exercise of any of the Reservations or the works carried out under them result in a reduction in the flow of light or air to the Property or loss of amenity for the Property.

4.2The Reservations may be exercised by the Landlord and by anyone else who is or becomes entitled to exercise them, and by anyone authorised by the Landlord or any superior landlord.

4.3The Tenant shall allow all those entitled to exercise any right to enter the Property, to do so with their workers, contractors, agents and professional advisors, and to enter the Property at any reasonable time (whether or not during usual business hours) and, except in the case of an emergency, after having given reasonable notice (which need not be in writing) to the Tenant.

4.4No party exercising any of the Reservations, nor its workers, contractors, agents and professional advisors, shall be liable to the Tenant or to any undertenant or other occupier of or person at the Property for any loss, damage, injury, nuisance or inconvenience arising by reason of its exercising any of those Reservations except for:

4.4.1physical damage to the Property; or

4.4.2any loss, damage, injury, nuisance or inconvenience in relation to which the law prevents the Landlord from excluding liability.

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5THIRD PARTY RIGHTS

5.1The Tenant shall comply with all obligations on the Landlord relating to the Third Party Rights (insofar as those obligations relate to the Property) and shall not do anything (even if otherwise permitted by this lease) that may interfere with any Third Party Right.

5.2The Tenant shall allow the Landlord and any other person authorised by the terms of the Third Party Right to enter the Property in accordance with its terms.

6PAYMENT OF RENTS

6.1The Tenant shall pay the Annual Rent and any VAT in respect of it by four equal instalments in advance on or before the Rent Payment Dates. The payments shall be made by banker’s standing order or direct debit or by any other method that the Landlord requires at any time by giving notice to the Tenant.

6.2The first instalment of the Annual Rent and any VAT in respect of it shall be made on the Rent Commencement Date and shall be the proportion, calculated on a daily basis, in respect of the period from the Rent Commencement Date until the day before the next Rent Payment Date.

6.3The Tenant shall pay to the Landlord the Service Charge Estimate and any VAT payable on it in four equal instalments in advance on or before the Rent Payment Dates, and shall pay the Service Charge Balance and any VAT on it within 14 days following demand (whether such demand is made and received before or after the end of the Term).

6.4The Tenant shall pay the first instalment of the Service Charge Estimate and any VAT due on it to the Landlord on the date of this lease, and the first instalment is to be a proportionate amount for the period from and including the date of this lease until the next quarter day.

7REVIEW OF THE ANNUAL RENT

7.1In this clause the President is the President for the time being of the Royal Institution of Chartered Surveyors or a person acting on his behalf, and the Surveyor is the independent valuer appointed under clause 7.7.

7.2The amount of Annual Rent shall be reviewed on the Review Date to equal the greater of:

7.2.1the Annual Rent payable immediately before the Review Date (or which would then be payable but for any abatement or suspension of the Annual Rent or restriction on the right to collect it); and

7.2.2the open market rent agreed or determined under this clause.

7.3The open market rent may be agreed between the Landlord and the Tenant at any time before it is determined by the Surveyor.

7.4If the open market rent is determined by the Surveyor, it shall be the amount that the

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Surveyor determines is the annual open market rent (exclusive of any VAT) at which the Property could reasonably be expected to be let:

7.4.1in the open market;

7.4.2at the Review Date;

7.4.3on the assumptions listed in clause 7.5; and

7.4.4disregarding the matters listed in clause 7.6.

7.5The assumptions are:

7.5.1the Property is available to let in the open market:

7.5.1.1by a willing landlord to a willing tenant (which may be the Tenant);

7.5.1.2as a whole;

7.5.1.3with vacant possession;

7.5.1.4without a fine or a premium;

7.5.1.5for a term of five years commencing on the relevant Review Date; and

7.5.1.6otherwise on the terms of this lease other than:

7.5.1.6.1the amount of the Annual Rent;

7.5.1.6.2the provisions for review of the Annual Rent; and

7.5.1.6.3the option to terminate this lease contained in clause 44;

7.5.2the willing tenant has had the benefit of any rent-free or other concession or contribution which would be offered in the open market at the Review Date in relation only to fitting out works at the Property;

7.5.3the Property may lawfully be used, and is in a physical state to enable it to be lawfully used, by the willing tenant (or any potential undertenant or assignee of the willing tenant) for any purpose permitted by this lease;

7.5.4the Landlord and the Tenant have fully complied with their obligations in this lease (save to the extent that the Landlord is in wilful and persistent breach);

7.5.5the Property and the Building, and any means of access to it or any Service Media serving the Property, are in good and substantial repair and condition, and if destroyed or damaged, that they have been fully reinstated;

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7.5.6no work has been carried out on the Property or on any other part of the Building that has diminished the rental value of the Property;

7.5.7any fixtures, fittings, machinery or equipment supplied to the Property by the Landlord that have been removed by or at the request of the Tenant, or any undertenant or their respective predecessors in title (otherwise than to comply with any law) remain at the Property;

7.5.8the Property has a net internal area of 5463 square feet.

7.6The matters to be disregarded are:

7.6.1any effect on rent of the fact that the Tenant or any authorised undertenant or other lawful occupier has been in occupation of the Property;

7.6.2any goodwill attached to the Property by reason of any business carried out there by the Tenant or by any authorised undertenant or by any of their predecessors in business;

7.6.3any effect on rent attributable to any physical improvement to the Property carried out before or after the date of this lease, by or at the expense of the Tenant or any authorised undertenant with all necessary consents, approvals and authorisations and not under an obligation to the Landlord (other than an obligation to comply with any law);

7.6.4any effect on rent of any obligation on the Tenant to fit out the Property or to reinstate the Property to the condition or design it was in before any alterations or improvements were carried out; and

7.6.5any statutory restriction on rents or the right to recover them.

7.7The Surveyor shall be an independent valuer who is a Member or Fellow of the Royal Institution of Chartered Surveyors. The Landlord and the Tenant may, by agreement, jointly appoint the Surveyor at any time before either of them applies to the President for the Surveyor to be appointed. Any application to the President may not be made earlier than three months before the Review Date.

7.8The Surveyor shall act as an arbitrator in accordance with the Arbitration Act 1996.

7.9If the Surveyor dies, or becomes unwilling or incapable of acting, or unreasonably delays in making any determination, then either the Landlord or the Tenant may apply to the President to discharge the Surveyor and clause 7.7 shall then apply in relation to the appointment of a replacement.

7.10The fees and expenses of the Surveyor and the cost of the Surveyor’s appointment and any counsel’s fees, or other fees, reasonably incurred by the Surveyor shall be payable by the Landlord and the Tenant in the proportions that the Surveyor directs (or if the Surveyor makes no direction, then equally).

7.11If the revised Annual Rent has not been agreed by the Landlord and the Tenant or determined by the Surveyor on or before the Review Date, the Annual Rent payable from the Review Date shall continue at the rate payable immediately before the

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Review Date. On the date the revised Annual Rent is agreed or the Surveyor’s determination is notified to the Landlord and the Tenant, the Tenant shall pay:

7.11.1the shortfall (if any) between the amount that it has paid for the period from the Review Date until the Rent Payment Date following the date of agreement or notification of the revised Annual Rent and the amount that would have been payable had the revised Annual Rent been agreed or determined on or before the Review Date; and

7.11.2interest at the Interest Rate on that shortfall calculated on a daily basis by reference to the Rent Payment Dates on which parts of the shortfall would have been payable if the revised Annual Rent had been agreed or determined on or before the Review Date and the date payment is received by the Landlord.

7.12Time shall not be of the essence for the purposes of this clause.

7.13If at any time there is a guarantor, the guarantor shall not have any right to participate in the review of the Annual Rent.

7.14As soon as practicable after the amount of the revised Annual Rent has been agreed or determined, a memorandum recording the amount shall be signed by or on behalf of the Landlord and the Tenant and endorsed on or attached to this lease and its counterpart. The Landlord and the Tenant shall each bear their own costs in connection with the memorandum.

8INSURANCE

8.1Subject to clause 8.2, the Landlord covenants to insure with an insurance office or underwriters of repute:

8.1.1the Building for its full reinstatement cost (taking inflation of building costs into account) against loss or damage by or in consequence of the Insured Risks, including costs of demolition, site clearance, site protection and shoring-up, professionals’ and statutory fees and incidental expenses, the cost of any work which may be required under any law and VAT in respect of all those costs, fees and expenses;

8.1.2loss of Annual Rent (having regard to the provisions for the review of the Annual Rent) for not less than three years; and

8.1.3against public liability of the Landlord in connection with the Building.

The Landlord shall not be obliged to insure any part of the Property installed by the Tenant or any other occupier (other than the dividing wall between the Property and the remainder of the 1st floor).

The Landlord shall not be obliged to insure, but may insure, against loss of Service Charge.

8.2The Landlord’s obligation to insure is subject to:

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8.2.1any exclusions, limitations, excesses and conditions that may be imposed by the insurers; and

8.2.2insurance being available in the London insurance market on reasonable terms acceptable to the Landlord.

8.3The Tenant shall pay to the Landlord with 14 days of demand:

8.3.1the Insurance Rent;

8.3.2a fair proportion of any amount that is deducted or disallowed by the insurers under any excess provision in the insurance policy;

8.3.3a fair proportion of any costs that the Landlord incurs in obtaining a valuation of the Property for insurance purposes but not more than once per year; and

8.3.4the costs incurred by the Landlord in preparing and settling any insurance claim relating to the Property (or a fair proportion of such costs in relation to the Retained Parts or the Building as a whole) arising, in any case, from any insurance taken out by the Landlord.

8.4The Tenant shall:

8.4.1give the Landlord notice as soon as reasonably practicable if any matter occurs that the insurer or underwriter may treat as material in deciding whether or on what terms to insure or to continue to insure the Building;

8.4.2not do or omit to do anything as a result of which any policy of insurance of the Building or any neighbouring property may become void or voidable or otherwise prejudiced, or the payment of any policy money may be withheld, nor (unless the Tenant has previously notified the Landlord and has paid any increased or additional premium) anything as a result of which any increased or additional insurance premium may become payable;

8.4.3comply at all times with the requirements of the insurers relating to the Property so long as such requirements are notified to the Tenant;

8.4.4give the Landlord notice as soon as reasonably practicable of the occurrence of any damage or loss relating to the Property arising from an Insured Risk or of any other event that might affect any insurance policy relating to the Property;

8.4.5not effect any insurance of the Property, but if it becomes entitled to the benefit of any insurance proceeds in respect of the Property pay those proceeds or cause them to be paid to the Landlord; and

8.4.6pay the Landlord an amount equal to any insurance money that the insurers of the Building refuse to pay by reason of any act or omission of the Tenant or any undertenant, their workers, contractors or agents or any person at the Property with the actual or implied authority of any of them.

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8.5The Landlord shall, subject to obtaining all necessary planning and other consents (which the Landlord shall use reasonable endeavours to obtain), use all insurance money received (other than for loss of rent) to repair the damage for which the money has been received or (as the case may be) in rebuilding the Property, making up any shortfall in the insurance proceeds at its own cost save to the extent such shortfall results from breach of the Tenant’s obligations in this lease. The Landlord shall not be obliged to:

8.5.1provide accommodation identical in layout or design so long as accommodation reasonably equivalent to that previously at the Property is provided; or

8.5.2repair or rebuild the Property after a notice has been served under clause 8.8 or clause 8.9.

8.6If the Property is damaged or destroyed by an Insured Risk so as to be unfit for occupation and use or inaccessible then, unless the policy of insurance of the Property has been vitiated in whole or in part in consequence of any act or omission of the Tenant, any undertenant or their respective workers, contractors or agents or any other person on the Property with the actual or implied authority of any of them, payment of the Annual Rent (and, if the Landlord has actually insured against loss of Service Charge, then payment of the Service Charge as well), or a fair proportion thereof according to the nature and extent of the damage, shall be suspended until the Property has been reinstated and made fit for occupation and use and accessible, or until the expiry of the Landlord’s loss of rent insurance, if sooner.

8.7If the Tenant has paid any Annual Rent (and, if the Landlord has actually insured against loss of Service Charge, Service Charge) in advance, pursuant to this Lease, in respect of a period during which the Annual Rent (and, if applicable, Service Charge) is wholly or partially suspended as referred to in clause 8.6, the Landlord shall on whichever is the earlier of the end of the period in respect of which the sum was paid and the date upon which the Property is rendered fit for occupation and use and accessible, refund the same or a due proportion thereof to the Tenant according to the length of time and to the extent of the suspension pursuant to clause 8.6.

8.8If, following damage to or destruction of the Property, it is impossible or impractical to reinstate the Property, the Landlord may terminate this lease by giving notice to the Tenant. On giving notice this lease shall determine but this .shall be without prejudice to any right or remedy of any party in respect of any breach of the covenants of this lease by another party. Any proceeds of the insurance shall belong to the Landlord.

8.9Provided that the Tenant has complied with its obligations in this clause, the Tenant may terminate this lease by giving notice to the Landlord if, following damage or destruction by an Insured Risk, the Property has not been reinstated so as to be fit for occupation and use and accessible within three years after the date of damage or destruction. On giving this notice this Lease shall determine but this shall be without prejudice to any right or remedy of the Landlord in respect of any breach of the Tenant covenants of this lease. Any proceeds of the insurance shall belong to the Landlord.

8.10Uninsured Damage

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In the event of there being any Uninsured Damage then:

8.10.1the payment of Annual Rent or a fair proportion of it according to the nature and extent of the Uninsured Damage shall be suspended until the Property has been reinstated and made fit for beneficial occupation and use and accessible;

8.10.2for the purpose of clause 24.5 the Property shall be deemed to have been damaged or destroyed by an Insured Risk;

8.10.3within twelve months after the date of the damage or destruction in question the Landlord shall give notice to the Tenant (the “Election Notice”) stating whether or not the Landlord proposes to rebuild or reinstate the Property;

8.10.4If the Election Notice states that the Landlord proposes to rebuild or reinstate the Property then for all of the purposes of this lease the Uninsured Damage shall be deemed to have been damaged by an Insured Risk in respect of which the full insurance monies are recoverable by the Landlord; and

8.10.5If the Election Notice states that the Landlord does not propose to rebuild or reinstate the Property or if no Election Notice is served strictly within the time period referred to in clause 8.10.3 then at any time after the expiry of the twelve month period referred to in clause 8.10.3 either party may determine this lease by serving upon the other not less than three months’ written notice. If this lease is determined under this clause then such determination shall be without prejudice to any right or remedy of either party against the other in respect of any breach of the covenants of this lease.

9SERVICE CHARGE

9.1The Landlord shall provide the Services in a manner which the Landlord reasonably considers appropriate.

9.2The Landlord will have no liability for any failure or interruption of any Service:

9.2.1during the proper inspection, maintenance, repair or replacement of any relevant Service Media or equipment;

9.2.2resulting from a shortage of fuel, water, materials or labour;

9.2.3resulting from a breakdown of any equipment used in connection with the provision of the Services; or

9.2.4resulting from any act or omission of any employee, contractor or agent of the Landlord,

or for any other reason beyond the reasonable control of the Landlord.

9.3In the circumstances mentioned in clauses 9.2.1, 9.2.2, 9.2.3 and 9.2.4, the Landlord

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shall restore the relevant Service as soon as is reasonably practicable.

9.4The Landlord shall produce the Certificate to the Tenant as soon as practicable after the end of the Service Charge Year.

9.5The Landlord shall, but at the cost of the Tenant, allow the Tenant to inspect any invoices and receipts for the Services as long as the Tenant has given the Landlord reasonable written notice.

9.6If any Lettable Unit is unlet for any period, the Landlord shall bear a fair proportion of the Landlord’s Expenses in respect of that Lettable Unit.

9.7The Tenant shall pay the Service Charge Estimate, and any VAT on it and the Service Charge Balance, and any VAT on it as provided in clause 6.

9.8If the date of this Lease does not coincide with the beginning of a Service Charge Year, the Service Charge due from the Tenant for the part of that Service Charge Year which is within the Term will be reduced by the proportion which the part of that Service Charge Year which is before the beginning of the Term bears to one year, and the Service Charge Estimate for that part of that Service Charge Year will be adjusted accordingly.

9.9If the end of the Term does not coincide with the end of a Service Charge Year, the Service Charge due from the Tenant for the part of that Service Charge Year which is within the Term will be reduced by the proportion which the part of that Service Charge Year which is after the end of the Term bears to one year.

9.10The end of the Term shall not prejudice the Landlord’s entitlement to demand nor the Tenant’s liability to pay the Service Charge Balance for the Service Charge Year then current, apportioned in accordance with clause 9.9.

9.11The Landlord shall give the Tenant a statement of the Service Charge Estimate for each Service Charge Year. Until the statement has been given, the Service Charge Estimate shall be payable at the rate of the Service Charge Estimate for the previous Service Charge Year. Once the statement has been given, the remaining instalments of the Service Charge Estimate and any VAT on them will be adjusted so as to provide for payment of the whole Service Charge Estimate for that Service Charge Year to be paid during that year.

9.12If, during a Service Charge Year, the Landlord reasonably expects the cost of the Services to increase materially above its previous estimate of the cost of the Services for that Service Charge Year, the Landlord may revise its estimate of those costs and the Service Charge Estimate will be based on that revised estimate and the remaining instalments of the Service Charge Estimate adjusted so that the revised Service Charge Estimate will have been paid by the end of that Service Charge Year. The Landlord may revise the Service Charge Estimate more than once in a Service Charge Year.

9.13In the absence of manifest error, fraud and interference, the Certificate will be conclusive as to the amount of the Service Charge.

9.14The Landlord (acting reasonably) shall notify the Tenant in writing of any change in

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the date of the beginning of the Service Charge Year.

9.15If the Service Charge for any Service Charge Year is less than the Service Charge Estimate (as and if revised), the balance will be credited against the instalments of the Service Charge Estimate due from the Tenant in the following Service Charge Year, or, within 21 days of the end of the Term, set-off against any sums due from the Tenant to the Landlord with any balance being repaid to the Tenant.

9.16The Landlord’s Expenses for the Service Charge Year in which the beginning of the Term falls may include costs incurred by or provided for or on behalf of the Landlord before the beginning of the Term so far as they relate to Services which are to be provided during the Term. The Landlord’s Expenses in any Service Charge Year may include provisions for expenses to be made after the end of the Term so far as such provisions are proper and reasonable having regard to the Services which are provided during the Term.

10OUTGOINGS

10.1The Tenant shall pay all present and future rates, taxes, levies, costs, charges and other impositions and outgoings of whatever nature assessed on, or reasonably attributable to the Property, its use and any works carried out there, other than:

10.1.1any taxes payable by the Landlord in connection with any dealing with or disposition of the reversion to this lease; or

10.1.2any taxes, other than VAT and insurance premium tax, payable by the Landlord by reason of the receipt of any of the rents due under this lease.

10.2If any rates, taxes or other impositions and outgoings are payable in respect of the Property together with other property, the Tenant shall pay a fair proportion of the amount payable.

10.3The Tenant shall not make any proposal to alter the rateable value of the Property or that value as it appears on any draft rating list, without the approval of the Landlord.

10.4If, after the end of the term, the Landlord loses rating relief (or any similar relief or exemption) because it has been allowed to the Tenant, then the Tenant shall pay the Landlord an amount equal to the relief or exemption that the Landlord has lost.

10.5The Tenant shall pay to the Landlord on demand that part of the Landlord’s Energy Management Costs which the Landlord reasonably attributes to the Property.

11UTILITIES

11.1The Tenant shall pay all costs in connection with the supply and removal of Utilities to or from the Property.

11.2If any of those costs are payable in relation to the Property together with other property, the Tenant shall pay a fair proportion of all those costs.

11.3The Tenant shall comply with all laws and with any recommendations of the relevant suppliers relating to the use of those Utilities.

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12COMMON ITEMS

12.1The Tenant shall pay the Landlord on demand a fair proportion of all costs payable for the maintenance, repair, lighting, cleaning and renewal (where beyond economic repair) of all Service Media, structures and other items used or capable of being used by the Property in common with other property.

12.2The Tenant shall comply with all reasonable regulations the Landlord may make from time to time in connection with the use of the Retained Parts or any of those Service Madia, structures or other items.

12.3The Tenant shall pay to the Landlord the cost of replacing any lost access control fobs.

13VAT

13.1All sums payable by the Tenant are exclusive of any VAT that may be chargeable. The Tenant shall pay VAT in respect of all taxable supplies made to it in connection with this lease on the due date for making any payment or, if earlier, the date on which that supply is made for VAT purposes.

13.2Every obligation on the Tenant, under or in connection with this lease, to pay the Landlord or any other person any sum by way of a refund or indemnity, shall include an obligation to pay an amount equal to any VAT incurred on that sum by the Landlord or other person, except to the extent that the Landlord or other person obtains credit for such VAT under the Value Added Tax Act 1994.

14DEFAULT INTEREST AND INTEREST

14.1If any Annual Rent or any other money payable under this lease has not been paid by the date it is due, whether it has been formally demanded or not, the Tenant shall pay the Landlord interest at the Default Interest Rate (both before and after any judgment) on that amount for the period from the due date to and including the date of payment.

14.2If the Landlord does not demand or accept any Annual Rent or other money due or tendered under this lease because the Landlord reasonably believes that the Tenant is in breach of any of the tenant covenants of this lease, then the Tenant shall, when that amount is accepted by the Landlord, also pay interest at the Interest Rate on that amount for the period from the date the amount (or each part of it) became due until the date it is accepted by the Landlord.

15COSTS

15.1The Tenant shall pay the Landlord on a full indemnity basis on demand all proper costs and expenses (including solicitors’ agents’ and consultants’ fees) properly incurred (both during and after the end of the term) in connection with any of the following:

15.1.1the enforcement of the tenant covenants of this lease;

15.1.2the preparation and service of any notice in connection with this lease

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under section 146 or 147 of the Law of Property Act 1925 or in contemplation of any proceedings under either of those sections, notwithstanding that forfeiture is avoided otherwise than by relief granted by the court;

15.1.3taking action to forfeit this lease, whether or not it is forfeited;

15.1.4the preparation and service of any notice in connection with this lease under section 17 of the Landlord and Tenant (Covenants) Act 1995;

15.1.5the preparation and service of a schedule of dilapidations in connection with this lease if served within if six months of the end of the Term; or

15.1.6every application for consent or approval under this lease, even if the application is withdrawn or properly refused or if the proposal requiring consent does not proceed provided that all such costs are reasonably incurred.

15.2When the Tenant is obliged to pay or indemnify the Landlord against any solicitor or other professionals’ reasonable costs and expenses properly incurred (whether under this or any other clause of this lease) that obligation extends to those costs and expenses assessed on a full indemnity basis

16NO DEDUCTION, COUNTERCLAIM OR SET-OFF

The Annual Rent, Service Charge, Insurance Rent and all other money due under this lease are to be paid by the Tenant or any guarantor (as the case may be) without deduction, counterclaim or set-off.

17ASSIGNMENTS

17.1The Tenant shall not transfer or agree to transfer the whole of the Property without the consent of the Landlord, such consent not to be unreasonably withheld or delayed.

17.2The Tenant shall not transfer or agree to transfer any part (as opposed to the whole) of this lease.

17.3The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Tenant Act 1927 the Landlord may give its consent to a transfer of the whole of the Property subject to all or any of the following conditions:

17.3.1a condition that if reasonably required by the Landlord to do so, the Tenant enters into an authorised guarantee agreement on terms reasonably required by the Landlord;

17.3.2a condition that if reasonably required by the Landlord the proposed transferee procures:

17.3.2.1a person of standing reasonably acceptable to the Landlord enters into a guarantee and indemnity in the form set out in Schedule 2 or such other form as the Landlord may reasonably

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require; and/or

17.3.2.2any other security which the Landlord reasonably requires (which may include without limitation a rent deposit);

17.3.3in respect of transfer to a group company, the proposed transferee, when assessed together with any proposed guarantor, must be of at least equivalent financial standing to the Tenant (together with any guarantor of the Tenant).

17.4The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Tenant Act 1927 the Landlord may refuse its consent to a transfer if:

17.4.1any Annual Rent or Service Charge or Insurance Rent due under this lease is outstanding; or

17.4.2in the reasonable opinion of the Landlord the proposed assignee is not of sufficient financial standing to enable it to comply with the Tenant’s covenants in this lease.

17.5Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable condition, nor from refusing consent to a transfer in any other circumstance where it is reasonable to do so.

18UNDERLETTINGS

18.1The Tenant shall not underlet or agree to underlet the whole of the Property except in accordance with this clause nor without the consent of the Landlord, such consent not to be unreasonably withheld or delayed.

18.2The Tenant shall not underlet or agree to underlet any part of the Property (as opposed to the whole).

18.3The Tenant shall not underlet the whole of the Property:

18.3.1together with any property or any right over property that is not included within this lease;

18.3.2at a fine or premium or reverse premium; nor

18.3.3allowing any rent free period to the undertenant that exceeds the period as is then usual in the open market in respect of such a letting.

18.4The Tenant shall not underlet the whole of the Property unless, before the underlease is granted, the Tenant has given the Landlord:

18.4.1a certified copy of the notice served on the undertenant, as required by section 38A(3)(a) of the LTA 1954, applying to the tenancy to be created by the underlease; and

18.4.2a certified copy of the declaration or statutory declaration made by the undertenant in accordance with the requirements of section 38A(3)(b) of the LTA 1954.

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18.5Any underletting by the Tenant shall be by deed and shall include:

18.5.1an agreement between the Tenant and the undertenant that the provisions of sections 24 to 28 of the LTA 1954 are excluded from applying to the tenancy created by the underlease;

18.5.2the reservation of a rent which is not less than the open market rental value of the Property at the date the Property is underlet and which is payable at the same times as the Annual Rent under this lease (but this shall not prevent an underlease providing for a rent-free period of a length permitted by clause 18.3.3);

18.5.3provisions for the review of rent at the same dates and on the same basis as the review of rent in this lease, unless the term of the underlease does not extend beyond the Review Data;

18.5.4a covenant by the undertenant, enforceable by and expressed to be enforceable by the Landlord (as superior landlord at the date of grant) and its successors in title in their own right, to observe and perform the tenant covenants in the underlease and any document that is supplemental or collateral to it and the tenant covenants in this lease, except the covenants to pay the rents reserved by this lease; and

18.5.5provisions requiring the consent of the Landlord to be obtained in respect of any matter for which the consent of the Landlord is required under this lease,

and shall otherwise be consistent with and include tenant covenants no less onerous (other than as to the Annual Rent) than those in this lease and in a form approved by the Landlord, such approval not to be unreasonably withheld or delayed.

18.6In relation to any underlease granted by the Tenant, the Tenant shall:

18.6.1not vary the terms of the underlease nor accept a surrender of the underlease without the consent of the Landlord, such consent not to be unreasonably withheld;

18.6.2enforce the tenant covenants in the underlease and not waive any of them nor allow any reduction in the rent payable under the underlease; and

18.6.3ensure that in relation to any rent review the revised rent is not agreed without the approval of the Landlord, such approval not to be unreasonably withheld.

19SHARING OCCUPATION

The Tenant may share occupation of the Property with any company that is a member of the same group (within the meaning of section 42 of the LTA 1954) as the Tenant for as long as that company remains within that group and provided that no relationship of landlord and tenant is established by that arrangement. The Tenant shall give the Landlord written notice of any such sharing of occupation within 28 days of the occupation commencing.

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20CHARGING

20.1The Tenant shall not charge the whole of this lease without the consent of the Landlord, such consent not to be unreasonably withheld save that no consent shall be required in respect of a charge of whole to a bank or other regulated financial institution in the ordinary course of the Tenant’s business.

20.2The Tenant shall not charge part only of this lease.

21PROHIBITION OF OTHER DEALINGS

Except as expressly permitted by this lease, the Tenant shall not assign, underlet, charge, part with or share possession or occupation of this lease or the Property or hold the lease on trust for any person (except pending registration of a dealing permitted by this lease at the Land Registry or by reason only of joint legal ownership).

22REGISTRATION AND NOTIFICATION OF DEALINGS AND OCCUPATION

22.1In this clause a Transaction is:

22.1.1any dealing with this lease or the devolution or transmission of, or parting with possession of any interest in it; or

22.1.2the creation of any underlease or other interest out of this lease, or out of any interest, underlease derived from it, and any dealing, devolution or transmission of, or parting with possession of any such interest or underlease; or

22.1.3the making of any other arrangement for the occupation of the Property.

22.2In respect of every Transaction that is registrable at the Land Registry, the Tenant shall promptly following completion of the Transaction apply to register it where it is the Tenant’s responsibility to do so. The Tenant shall ensure that any requisitions raised by the Land Registry in connection with an application by the Tenant to register a Transaction are dealt with promptly and properly. Within one month of completion of the registration submitted by the Tenant, the Tenant shall send the Landlord official copies of its title.

22.3No later than one month after a Transaction the Tenant shall:

22.3.1give the Landlord’s solicitors notice of the Transaction;

22.3.2deliver one certified copy of any document effecting the Transaction to the Landlord’s solicitors; and

22.3.3pay the Landlord’s solicitors such reasonable fee as the solicitors may require in respect of receipt of notice of transaction.

22.4If the Landlord so requests, the Tenant shall promptly supply the Landlord with full details of the occupiers of the Property and the terms upon which they occupy it.

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23CLOSURE OF THE REGISTERED TITLE OF THIS LEASE

Within two weeks after the end of the term (and notwithstanding that the term has ended), the Tenant shall make an application to close the registered title of this lease and shall use reasonable endeavours that any requisitions raised by the Land Registry in connection with that application are dealt with promptly and properly. The Tenant shall keep the Landlord informed of the progress and completion of its application.

24REPAIR

24.1The Tenant agrees with the Landlord to repair the Property and maintain and keep it in good and substantial repair and condition.

24.2The Tenant shall repair all plant and machinery within or forming part of the Property and keep them in good repair condition and working order.

24.3The Tenant shall replace any fixtures, fittings, plant or machinery (other than tenant’s fixtures and fittings) within or forming part of the Property and which are beyond economic repair and in need of replacement, with articles of similar kind and quality.

24.4The Tenant shall regularly clean the inside of the windows at the Property.

24.5The Tenant shall not be liable under this clause 24 to the extent that any disrepair has been caused by an Insured Risk, unless and to the extent that the policy of insurance of the Property has been vitiated or any insurance proceeds withheld in consequence of any act or omission of the Tenant, any undertenant or their respective workers, contractors or agents or any person on the Property with the actual or implied authority of any of them unless the Tenant has paid to the Landlord such irrecoverable amount.

25DECORATION

25.1The Tenant shall decorate the inside of the Property as often as is reasonably necessary and also in the last year of the term.

25.2All decoration shall be carried out in a good and proper manner using good quality materials that are appropriate to the Property and the Permitted Use and shall include all appropriate preparatory work.

25.3All decoration carried out in the last year of the term shall also be carried out to the reasonable satisfaction of the Landlord and using materials, designs and colours reasonably approved by the Landlord.

26ALTERATIONS

26.1The Tenant shall not make any external or structural alteration or addition to the Property and shall not make any opening in any boundary structure of the Property.

26.2The Tenant shall not install any Service Media on the exterior of the Property nor alter the route of any Service Media at the Property without the consent of the Landlord, such consent not to be unreasonably withheld.

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26.3The Tenant shall not make any internal, non-structural alteration to the Property without the consent of the Landlord (such consent not to be unreasonably withheld or delayed), save that the Tenant may make minor internal, non-structural alterations (such as internal demountable partitioning or IT cabling) without requiring the consent of the Landlord, but the Tenant shall notify the Landlord of its intention to carry out any such works at least four weeks before it intends to begin the works and shall in relation to any such works which it does carry out, carry them out:

26.3.1and complete them in a good and workmanlike manner, with good quality materials fit for the purpose for which they are required and so as to be free from defects;

26.3.2in accordance in all respects with all relevant legislation and the terms of any consents which are required for the works;

26.3.3in a manner so as to cause as little inconvenience and annoyance as reasonably possible to the Landlord, any superior landlord and the other occupiers of the Building;

26.3.4so as not to result in the Property, or any other part of the Building, becoming unsafe; and

26.3.5at its sole risk,

and the Tenant shall make good to the Landlord’s satisfaction any damage arising out of, or incidental to, the carrying out or completion of the works and shall provide the Landlord with a set of as-built drawings as soon as reasonably practicable (and in any event within 4 weeks) after completion of the alterations or additions.

26.4The Tenant shall not install any window blinds or other window coverings save for the Permitted Window Blinds.

26.5The Tenant shall not carry out any alteration to the Property which would, or may reasonably be expected to, have an adverse effect on the asset rating in any energy performance certificate commissioned in respect of the Property or the Building or on any Service Media.

26.6Any alterations made which may affect the fire alarm system within the Property and the Building shall ensure that the Building’s fire alarm system’s integrity is maintained and any alterations required to the Building’s fire alarm system as a result of the Tenant’s alterations shall be at the Tenant’s cost.

26.7The Tenant shall not install any plant intended to be connected to any Service Media except under the Landlord’s supervision or, as the Landlord may require by using its nominated contractor.

27SIGNS

27.1In this clause Signs include signs, fascia, placards, boards, posters and advertisements.

27.2The Tenant shall not attach any Signs to the exterior of the Property or display any

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inside the Property so as to be seen from the outside.

27.3Before the end of the term, the Tenant shall remove any Signs placed by it at the Property and shall make good any damage caused to the Property by that removal.

27.4The Tenant shall allow the Landlord to fix to and keep at the Property any sale or re-letting board as the Landlord reasonably requires.

28RETURNING THE PROPERTY TO THE LANDLORD

28.1At the end of the term the Tenant shall return the Property to the Landlord with vacant possession in the repair and condition required by this lease and with any mechanical and electrical equipment within the demise having been properly serviced within the last six months prior to the end of the term.

28.2At the end of the term, unless and to the extent otherwise required by the Landlord (and where the term ends by effluxion of time if the Landlord does not require reinstatement it shall notify the Tenant by notice in writing prior to the last three months of the Term), the Tenant shall remove items it has fixed to the Property, remove any alterations it has made to the Property (whether made during the term or before the term pursuant to an agreement for lease) and make good any damage caused to the Property by that removal to the Landlord’s reasonable satisfaction provided that the Tenant shall not reinstate the dividing wall between the Property and the remainder of the 1st floor.

28.3At the end of the term or in the event of any earlier determination, the Tenant shall remove from the Property all chattels belonging to or used by it.

28.4The Tenant irrevocably appoints the Landlord to be the Tenant’s agent to store or dispose of any chattels or items it has fixed to the Property and which have been left by the Tenant on the Property for more than 15 working days after the end of the term. The Landlord shall not be liable to the Tenant by reason of that storage or disposal. The Tenant shall indemnify the Landlord in respect of any claim made by a third party in relation to that storage or disposal.

28.5If the Tenant does not comply with its obligations in this clause, then, without prejudice to any other right or remedy of the Landlord, the Tenant shall pay the Landlord all costs and expenses properly incurred by or on behalf of the Landlord in remedying any breach of the Tenant’s obligations.

29USE

29.1The Tenant shall not use the Property for any purpose other than the Permitted Use.

29.2The Tenant shall not use the Property (or exercise any right granted by this lease) for any illegal purpose nor for any purpose or in a manner that would cause nuisance, disturbance, interference, congestion or other intrusive effect to the Landlord, its other tenants or any other owner or occupier of neighbouring property.

29.3The Tenant shall not overload any structural part of the Property or Building nor any machinery or equipment at the Property or Building nor any Service Media at or serving the Property or Building.

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30COMPLIANCE WITH LAWS

30.1The Tenant shall comply with all Enactments relating to:

30.1.1the Property and the occupation and use of the Property by the Tenant;

30.1.2the use of all Service Media and machinery and equipment at or serving the Property;

30.1.3any works carried out at the Property; and

30.1.4all materials kept at or disposed from the Property.

30.2Without prejudice to any obligation on the Tenant to obtain any consent or approval under this lease, the Tenant shall carry out all works that are required under any Enactment to be carried out at the Property whether by the owner or the occupier.

30.3Within 10 working days after receipt of any notice or other communication affecting the Property (and whether or not served under any Enactment) the Tenant shall:

30.3.1send a copy of the relevant document to the Landlord; and

30.3.2take all steps necessary to comply with the notice or other communication and take any other action in connection with it as the Landlord may reasonably require.

30.4The Tenant shall not apply for any planning permission for the Property without the Landlord’s consent.

30.5In relation to community infrastructure levy (or any similar or replacement charge or levy):

30.5.1pay any community infrastructure levy (or any similar or replacement charge or levy);

30.5.2serve a notice assuming liability (and provide a copy of such notice to the Landlord) and not withdraw it (or carry out such equivalent or similar steps as may be required or permitted in relation to any similar or replacement charge or levy); and

30.5.3indemnify the Landlord against all liabilities arising out of community infratructure levy (or any similar or replacement charge or levy),

in each case in respect or by reason of any works carried out at the Property.

30.6The Tenant shall comply with its obligations under the CDM Regulations, including all requirements in relation to the provision and maintenance of a health and safety file. The Tenant shall maintain the health and safety file for the Property in accordance with the CDM Regulations and shall give it to the Landlord at the end of the term.

30.7The Tenant shall supply all information to the Landlord that the Landlord reasonably requires from time to time to comply with the Landlord’s obligations under the CDM Regulations.

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30.8As soon as the Tenant becomes aware of any defect in the Property or the Building, it shall give the Landlord notice of it. The Tenant shall indemnify the Landlord against any liability under the Defective Premises Act 1972 in relation to the Property by reason of any failure of the Tenant to comply with any of the tenant covenants in this lease.

30.9The Tenant shall keep the Property equipped with all fire prevention, detection and fighting machinery and equipment and fire alarms which are required under all Enactments or required by the insurers of the Property or reasonably recommended by them or reasonably required by the Landlord and shall keep that machinery, equipment and alarms properly maintained and available for inspection.

31ENERGY PERFORMANCE CERTIFICATES

31.1The Tenant shall:

31.1.1cooperate with the Landlord so far as is reasonably necessary to allow the Landlord to obtain an energy performance certificate and recommendation report for the Property; and

31.1.2allow such access to any energy assessor appointed by the Landlord as is reasonably necessary to inspect the Property for the purposes of preparing an energy performance certificate and recommendation report for the Property.

31.2The Tenant shall not commission an energy performance certificate for the Property without the Landlord’s consent.

32ENCROACHMENTS, OBSTRUCTIONS AND ACQUISITION OF RIGHTS

32.1The Tenant shall not grant any right or licence over the Property to a third party.

32.2If a third party makes or attempts to make any encroachment over the Property or takes any action by which a right may be acquired over the Property, the Tenant shall:

32.2.1immediately give notice to the Landlord; and

32.2.2take all steps (including any proceedings) the Landlord reasonably requires to prevent or license the continuation of that encroachment or action.

32.3The Tenant shall not obstruct the flow of light or air to the Property.

32.4The Tenant shall not obstruct the Retained Parts or any other pavement, footpath or roadway adjoining or serving the Property or the Building.

32.5The Tenant shall not make any acknowledgement that the flow of light or air to the Property or that the means of access to the Property is enjoyed with the consent of any third party.

32.6If any person takes or threatens to take any action to obstruct the flow of light or air to the Property or obstruct the means of access to the Property, the Tenant shall:

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32.6.1immediately notify the Landlord; and

32.6.2take all steps (including proceedings) the Landlord reasonably requires to prevent or secure the removal of the obstruction.

33BREACH OF REPAIR AND MAINTENANCE OBLIGATION

33.1The Landlord may enter the Property (by prior appointment except in the case of an emergency) to inspect its condition and state of repair and may give the Tenant a notice of any breach of any of the tenant covenants in this lease relating to the condition or repair of the Property.

33.2If the Tenant has not begun any works needed to remedy that breach within two months following that notice (or if works are required as a matter of emergency, then immediately) or if the Tenant is not carrying out the works with reasonable diligence, then the Landlord may enter the Property and carry out the works needed.

33.3The costs incurred by the Landlord in carrying out any works under this clause (and any professional fees and any VAT in respect of those costs) shall be a debt due from the Tenant to the Landlord and payable on demand.

33.4Any action taken by the Landlord under this clause shall be without prejudice to the Landlord’s other rights, including those under clause 36.

34INDEMNITY

The Tenant shall indemnify the Landlord against all consequences of any breach of the Tenant’s obligations.

35LANDLORD’S COVENANT FOR QUIET ENJOYMENT

The Landlord covenants with the Tenant, that, so long as the Tenant pays the rents reserved by and complies with its obligations in this lease, the Tenant shall have quiet enjoyment of the Property without any interruption by the Landlord or any person claiming under the Landlord except as otherwise permitted by this lease.

36GUARANTEE AND INDEMNITY

36.1The provisions of Schedule 2 apply.

36.2If an Act of Insolvency occurs in relation to a guarantor, or if any guarantor (being an individual) dies or becomes incapable of managing his affairs the Tenant shall, if the Landlord requests, procure that a person of standing acceptable to the Landlord (acting reasonably) enters into a replacement or additional guarantee and indemnity of the tenant covenants of this lease in the same form as that entered into by the former guarantor.

36.3Clause 36.2 shall not apply in the case of a person who is guarantor by reason of having entered into an authorised guarantee agreement.

36.4For so long as any guarantor remains liable to the Landlord, the Tenant shall, if the Landlord requests, procure that that guarantor joins in any consent or approval

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required under this lease and consents to any variation of the tenant covenants of this lease.

37FORFEITURE

37.1The Landlord may, notwithstanding the waiver of any previous rights of re-entry, re-enter the Property (or any part of the Property in the name of the whole) at any time after any of the following occurs:

37.1.1the Annual Rent is unpaid 21 days after becoming payable ((whether it has been formally demanded or not);

37.1.2any breach of any condition of, or tenant covenant, in this lease;

37.1.3an Act of Insolvency.

37.2If the Landlord re-enters the Property (or any part of the Property in the name of the whole) under this clause, this lease shall immediately end, but without prejudice to any right or remedy of the Landlord in respect of any breach of covenant by the Tenant or any guarantor.

38LIABILITY

38.1At any time when the Landlord, the Tenant or a guarantor is more than one person, then in each case those persons shall be jointly and severally liable for their respective obligations arising by virtue of this lease. The Landlord may release or compromise the liability of any one of those persons or grant any time or concession to any one of them without affecting the liability of any other of them.

38.2The obligations of the Tenant and any guarantor arising by virtue of this lease are owed to the Landlord and the obligations of the Landlord are owed to the Tenant.

38.3The Landlord shall not be liable to the Tenant or any other person for:

38.3.1any damage to person or property arising from any act, omission or misfeasance by any other tenant or occupier of the Building or from the state and condition of the Property; or

38.3.2any interruption to the supply of Utilities to the Property or other parts of the Building save to the extent caused by deliberate failure to maintain or by the wilful and persistent breach of the Landlord’s covenants; or

38.3.3for any failure to perform any obligation in this lease, unless the failure is readily apparent to the Landlord or the Tenant has given the Landlord written notice of the facts of which it is aware giving rise to the failure and in each case allowed the Landlord a reasonable time to remedy the matter.

39NO REPRESENTATION OR WARRANTY

39.1The Tenant acknowledges that in entering into this lease it does not rely on any representation or warranty (whether made innocently or negligently) other than those contained in any written replies that the Landlord’s solicitors have given to any written

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enquiries raised by the Tenant’s solicitors before the date of this lease.

39.2Nothing in this lease constitutes or shall constitute a representation or warranty that the Property may lawfully be used for any purpose allowed by this lease.

40NO RIGHT TO ENFORCE

Nothing contained or referred to in this Lease entitles the Tenant to the benefit of, or the right to enforce, or to prevent the release or modification of any agreement entered into by any other tenant or occupier of the Building with the Landlord.

41NOTICES, CONSENTS AND APPROVALS

41.1A notice given under or in connection with this lease shall be:

41.1.1in writing unless this lease expressly states otherwise and for the purposes of this clause an e-mail is not in writing;

41.1.2given by hand or by pre-paid first-class post or other next working day delivery service at the party’s registered office address (if the party is a company) or (in any other case) at the party’s principal place of business.

41.2If a notice is given in accordance with clause 41.1, it shall be deemed to have been received:

41.2.1if delivered by hand, at the time the notice is left at the proper address;

41.2.2if sent by pre-paid first-class post or other next working day delivery service, on the second working day after posting.

41.3This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

41.4Section 196 of the Law of Property Act 1925 shall otherwise apply to notices given under this lease.

41.5Where the consent of the Landlord is required under this lease, a consent shall only be valid if it is given by deed, unless:

41.5.1it is given in writing and signed by a person duly authorised on behalf of the Landlord; and

41.5.2it expressly states that the Landlord waives the requirement for a deed in that particular case.

If a waiver is given, it shall not affect the requirement for a deed for any other consent.

41.6Where the approval of the Landlord is required under this lease, an approval shall only be valid if it is in writing and signed by or on behalf of the Landlord, unless:

41.6.1the approval is being given in a case of emergency; or

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41.6.2this lease expressly states that the approval need not be in writing.

41.7If the Landlord gives a consent or approval under this lease, the giving of that consent or approval shall not imply that any consent or approval required from a third party has been obtained, nor shall it obviate the need to obtain any consent or approval from a third party.

42GOVERNING LAW AND JURISDICTION

42.1This lease and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

42.2The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this lease or its subject matter or formation (including non-contractual disputes or claims).

43CONTRACTUAL RIGHTS OF THIRD PARTIES

No term of this lease shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this lease.

44TENANT’S OPTION TO BREAK

44.1The Tenant may terminate this lease on the Break Date by giving to the Landlord not less than six months’ written notice.

44.2On expiry of the notice (but subject to clause 44.3) this lease shall (without prejudice to any claim by either party in respect of any earlier breach of this lease) come to an end.

44.3The notice shall have no effect unless the Tenant shall:

44.3.1have paid all instalments of the Annual Rent, Service Charge and VAT thereon falling due on or before expiry of the notice (save in the case of the Service Charge and VAT thereon to the extent that the element of the Service Charge which is unpaid is the subject of a bona fide dispute);

44.3.2on such expiry have given up occupation of the Property (meaning that the Property is free from the occupation of the Tenant, any occupiers, third party interests and any underlessees); and

44.3.3on such expiry have procured that there is no person deriving entitlement from the Tenant who has a lawful right to occupy the Property.

44.4The Landlord may waive any of the pre-conditions listed in clause 44.3 at any time before such expiry by notifying the Tenant.

44.5If this lease ends on the Break Date, the Landlord shall within 14 days of the Break Date refund an appropriate proportion (in relation to the period falling after the Break Date) of any instalments of the Annual Rent, Service Charge and Insurance Rent paid in advance by the Tenant.

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44.6If this lease is determined under this clause 44 the Tenant will make application to the Land Registry to cancel any registration it has made in connection with this lease as soon as reasonably practicable following the ending of the lease under this clause.

44.7Time will be of the essence for the purposes of this clause.

44.8If this lease is renewed pursuant to any statutory right of the Tenant, then (without acknowledging that such right exists) this clause 44 shall not be included in any renewal lease unless expressly agreed by the parties.

EXECUTED as a deed and delivered on the date stated at the beginning of it.

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SCHEDULE 1

SERVICES AND LANDLORD’S EXPENSES

1SERVICES

The Services are:

1.1cleaning, maintaining, decorating, treating and repairing the Retained Parts;

1.2lighting the internal areas of the Retained Parts;

1.3cleaning the outside of the windows of the Building;

1.4heating the internal areas of the Retained Parts between such hours and at such times of the year as the Landlord in its discretion (and acting reasonably), considers appropriate;

1.5furnishing and floor tiling the internal areas of the Retained Parts;

1.6providing hot and cold water and other supplies in the lavatories and showers on the Retained Parts; and

1.7providing and maintaining common facilities for the Building for refuse and recycling disposal including any dustbins or other such receptacles for refuse and recyclables and arranging for refuse and recycling to be disposed of (the Tenant’s cleaning staff being responsible for depositing rubbish and recycles in to such dustbins or receptacles in sealed sacks).

2LANDLORD’S EXPENSES

The Landlord’s Expenses means the costs (including any VAT charged on such costs to the extent that the Landlord is not able to obtain a credit for such VAT from HM Revenue & Customs) incurred or provided for by or on behalf of the Landlord in connection with all or any of the following items:

2.1the Services;

2.2cleaning, maintaining, carpeting or floor tiling, decorating, lighting, treating, repairing, rebuilding and (where beyond economic repair) replacing the Retained Parts;

2.3cleaning the outside of all windows at the Building;

2.4providing, operating, inspecting, maintaining, repairing and (where beyond economic repair) replacing Service Media at the Building (other than the Service Media which form part of the Property or any Lettable Unit or which do not belong to the Landlord);

2.5removing any obstruction on the Retained Parts;

2.6providing, operating, inspecting, insuring and maintaining, repairing and (where beyond economic repair) replacing any equipment, plant and machinery and other materials, which are used in providing the matters listed in this definition;

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2.7fuel and Utilities used on the Retained Parts or in providing the matters listed in this definition and that part of the Landlord’s Energy Management Costs which the Landlord reasonably attributes to the Retained Parts and to the provision of those matters;

2.8providing, maintaining and, when reasonably necessary (where beyond economic repair or where the information is to be changed) renewing signs at the Building;

2.9providing, maintaining and restocking floral and/or plant displays on the Retained Parts as the Landlord deems desirable (if any);

2.10providing, maintaining and replacing furniture and fittings for use on the Retained Parts;

2.11providing, maintaining, and, when reasonably necessary (where beyond economic repair) replacing or altering such security systems for the Retained Parts, which the Landlord (in the interests of good estate management) reasonably considers appropriate and which may include the provision of alarms, closed—circuit television, barriers and other equipment, and security guards and patrols (whether employed by the Landlord or engaged as contractors);

2.12providing fire detection, prevention and fighting equipment, and any signs, notices or equipment required by the fire authority for the Building and maintaining, repairing and, when necessary, replacing such items and providing such items as are required or recommended following any fire risk assessment at the Building;

2.13providing a reception or concierge or security desk in the entrance hall of the Building and staffing it;

2.14maintaining the car park and vehicle ramp at the Building which may include a traffic light entry system, if the Landlord deems necessary or desirable;

2.15employing or arranging for the employment (and the termination of employment) of staff in connection with the provision of the matters listed in this definition, including the costs of insurance, pension and welfare contributions and the provision of clothing, tools and equipment incurred in connection with such employment;

2.16all present and future rates, taxes, duties and assessments of whatever nature charged on, or payable in respect of, the Retained Parts or in respect of the Building as a whole;

2.17complying with any legislation relating to the Retained Parts or the Building as a whole;

2.18complying with or, where the Landlord reasonably considers it appropriate, contesting the requirements or proposals of the local or any other competent authority in respect of the Retained Parts or of the Building as a whole;

2.19complying with the Third Party Rights insofar as they relate to the Retained Parts or the Building as a whole;

2.20abating any nuisance to the Building;

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2.21making such provisions as the Landlord reasonably considers appropriate for anticipated future expenditure including the provision and replacement of any plant, machinery, lifts or equipment used or to be used in connection with the matters listed in this definition;

2.22leasing any item used in providing the matters listed in this paragraph 2;

2.23commitment fees, interest and any other cost of borrowing money, where necessary, to finance the matters listed in this paragraph 2;

2.24obtaining any professional advice which may from time to time be required in relation to the management of the Building or the provision of the matters listed in this paragraph 2;

2.25the fees of managing agents retained by the Landlord for the management of the Building, the provision of the matters listed in this definition and the collection of all rents and service charges (including the Rent, the Service Charge Estimate and the Service Charge Balance) due from the Tenant and the other occupiers of the Building (or where any of those tasks is carried out by the Landlord a reasonable charge of the Landlord for that task), but not any such costs arising by reason of those rents or service charges being in arrears;

2.26preparing (and auditing) the Certificate (whether by the Landlord or the Landlord’s surveyor or its accountants); and

2.27any other works, services, amenities or facilities which the Landlord from time to time reasonably considers desirable for the purpose of maintaining, or where necessary modernising the Building or any services, amenities or facilities at or for the Building and which are (or may be) for the general benefit of all, or substantially all, of the occupiers of the Building and are in accordance with the principles of good estate management,

but excluding:

(i)any cost which the Landlord recovers from any insurance taken out by the Landlord, where the Tenant is obliged to refund the Landlord the whole or any part of the premium;

(ii)costs relating to the initial development of the Building by the Landlord;

(iii)any costs actually recovered under any warranty or product guarantee or from a third party;

(iv)any costs, liabilities or expenses in respect of any unlet Lettable Units;

(v)any costs incurred in relation to the review of rent of any Lettable Unit or the letting or re-letting of any Lettable Unit;

(vi)any costs incurred in any action or proceedings against any tenant or occupier of a Lettable Unit save where enforcement against that tenant or occupier benefits a majority of tenants in the Building;

(vii)any costs, liabilities or expenses incurred on the part of the tenants or occupiers of other Lettable Units.

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The Landlord shall credit to the Landlord’s Expenses all sums actually recovered from any third party in respect of remedying any Inherent Defect or any damage caused by any Inherent Defect.

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SCHEDULE 2

GUARANTEE AND INDEMNITY

1GUARANTEE AND INDEMNITY

1.1The Guarantor guarantees to the Landlord that the Tenant shall:

1.1.1pay the rents reserved by this lease and observe and perform the tenant covenants of this lease and that if the Tenant fails to pay any of those rents or to observe or perform any of those tenant covenants, the Guarantor shall pay or observe and perform them; and

1.1.2observe and perform any obligations the Tenant enters into in an authorised guarantee agreement made in respect of this lease and that if the Tenant fails to do so, the Guarantor shall observe and perform those obligations.

1.2The Guarantor covenants with the Landlord as a separate and independent primary obligation to indemnify the Landlord against any failure by the Tenant:

1.2.1to pay any of the rents reserved by this lease or any failure to observe or perform any of the tenant covenants of this lease; and

1.2.2to observe or perform any of the obligations the Tenant enters into in an authorised guarantee agreement.

2GUARANTOR’S LIABILITY

2.1The liability of the Guarantor under paragraphs 1.1.1 and 1.1.2 shall continue until the end of the term, or until the Tenant is released from the tenant covenants of this lease by virtue of the Landlord and Tenant (Covenants) Act 1995, if earlier.

2.2The liability of the Guarantor shall not be affected by:

2.2.1any time or indulgence granted by the Landlord to the Tenant; or

2.2.2any delay or forbearance by the Landlord in enforcing the payment of any of the rents or the observance or performance of any of the tenant covenants of this lease (or the Tenant’s obligations under an authorised guarantee agreement) or in making any demand in respect of any of them; or

2.2.3any refusal by the Landlord to accept any rent or other payment due under this lease where the Landlord believes that the acceptance of such rent or payment may prejudice its ability to re-enter the Property; or

2.2.4the Landlord exercising any right or remedy against the Tenant for any failure to pay the rents reserved by this lease or to observe or perform the tenant covenants of this lease (or the Tenant’s obligations under an authorised guarantee or agreement); or

2.2.5the Landlord taking any action or refraining from taking any action in

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connection with any other security held by the Landlord in respect of the Tenant’s liability to pay the rents reserved by this lease or observe and perform the tenant covenants of this lease (or the Tenant’s obligations under an authorised guarantee agreement) including the release of any such security; or

2.2.6any legal limitation or disability on the Tenant or any invalidity or irregularity of any of the tenant covenants of this lease (or the Tenant’s obligations under an authorised guarantee agreement) or any unenforceability of any of them against the Tenant; or

2.2.7the Tenant being dissolved, or being struck off the register of companies or otherwise ceasing to exist, or, if the Tenant is an individual, by the Tenant dying or becoming incapable of managing its affairs; or

2.2.8without prejudice to paragraph 4, the disclaimer of the Tenant’s liability under this lease or the forfeiture of this lease; or

2.2.9the surrender of part of the Property, except that the Guarantor shall not be under any liability in relation to the surrendered part in respect of any period after the surrender; or

by any other act or omission except an express written release under seal of the Guarantor by the Landlord.

2.3Any sum payable by the Guarantor shall be paid without any deduction, set-off or counter-claim against the Landlord or the Tenant.

3VARIATIONS AND SUPPLEMENTAL DOCUMENTS

3.1The Guarantor shall, at the request of the Landlord, join in and give its consent to the terms of any consent, approval, variation or other document that may be entered into by the Tenant in connection with this lease (or an authorised guarantee agreement).

3.2The Guarantor shall not be released by any variation of the rents reserved by, or the tenant covenants in, this lease (or the Tenant’s obligations under an authorised guarantee agreement) whether or not:

3.2.1the variation is material or prejudicial to the Guarantor; or

3.2.2the variation is made in any document; or

3.2.3the Guarantor has consented, in writing or otherwise, to the variation.

3.3The liability of the Guarantor shall apply to the rents reserved by and the tenant covenants in this lease (and the Tenant’s obligations under an authorised guarantee agreement) as varied except to the extent that the liability of the Guarantor is affected by section 18 of the Landlord and Tenant (Covenants) Act 1995.

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4GUARANTOR TO TAKE A NEW LEASE OR MAKE PAYMENT

4.1If this lease is forfeited or the liability of the Tenant under this lease is disclaimed and the Landlord gives the Guarantor notice not later than six months after the forfeiture or the Landlord having received notice of the disclaimer, the Guarantor shall enter into a new lease of the property on the terms set out in paragraph 4.2.

4.2The rights and obligations under the new lease shall take effect from the date of the forfeiture or disclaimer and the new lease shall:

4.2.1be granted subject to the right of any person to have this lease vested in them by the court and to the terms on which any such order may be made and subject to the rights of any third party existing at the date of the grant;

4.2.2be for a term that expires at the same date as the end of the Contractual Term of this lease had there been no forfeiture or disclaimer;

4.2.3reserve as an initial annual rent an amount equal to the Annual Rent payable under this lease at the date of the forfeiture or disclaimer or which would be payable but for any abatement or suspension of the Annual Rent or restriction on the right to collect it (subject to paragraph 5) and which is subject to review on the same terms and date provided this lease;

4.2.4be excluded from sections 24 to 28 of the 1954 Act; and

4.2.5otherwise be on the same terms as this lease (as varied if there has been any variation).

4.3The Guarantor shall pay the Landlord’s solicitor’s costs and disbursements (on a full indemnity basis) and any VAT in respect of them in relation to the new lease and shall execute and deliver to the Landlord a counterpart of the new lease within one month after service of the Landlord’s notice.

4.4The grant of a new lease and its acceptance by the Guarantor shall be without prejudice to any other rights which the Landlord may have against the Guarantor or against any other person or in respect of any other security that the Landlord may have in connection with this lease.

4.5The Landlord may, instead of giving the Guarantor notice under paragraph 4.1 but in the same circumstances and within the same time limit, require the Guarantor to pay an amount equal to six months Annual Rent and the Guarantor shall pay that amount on demand.

5RENT AT THE DATE OF FORFEITURE OR DISCLAIMER

If at the date of the forfeiture or disclaimer there is a rent review pending under this lease, then the initial annual rent to be reserved by the new lease shall be the greater of:

5.1the Annual Rent previously payable (or which would have been payable but for any abatement or suspension of the Annual Rent or restriction on the right to collect it) under this lease prior to forfeiture or disclaimer; and

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5.2the open market rent of the Property at the relevant Review Date, as determined by the Landlord before the grant of the new lease.

6PAYMENTS IN GROSS AND RESTRICTIONS ON THE GUARANTOR

6.1Any payment or dividend that the Landlord receives from the Tenant (or its estate) or any other person in connection with any insolvency proceedings or arrangement involving the Tenant shall be taken and applied as a payment in gross and shall not prejudice the right of the Landlord to recover from the Guarantor to the full extent of the obligations that are the subject of this guarantee and indemnity.

6.2The Guarantor shall not claim in competition with the Landlord in any insolvency proceedings or arrangement of the Tenant in respect of any payment made by the Guarantor under this guarantee and indemnity. If it otherwise receives any money in such proceedings or arrangement, it shall hold that money on trust for the Landlord to the extent of its liability to the Landlord.

6.3The Guarantor shall not, without the consent of the Landlord, exercise any right or remedy that it may have (whether against the Tenant or any other person) in respect of any amount paid or other obligation performed by the Guarantor under this guarantee and indemnity unless and until all the obligations of the Guarantor under this guarantee and indemnity have been fully performed.

7OTHER SECURITIES

7.1The Guarantor warrants that it has not taken and covenants that it shall not take any security from or over the assets of the Tenant in respect of any liability of the Tenant to the Guarantor. If it does take or hold any such security it shall hold it for the benefit of the Landlord.

7.2This guarantee and indemnity is in addition to any other security that the Landlord may at any time hold from the Guarantor or the Tenant or any other person in respect of the liability of the Tenant to pay the rents reserved by this lease and to observe and perform the tenant covenants of this lease. It shall not merge in or be affected by any other security.

7.3The Guarantor shall not be entitled to claim or participate in any other security held by the Landlord in respect of the liability of the Tenant to pay the rents reserved by this lease or to observe and perform the tenant covenants of this lease.

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Executed as a deed by CARBON BLACK U.K. LIMITED acting by its secretary and a director or by two directors:
	/s/ Mark P. Sullivan
	Director
	Director/Secretary

Signed as a deed on behalf of CARBON BLACK, INC, a company incorporated in Massachusetts, USA, by
	/s/ Mark P. Sullivan
	Authorised Signatory
and
being persons who, in accordance with the laws of the territory, are acting under the authority of the company:
	Authorised Signatory

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Signed as a deed by BOULTBEE BROOKS (READING) LIMITED acting by a director in the presence of:
	Director
/s/ Christine Elsasser
Signature of witness
/s/ Christine Elsasser
Name of witness
32 Berkeley Road
Newbury, RG14 5JE
Address of witness

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EX-10.4

Exhibit 10.4

OFFICE LEASE

1433 PEARL STREET MALL LLC

“LANDLORD”

WITH

CARBON BLACK, INC.

“TENANT”

BUILDING:  1433 PEARL STREET BUILDING

SUITE:  200 and 300

DATED:  FEBRUARY 21, 2018

Table Of Contents

		Page
SECTION 1: BASIC PROVISIONS		1
SECTION 2: PREMISES AND PREPARATION OF PREMISES		2
SECTION 3: TERM AND COMMENCEMENT		3
SECTION 4: BASE RENT AND ADDITIONAL RENT		3
SECTION 5: QUIET ENJOYMENT		6
SECTION 6: UTILITIES AND SERVICES		7
SECTION 7: DEPOSITS		8
SECTION 8: USE, COMPLIANCE WITH LAWS AND RULES		8
SECTION 9: MAINTENANCE AND REPAIRS		9
SECTION 10: ALTERATIONS AND LIENS		9
SECTION 11: INSURANCE AND WAIVER OF SUBROGATION		10
SECTION 12: CASUALTY DAMAGE		11
SECTION 13: CONDEMNATION		12
SECTION 14: ASSIGNMENT AND SUBLETTING		12
SECTION 15: PERSONAL PROPERTY, RENT AND OTHER TAXES		14
SECTION 16: LANDLORD’S REMEDIES		14
SECTION 17: SUBORDINATION, ATTORNMENT AND LENDER PROTECTION		15
SECTION 18: ESTOPPEL CERTIFICATES		16
SECTION 19: RIGHTS RESERVED BY LANDLORD		16
SECTION 20: LANDLORD’S RIGHT TO CURE		17
SECTION 21: RELEASE AND INDEMNITY		17
SECTION 22: RETURN OF POSSESSION		18
SECTION 23: HOLDING OVER		18
SECTION 24: NOTICES		19
SECTION 25: REAL ESTATE BROKERS		19
SECTION 26: NO WAIVER		19
SECTION 27: SAFETY AND SECURITY DEVICES, SERVICES AND PROGRAMS		20
SECTION 28: TELECOMMUNICATION LINES		20
SECTION 29: SUBSTANCES; DISRUPTIVE ACTIVITIES		20
SECTION 30: DISABILITIES ACTS		21
SECTION 31: DEFINITIONS		22
SECTION 32: OFFER		23
SECTION 33: MISCELLANEOUS		23
SECTION 34: GUARANTY		25
SECTION 35: ENTIRE AGREEMENT		25
EXHIBITS/RIDERS	Listed in Section 1.N

i

OFFICE LEASE

THIS OFFICE LEASE (“Lease”) is made and entered into as of this 21st day of February, 2018, by and between 1433 Pearl Street Mall LLC, a Colorado limited liability company (“Landlord”), and Carbon Black, Inc., a Delaware corporation (“Tenant”).  In consideration of this Lease, Landlord and Tenant covenant and agree as follows:

SECTION 1:  BASIC PROVISIONS

This Section contains the basic lease provisions between Landlord and Tenant.

A. Building:		1433 Pearl Street Building, 1433 Pearl Street, Boulder, Colorado (the “Building”), located on a portion of the real property legally described in Exhibit A attached hereto (the “Property”).
B. Premises:		Suites 200 and 300 in the Building as identified in Exhibit B.
C. Estimated
Commencement Date:		May 1, 2018, subject to Section 3.
D. Expiration Date:		The last day of the sixty-sixth (66th) full calendar month following the Commencement Date.
E. Rentable Area:		The rentable area of the Premises shall be deemed to contain 18,638 rentable square feet (“RSF”) in the aggregate, subject to Section 31(M).
F. Tenant’s Share:		69.519%, subject to Section 4 and Section 31(M) (calculated by dividing the RSF of the Premises by 26,810 RSF, which is the RSF of the Building).
G. Base Rent:		From the Commencement Date through the Expiration Date, as further described in Section 4, as follows:
	Period			Annual Rate Per Square Foot	Monthly Base Rent
	Months 1 - 6			Free/Abated	Free/Abated (the “Abated Rent Period”)
	Months 7 - 18			$30.50	$47,371.58
	Months 19 - 30			$31.42	$48,800.50
	Months 31 - 42			$32.36	$50,260.47
	Months 43 - 54			$33.33	$51,767.05
	Months 55 - 66			$34.33	$53,320.21
H. Additional Rent:			Tenant shall pay Tenant’s Share of Expenses as further described in Section 4. Additional Rent shall be payable by Tenant during the Abated Rent Period.
I. Permitted Use:			Executive and administrative offices and for such other lawful purposes as are consistent with uses of office space in first class buildings in the downtown Pearl Street Mall area of Boulder, Colorado and which are not expressly prohibited in this Lease, subject to Section 8.
J. Deposits:			$53,320.21, which shall be subject to Section 7.A.
K. Broker (if any):			The Colorado Group, Inc., as Tenant’s broker
			Jones Lang LaSalle, as Landlord’s broker
L. Guarantor(s):			None
M. Riders/Exhibits:			Exhibit A (Property)
			Exhibit B (Premises)
			Exhibit C (Work Letter)
			Exhibit D (Option to Extend)
			Exhibit E (Right of First Refusal)
			Exhibit F (Temporary Space)
			Exhibit G (Building Signage)
			Rider One (Rules)
			Rider Two (Green Addendum)

N. Landlord’s Notice Address (subject to Section 24):

1433 Pearl Street Mall LLC

Carbon Black, Inc. Lease 3.14.2018

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c/o Unico Properties LLC

Attn: Senior Vice President / CFO

1215 Fourth Avenue, Suite 600

Seattle, WA 98161

With a copy to:

1433 Pearl Street Mall LLC

c/o Unico Properties LLC

Attn: Property Manager

1426 Pearl Street, Suite 110

Boulder, CO 80302

And With a copy via e-mail to:

LeaseNotices@unicoprop.com

O. Tenant’s Notice Address (subject to Section 24):

	Carbon Black, Inc.
	Attn: Frank Hillery
	1100 Winter Street
	Waltham, MA 02451
	Carbon Black, Inc.
	Attn: Eric Pyenson, Esq.
	1100 Winter Street
	Waltham, MA 02451
P. Rent Payments:	Rent shall be paid to the following, or to such other parties and addresses as to which Landlord shall provide advance notice:
	1433 Pearl Street Mall LLC
	c/o Unico Properties LLC
	Attn: Accounts Receivable
	1215 Fourth Avenue, Suite 600
	Seattle, WA 98161

The foregoing provisions shall be interpreted and applied in accordance with the other provisions of this Lease.  The terms of this Section, and the terms defined in Section 31 and other Sections, shall have the meanings specified therefor when used as capitalized terms in other provisions of this Lease or related documentation (except as expressly provided to the contrary therein).

SECTION 2:  PREMISES AND PREPARATION OF PREMISES

A.Premises.  Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises subject to the provisions herein contained.  Subject to the completion of Landlord’s Work, Tenant has inspected the Premises (and portions of the Building providing access to or serving the Premises) or has had an opportunity to do so, and agrees to accept the same “as is” without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements except as expressly otherwise provided under this Lease.  Tenant further acknowledges that Landlord has not made any representation or warranty (express or implied) with respect to the habitability, condition or suitability of the Premises, Building or Property for Tenant’s purposes or any particular purpose.  Tenant shall have access to and use of the Premises and common areas 24 hours per day, seven days per week during the Term, subject to reasonable access procedures required by Landlord as set forth in the Building Rules and Regulations (as the same may be modified from time to time) and other limitations set forth in this Lease.

B.Preparation of Premises.  The obligations of Landlord and Tenant to perform work and supply materials and labor to prepare the Premises for Tenant’s occupancy shall be as set forth in Exhibit C attached hereto and incorporated herein.  Landlord’s obligation, if any, for completion of improvements to the Premises (“Landlord’s Work”) shall be defined and limited by said Exhibit C, and Landlord shall not be required to furnish or install any item not indicated thereon.  Any additional alterations or improvements to the Premises beyond those set forth on Exhibit C shall be at Tenant’s sole cost and expense and subject to all provisions of Section 10, which may include, without limitation, the prior approval of Landlord. Subject to the completion of Landlord’s Work, taking possession of the Premises by Tenant shall be conclusive evidence the Premises were, on that date, in good, clean and tenantable condition and delivered in accordance with this Lease, unless set forth otherwise in a written “punch list.”

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SECTION 3:  TERM AND COMMENCEMENT

A.Term and Confirmation.  The term (“Term”) of this Lease shall commence on the Commencement Date and end on the Expiration Date, unless sooner terminated as provided herein, subject to adjustment as provided below and the other provisions hereof.  Tenant shall execute a confirmation of the Commencement Date and Expiration Date and other matters related thereto in such form as Landlord may reasonably request within ten (10) business days after written request (but nothing herein shall require Landlord to so request); any failure to respond within such time shall be deemed an acceptance of the matters as set forth in Landlord’s confirmation.  If Tenant disagrees with Landlord’s determination of the Commencement Date, Tenant shall pay Rent and perform all other obligations commencing on the date determined by Landlord, subject to refund or credit when the matter is resolved.

B.Adjustments to Commencement.  It is acknowledged that the Estimated Commencement Date specified in Section 1 is an estimated date.  This Lease shall commence on the earlier to occur of: (i) the date Landlord delivers possession of the Premises to Tenant with all Landlord’s Work “substantially completed”;(ii) the date on which Tenant takes possession and commences beneficial occupancy of the Premises; or (iii) if substantial completion of Landlord’s Work is actually delayed in whole or in part due to Tenant Delay (as defined in Exhibit C), then the date as reasonably determined by Landlord’s architect as the date upon which Landlord’s Work would have been substantially completed, but for Tenant’s acts or omissions (such date, the “Commencement Date”).  Provided that Tenant continues to enjoy the use and occupancy of the Temporary Space (as defined in Exhibit F) on and subject to the terms and conditions contained in Exhibit F until such time as the Commencement Date has occurred, then in no event shall Landlord have any liability for loss or damage to Tenant resulting in any delay in the Commencement Date, nor shall Tenant have any right to terminate this Lease, and Tenant’s sole recourse shall be the postponement of Rent and other obligations until the Commencement Date is established as set forth above.  Notwithstanding the foregoing, if Landlord has not delivered possession of the Premises to Tenant with Landlord’s Work substantially completed by September 1, 2018 (the “Outside Commencement Date”) (subject to Tenant Delays, events of force majeure or other events outside of Landlord’s reasonable control, all of which shall serve to postpone the Outside Commencement Date day-for-day), then Tenant shall have the right to terminate this Lease upon written notice to Landlord given at any time after the Outside Commencement Date but prior to the date that Landlord delivers possession of the Premises to Tenant with the Landlord’s Work substantially completed.

C.Entry.  Provided that Tenant shall not delay Landlord’s Work or otherwise interfere with Landlord’s Work, then upon reasonable notice from Tenant to Landlord, Tenant shall be entitled to enter the Premises thirty (30) days prior to the completion of Landlord’s Work for fixturing, installation of cabling and telephone systems, and other move in purposes provided (i) Tenant shall not interfere with Landlord’s completion of Landlord’s Work and shall coordinate its activities and comply with Landlord’s reasonable directives, (ii) all provisions of this Lease other than those relating to payment of Rent shall apply to any such pre-commencement entry (including without limitation all insurance, indemnity and freedom from lien provisions), and (iii) if Tenant beneficially occupies the Premises (or any part thereof) or commences business operations from the Premises (or any part thereof) during such period, then the Commencement Date (and obligation to pay Rent) shall be deemed advanced to the date Tenant so occupies the Premises, provided, the mere moving of furniture and equipment into, and installation of cabling and telephone systems in, the Premises shall not be deemed commencement of business operations or other beneficial occupancy as those terms are used in this Section 3(C).

SECTION 4:  BASE RENT AND ADDITIONAL RENT

A.Base Rent.  Tenant shall pay Landlord the monthly Base Rent set forth in Section 1 in advance on or before the first day of each calendar month during the Term.  Notwithstanding the foregoing, Tenant shall pay the first month of Base Rent due (i.e., for Month 7, after the Abated Rent Period expires) and the first month of estimated Additional Rent due (i.e., for Month 1) upon execution and delivery of this Lease to Landlord.

B.Expenses.  Tenant shall pay Landlord “Tenant’s Share of Expenses” in the manner described below.  All such charges shall be deemed to constitute “Additional Rent” which shall be deemed to accrue uniformly during the calendar year in which the payment is due.

(i)During each calendar year, Tenant agrees to pay as “Additional Rent” for the Premises, “Tenant’s Share” (defined below) of all Expenses incurred by Landlord in the operation of the Building and Property.  For purposes of this Lease, “Tenant’s Share” shall mean the ratio between the rentable area of the Premises and the rentable area of the Building.  Tenant’s Share, calculated based on the initial square foot area of the Premises, is set forth in Section 1(F) above, and is subject to adjustment as set forth in Section 31(M).  If certain Expenses incurred by the Landlord are allocable to both the Building and other buildings under common management with the Building in the Pearl Street Mall area, then, at Landlord’s election, those Expenses may be allocated among the tenants of all of the buildings to which those Expenses are allocable in an equitable manner as reasonably determined by Landlord.

(ii)Prior to or promptly after the commencement of each calendar year, but in any event no later than January  31st, or as soon thereafter as is reasonably practicable, Landlord shall give Tenant a written estimate of the anticipated Expenses and Tenant’s Share of such Expenses for such calendar

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year.  Tenant shall pay such estimated amount to Landlord in equal monthly installments, in advance, without deduction or offset, on or before the first day of each calendar month, with the monthly installment of Base Rent payable under Section 4(A) above.  After the end of each calendar year, but in any event no later than April 30th of the following calendar year or as soon thereafter as is reasonably practicable, Landlord shall furnish to Tenant a statement showing in reasonable detail the actual Expenses incurred by Landlord during the applicable calendar year and Tenant’s Share thereof.  If the statement shows Tenant’s Share of the actual Expenses exceeds the amount of Tenant’s estimated payments, within thirty (30) days after receiving the statement, Tenant shall pay the amount of the deficiency to Landlord.  If the statement shows Tenant has overpaid, the amount of the excess shall be credited against installments next coming due under this Section 4; provided, however upon the expiration or earlier termination of the Lease Term, Landlord shall refund the excess to Tenant within thirty (30) days following the determination thereof.

(iii)If at any time during any calendar year of the Lease Term any information used by Landlord to calculate the estimated Expenses changes, Tenant’s estimated share of such Expenses, as applicable, may be adjusted accordingly effective as of the month following receipt of written notice from Landlord thereof, by written notice from Landlord to Tenant of the amount or estimated amount of the change and Tenant’s Share thereof.  Tenant shall pay such adjusted amount to Landlord as a part of Tenant’s monthly payments of estimated Expenses as provided above, commencing with the month following the month in which Tenant is notified of the adjustment.

(iv)For purposes of this Lease, the term “Expenses” means all costs of and expenses paid or incurred by Landlord for maintaining, operating, repairing, replacing and administering the Building and Property, including all common areas and facilities and Systems and Equipment, and shall include the following costs by way of illustration but not limitation:  Taxes (defined below); water and sewer charges; insurance premiums; license, permit, and inspection fees; heat; light; power; steam; janitorial and security services; labor; salaries; air conditioning; landscaping; maintenance and repair of driveways and surface areas; supplies; materials; equipment; tools; the cost of capital replacements (as opposed to capital improvements); the cost of any capital improvements or modifications made to the Building by Landlord that are intended to reduce Expenses (“Cost Savings Capital Improvements”), are required under any Laws not applicable to the Building or Property or not in effect as of the date of this Lease (“Legal Requirements Capital Improvements”) (the costs related to Cost Savings Capital Improvements and/or Legal Requirements Capital Improvements being referred to herein as “Allowable Capital Improvements Costs”); all property management costs, including a market office rent for any property management office (equitably prorated if such office manages both the Building and other properties) and professional property management fees (such property management fees [exclusive of salary pass throughs which are not included in the management fee but are passed through as a separate Expense item] not to exceed three percent (3%) of the gross revenues of the Property); legal and accounting expenses; and all other expenses or charges which, in accordance with industry standard accounting and management practices, would be considered an expense of maintaining, operating, repairing, replacing or administering the Building or Property.  Capital costs included in Expenses (including both capital replacement costs and Allowable Capital Improvements Costs) shall be amortized over the useful life of such item, unless such Expenses are incurred for Cost Savings Capital Improvements, in which case Landlord may elect to amortize such Expenses over a period such that the annual amortization amount equals or is less than the corresponding cost savings attributable to such item, in either case with a return on capital at the current market rate per annum on the unamortized balance or at such higher rate as may have been paid by Landlord on funds borrowed for the purpose of constructing such capital replacements or improvements.

(v)For purposes of this Lease, the term “Taxes” means all real estate taxes or personal property taxes and other taxes, surcharges and assessments, unforeseen as well as foreseen, which are levied with respect to the Building and Property and any improvements, fixtures and equipment and other property of Landlord, real or personal, located in the Building or on the Property and used in connection with the operation of the Building or Property and any tax, surcharge or assessment which shall be levied in addition to or in lieu of real estate or personal property taxes, other than taxes covered in Section 15.  The term “Taxes” shall also include any rental, excise, sales, transaction, privilege, or other tax or levy, however denominated, imposed upon or measured by the rental reserved hereunder or on Landlord’s business of leasing the Premises.  Notwithstanding the foregoing, Taxes shall not include income, estate, succession, inheritance, gift, franchise or other similar taxes that may be imposed on the income of Landlord, other than those items expressly set forth above.

(vi)Notwithstanding anything to the contrary contained above, as to each specific category of expense which one or more tenants of the Building, either pays directly to third parties or specifically reimburses to Landlord (e.g., separately metered utilities, separately contracted janitorial service, property taxes directly reimbursed to Landlord, etc.) such tenant(s) payments with respect thereto shall not be included in Expenses for purposes of this Section 4, but Tenant’s Share of each of such category of expense shall be adjusted by excluding from the denominator thereof the rentable area of all such tenants paying such category of expense directly to third parties or reimbursing the same directly to Landlord.  Moreover, Landlord reserves the right to equitably allocate certain Expenses toward only office or retail tenants, as applicable, if such tenants do not utilize a particular service (e.g., to allocate expenses for elevator maintenance only to office tenants as retail tenants do not utilize the Building elevators), and to revise Tenant’s Share accordingly for such Expenses.  Tenant shall not enter into separate contracts to

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provide any specific utility or service normally provided by the Building, without Landlord’s prior written consent in Landlord’s sole discretion.  Moreover, if Tenant pays or directly reimburses Landlord for any such category of expense (which shall only be with Landlord’s prior consent), such category of expense shall be excluded from the determination of Expenses for Tenant.

(vii)If the average occupancy of the Building is less than ninety-five percent (95%) during any calendar year, Landlord will, in accordance with industry standard accounting and management practices, determine the amount of variable Expenses (i.e. those items which vary according to occupancy levels) that would have been paid had the Property been ninety-five percent (95%) occupied, and the amount so determined shall be deemed to have been the amount of Expenses for such year; provided however, that nothing contained herein shall require that Tenant pay or contribute to the payment of Tenant’s Share of Expenses that would result in Landlord receiving an amount greater than the amount actually paid or incurred by Landlord.

(viii)Notwithstanding anything contained set forth in the Lease, Expenses shall not include the following:

(a)Any cost or expense to the extent to which Landlord is paid or reimbursed (other than as a payment for Expenses), including work or services performed for any tenant (including Tenant) at such tenant’s cost or the cost of any item for which Landlord has been paid or reimbursed by insurance, warranties, service contracts, condemnation proceeds or otherwise;

(b)Marketing costs, including leasing commissions, attorneys’ fees, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building;

(c)Costs associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building;

(d)Costs (including permit, license, and inspection fees) incurred in renovating, improving, decorating, painting or redecorating vacant leasable space or space for tenants;

(e)Depreciation and amortization on the Building;

(f)Overhead and profit paid to subsidiaries or affiliates of Landlord for management or other services on or to the Property or for supplies or other materials, to the extent that the costs of the service, supplies or materials is not commensurate with what the costs of the services, supplies or materials would be if procured on an arms-length basis;

(g)Interest on debt or amortization payments on mortgages or deeds of trust or any other debt for borrowed money;

(h)Items and services which Tenant is not entitled to receive under this Lease but which a Landlord provides selectively to one or more tenants of the Building other than Tenant or for which Landlord is separately reimbursed;

(i)Any costs, fines or penalties incurred because Landlord violated any governmental rule or authority, unless such costs, fines or penalties were incurred as a result of Landlord contesting the cost, fine or penalty, or underlying violation, in good faith, provided that this exclusion is not intended to modify any rights Landlord might have against Tenant elsewhere in this Lease to the extent that such costs, fines or penalties were as a result of Tenant’s failure to pay Expenses or other obligations hereunder when due;

(j)Costs of developing and constructing capital improvements or additions at the Building or Property, except to the extent expressly included in Allowable Capital Costs hereunder;

(k)Costs incurred to comply with Laws with respect to removal, remediation and/or encapsulation of Hazardous Substances, provided that Expenses may include costs in connection with the proper handling and disposal of paint, varnish, stain, solvents and other similar types of Hazardous Substances that are used in connection with the performance of work and services that are properly included within Expenses and further provided that this exclusion is not intended to modify any of Tenant’s obligations pursuant to Section 29 hereof;

(l)Legal, accounting or other professional fees related to leasing, ownership, financing, tenant disputes or other services not related to the normal operation, maintenance, cleaning, repair or protection of the Property.  With limiting the foregoing, the legal, accounting and other professional fees: (i) paid or incurred in connection with financings, refinancings or sales of any Landlord’s interest in the Building or the Property, (ii) relating to specific disputes with tenants, and (iii) relating to any special reporting required by securities laws, shall all be excluded from Expenses;

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(m)salaries and bonuses and benefits of officers, executives of Landlord and administrative employees above the grade of general manager or real estate services director; and

(n)the cost of acquiring sculptures, paintings and other objects of fine art.

C.Prorations.  If the Term commences on a day other than the first day of a calendar month or ends on a day other than the last day of a calendar month, the Base Rent and any other amounts payable on a monthly basis shall be prorated on a per diem basis for such partial calendar months.  If the Base Rent is scheduled to increase under Section 1 other than on the first day of a calendar month, the amount for such month shall be prorated on a per diem basis to reflect the number of days of such month at the then current and increased rates, respectively.  If the Term commences other than on January 1, or ends other than on December 31, Tenant’s obligations to pay amounts under this Section 4 towards Expenses for such first or final calendar years shall be prorated on a per diem basis to reflect the portion of such years included in the Term.

D.Payments After Lease Term Ends.  Tenant’s obligations to pay its share of Expenses (or any other amounts) as provided in this Lease accruing during, or relating to, the period prior to expiration or earlier termination of this Lease, shall survive such expiration or termination and shall be subject to reconciliation post-expiration or earlier termination as provided in Section 4(B)(ii) above.

E.Landlord’s Accounting Practices and Records.  Unless Tenant takes exception by notice to Landlord within ninety (90) days after Landlord provides any written statement to Tenant for any item of Additional Rent, such statement shall be considered final and binding on Tenant (except as to additional Expenses or Taxes not then known or omitted by error). If Tenant takes exception and provides written notice to Landlord within such ninety (90) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant to Expenses for the immediately preceding calendar year using an independent certified public accountant selected by Tenant and reasonably approved by Landlord.  Such accountant shall not be compensated on a contingency fee basis, and such accountant’s review must be completed and its report submitted to Landlord within sixty (60) days after Landlord provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence.  With respect to such audit, Landlord shall provide copies of its books and records and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall execute Landlord’s standard form of confidentiality agreement prior to having access to any of Landlord’s books and records.  If Landlord confirms the results of Tenant’s accountant’s review, then: (i) such confirmation shall be considered final and binding on both parties (except as to additional expenses or taxes not then known or omitted by error), and (ii) Tenant shall pay all costs associated with such review, unless it shows that Taxes and Expenses were overstated by at least five percent (5%), in which case Landlord shall reimburse Tenant for its actual and reasonable out-of-pocket costs associated with such audit within thirty (30) days after receipt of Tenant’s documented invoice therefor.  If Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant (and their respective accountants) shall cooperate in good faith to resolve the dispute.  Pending resolution of any such exceptions, Tenant shall pay all amounts shown on such Landlord’s statement, subject to credit, refund or additional payment after any such exceptions are resolved.

F.General Payment Matters.  Base Rent, Additional Rent which includes without limitation Tenant’s Share of Expenses and any other amounts which Tenant is or becomes obligated to pay Landlord under this Lease are sometimes herein referred to collectively as “Rent,” and all remedies applicable to the non payment of Rent shall be applicable thereto.  Rent shall be paid in good funds and legal tender of the United States of America without prior demand, deduction, recoupment, set-off or counterclaim, and without relief from any valuation or appraisement laws, except as otherwise expressly set forth in this Lease.  Rent obligations hereunder are independent covenants.  In addition to all other Landlord remedies (i) any Rent not paid by Tenant when due shall accrue interest from the due date at the Default Rate until payment is received by Landlord and (ii) in addition to such interest, Tenant shall pay Landlord a service charge of two hundred fifty dollars ($250.00) or five percent (5%) of the delinquent amount, whichever is greater.  No delay by Landlord in providing any Rent statement to Tenant shall be deemed a default by Landlord or a waiver of Landlord’s right to require payment of Tenant’s obligations hereunder including those for actual or estimated Expenses.  In no event shall a decrease in Expenses ever decrease the monthly Base Rent or give rise to a Base Rent credit in favor of Tenant.  Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to such obligations as may be designated by Tenant.  Notwithstanding anything herein to the contrary, Landlord agrees to provide Tenant with written notice of any failure to pay rent on one (1) occasion in any twelve (12) month period, and Tenant shall not be responsible for the payment of any late charge, interest, or attorney’s fees as contemplated hereunder if Tenant remits the delinquent rent within five (5) days of its receipt of written notice from Landlord as to the same.

SECTION 5:  QUIET ENJOYMENT

Landlord agrees that if Tenant timely pays the Rent and performs the terms and provisions hereunder, Tenant shall hold the Premises during the Term, free of lawful claims by any party acting by or through Landlord, subject to all other terms and provisions of this Lease.

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SECTION 6:  UTILITIES AND SERVICES

A.Standard Landlord Utilities and Services.  Landlord shall be responsible for furnishing to the Premises the following utilities and services for use by Tenant, during generally recognized business hours:  (i) electricity for normal lighting and office machines, (ii) heat and air conditioning required for the comfortable use and occupation of the Premises as reasonably determined by Landlord, (iii) passenger elevator service from the existing passenger elevator system in common with Landlord and others entitled thereto, and (iv) hot and cold (or tempered) water for lavatory purposes in the common area restrooms.  Tenant shall be responsible, at Tenant’s sole cost, for any hot water heaters required to provide hot water to the kitchen areas of the Premises, if any, and for any cooled drinking water via water fountains or otherwise within the Premises.  Tenant shall be responsible for providing any janitorial or other cleaning services to the Premises, using a janitorial provider reasonably approved by Landlord.  Notwithstanding the foregoing, Tenant acknowledges and agrees that all utilities serving the Premises, except for water, are separately metered and that Tenant shall be responsible, at Tenant’s sole cost and expense, for payment of such utilities directly to the service provider commencing on the Commencement Date and continuing through the Term, which shall be in addition to payment of Tenant’s Share of Expenses hereunder.

B.Interruptions.  Landlord shall use reasonable diligence to remedy an interruption in the furnishing of such services and utilities.  If, however, any governmental authority imposes regulations, controls or other restrictions upon Landlord or the Building which would require a change in the services provided by Landlord under this Lease, Landlord may comply with such regulations, controls or other restrictions, including without limitation, curtailment, rationing or restrictions on the use of electricity or any other form of energy serving the Premises.  Tenant will reasonably cooperate and do such things as are reasonably necessary to enable Landlord to comply with such regulations, controls or other reasonable restrictions.

C.Non-Standard Usage.  Whenever heat generating machines or equipment or lighting other than building standard lights are used in the Premises by Tenant which affect the temperature otherwise maintained by the air cooling system (as determined by Landlord using some commercially reasonable method of verification, such as a survey or check meter), Landlord shall have the right, upon written notice to Tenant, to install supplementary air cooling units in the Premises, and the reasonable cost thereof, including the cost of installation and the cost of operation and maintenance thereof, shall be paid by Tenant to Landlord, as Additional Rent and within thirty (30) days after billing by Landlord.  Landlord may impose a reasonable charge for utilities and services, including without limitation, air cooling, electric current and water, required to be provided the Premises by reason of (a) any substantial recurrent use of the Premises at any time outside of normal business hours, (b) any use beyond what Landlord is required to furnish as described above, or (c) the installation, maintenance, repair, replacement or operation of supplementary air cooling equipment, additional electrical systems or other equipment required by reason of special electrical, heating, cooling or ventilating requirements of equipment used by Tenant and exclusively serving the Premises.  Tenant shall not install or operate high power usage equipment on the Premises without Landlord’s prior written consent, which shall not be unreasonably withheld if (i) Tenant confirms in writing its obligation to pay the additional charges necessitated by such equipment and such equipment does not adversely affect operation of the Building, and (ii) the Building electrical capacity to the floor(s) containing the Premises will not be exceeded.  At Landlord’s option, to the extent such utilities or services are not separately metered as of the Commencement Date, separate meters for such utilities and services may be installed for the Premises and Tenant upon demand therefor, shall immediately pay Landlord for the installation, maintenance, repair and replacement of such meters.

D.Limitation.  Landlord does not warrant that any of the services and utilities referred to above will be free from interruption.  Interruption of services and utilities shall not be deemed an eviction or disturbance of Tenant’s use and possession of the Premises or any part thereof or render Landlord liable to Tenant for damages or loss of any kind, or relieve Tenant from performance of Tenant’s obligations under this Lease, except as otherwise expressly set forth in this Lease.  Notwithstanding the foregoing, Landlord will use reasonable efforts to restore any interruption in services or utilities that Landlord is required to provide hereunder as soon as is reasonably practicable, and if services and/or utilities are interrupted that materially prevent Tenant from being able to perform Tenant’s basic services for a period of greater than seven (7) days (unless such interruption is as a result of a casualty, in which case Section 12 of this Lease shall apply), Tenant, as its sole and exclusive remedy hereunder, shall receive an abatement of Base Rent and Tenant’s Share of Expenses beginning with the 8th day of interruption until the services and/or utilities are restored, based upon the pro rata portion of the Premises which is rendered unfit for occupancy for the permitted use and actually not used by Tenant as a result of such interruption, except to the extent such interruption is caused by Tenant, its employees, agents, contractors, invitees or licensees.

E.Utility Providers.  Notwithstanding anything to the contrary in this Lease, Landlord shall have the sole, exclusive and absolute right to determine, select and contract with utility company or companies that will provide electricity and other basic utility service to the Building, Property and Premises.  If permitted by law, during the Term of this Lease, Landlord shall have the right at any time, and from time to time, to either contract for services from a different company or companies providing

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electricity or other basic utility service (each such company hereinafter an “Alternate Service Provider”) or continue to contract for service from the service provider(s) that is providing such utility service to the Building, Property or Premises at the Commencement Date (each the “Existing Service Provider”); provided, however, that if Landlord elects to contract with an Alternate Service Provider, Landlord will only do so if it reasonably believes that it will obtain the same or better rates from such Alternate Service Provider.  Tenant shall cooperate with Landlord, the Existing Service Provider and any Alternate Service Provider at all times and, as reasonably necessary and upon prior reasonable notice to Tenant, shall allow Landlord, the Existing Service Provider and any Alternate Service Provider access to the Building’s utility lines, plumbing, feeders, risers, wiring, and any other machinery or utility access ways within the Premises.  Tenant agrees that, if requested by Landlord in connection with Landlord’s LEED certification process for the Building, it will allow Landlord access to its utility account information reasonably requested in connection with such LEED certification (including, without limitation, copies of invoices showing actual amounts of the utility used by Tenant and costs therefor) with respect to any utility provider providing service to the Premises.

SECTION 7:    DEPOSITS

A.Security Deposit.  Upon execution of this Lease, Tenant shall deposit a security deposit in the amount set forth in Section 1 with Landlord.  If Tenant is in default beyond applicable notice and cure periods, Landlord can use the security deposit or any portion of it to cure the default or to compensate Landlord for any damages sustained by Landlord resulting from Tenant’s default to which Landlord is entitled under this Lease.  If Landlord so applies any portion of the Security Deposit, then within five (5) business days of Landlord’s written request, Tenant shall immediately pay to Landlord a sum equal to the portion of the security deposit expended or applied by Landlord to restore the security deposit to its full amount.  In no event will Tenant have the right to apply any part of the security deposit to any Rent or other sums due under this Lease.  If Tenant is not in default  at the expiration or termination of this Lease, Landlord shall return the security deposit to Tenant within thirty (30) days from the later to occur of (i) the date Tenant surrenders possession of the Premises to Landlord in accordance with this Lease; or (ii) the Expiration Date (or if there is a negotiated earlier termination of this Lease, such earlier negotiated termination date).  Landlord’s obligations with respect to the security deposit are those of a debtor and not of a trustee, and Landlord can commingle the security deposit with Landlord’s general funds.  Landlord shall not be required to pay Tenant interest on the deposit.  Landlord shall be entitled to immediately endorse and cash Tenant’s prepaid security deposit; however, such endorsement and cashing shall not constitute Landlord’s acceptance of this Lease.  In the event Landlord does not accept this Lease, Landlord shall return said prepaid deposit.

SECTION 8:  USE, COMPLIANCE WITH LAWS AND RULES

A.Use of Premises and Compliance With Laws.  Tenant shall use the Premises solely for the purposes set forth in Section 1 and for no other purpose without obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed for uses consistent with Landlord’s then existing use criteria for the Building.  Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or with respect to the suitability of the Premises or the Building for the conduct of Tenant’s business, nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises or the Building, except as provided in writing in this Lease.  Tenant acknowledges that Landlord may from time to time, at its sole discretion, make such modifications, alterations, repairs, deletions or improvements to the Building or Property as Landlord may deem necessary or desirable, without compensation or notice to Tenant, provided that such alterations, repairs, deletions or improvements shall not materially adversely affect Tenant’s use or occupancy of, or access to, the Premises during normal daytime business hours and in no event shall Landlord be liable for any consequential damages.  Tenant shall promptly comply with all Laws affecting the Premises and the Building, as well as the Rules (defined below), and to any reasonable modifications to the Rules as Landlord may adopt in writing from time to time, Subject to the provisions of Section 8.C hereof.  Tenant acknowledges that, except for Landlord’s obligations pursuant to Sections 9 and 30, Tenant is solely responsible for ensuring that the Premises comply with any and all Laws applicable to Tenant’s use of and conduct of business on the Premises, and that Tenant is solely responsible for any alterations or improvements that may be required by such Laws, now existing or hereafter adopted.  However, nothing herein shall require Tenant to comply with Laws or requirements of public authorities which require the installation of new or additional, or the modification or replacement of, structural components of the Building, or existing mechanical, electrical, plumbing or fire/life safety systems on a Building-wide basis without reference to the particular use of Tenant or any alterations performed by or for Tenant (“Building-Wide Laws”).  Landlord will, at Landlord’s expense (except to the extent properly included in Expenses), perform all acts required to comply with such Building-Wide Laws as the same affect the Premises and the Building.  Landlord shall be responsible, at its cost (except to the extent properly included in Expenses), for correcting any violations of Laws with respect to the common areas of the Building except for any obligations specifically imposed upon Tenant pursuant to this Lease.  Tenant shall not do or permit anything to be done in or about the Premises or bring or keep anything in the Premises that will in any way increase the premiums paid by Landlord on its insurance related to the Building or which will in any way increase the premiums for fire or casualty insurance carried by other tenants in the Building.  Tenant will not perform any act or carry on any practices that may injure the Premises or the Building that may be a nuisance or menace to other tenants in the Building or that shall in

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any way interfere with the quiet enjoyment of such other tenants.  Tenant shall not do anything on the Premises which will overload any existing service to the Premises.

B.Common Areas.  Tenant and Tenant’s agents, contractors, invitees, and employees housed in the Premises shall have the right to use the common areas of the Building and agrees to abide by the Rules for their use.

C.Rules.  Tenant shall comply with the Rules set forth in Rider One attached hereto (the “Rules”) in addition to all other terms of this Lease so long as such Rules do not materially interfere with the rights granted to Tenant hereunder.  Landlord shall have the right, by written notice to Tenant, to reasonably amend such Rules and supplement the same with other reasonable Rules relating to the Building or Property, or the promotion of safety, care, efficiency, cleanliness or good order therein; provided, that such amendments shall not unreasonably interfere with the rights granted to Tenant hereunder. Nothing herein shall be construed to give Tenant or any other Person any claim, demand or cause of action against Landlord arising out of the violation of such Rules by any other tenant or visitor of the Building or Property, or out of the enforcement, modification or waiver of the Rules by Landlord in any particular instance; provided, however, that Landlord agrees that it will enforce the Rules in a reasonably equitable manner as among all tenants of the Building.

SECTION 9:  MAINTENANCE AND REPAIRS

Unless expressly provided otherwise in this Lease, and in addition to the provisions of Section 6(A), Landlord shall maintain, in good order, condition and repair, the common and core areas of the Building, the structural parts of the Building which shall include only the foundations, bearing and exterior walls, windows and doors (unless such doors serve the Premises exclusively), subflooring, gutters, downspouts, and the roof of the Building (including the membrane and roof slab), and the Building Systems and Equipment; provided, in the event any such replacements, repairs or maintenance are caused by or result from Tenant’s the negligence or willful misconduct of Tenant, its agents, employees or invitees, the cost of such repairs shall be paid solely by Tenant and Tenant shall pay the cost thereof within ten (10) days of written notice from Landlord.  Except as provided above, and subject to Section 10 of this Lease, Tenant shall maintain and repair the Premises in neat, clean, sanitary and good condition, including, without limitation, maintaining and repairing all interior walls, storefronts (if any), ceilings, interior doors, exterior doors serving the Premises exclusively and interior windows and fixtures, Premises’ specific systems and equipment as well as any damage to the Building, Property or Premises caused by Tenant, its agents, employees or invitees.  If Tenant shall fail to keep and preserve the Premises in said condition and state or repair, Landlord may, at its option (but with no obligation), after providing Tenant ten (10) days prior written notice (or such shorter or no notice if Landlord reasonably determines that there is an imminent danger to person or property) put or cause the same to be put into the condition and state of repair agreed upon, and in such case Tenant, on demand, shall pay the Landlord’s reasonable out-of-pocket cost thereof.

SECTION 10:  ALTERATIONS AND LIENS

A.Alterations.  Subsequent to the completion of any Landlord’s Work pursuant to Section 2, Tenant shall not attach any fixtures, equipment or other items to the Premises, or paint or make any other additions, changes, alterations, repairs or improvements (collectively hereinafter “alterations”) to the Premises, Building or Property without Landlord’s prior written consent, which with respect to alterations to the Premises will not be unreasonably withheld, conditioned or delayed so long as Tenant is not then in default of this Lease (beyond any applicable cure period).  If Landlord consents to any alteration, Landlord may post notices of nonresponsibility in accordance with law.  Any alterations so made shall remain on and be surrendered with the Premises upon expiration or earlier termination of this Lease, except that Landlord may, but subject to the next grammatical sentence, within thirty (30) days before the expiration or earlier termination hereof elect in writing to require Tenant to remove any or all alterations at Tenant’s sole cost and expense.  At the time Tenant submits plans for requested alterations to Landlord for Landlord’s approval, Tenant may request Landlord to identify which alterations Landlord will require Tenant to remove at the termination of or expiration of this Lease, and Landlord shall make such identification simultaneous with its approval (if any) of the alterations.  If Landlord elects to require removal of alterations, then at its own and sole cost Tenant shall restore the Premises to substantially the same the condition (reasonable wear and tear and damage from fire or other insured casualty excepted) existing prior to the installation of such alteration or improvement, before the last day of the term.  Notwithstanding anything contained in this Lease to the contrary, Landlord’s consent shall not be required for (i) any interior decorative changes such as partitioning, carpeting, installation of shelves, painting, wallpapering, or for (ii) any non-structural alterations which do not affect the Building’s structure or the Building Systems and Equipment, provided, that any of the foregoing in either (i) or (ii) above do not require a building permit and do not cost more than $10,000.00 in any one particular instance (collectively, “Cosmetic Alterations”).  Tenant shall provide Landlord with at least fifteen (15) days advance notice of any proposed Cosmetic Alterations.  Except as expressly set forth to the contrary above, Tenant shall otherwise comply with the provisions of this Section 10 with respect to Cosmetic Alterations in the same manner as if they were alterations requiring Landlord’s consent hereunder.

B.Performance.  In the event Landlord consents in writing to Tenant’s requested alteration of the Premises, Tenant shall only contract with a contractor approved by Landlord for the construction of

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such alterations, shall secure all appropriate governmental approvals and permits and shall complete such alterations with due diligence, in a good and workmanlike manner and in substantial compliance with the plans and specifications approved by Landlord.  All such construction shall be performed in a manner which shall not interfere with the occupancy of the other tenants of the Building.  All costs, expenses and fees related to or arising from construction of any alteration shall be paid by Tenant prior to delinquency.  There shall also be included within the cost of any such alteration work (but expressly excluding Landlord’s Work which shall be governed by the provisions of Exhibit C and Cosmetic Alterations, where such fee may be waived) a fee to Landlord for Tenant’s use of Landlord’s personnel involved in the supervision, coordination, inspection and the like pertaining to such work.  Said fee shall be five (5) percent (5%) of the total cost of the alteration work (including costs of plans and permits), plus Landlord’s actual and reasonable out-of-pocket costs (if any) (such out-of-pocket costs not to exceed $1,500.00 in connection with any particular alteration work), which shall be paid by Tenant within thirty (30) days after presentment by Landlord of an invoice therefor.  Landlord may impose additional reasonable conditions and rules respecting the manner and times in which such alteration work may be performed.

C.Liens.  Tenant shall pay all costs for alterations prior to delinquency.  Tenant shall keep the Property, Building, Premises and this Lease free from any mechanic’s, materialman’s, architect’s, engineer’s or similar liens or encumbrances, and any claims therefor, or stop or violation notices, in connection with any alteration.  Tenant shall remove any such claim, lien or encumbrance, or stop or violation notices of record, by bond or otherwise within ten (10) business days after written notice by Landlord.  If Tenant fails to do so, such failure shall constitute a default by Tenant, and Landlord may, in addition to any other remedy, pay the amount (or any portion thereof) or take such other action as Landlord deems necessary to remove such claim, lien or encumbrance, or stop or violation notices, without being responsible for investigating the validity thereof.  The amount so paid and reasonable costs incurred by Landlord shall be deemed additional Rent under this Lease payable upon demand, without limitation as to other remedies available to Landlord.  Nothing contained in this Lease shall authorize Tenant to do any act which shall subject Landlord’s title to, or any Lender’s interest in, the Building, Property or Premises to any such claims, liens or encumbrances, or stop or violation notices, whether claimed pursuant to statute or other Law or express or implied contract.

SECTION 11:  INSURANCE AND WAIVER OF SUBROGATION

A.Insurance.  During the term of this Lease, Tenant, at its sole cost and expense, shall continuously maintain the following types of insurance coverages:  (i) All Risk or Causes of Loss - Special Form property insurance, including fire and extended coverage, sprinkler leakage, vandalism, malicious mischief, wind and flood coverage, covering full replacement value of all of Tenant’s personal property, trade fixtures and improvements and alterations in and to the Premises, with coverages that also include “Business Personal Property” and “Business Income Coverage” covering at least one year of anticipated income; (ii) both worker’s compensation insurance to the applicable statutory limit, if any, and employer’s liability insurance to the limit of $1,000,000 per occurrence; (iii) commercial general liability insurance (occurrence based) insuring Tenant against any liability arising out of its use, occupancy or maintenance of the Premises or Building, or the business operated by Tenant pursuant to the Lease, and providing coverage for death, bodily injury and disease, property damage or destruction (including loss of use), products and completed operations liability, contractual liability which includes all of Tenant’s indemnity obligations under this Lease (and the certificate evidencing Tenant’s insurance coverage shall state that the insurance includes the liability assumed by Tenant under this Lease), fire liability and advertising injury liability damage with a combined single limit of no less than $5,000,000 (or in the alternative a primary policy combined single limit of $2,000,000 with an Excess Limits (Umbrella) Policy in the amount of no less than $3,000,000); and (iv) Business Automobile Liability Insurance for Tenant owned vehicles (only) in the amount of $1,000,000 combined single limit (property damage and liability). The amount of any deductible or self-insured retention for the coverages described in (i) and (iii) shall not exceed Five Thousand Dollars ($5,000.00), and any deductible or self-insurance provisions under any other insurance policies required to be maintained by Tenant hereunder shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed.

B.Additional Requirements.

(i)  All insurance required to be carried by Tenant hereunder shall include the following provisions:  (a) shall name Landlord, Landlord’s property manager, and Landlord’s lender (if any) as additional insureds; (b) shall release Landlord (and its property manager and lender, if any) from any claims for damage to business or to any person or the Premises, the Building and the Property and to Tenant’s fixtures, personal property, improvements and alterations in or on the Premises, caused by or resulting from risks insured against under any insurance policy carried by Tenant in force at the time of such damage; (c) shall be issued by Insurance companies authorized to do business in the State of Colorado, with  policyholder ratings not lower than “A-” and financial ratings not lower than “VII” in Best’s Insurance Guide (latest edition in effect as of the date of this Lease and subsequently in effect as of the date of renewal of the required policies); (d) Shall be issued as (and separately endorsed as) a primary and noncontributory policy as such policies apply to Landlord (except for workers compensation); and (e) if commercially available to Tenant, shall contain an endorsement that the insurer will deliver Landlord seven (7) days prior written notice of any cancellation of such policy, and in any event, Tenant shall provide Landlord with at least thirty (30) days’ prior written notice of any material change, cancellation, non-

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renewal or reduction in coverage of Tenant’s insurance.  Tenant shall deliver certificates of such policies together with evidence of payment of all current premiums to Landlord within thirty (30) days of execution of this Lease.  Any certificate of insurance shall designate Tenant as the insured, specify the Premises location, list Landlord (and its property manager and lender, if any) as additional insureds (with the additional insured endorsement attached thereto), and list Landlord with Landlord’s current address as “Certificate Holder.”  Tenant shall take all necessary steps to renew all insurance at least thirty (30) days prior to such insurance expiration dates and shall provide Landlord a copy of the renewed certificate, prior to said policy’s expiration date.  If Tenant fails at any time to maintain the insurance required by this Lease, and fails to cure such default within five (5) business days of written notice from Landlord then, in addition to all other remedies available under this Lease and applicable law, Landlord may purchase such insurance on Tenant’s behalf and the cost of such insurance shall be Additional Rent due within ten (10) days of written invoice from Landlord to Tenant.

(ii)It is expressly understood and agreed that the coverages required by this Section 11 represent Landlord’s minimum requirements and such are not to be construed to void or limit Tenant’s obligations contained in this Lease, including without limitation Tenant’s indemnity obligations hereunder. Neither shall (a) the insolvency, bankruptcy or failure of any insurance company carrying Tenant, (b) the failure of any insurance company to pay claims occurring nor (c) any exclusion from or insufficiency of coverage be held to affect, negate or waive any of Tenant’s indemnity obligations under this Lease or any other provision of this Lease. Landlord reserves the right to require Tenant provide evidence of any additional insurance as it reasonably deems appropriate, as well as the right to require an increase in the amounts of insurance or the insurance coverages as Landlord may reasonably request from time to time, but not in excess of the requirements of prudent landlords or lenders for similar tenants occupying similar premises in the Boulder metropolitan area.  Tenant’s occupancy of the Premises without delivering the certificates of insurance shall not constitute a waiver of Tenant’s obligations to provide the required coverages.  If Tenant provides to Landlord a certificate that does not evidence the coverages required herein, or that is faulty in any respect, such shall not constitute a waiver of Tenant’s obligations to provide the proper insurance

C.Waiver of Subrogation.  Landlord and Tenant release and relieve the other, and waive the entire right of recovery for loss or damage to property located within or constituting a part or all of the Premises, the Building or the Property to the extent that the loss or damage is actually covered (and claim amount recovered, or would have been recovered had the party maintained the insurance required to be maintained hereunder) by commercial insurance carried by either party and in force at the time of such loss or damage.  This waiver applies whether or not the loss is due to the negligent acts or omissions of Landlord or Tenant, or their respective officers, directors, employees, agents, contractors, or invitees.  Each of Landlord and Tenant shall have their respective property insurers endorse the applicable insurance policies to reflect the foregoing waiver of claims, provided, however, that the endorsement shall not be required if the applicable policy of insurance permits the named insured to waive rights of subrogation on a blanket basis, in which case the blanket waiver shall be acceptable.

D.Landlord’s Insurance.  Landlord shall maintain Commercial General Liability insurance applicable to the Property, All Risk Property Insurance on the Building, and such other insurance coverage as Landlord, in its reasonable judgment, may elect to maintain, the premiums of which shall be included in Expenses, all in such amounts as are deemed reasonable by Landlord.  The foregoing insurance and any other insurance carried by Landlord may be effected by a policy or policies of blanket insurance and shall be for the sole benefit of Landlord and under Landlord’s sole control.  Consequently, Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder.

SECTION 12:  CASUALTY DAMAGE

In the event the Building or Premises shall be destroyed or rendered untenantable, either wholly or in part, by fire or other casualty, unless this Lease is terminated as provided below, Landlord shall restore the Building or Premises to as near their previous condition as is reasonably possible and in the meantime the Rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the whole thereof, provided, such abatement (i) shall apply only to the extent the Premises are untenantable for the purposes permitted under this Lease and not used by Tenant as a result thereof, and (ii) shall not apply if Tenant or any other occupant of the Premises or any of their agents, employees, invitees, transferees or contractors caused the damage through such party’s gross negligence or willful misconduct.  Landlord shall have the right to terminate this Lease if:  (1) the Building shall be significantly damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises have been damaged) and Landlord is terminating all of the office leases for the Building; (2) Landlord is not permitted by Law to rebuild the Building in substantially the same form as existed before the fire or casualty; (3) the Premises have been materially damaged and there is less than two (2) years of the Term remaining on the date of the casualty; (4) any Lender requires that all or substantially all of the insurance proceeds be applied to the payment of the mortgage debt; (5) an uninsured loss of the Building occurs; or (6) in Landlord’s estimation the Premises or Building cannot be restored within one hundred twenty (120) days after the casualty has occurred.  Landlord may exercise its right to terminate this Lease by notifying Tenant in writing as soon as reasonably practicable but no later than sixty (60) days after the date of the casualty.  However, if in Landlord’s estimation the Premises cannot be restored and access granted to Tenant for the Permitted Use within one hundred twenty (120) days following such destruction, but Landlord does not elect to

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terminate the Lease as provided above, Landlord shall notify Tenant (including providing the Outside Restoration Date, as hereinafter defined) and Tenant may terminate this Lease (regardless of Landlord’s intent to restore) by delivery of notice to Landlord within thirty (30) days of Landlord’s notice.  Such restoration by Landlord shall not include replacement of furniture, equipment or other items that do not become part of the Building or any improvements to the Premises in excess of those provided for in the allowance for building standard items.  If Landlord elects to restore the Building and/or Premises, as the case may be, then Landlord shall promptly begin such restoration and shall proceed with reasonable diligence to restore the Building and/or Premises, as applicable, in accordance with the terms of this Section 12.  Tenant agrees that the abatement of Rent and termination right as provided herein shall be Tenant’s sole and exclusive recourse in the event of such damage, and Tenant waives any other rights Tenant may have under applicable Law to perform repairs or terminate the Lease by reason of damage to the Building or Premises.  Notwithstanding the foregoing, if Landlord elects or is required to restore the Building and/or Premises, as applicable, and if Tenant does not terminate the Lease in the circumstances in which is it permitted to terminate the Lease as provided above, and Landlord fails to complete such restoration within the later of (a) one hundred twenty (120) days following the date of destruction or damage or (b) the time set forth in Landlord’s restoration notice as the estimated date of restoration (the “Outside Restoration Date”), then Tenant shall have the right to terminate the Lease upon written notice delivered to Landlord at any time after the Outside Restoration Date and prior to Landlord’s completion of such restoration, such termination to be effective forty-five (45) days after the date of delivery of the notice; provided, however, if Landlord completes such repairs prior to the expiration of the forty-five (45) day notice period, Tenant’s right to terminate shall be null and void.  In addition, and notwithstanding anything to the contrary contained above in this Section 12, Tenant shall have the right to terminate this Lease if: (i) the Premises are damaged by casualty in the last two (2) years of the Term; (ii) Landlord does not elect to terminate this Lease as provided above; and (iii) in Landlord’s good faith opinion, the Premises cannot be restored within the earlier to occur of (i) ninety (90) days after the date of such damage, or (ii) the Expiration Date.  If Tenant elects to terminate this Lease as provided in the preceding sentence, it must give notice to Landlord no later than thirty (30) days after it receives Landlord’s notice of timing for repair of the damage or it will be deemed to have waived its right to terminate this Lease.

SECTION 13:  CONDEMNATION

If at least forty percent (40%) of the rentable area of the Premises or access to the Premises shall be taken by power of eminent domain or condemned by a competent authority or by conveyance in lieu thereof for public or quasi-public use (“Condemnation”), including any temporary taking for a period of one year or longer, this Lease shall terminate on the date possession for such use is so taken.  If: (i) less than forty percent (40%) of the Premises is taken, but the taking includes or affects a material portion of the Building or Property, or the economical operation thereof, (ii) less than forty percent (40%) of the Premises are taken and in the reasonable judgment of Landlord the remaining Premises are not usable for the business of Tenant, or (iii) the taking is temporary but will be in effect for more than thirty (30) days, then in either such event, Landlord may elect to terminate this Lease upon at least thirty (30) days’ prior notice to Tenant.  If more than one (1) full floor of the Premises is permanently taken in Condemnation, and if Landlord does not elect to terminate this Lease as provided above, then Tenant may elect to terminate this Lease upon at least thirty (30) days’ prior notice to Landlord.  The parties further agree that: (a) if this Lease is terminated, all Rent shall be apportioned as of the date of such termination or the date of such taking, whichever shall first occur, (b) if the taking is temporary, Rent shall not be abated for the period of the taking, but Tenant may seek a condemnation award therefor (and the Term shall not be extended thereby), and (c) if this Lease is not terminated but any part of the Premises is permanently taken, the Rent shall be proportionately abated based on the square footage of the Premises so taken.  Landlord shall be entitled to receive the entire award or payment in connection with such Condemnation and Tenant hereby assigns to Landlord any interest therein for the value of Tenant’s unexpired leasehold estate or any other claim and waives any right to participate therein, and Tenant shall make no claim against Landlord for termination of the leasehold interest or interference with Tenant’s business.  Tenant, however, shall have the right to claim damages from the condemning authority for a temporary taking of the leasehold as described above, for moving expenses and any taking of Tenant’s personal property and for the interruption to Tenant’s business, but only if such damages are awarded separately in the eminent domain proceeding and not as part of the damages recovered by Landlord.

SECTION 14:  ASSIGNMENT AND SUBLETTING

A.Consent Required.  Tenant shall not, without the prior written consent of Landlord,  assign this Lease or any interest therein, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant or otherwise transfer this Lease (collectively “transfer”).  Such consent shall not be unreasonably withheld, conditioned or delayed, except as otherwise provided in this Section 14.  Consent to one such transfer shall not destroy or waive this provision, and all subsequent transfers shall likewise be made only upon obtaining prior written consent of Landlord, except as expressly otherwise set forth in his Lease.  Subtenants or assignees shall become directly liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant of any liability.

B.Transfers.  If Tenant is a corporation, then any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, or power to vote, the majority of its outstanding voting stock, shall constitute an assignment for the purpose of this Section 14.  If Tenant is a partnership or limited liability company, any transfer of this Lease by merger, consolidation, liquidation or dissolution, or any change in the ownership of a majority of the partnership or membership interests, shall

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constitute an assignment for the purposes of this Section 14.  This Section 14(B) shall not apply if Tenant’s stock is listed on a recognized security exchange or if at least eighty percent (80%) of its stock is owned by a corporation whose stock is listed on a recognized security exchange.  Notwithstanding the foregoing, Tenant may assign this Lease or sublease all or any part of the Premises to (i) an Affiliate (hereinafter defined) or (ii) a successor by merger, consolidation or other similar business reorganization, or (iii) the purchase of all or substantially all of the Tenant’s stock (or other membership interests) or assets, each without the prior consent of Landlord (each, a “Permitted Transfer”) provided the following conditions are satisfied as reasonably determined by Landlord:  (i) in the case of a merger, consolidation or similar business reorganization, Tenant’s successor shall own all or substantially all of the assets of Tenant (or, in the case of a sale of only a portion of Tenant (i.e., a particular business line), such successor shall own all or substantially all of the assets of such business line); (ii) such Affiliate or successor shall have a net worth which is at least equal to Tenant’s net worth at the date of this Lease; (iii) Tenant is not then in default of this Lease (beyond any applicable notice and cure period), (iv) the use by the proposed transferee will be for the Permitted Use; (v) the transfer will not directly or indirectly cause Landlord to be in breach of any exclusive use provisions contained in any other leases either at the Building or any other buildings owned by Landlord or its affiliated companies which exclusive use provisions affect the Building (collectively, the “Applicable Exclusive Use Provisions”) in effect at the time of the transfer (and, in connection with the foregoing, Landlord agrees to provide Tenant with a list of then-existing Applicable Exclusive Use Provisions within ten (10) business days after written request from Tenant); and (vi) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information reasonably necessary for Landlord to determine that the requirements of this subsection have been satisfied, including if applicable, the qualification of such proposed transferee as an Affiliate of Tenant.  The term “Affiliate” means any person or entity controlling, controlled by or under common control with Tenant.  If requested by Landlord, the Affiliate or successor shall sign a commercially reasonable form of assumption agreement.

C.Recapture.  Except in connection with a Permitted Transfer, if Tenant at any time desires to transfer this Lease or any part thereof, it shall first notify Landlord in writing of its desire to do so, and if such proposed transfer is an assignment of this Lease or a sublease of all or substantially all of the Premises for all or substantially all of the remainder of the Term (such proposed transfer, a “Recapture Transfer”), offer Landlord the right to recapture, at the per square foot rental for the space then applicable pursuant to this Lease or the rental which Tenant proposed to obtain whichever is lower, for all or any part of the Premises which Tenant desires to assign or sublet.  Tenant’s notice to Landlord shall specify (i) the name and business of the proposed assignee or sublessee, (ii) the amount and location of the space affected, (iii) the proposed effective date and duration of the subletting or assignment, and (iv) the proposed rental to be paid to Tenant by such sublessee or assignee.  Landlord, upon receipt of such notice, and if such notice identifies a Recapture Transfer, shall have the option, to be exercised within fifteen (15) days from the date of the receipt of such notice, to require Tenant to execute an assignment to Landlord of this Lease (if Tenant desires to assign this Lease) or a sublease to Landlord of the Premises or such portion thereof as Tenant desires to sublet with the right of Landlord to sublease to others, or anyone designated by Landlord.  If in the case of a Recapture Transfer Landlord exercises such option and such assignment or sublease is at the rental specified in this Lease, Tenant shall be released of all further liability hereunder, from and after the effective date of such assignment or sublease, with respect to that portion of the Premises included therein.  If Landlord does not exercise such option within such time, or if the proposed transfer is not a Recapture Transfer, Tenant may thereafter assign this Lease or sublet the premises involved, provided Landlord consents thereto, but at a rental not less than offered to Landlord in the notice and not later than one hundred twenty (120) days after delivery of the aforesaid notice unless a further notice is given.  In the event Landlord does not exercise its right to terminate this Lease or to sublet a portion of the Premises from Tenant in the event of a Recapture Transfer and Landlord has granted its written consent, Tenant may assign this Lease or sublet all or a portion of the Premises in accordance with Landlord’s consent.  Fifty percent (50%) of any Rent accruing to Tenant as a result of such assignment or sublease which is in excess of the Rent then being paid by Tenant to Landlord, or in excess of the pro rata share of Rent then being paid by Tenant for the portion of the Premises being sublet, after deducting therefrom any reasonable costs associated with such transfer (i.e., leasing commissions, tenant improvement allowances, attorneys fees, and any other incidental transaction costs), shall be paid by Tenant to Landlord monthly as Additional Rent.

D.Costs.  Whether or not Landlord consents to a proposed transfer (or exercises its right to recapture), Tenant shall reimburse Landlord on demand for any and all out-of-pocket costs that may be incurred by Landlord in connection with any proposed transfer including, without limitation, the cost of investigating the acceptability of the proposed transferee and Landlord’s reasonable attorneys’ fees incurred in connection with each proposed transfer, in each instance up to an amount not to exceed $1,500.00.

E.Notice.  Any notice or request to Landlord with respect to a proposed assignment or sublease shall contain the name of the proposed assignee or subtenant (collectively “transferee”), the nature of the proposed transferee’s business to be conducted at the Premises, and the terms and provisions of the proposed transfer.  Tenant shall also provide Landlord with a copy of the proposed transfer documents when available, and such financial and other information with respect to the proposed transferee and transfer that Landlord may reasonably require.

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F.Consent.  Notwithstanding the foregoing, in the event of a proposed transfer, if Landlord does not exercise its option under Section 14(C), then Landlord will not unreasonably withhold its consent thereto if (a) Tenant is not then in default of this Lease (beyond any applicable cure period), (b) the use by the proposed transferee will be for the Permitted Use, (c) the proposed transferee is reputable and of sound financial condition, (d) the transfer will not directly or indirectly cause Landlord to be in breach of any Applicable Exclusive Use Provisions in effect at the time of the transfer (and, in connection with the foregoing, Landlord agrees to provide Tenant with a list of then-existing Applicable Exclusive Use Provisions within ten (10) business days after written request from Tenant); and (e) the proposed transferee is not an existing tenant or subtenant of any other premises located on the Property or, if the proposed transferee is an existing tenant or subtenant, if Landlord is unable to accommodate such party with other space in the Building.  In all other cases, Landlord may withhold consent in its sole discretion.

G.Terms.  Any option(s) granted to Tenant in this Lease or any option(s) granted to Tenant in any amendments to this Lease, to the extent that said option(s) have not been exercised, shall terminate and be voided in the event this Lease is assigned, or any part of the Premises are sublet, or Tenant’s interest in the Premises are otherwise transferred, except in connection with any Permitted Transfer or unless otherwise agreed to by Landlord.

SECTION 15:  PERSONAL PROPERTY, RENT AND OTHER TAXES

Tenant shall pay prior to delinquency all taxes, charges or other governmental impositions assessed against, levied upon or otherwise imposed upon or with respect to all fixtures, furnishings, personal property, systems and equipment located in or exclusively serving the Premises, and any improvements made to the Premises under or pursuant to the provisions of this Lease.  Whenever possible, Tenant shall cause all such items to be assessed and billed separately from the other property of Landlord.  In the event any such items shall be assessed and billed with the other property of Landlord, Tenant shall pay Landlord its share of such taxes, charges or other governmental impositions within ten (10) days after Landlord delivers a statement and a copy of the assessment or other documentation showing the amount of impositions specifically identified as applicable to Tenant’s property. Tenant shall pay any rent tax, sales tax, service tax, transfer tax, value added tax, or any other applicable tax on the Rent, utilities or services herein, the privilege of renting, using or occupying the Premises, or collecting Rent therefrom, or otherwise respecting this Lease or any other document entered in connection herewith.

SECTION 16:  DEFAULT AND LANDLORD’S REMEDIES

A.Default.  The occurrence of any one or more of the following events shall constitute a “Default” by Tenant and shall give rise to Landlord’s remedies set forth in Section 16(B) below: (i) failure to make when due any payment of Rent, unless such failure is cured within five (5) days after notice from Landlord; (ii) failure to observe or perform any term or condition of this Lease other than the payment of Rent (or the other matters expressly described herein), unless such failure is cured within any period of time following notice expressly provided with respect thereto in other Sections hereof, or otherwise within a reasonable time, but in no event more than thirty (30) days following notice from Landlord (provided, if the nature of Tenant’s failure is such that more time is reasonably required in order to cure, Tenant shall not be in Default if Tenant commences to cure promptly within such period and thereafter diligently pursues its completion); (iii) failure to cure upon such shorter notice period as set forth in Landlord’s notice to Tenant (which notice shall be at least three business days unless the condition, in Landlord’s reasonable judgment, may cause imminent danger to person or property, and shall also contain Landlord’s reasoning for the shorter notice period) any condition which is hazardous, interferes with another tenant or the operation or leasing of the Property, or may cause the imposition of a fine, penalty or other remedy on Landlord or its agents or affiliates (provided, except in a situation where there is imminent danger to person or property, if the nature of Tenant’s failure is such that more time is reasonably required in order to cure, Tenant shall not be in Default if Tenant commences to cure promptly within such period set forth in Landlord’s notice and thereafter diligently pursues its completion); (iv) [intentionally omitted]; or (v) Tenant filing by or for reorganization or arrangement under any Law relating to bankruptcy or insolvency (unless, in the case of a petition filed against Tenant, the same is dismissed within ninety (90) days); or (b) Tenant’s or any Guarantor’s insolvency or failure, or admission of an inability, to pay debts as they mature.  Additionally, if Tenant violates the same term or condition of this Lease on two (2) occasions during any twelve (12) month period, Landlord shall have the right to exercise all remedies for any violations of the same term or condition during the next twelve (12) months without providing further notice or an opportunity to cure.  The notice and cure periods provided herein are intended to satisfy any and all notice requirements imposed by Law on Landlord and are in lieu of, and not in addition to, any notice and cure periods provided by Law; provided, Landlord may elect to comply with such notice and cure periods provided by Law. In the event of Tenant’s Default, and in addition to any other amounts or remedies that Landlord may be entitled to, Landlord shall be entitled to recover from Tenant, Landlord’s reasonable costs and reasonable attorney fees incurred in enforcing this Lease or otherwise arising from Tenant’s Default.

B.Remedies.  If a Default occurs, Landlord shall have the rights and remedies hereinafter set forth to the extent permitted by Law, which shall be distinct, separate and cumulative with and in addition to any other right or remedy allowed under any Law or other provision of this Lease:

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1.Landlord may terminate Tenant’s right to possession without termination of this Lease, or Landlord may terminate this Lease and Tenant’s right to possession, at any time following a Default; provided, no act of Landlord other than giving notice to Tenant with express statement of termination shall terminate this Lease or Tenant’s right to possession.  Acts of maintenance, efforts to relet the Premises or the appointment of a receiver on Landlord’s initiative to protect Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to possession.  Upon termination of Tenant’s right to possession, Landlord shall have the right to reenter the Premises and recover from Tenant in addition to any other monies provided herein or at Law:  (a) the Worth of the unpaid Rent that had been earned by Landlord at the time of termination of Tenant’s right to possession; (b) the Worth of the amount of the unpaid Rent that would have been earned after the date of termination of Tenant’s right to possession through the expiration of the Lease Term; and (c) all other expenses incurred by Landlord on account of Tenant’s Default, including without limitation any Costs of Reletting (defined below) and Landlord’s attorney fees and collection costs.  The “Worth” as used for item (a) above is to be computed by allowing interest at the rate of fifteen percent (15%) to accrue on all such unpaid Rent (or such lesser rate required by Law, if any).  The Worth as used for item (b) above is to be computed by calculating the net present value of Rent discounted at the discount rate of the Federal Reserve Bank of San Francisco at the time of termination of Tenant’s right of possession.

2.In the event Landlord has made improvements to the Premises for the use and occupancy of Tenant and the Lease is terminated prior to the third (3rd) anniversary of the Commencement Date, then in addition to all other damages and rents to which Landlord shall be entitled on account of Tenant’s Default, Landlord shall also be entitled to recover from Tenant a sum equal to the unamortized cost of the Improvement Allowance remaining for the unexpired portion of the Term, said sum being computed by applying the percentage which the unexpired portion of the Lease Term bears to the total scheduled Lease Term.

3.In the event of any such reentry by Landlord, Landlord may, at Landlord’s option, require Tenant to remove from the Premises any of Tenant’s property located thereon.  If Tenant fails to do so within two (2) business days after Landlord’s written request therefor, Landlord shall not be responsible for the care or safekeeping thereof and may remove any of the same from the Premises and place the same elsewhere in the Building or in storage in a public warehouse at the cost, expense and risk of Tenant with authority to the warehouseman to sell the same in the event that Tenant shall fail to pay the cost of transportation and storage, all in accordance with the rules and regulations applicable to the operation of a public warehouseman’s business.  In any and all such cases of reentry Landlord may make any repairs in, to or upon the Premises which may be reasonably necessary, desirable or convenient to re-let the Premises, and Tenant hereby waives any and all claims for damages which may be caused or occasioned by such reentry or to any property in or about the Premises or any part thereof.

4.Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord’s right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not therefor reduced to judgment.  Landlord may pursue one or more remedies against Tenant and need not make an election of remedies.  All rent and other consideration paid by any replacement tenants shall be applied at Landlord’s option: (i) first, to the Costs of Reletting (defined below), (ii) second, to the payment of all costs and attorney fees of enforcing this Lease against Tenant, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord).  “Costs of Reletting” shall include without limitation, all reasonable costs and expenses incurred by Landlord for any repairs, improvements or other matters necessary to prepare the Premises for another tenant, brokerage commissions, advertising costs, attorneys’ fees, any economic incentives given to enter leases with replacement tenants.  With respect to reletting the Premises, Landlord shall only be required to use reasonable efforts that do not exceed such efforts Landlord generally uses to lease other space in the Building, Landlord may continue to lease other portions of the Building or other projects owned or managed by Landlord in the same vicinity before reletting all or a portion of the Premises, and Landlord shall not be required to relet at rental rates less than Landlord’s then-existing rates for new leases or terms less favorable to Landlord than those contained herein.  The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease.

SECTION 17:  SUBORDINATION, ATTORNMENT AND LENDER PROTECTION

This Lease is subject and subordinate to all Mortgages now or hereafter placed upon the Property, Building, Premises or any interest of Landlord therein, and all other encumbrances, and matters of public record applicable to the Property, Building or Premises. Whether before or after any foreclosure or power of sale proceedings are initiated or completed by any Lender or a deed in lieu is granted (or any ground lease is terminated), Tenant agrees upon written request of any such Lender or any purchaser at such sale, to attorn and pay Rent to such party, and recognize such party as Landlord (provided such Lender or purchaser shall agree not to disturb Tenant’s occupancy so long as Tenant does not Default hereunder, on a form customarily used by, or otherwise reasonably acceptable to, such party).  However, in the event of attornment, no Lender shall be: (i) liable for any act or omission of Landlord, or subject to any offsets or defenses which Tenant might have against Landlord (arising prior to such Lender becoming

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Landlord under such attornment), (ii) liable for any security deposit or bound by any prepaid Rent not actually received by such Lender, or (iii) bound by any modification of this Lease not consented to by such Lender.  Any Lender may elect to make this Lease prior to the lien of its Mortgage by written notice to Tenant, and if the Lender of any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage; such elections shall be effective upon written notice to Tenant, or shall be effective as of such earlier or later date set forth in such notice. Tenant agrees to give any Lender by certified mail, return receipt requested, a copy of any notice of default served by Tenant upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of service on Tenant of a copy of an assignment of leases, or otherwise) of the address of such Lender.  Tenant further agrees that if Landlord shall have failed to cure such default within the time permitted Landlord for cure under this Lease, any such Lender whose address has been provided to Tenant shall have an additional period of thirty (30) days in which to cure (or such additional time as may be required due to causes beyond such Lender’s control, including time to obtain possession of the Property by appointment of receiver, power of sale or judicial action).  Should any current or prospective Lender require a modification or modifications to this Lease which will not cause an increased cost or otherwise materially and adversely change the rights and obligations of Tenant hereunder, Tenant agrees that this Lease shall be so modified.  Except as expressly provided to the contrary herein, the provisions of this Section shall be self-operative; however Tenant shall execute and deliver, within ten (10) business days after requested, such documentation as Landlord or any Lender may reasonably request from time to time, whether prior to or after a foreclosure or power of sale proceeding is initiated or completed, a deed in lieu is delivered, or a ground lease is terminated, in order to further confirm or effectuate the matters set forth in this Section in recordable form.  Tenant hereby waives the provisions of any Law (now or hereafter adopted) which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder if foreclosure or power of sale proceedings are initiated, prosecuted or completed.  Landlord agrees to use commercially reasonable efforts, upon Tenant’s written request and at Tenant’s cost, to obtain a subordination, non-disturbance and attornment agreement from any current or future Lender on such Lender’s standard form.

SECTION 18:  ESTOPPEL CERTIFICATES

Tenant shall from time to time, within ten (10) business days after written request from Landlord, execute, acknowledge and deliver a statement certifying: (i) that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease as so modified, is in full force and effect (or specifying the ground for claiming that this Lease is not in force and effect), (ii) the dates to which the Rent has been paid, and the amount of any Security Deposit, (iii) that Tenant is in possession of the Premises, and paying Rent on a current basis with no offsets, defenses or claims, or specifying the same if any are claimed, (iv) that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord or Tenant which are pertinent to the request, or specifying the same if any are claimed, and (v) certifying such other matters as may be reasonably requested.  Any such statement may be relied upon by any such parties.  If Tenant shall fail to execute and return such statement within the time required herein (or to otherwise respond with any requested revisions to the statement), Tenant shall be deemed to have agreed with the matters set forth therein (which shall not be in limitation of Landlord’s other remedies).

SECTION 19:  RIGHTS RESERVED BY LANDLORD

Except to the extent expressly limited herein, Landlord reserves full rights to control the Property (which rights may be exercised without subjecting Landlord to claims for constructive eviction, abatement of Rent, damages or other claims of any kind), including more particularly, but without limitation, the following rights:

A.General Matters.  To: (i) change the name or street address of the Building or Property or designation of the Premises, (ii) install and maintain signs on the exterior and interior of the Building or Property, and grant any other person the right to do so, (iii) retain at all times and, subject to the provisions of Section 19.B,  use in appropriate instances, keys to all doors within and into the Premises, (iv) grant to any person the right to conduct any business or render any service at the Property, whether or not the same are similar to the use permitted Tenant by this Lease, (v) grant any person the right to use separate security personnel and systems respecting access to their premises, (vi) have access for Landlord to any mail chutes located on the Premises according to the rules of the United States Postal Service (and to install or remove such chutes), and (vii) in case of fire, invasion, insurrection, riot, civil disorder, emergency or other dangerous condition, or threat thereof, temporarily: (a) limit or prevent access to the Building or Property or Premises, (b) shut down elevator service, (c) activate elevator emergency controls, and (d) otherwise take such action or preventative measures deemed reasonably necessary by Landlord for the safety of tenants of the Building or Property or the protection of the Building or Property and other property located thereon or therein (but this provision shall impose no duty on Landlord to take such actions, and no liability for actions taken in good faith).

B.Access to Premises. To enter the Premises in order to: (i) inspect the Premises to ensure that the Premises comply with the requirements of this Lease, (ii) supply cleaning service or other services to be provided Tenant hereunder, (iii) show the Premises to current and prospective Lenders, insurers, purchasers, tenants, brokers and governmental authorities; provided, however, so long as Tenant is not in Default hereunder, Landlord shall not access the Premises to show the same to prospective tenants prior to the last six (6) months of the Term without Tenant’s prior consent, (iv) decorate, remodel or alter the Premises if Tenant shall permanently vacate the same during the last sixty

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(60) days of the Term (without thereby terminating this Lease) (provided, in such instance Tenant shall not be liable for Landlord’s activities in the Premises if Landlord elects to enter without terminating this Lease), and (v) perform any work or take any other actions under Section 19(C) below, or exercise other rights of Landlord under this Lease or applicable Laws.  However, Landlord shall: (a) provide reasonable advance written notice (which may be given via e-mail to Tenant’s designated representative and which shall in no event be less than 48 hours) to Tenant’s on site manager or other appropriate person and allow a representative of Tenant to be present during any such entry (except in emergencies and for any regularly-scheduled service provided by Landlord), (b) take reasonable steps to minimize any disruption to Tenant’s business, use, occupancy or access to the Premises, and following completion of any work, repair and restore any damage to the Premises or Tenant’s property (to the extent not covered by the insurance Tenant is required to maintain hereunder) caused by such work and shall return Tenant’s leasehold improvements, fixtures, property and equipment to the original locations and condition to the fullest extent reasonably possible, and (c) shall not change or modify the configuration or reduce the square footage of the Premises, unless required by Laws or other causes beyond Landlord’s reasonable control (and in the event of any permanent material reduction, the Rent and other rights and obligations of the parties based on the square footage of the Premises shall be proportionately reduced).  Tenant shall not place partitions, furniture or other obstructions in the Premises which may unreasonably prevent or impair Landlord’s access to the Systems and Equipment for the Property or the systems and equipment for the Premises.  If Tenant requests in writing that any such access occur before or after Landlord’s regular business hours and Landlord approves, Tenant shall pay all reasonable out-of-pocket overtime and other additional costs incurred by Landlord in connection therewith.

C.Changes To The Property.  To: (i) paint and decorate, (ii) perform repairs or maintenance, and (iii) make replacements, restorations, renovations, alterations, additions and improvements, structural or otherwise (including freon retrofit work), in and to the Building or Property or any part thereof, including any adjacent building, structure, facility, land, street or alley, or change the uses thereof (including changes, reductions or additions of corridors, entrances, doors, lobbies, parking facilities and other areas, structural support columns and shear walls, elevators, stairs, escalators, mezzanines, solar tint windows or film, kiosks, planters, sculptures, displays, and other amenities and features therein, and changes relating to the connection with or entrance into or use of the Building or Property or any other adjoining or adjacent building or buildings, now existing or hereafter constructed).  In connection with such matters, Landlord may among other things erect scaffolding, barricades and other structures, open ceilings, close entry ways, restrooms, elevators, stairways, corridors, parking and other areas and facilities, and take such other actions as Landlord deems appropriate. However, in effectuating any of the foregoing rights, Landlord shall: (a) use commercially reasonable efforts to minimize any disruption to Tenant’s business operations in or access to the Premises, which shall include, without limitation, taking reasonable steps to minimize any interference with or denial of access to the Premises, except when necessary on a temporary basis (and in such case Landlord shall use commercially reasonable efforts to limit such denial of access to during non-normal business hours), and (b) in connection with entering the Premises shall comply with Section 19(B) above.

D.New Premises.  Intentionally omitted.

E.Redevelopment.  Intentionally omitted.

SECTION 20:   LANDLORD’S RIGHT TO CURE

If Landlord shall fail to perform any obligation under this Lease required to be performed by Landlord, Landlord shall not be deemed to be in default hereunder nor subject to any claims for damages of any kind, unless such failure shall have continued for a period of thirty (30) days after notice thereof by Tenant (provided, if the nature of Landlord’s failure is such that more time is reasonably required in order to cure, Landlord shall not be in default if Landlord commences to cure within such thirty (30) day period and thereafter diligently seeks to cure such failure to completion).  If Landlord shall default and shall fail to cure as provided herein, Tenant shall have such rights and remedies as may be available to Tenant under applicable Laws, subject to the other provisions of this Lease; provided, Tenant shall have no right of self-help to perform repairs or any other obligation of Landlord, and shall have no right to withhold, set-off, or abate Rent, or terminate this Lease, and Tenant hereby expressly waives the benefit of any Law to the contrary.

SECTION 21:  RELEASE AND INDEMNITY

A.Tenant’s Indemnity.  Subject to the provisions of Section 33(P), Tenant shall indemnify, defend (using legal counsel reasonably acceptable to Landlord) and save Landlord and its property manager (if any) harmless from all claims, suits, losses, damages, fines, penalties, liabilities and expenses (including Landlord’s personnel and overhead costs and reasonable attorneys fees and other costs incurred in connection with claims, regardless of whether such claims involve litigation) resulting from any actual or alleged injury (including death) of any person or from any actual or alleged loss of or damage to any property arising out of or in connection with (i) Tenant’s occupation, use or improvement of the Premises, or that of its employees, agents or contractors, (ii) Tenant’s breach of its obligations hereunder or (iii) any act or omission of Tenant or any subtenant, licensee, assignee or concessionaire of Tenant, or of any officer, agent, employee, guest or invitee of Tenant, or of any such entity in or about the Premises.  Notwithstanding the foregoing or anything in this Lease to the contrary, Tenant shall not be

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required to indemnify Landlord hereunder to the extent any such claim or loss is caused by the grossly negligent or willful acts or omissions of Landlord, its property manager, or their respective members, managers, shareholders, partners, directors, officers, agents, or employees.  This indemnity with respect to acts or omissions during the term of this Lease shall survive termination or expiration of this Lease.  Tenant shall promptly notify Landlord of casualties or accidents occurring in or about the Premises.  LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF SECTION 29 AND THIS SECTION 21 WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM.

B.Landlord’s Indemnity.  Subject to the provisions of Section 33(P), Landlord shall indemnify, defend (using legal counsel reasonably acceptable to Tenant) and save Tenant harmless from and against any and all claims, suits, losses, damages, fines, penalties, liabilities and expenses (including Tenant’s personnel and overhead costs and reasonable attorneys fees and other costs incurred in connection with claims, regardless of whether such claims involve litigation), excluding consequential damages, to the extent the same is directly caused by or arises from (wholly or in part) the gross negligence or willful misconduct of Landlord or its agents or employees.  The foregoing indemnity covers actions brought by Landlord’s own employees and is specifically and expressly intended to constitute waiver of Landlord’s immunity under Colorado’s Industrial Insurance Act, C.R.S. Title 8, to the extent necessary to provide Tenant with a complete and full indemnity from claims made by Landlord and its employees, to the extent provided herein.

C.Release. Tenant hereby fully and completely waives and releases all claims against Landlord for any losses or other damages sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises, including but not limited to:  any defect in or failure of Building equipment; any failure to make repairs; any defect, failure, surge in, or interruption of project facilities or services; any defect in or failure of Common Areas; broken glass; water leakage; the collapse of any Building component; any claim or damage resulting from Landlord’s repair, maintenance or improvements to any portion of the Building or Property; or any act, omission or negligence of co tenants, licensees or any other persons or occupants of the Building; provided only, that the release contained in this Section 21(C) shall not apply to claims for actual damage to persons or property (excluding consequential damages such as lost profits) resulting directly and solely from Landlord’s gross negligence or willful misconduct or from Landlord’s breach of its express obligations under this Lease which Landlord has not cured within a reasonable time after receipt of written notice of such breach from Tenant.

D.Definitions.  As used in any Section of this Lease establishing indemnity or release of Landlord, “Landlord” shall include Landlord, its partners, officers, agents, employees and contractors, and “Tenant” shall include Tenant and any person or entity claiming through Tenant.

SECTION 22:  RETURN OF POSSESSION

At the expiration or earlier termination of this Lease or Tenant’s right of possession, Tenant shall vacate and surrender possession of the entire Premises in good, neat and clean order and well-maintained condition, ordinary wear and tear and damage from fire or other insured casualty excepted, shall surrender all keys and key cards, and any parking transmitters, stickers or cards, to Landlord, and shall remove all personal property and office trade fixtures that may be readily removed without damage to the Premises or Property.  All improvements, fixtures and other items permanently installed by Tenant or Landlord under or with respect to this Lease, shall be the property of Tenant during the Term of this Lease,  but at the expiration or earlier termination of this Lease all such improvements, fixtures and other items shall become Landlord’s property, and shall remain upon the Premises (unless Landlord elects otherwise in accordance with the terms of this Lease), all without compensation, allowance or credit to Tenant.  If prior to such termination, and subject to the terms of Section 10(A) of this Lease, Tenant shall promptly remove such of the foregoing items as are designated in notice by Landlord and restore the Premises to substantially the condition prior to the installation of such items (ordinary wear and tear excepted) in a good and workmanlike manner.  If Tenant shall fail to perform any repairs or restoration, or fail to remove any items from the Premises required hereunder, Landlord may do so upon not less than 10 days prior written notice to Tenant and Tenant shall pay Landlord’s reasonable out-of-pocket charges therefor upon demand.  All property removed from the Premises by Landlord pursuant to any provisions of this Lease or any Law may be handled or stored by Landlord at Tenant’s expense, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. All property not removed from the Premises or retaken from storage by Tenant within thirty (30) days after expiration or earlier termination of this Lease or Tenant’s right to possession, shall at Landlord’s option be conclusively deemed to have been conveyed by Tenant to Landlord as if by bill of sale without payment by Landlord.

SECTION 23:  HOLDING OVER

Unless Landlord expressly agrees otherwise in writing, Tenant shall pay Landlord one hundred fifty hundred percent (150%) of the amount of Rent then applicable prorated on a per diem basis for each day Tenant shall fail to vacate or surrender possession of the Premises or any part thereof after expiration or earlier termination of this Lease, together with all damages sustained by Landlord on account thereof.  Notwithstanding the foregoing, provided that Tenant does not hold over in the Premises for more than one (1) month, Landlord hereby waives the right to proceed against Tenant for any claims made by any succeeding tenant, any lost profits and any other consequential damages relating to or

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arising from such one (1) month period.  Tenant shall pay such amounts on demand, and, in the absence of demand, monthly in advance.  The foregoing provisions, and Landlord’s acceptance of any such amounts, shall not serve as permission for Tenant to hold over, nor serve to extend the Term (although Tenant shall remain a tenant-at-sufferance bound to comply with all provisions of this Lease).  Landlord shall have the right at any time after expiration or earlier termination of this Lease, or Tenant’s right to possession, to reenter and possess the Premises and, except as expressly provided above regarding the waiver of Landlord’s right to proceed against Tenant for certain claims during the initial one (1) month period of holdover, Landlord shall have such other remedies for holdover as may be available to Landlord under other provisions of this Lease pursuant to applicable Laws.

SECTION 24:  NOTICES

Except as expressly provided to the contrary in this Lease, every notice or other communication to be given by either party to the other with respect hereto, shall be in writing and shall not be effective for any purpose unless the same shall be served personally, or by national air courier service, or United States certified mail, return receipt requested, postage prepaid, to the parties at the addresses set forth in Section 1, or such other address or addresses as Tenant or Landlord may from time to time designate by notice given as above provided.  Every notice or other communication hereunder shall be deemed to have been given as of the date delivered (or first refused) as evidenced by a receipt from such national air courier service or the United States Postal Service or immediately if personally delivered.  Notices not sent in accordance with the foregoing shall be of no force or effect until received by the foregoing parties at such addresses required herein.

SECTION 25:  REAL ESTATE BROKERS

Tenant represents that Tenant has dealt only with the broker, if any, designated in Section 1 (whose commission, if any, shall be paid by Landlord pursuant to separate agreement) as broker, agent or finder in connection with this Lease, and agrees to indemnify and hold Landlord harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from any claims or demands of any other broker, agent or finder with whom Tenant has dealt for any commission or fee alleged to be due in connection with its participation in the procurement of Tenant or the negotiation with Tenant of this Lease.  Landlord represents that Landlord has dealt only with the broker, if any, designated in Section 1 (whose commission, if any, shall be paid by Landlord pursuant to separate agreement) as broker, agent or finder in connection with this Lease, and agrees to indemnify and hold Tenant harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) arising from any claims or demands of any other broker, agent or finder with whom Landlord has dealt for any commission or fee alleged to be due in connection with its participation in the procurement of Tenant or the negotiation with Tenant of this Lease.  Landlord and Tenant recognize that it is possible that they may hereafter make additional agreements regarding further extension or renewal of this Lease or a new lease or leases for all or one or more parts of the Premises or other space in the Building (or other portions of the Property or other buildings managed by Landlord) for a term or terms commencing after the Commencement Date of this Lease.  It is also possible that Landlord and Tenant may hereafter modify this Lease to add additional space or to substitute other space for all or a portion of the Premises.  In the event any such additional agreements, modifications to this Lease, or new leases are made, Landlord shall have no obligation to pay any commission or other compensation to any broker or other party engaged by Tenant (including the brokers designated in Section 1) with respect to negotiating or representing Tenant in such matters, unless (a) such broker is involved in the transaction, (b) such broker has signed an exclusive brokerage agreement with Tenant, and (c) such broker signs an agreement with Landlord (or Landlord’s broker) regarding the brokerage commissions to be paid.  If Landlord enters into any subsequent written agreement regarding payment of subsequent commissions, Landlord shall pay any such commissions according to the terms of such subsequent written agreement, and nothing contained herein shall be deemed as prohibiting the entry into any such subsequent written agreements.  Nothing in this Section 25 shall be construed to require or otherwise obligate Landlord to consider or make any of the above-described additional agreements, modifications to this Lease, or new lease.

SECTION 26:  NO WAIVER

No provision of this Lease will be deemed waived by either party unless expressly waived in writing and signed by the waiving party.  No waiver shall be implied by delay or any other act or omission of either party.  No waiver by either party of any provision of this Lease shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and Landlord’s consent or approval respecting any action by Tenant shall not constitute a waiver of the requirement for obtaining Landlord’s consent or approval respecting any subsequent action.  Acceptance of Rent by Landlord directly or through any agent or lock-box arrangement shall not constitute a waiver of any breach by Tenant of any term or provision of this Lease (and Landlord reserves the right to return or refund any untimely payments if necessary to preserve Landlord’s remedies).  No acceptance of a lesser amount of Rent shall be deemed a waiver of Landlord’s right to receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying such check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the full amount due.  The acceptance of Rent or of the performance of any other term or provision from, or providing directory listings or services for, any person or entity other than Tenant shall not constitute a waiver of Landlord’s right to approve any Transfer.  No delivery to, or acceptance by, Landlord or its agents or employees of keys, nor any other act or omission

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of Tenant or Landlord or their agents or employees, shall be deemed a surrender, or acceptance of a surrender, of the Premises or a termination of this Lease, unless stated expressly in writing by Landlord.

SECTION 27:  SAFETY AND SECURITY DEVICES, SERVICES AND PROGRAMS

The parties acknowledge that safety and security devices, services and programs provided by Landlord, if any, while intended to deter crime and ensure safety, may not in given instances prevent theft or other criminal acts, or ensure safety of persons or property.  The risk that any safety or security device, service or program may not be effective, or may malfunction, or be circumvented by a criminal, is assumed by Tenant with respect to Tenant’s property and interests, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against such criminal acts and other losses and Landlord shall have no liability to Tenant for any loss, damage or expense Tenant may sustain due to the ineffectiveness or malfunction of any such safety or security device or program.  Tenant agrees to reasonably cooperate in any reasonable safety or security program developed by Landlord or required by Law.

SECTION 28:  TELECOMMUNICATION LINES

A.Telecommunication Lines.  No telecommunication or computer lines shall be installed within or without the Premises without Landlord’s prior consent in accordance with Section 10 or Exhibit C.  Landlord disclaims any representations, warranties or understandings concerning Landlord’s Building computer systems, or the capacity, design or suitability of Landlord’s riser Lines, Landlord’s main distribution frame (“MDF”) or related equipment.  If there is, or will be, more than one tenant on any floor, at any time, Landlord may allocate connections to the terminal block based on the proportion of square feet each tenant occupies on such floor, or the type of business operations or requirements of such tenants, in Landlord’s reasonable discretion.  Landlord may arrange for an independent contractor to review Tenant’s requests for approval to install any telecommunication or computer lines, monitor or supervise Tenant’s installation, connection and disconnection of any such lines, and provide other such services, or Landlord may provide the same. In each case, all such work shall be performed in accordance with Section 10.  At the expiration or earlier termination of this Lease, and at Landlord’s request which shall be made not less than thirty (30) days prior to the expiration or earlier termination of the Lease, Tenant at its cost shall remove all wires, cable or other computer or telecommunication lines or systems installed by or for Tenant and Tenant shall restore the Premises and Building to substantially the same condition existing prior to Tenant’s installation, ordinary wear and tear and damage from fire or other casualty excepted.

B.Limitation of Liability.  Unless due to Landlord’s intentional misconduct or grossly negligent acts, Landlord shall have no liability for damages arising, and Landlord does not warrant that the Tenant’s use of any telecommunication or computer lines or systems (“Lines”) will be free, from the following (collectively called “Line Problems”): (i) any eavesdropping, wire tapping or theft of long distance access codes by unauthorized parties, (ii) any failure of the Lines to satisfy Tenant’s requirements, or (iii) any capacitance, attenuation, cross talk or other problems with the Lines, any misdesignation of the Lines in the MDF room or wire closets, or any shortages, failures, variations, interruptions, disconnections, loss or damage caused by or in connection with the installation, maintenance, replacement, use or removal of any other Lines or equipment at the Building or Property by or for other tenants at the Property or Building, by any failure of the environmental conditions at or the power supply for the Building to conform to any requirements of the Lines  or any other problems associated with any  Lines  or by any other cause.  Under no circumstances shall any Line Problems be deemed an actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of any Rent or other charges under the Lease, or relieve Tenant from performance of Tenant’s obligations under the Lease as amended herein.  Landlord in no event shall be liable for any loss of profits, business interruption or other consequential damage arising from any Line Problems.

SECTION 29:  SUBSTANCES; DISRUPTIVE ACTIVITIES

A.Hazardous Substances.

1.Presence and Use of Hazardous Substances.  Tenant shall not, without Landlord’s prior written consent of Landlord’s sole discretion, keep on or around the Premises, Building or Property, for use, disposal, treatment, generation, storage or sale, any substances designed as, or containing components designated as, a “hazardous substance,” “hazardous material,” hazardous waste,” “regulated substance” or “toxic substance” (collectively referred to as “Hazardous Substances”).  With respect to any such Hazardous Substances, Tenant shall:  (i) [comply promptly, timely and completely with all Laws for reporting, keeping and submitting manifests, and obtaining and keeping current identification numbers; (ii) submit to Landlord true and correct copies of all reports, manifests and identification numbers at the same time as they are required to be and/or are submitted to the appropriate governmental authorities; (iii) only if Tenant is utilizing Hazardous Substances other that the Allowed Customary Hazardous Substances (as hereinafter defined), within fifteen (15) days of Landlord’s request, submit written reports to Landlord regarding Tenant’s use, storage, treatment, transportation, generation, disposal or sale of Hazardous Substances and provide evidence satisfactory to Landlord of Tenant’s compliance with all applicable Laws; (iv) allow Landlord or Landlord’s agent or representative to come on the Premises at all reasonable times (and subject to the provisions of Section 19.B hereof) to check

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Tenant’s compliance with all applicable Laws; (v) comply with minimum levels, standards or other performance standards or requirements which may be set forth or established for certain Hazardous Substances (if minimum standards or levels are applicable to Hazardous Substances present on the Premises, such levels or standards shall be established by an on-site inspection by the appropriate governmental authorities and shall be set forth in an addendum to this Lease); and (vi) comply with all applicable Laws regarding the proper and lawful use, sale, transportation, generation, treatment and disposal of Hazardous Substances. Notwithstanding the foregoing or anything contained in this Lease to the contrary, Tenant may (without Landlord’s consent) use de minimus quantities of materials such as adhesives, lubricants, ink, solvents and cleaning fluids of the kind and in amounts and in the manner customarily used in business offices in order to conduct its business at the Premises and to maintain and operate the business machines located in the Premises (the “Allowed Customary Hazardous Substances”) provided that such materials are used, stored and disposed of by Tenant strictly in accordance with applicable Laws.  Landlord represents to Tenant that, as of the date of this Lease, to Landlord’s actual knowledge, without further inquiry, that the Building and Property contain no reportable quantities of Hazardous Substances which require remediation in order for the Building and Property to comply with applicable environmental laws.

2.Monitoring Costs.  In the event that Landlord has a reasonable belief that Tenant is violating the terms and conditions of Section 29(A), then any and all reasonable out-of-pocket costs incurred by Landlord associated with Landlord’s monitoring of Tenant’s compliance with this Section 29, including Landlord’s reasonable attorneys’ fees and costs, shall be additional Rent and shall be due and payable to Landlord thirty (30) days after written demand by Landlord.

B.Cleanup Costs, Default and Indemnification.

1.Tenant shall be fully and completely liable to Landlord for any and all cleanup costs, and any and all other charges, fees, penalties (civil and criminal) imposed by any governmental authority with respect to Tenant’s use, disposal, transportation, generation and/or sale of Hazardous Substances, in or about the Premises, Building or Property.

2.Except in connection with Landlord’s gross negligence or willful misconduct, Tenant shall fully indemnify, defend and save Landlord and Landlord’s Lender, if any, harmless from any and all of the costs, fees, penalties and charges assessed against or imposed upon Landlord (as well as Landlord’s and Landlord’s Lender’s reasonable attorneys’ fees and costs) as a result of Tenant’s use, disposal, transportation, generation and/or sale of Hazardous Substances in violation of this Section 29.

3.Upon Tenant’s default under this Section 29, in addition to the rights and remedies set forth elsewhere in this Lease, Landlord shall be entitled to the following rights and remedies:  (i) at Landlord’s option, to terminate this Lease if such default is not cured within the time periods set forth in Section 16.A hereof; and/or (ii) to recover any and all damages associated with the default, including, but not limited to cleanup costs and charges, civil and criminal penalties and fees, loss of business and sales by Landlord and other tenants of the Building or Property, any and all damages and claims asserted by third parties against Landlord and Landlord’s reasonable attorney’s fees and costs.

4.In the event that Hazardous Substances are discovered in the Building or Property during the term of this Lease, and such Hazardous Substances were not caused or introduced by Tenant or any subtenant, licensee, assignee, concessionaire, officer, agent, employee, guest or invitee of Tenant, Landlord will cause such Hazardous Substances to be remediated, encapsulated, or otherwise handled, at Landlord’s expense, within the time frames and parameters required by Law.

C.Disruptive Activities.  Tenant shall not:  (1) produce, or permit to be produced, any intense glare, light or heat except within an enclosed or screened area and then only in such manner that the glare, light or heat shall not, outside the Premises, be materially different than the light or heat from other sources outside the Premises; (2) create, or permit to be created, any sound pressure level which will interfere with the quiet enjoyment of any real property outside the Premises, or which will create a nuisance or violate any governmental law, rule, regulation or requirement; (3) create, or permit to be created, any floor or ground vibration that is materially discernible outside the Premises; (4) transmit, receive, or permit to be transmitted or received, any electromagnetic, microwave or other radiation which is harmful or hazardous to any person or property in or about the Premises, Building or Property; or (5) create, or permit to be created, any noxious odor that is disruptive to the business operations of any other tenant in the Building or Property.

SECTION 30:  DISABILITIES ACTS

The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.) and regulations and guidelines promulgated thereunder (“ADA”), and any similarly motivated state and local Laws, as the same may be amended and supplemented from time to time (collectively referred to herein as the “Disabilities Acts”) establish requirements for business operations, accessibility and barrier removal, and that such requirements may or may not apply to the Premises, Building and Property depending on, among other things: (i) whether Tenant’s business is deemed a “public accommodation” or “commercial facility”, (ii) whether such requirements are “readily achievable”, and (iii) whether a given alteration affects a “primary function area” or triggers “path of travel” requirements.  The parties hereby

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agree that: (a) Landlord shall perform any required Disabilities Acts compliance in the common areas and with respect to any structural components of the Building, except as provided herein; (b) Tenant shall perform any required Disabilities Acts compliance in the Premises, as well as any required Disabilities Acts compliance in the common areas that are Tenant’s obligation to perform under Section 8(A), and (c) Landlord may perform, or require that Tenant perform, and Tenant shall be responsible for the cost of, Disabilities Acts “path of travel” and other requirements triggered by any public accommodation or other use of, or alterations in, the Premises by Tenant.  Tenant shall be responsible for Disabilities Acts requirements relating to Tenant’s employees, and Landlord shall be responsible for Disabilities Acts requirements relating to Landlord’s employees.

SECTION 31:  DEFINITIONS

(A)“Building” shall mean the structure (or the portion thereof operated by Landlord) identified in Section 1 within which the Premises are located.

(B)“Default Rate” shall mean fifteen percent (15%) per annum, or the highest rate permitted by applicable Law, whichever shall be less.

(C)“Holidays” shall mean all federal holidays, and holidays observed by the State of Colorado, including New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Veterans’ Day, Thanksgiving Day, Christmas Day, and to the extent of utilities or services provided by union members engaged at the Property, such other holidays observed by such unions.

(D)“Landlord” shall mean only the landlord from time to time, except for purposes of any provisions defending, indemnifying and holding Landlord harmless hereunder, “Landlord” shall include past, present and future landlords and their respective partners, beneficiaries, trustees, officers, directors, employees, shareholders, principals, agents, affiliates, successors and assigns.

(E)“Law” or “Laws” shall mean all federal, state, county and local governmental and municipal laws (including without limitation Disabilities Acts), statutes, ordinances, rules, regulations, codes, decrees, orders and other such requirements, applicable equitable remedies and decisions by courts in cases where such decisions are considered binding precedents in the State of Colorado, and decisions of federal courts applying the Laws of such State, at the time in question.  This Lease shall be interpreted and governed by the Laws of the State of Colorado.

(F)“Lender” shall mean the holder of any Mortgage at the time in question, and where such Mortgage is a ground lease, such term shall refer to the ground Landlord (and the term “ground lease” although not separately capitalized is intended through out this Lease to include any superior or master lease).

(G)“Mortgage” shall mean all mortgages, deeds of trust, ground leases and other such encumbrances now or hereafter placed upon the Property, Building or Premises, or any part thereof or interest therein, and all renewals, modifications, consolidations, replacements or extensions thereof, and all indebtedness now or hereafter secured thereby and all interest thereon.

(H)“Premises” shall mean the area within the Building identified in Section 1 and Exhibit B.  Possession of areas necessary for utilities, services, safety and operation of the Building, including the Systems and Equipment, fire stairways, perimeter walls, space between the finished ceiling of the Premises and the slab of the floor or roof of the Building thereabove, and the use thereof together with the right to install, maintain, operate, repair and replace the Systems and Equipment, including any of the same in, through, under or above the Premises in locations that will not interfere with Tenant’s use of the Premises, are hereby excepted and reserved by Landlord, and not demised to Tenant.

(I)“Property” shall mean the real property legally described in Exhibit A of this Lease together with all landscaping, improvements and personal property located thereon and related to the Building or its operation or maintenance.

(J)“Rent” shall have the meaning specified therefor in Section 4.

(K)“Systems and Equipment” shall mean any plant, machinery, transformers, duct work, cable, wires, and other equipment, facilities, and systems designed to supply light, heat, ventilation, air conditioning and humidity, or any other services or utilities, or comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or fire/life/safety systems or equipment, or any elevators, escalators or other mechanical, electrical, electronic, computer or other systems or equipment for the Building, except to the extent that any of the same serves particular tenants exclusively (and “systems and equipment” without capitalization shall refer to such of the foregoing items serving particular tenants exclusively).

(L)“Tenant” shall be applicable to one or more persons or entities as the case may be, the singular shall include the plural, and if there be more than one Tenant, the obligations thereof shall be joint and several.  When used in the lower case, “tenant” shall mean any other tenant, subtenant or occupant of the Building or Property.

(M)“Tenant’s Share” of Expenses pursuant to Section 4 shall be the percentage set forth in Section 1, but if the rentable area of the Premises or Building shall change, Tenant’s Share shall

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thereupon become the rentable area of the Premises divided by the rentable area of the Building, excluding any parking facilities; provided that if there is a re-measurement of the Building or Premises during the initial Term, Tenant’s Share will not increase without the prior reasonable approval of Tenant.  Tenant acknowledges that the “rentable area of the Premises” under this Lease includes the usable area, without deduction for columns or projections, multiplied by a load or conversion factor, to reflect a share of certain areas, which may include lobbies, corridors, mechanical, utility, janitorial, boiler and service rooms and closets, restrooms, and other public, common and service areas, all as reasonably determined by Landlord.  Except as provided expressly to the contrary herein, the “rentable area of the Building” shall include all rentable area of all space leased or available for lease at the Building, which Landlord may reasonably re determine from time to time, to reflect re configurations, additions or modifications to the Building.  Landlord agrees that it will use the same measurement standards for both the Premises and the Building in the event of any remeasurement as provided in this subsection.

SECTION 32:  OFFER

The submission and negotiation of this Lease shall not be deemed an offer to enter the same by Landlord (nor an option or reservation for the Premises), but the solicitation of such an offer by Tenant.  Tenant agrees that its execution of this Lease constitutes a firm offer to enter the same which may not be withdrawn for a period of five (5) business days after delivery to Landlord.  During such period and in reliance on the foregoing, Landlord may, at Landlord’s option, deposit any Security Deposit and Rent, proceed with any plans, specifications, alterations or improvements, and permit Tenant to enter the Premises, but such acts shall not be deemed an acceptance of Tenant’s offer to enter this Lease, and such acceptance shall be evidenced only by Landlord signing and delivering this Lease to Tenant.

SECTION 33:  MISCELLANEOUS

A.Captions and Interpretation.  The captions of the Sections and Paragraphs of this Lease are for convenience of reference only and shall not be considered or referred to in resolving questions of interpretation. Tenant acknowledges that it has read this Lease and that it has had the opportunity to confer with counsel in negotiating this Lease; accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms.  The neuter shall include the masculine and feminine, and the singular shall include the plural.  The term “including” shall be interpreted to mean “including, but not limited to.”

B.Survival of Provisions.  All obligations (including indemnity, Rent and other payment obligations) or rights of either party arising during or attributable to the period prior to expiration or earlier termination of this Lease shall survive such expiration or earlier termination.

C.Severability.  If any term or provision of this Lease or portion thereof shall be found invalid, void, illegal, or unenforceable generally or with respect to any particular party, by a court of competent jurisdiction, it shall not affect, impair or invalidate any other terms or provisions or the remaining portion thereof, or its enforceability with respect to any other party.

D.Short Form Lease.  Neither this Lease nor any memorandum of lease or short form lease shall be recorded by Tenant, but Landlord or any Lender may elect to record a short form of this Lease, in which case Tenant shall promptly execute, acknowledge and deliver the same on a commercially reasonable form prepared by Landlord or such Lender.

E.Light, Air and Other Interests.  This Lease does not grant any legal rights to “light and air” outside the Premises nor any particular view visible from the Premises, nor any easements, licenses or other interests unless expressly contained in this Lease.

F.Authority.  If Tenant is any form of corporation, partnership, limited liability company or partnership, association or other organization, Tenant and all persons signing for Tenant below hereby represent that this Lease has been fully authorized and no further approvals are required, and Tenant is duly organized, in good standing and legally qualified to do business in the State of Colorado (and has any required certificates, licenses, permits and other such items).  If Landlord is any form of corporation, partnership, limited liability company or partnership, association or other organization, Landlord and all persons signing for Landlord below hereby represent that this Lease has been fully authorized and no further approvals are required, and Landlord is duly organized, in good standing and legally qualified to do business in Colorado (and has any required certificates, licenses, permits and other such items).

G.Partnership Tenant.  Intentionally omitted.

H.Financial Statements.  Tenant shall, within ten (10) business days after requested from time to time, deliver to Landlord financial statements (including balance sheets and income/expense statements) for Tenant’s then most recent full and partial fiscal year preceding such request, certified by an independent certified public accountant or Tenant’s chief financial officer, in form reasonably satisfactory to Landlord; provided, however, Landlord may not request such financial statements more than once in any twelve month period unless requested in connection with a sale or financing of the Property, or any portion thereof.

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I.Successors and Assigns; Transfer of Property and Security Deposit.  Each of the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties’ respective heirs, executors, administrators, guardians, custodians, successors and assigns, subject to Section 14 respecting Transfers and Section 17 respecting rights of Lenders.  Subject to Section 17, if Landlord shall convey or transfer the Property or any portion thereof in which the Premises are contained to another party, such party shall thereupon be and become landlord hereunder and shall be deemed to have fully assumed all of Landlord’s obligations under this Lease accruing during such party’s ownership, including the return of any Security Deposit (provided Landlord shall have turned over such Security Deposit to such party, which Landlord covenants and agrees to do in connection with any voluntary transfer of the Property), and Landlord shall be free of all such obligations accruing from and after the date of conveyance or transfer.

J.Rent and Taxes.  In addition to the provisions of Section 15, all Rent due Landlord herein is exclusive of any sales, business and occupational gross receipts or tax based on rents or tax upon this Lease or tax measured by the number of employees of Tenant or the area of the Premises or any similar tax or charge.  If any such tax or charge be hereafter enacted,  Tenant shall reimburse to Landlord the amount thereof with each monthly Base Rent payment.  If it shall not be lawful for Tenant to so reimburse Landlord, the monthly Base Rent payable to Landlord under this Lease shall be revised to net Landlord the same net rental after imposition of any such tax or charge upon Landlord as would have been payable to Landlord prior to the imposition of such tax or charge.  Tenant shall not be liable to reimburse Landlord any federal income tax or other income tax of a general nature applicable to Landlord’s income or which is otherwise expressly carved out of Tenant’s tax obligations set forth in Section 4(B)(v).

K.Limitation of Landlord’s Liability.  Tenant agrees to look solely to Landlord’s interest in the Building (together with any unencumbered rents, profits and other income earned in connection therewith) for the enforcement of any judgment, award, order or other remedy under or in connection with this Lease or any related agreement, instrument or document or for any other matter whatsoever relating thereto or to the Building or Premises.  Under no circumstances shall any present or future, direct or indirect, principals or investors, general or limited partners, officers, directors, shareholders, trustees, beneficiaries, participants, advisors, managers, employees, agents or affiliates of Landlord, or of any of the other foregoing parties, or any of their heirs, successors or assigns have any liability for any of the foregoing matters.

L.Signage.  Landlord agrees to provide Tenant, at Landlord’s sole cost, Building standard signage on the lobby directory board and the principal floor where the Premises are located in a manner consistent with other tenants in the Building.  Tenant shall also be permitted to install certain Building Signage (as defined in Exhibit G) as more fully provided in Exhibit G.

M.Applicable Law and Other Matters.  This Lease shall be interpreted and construed under and pursuant to the laws of the State of Colorado.  Any action regarding or arising from this Lease shall be brought in the Colorado State District Court located in the county where the Property is located.  Time is of the essence of this Lease.  In the event an attorney is engaged by either party to enforce the terms of this Lease or in the event suit is brought relating to or arising from this Lease, the prevailing party shall be entitled to recover from the other party its reasonable attorney fees and costs.

N.Confidentiality.  Tenant shall keep the content and all copies of this Lease, related documents or amendments now or hereafter entered, and all proposals,  materials, information and matters relating thereto strictly confidential, and shall not disclose, disseminate or distribute any of the same, or permit the same to occur, except to the extent reasonably required for proper business purposes by Tenant’s employees, attorneys, insurers, auditors, lenders and Transferees (and Tenant shall obligate any such parties to whom disclosure is permitted to honor the confidentiality provisions hereof), and except as may be required by Law or court proceedings.

O.Parking.  Parking shall be available for Tenant throughout the Term, subject to the terms and conditions set forth in this Section 33.O.  If Tenant fails to take any of the Allocated Spaces (hereinafter defined) within six (6) months after the Commencement Date, or if at any time thereafter ceases to pay for the Allocated Spaces, the Allocated Spaces so relinquished by Tenant shall no longer be allocated to Tenant, and Landlord may allocate the Allocated Spaces to other users.  Subject to the foregoing, Tenant shall have the right to use certain parking spaces at the 1500 Pearl Garage (hereinafter defined) and the 1434 Spruce Garage (hereinafter defined) as provided below.

(i)1500 Pearl Garage Parking.  Tenant shall have the right to use certain parking spaces at the parking garage at 1500 Pearl Street (the “1500 Pearl Garage”), which is owned by the City of Boulder and operated by an affiliate of Landlord (“Landlord’s 1500 Pearl Operator Affiliate”).  So long as Landlord’s 1500 Pearl Operator Affiliate (or another affiliate of Landlord) has the right to operate the 1500 Pearl Garage, Landlord agrees to cause Landlord’s 1500 Pearl Operator Affiliate (or such other affiliate of Landlord) to make nine (9) spaces in the 1500 Pearl Garage (the “1500 Pearl Garage Allocated Spaces”) available to Tenant for lease on or before the Commencement Date at the then current rate then being charged by the City of Boulder, and will continue to make such spaces available on a quarterly basis at the then current market rates, for so long as Landlord’s 1500 Pearl Operator Affiliate has access to such spaces and Tenant continues to pay for such spaces.

24

(ii)1434 Spruce Garage Parking.  Tenant shall have the right to use certain parking spaces at the parking garage at 1434 Spruce Street (the “1434 Spruce Garage”), which is owned by an affiliate of Landlord (“Landlord’s 1434 Spruce Affiliate”).  Landlord agrees to cause Landlord’s 1434 Spruce Affiliate (or such other affiliate of Landlord) to make thirty-seven (37) spaces in the 1434 Spruce Garage (the “1434 Spruce Garage Allocated Spaces”) available to Tenant for lease on or before the Commencement Date at the then current market rate (currently $175.00 per space per month, and subject to change from time to time during the Term without notice), and will continue to make such spaces available on a quarterly basis at the then current market rates, for so long as Tenant continues to pay for such spaces.

(iii)Additional Terms.  The 1500 Pearl Garage Allocated Spaces and the 1434 Spruce Garage Allocated Spaces are referred to herein collectively and generally as the “Allocated Spaces.”  The Allocated Spaces shall be subject to the such rules and regulations as Landlord and/or Landlord’s 1500 Pearl Operator Affiliate and/or Landlord’s 1434 Spruce Affiliate, as applicable, may promulgate in writing with respect to the 1500 Pearl Garage and/or the 1434 Spruce Garage, as applicable, except to the extent that such provisions have been expressly modified by this Section.

P.Waiver of Consequential Damages.  (a) Except with respect to (i) any claims of consequential damages made by third-parties arising out of Tenant’s indemnity obligations pursuant to Section 21 hereof that are actually incurred or paid by Landlord, and/or (ii) any claims arising out of either Section 23 or Section 29 hereof, neither Tenant nor any of Tenant’s agents shall be liable to Landlord for consequential or indirect damages of any kind or nature even if arising from any act or omission or negligence of Tenant or any of Tenant’s agents or from any default by Tenant hereunder; and (b) neither Landlord nor any of Landlord’s agents shall be liable to Tenant for consequential or indirect damages of any kind or nature even if arising from any act or omission or negligence of Landlord or any of Landlord’s agents or from any default by Landlord hereunder.

SECTION 34:  GUARANTY

Intentionally omitted.

SECTION 35:  ENTIRE AGREEMENT

This Lease, together with the Riders, Exhibits and other documents listed in Section 1 (which collectively are hereby incorporated where referred to herein and made a part hereof as though fully set forth), contains all the terms and provisions between Landlord and Tenant relating to the matters set forth herein and no prior or contemporaneous agreement or understanding pertaining to the same shall be of any force or effect, except any such contemporaneous agreement specifically referring to and modifying this Lease, signed by both parties.  Neither this Lease, nor any Riders or Exhibits referred to above may be modified, except in writing signed by both parties.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK;

SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have executed this Lease as of the date first set forth above.

LANDLORD:	1433 Pearl Street Mall LLC
	a Colorado limited liability company
	By:	Unico Investment Group LLC,
		a Delaware limited liability company,
		Manager
	BY:	/s/ Scott Brucker
	NAME:	Scott Brucker
	TITLE:	VP
TENANT:	CARBON BLACK, INC.,
	a Delaware corporation
	BY:	/s/ Mark Sullivan
	NAME:	Mark Sullivan
	TITLE:	CFO

26

EXHIBIT A

(Legal Description of Property)

That part of Lot 11, Block 94, Town of Boulder, Except that part described as follows:  Beginning at the Southeast corner of said Lot 11; thence Westerly along the South line of said Lot 11, a distance of 1.60 feet thence Northerly to the North line of said Lot 11, a distance of 1.34 feet Westerly from ft Northeast corner of said Lot 11; thence Easterly along to North line of said Lot 11, a distance of 1.34 feet to the Northeast corner thereof; thence Southerly along the East line of said Lot 11 to the Point of Beginning.  County of Boulder, State of Colorado.  (6,842.70 square feet).  Also commonly known as 1427 Pearl Street, Boulder, Colorado.

The East ½ of Lot 10 and the East 10 inches of the South 75 Feet of the West ½ of said Lot 10, Block 94, Original Town of Boulder, Together with all Rights and Benefits accruing to the West Line of the above described Property as provided in the Deed recorded November 13, 1890, in Book 138 at page 152 and Deeds subsequent thereto, County of Boulder, State of Colorado.  (3,692.50 Square Feet).  Also commonly known as 1427 Pearl Street, Boulder, Colorado.

The West ½ of Lot 10, Block 94, amended plat of Block 94 to the original town of Boulder, except the east 10 inches of the south 75 feet thereof.  Together with all stairway rights thereunder belonging, County of Boulder, State of Colorado (3,568.20 square feet).  Also commonly known as 1425 Pearl Street, Boulder, Colorado.

Exhibit A - 1

EXHIBIT B

(Floor Plate Showing Premises Shaded)

Exhibit B - 1

EXHIBIT C

(Work Letter)

All capitalized terms not otherwise defined in this Work Letter shall have the meaning set forth in the Lease.

1.Landlord’s Base Building Work.  Landlord has previously constructed the base, shell and core (i) of the Premises and (ii) of the floor(s) of the Building on which the Premises are located (the “Base Building Work”), at Landlord’s expense (and no such cost and expense shall be charged to Tenant or the Improvement Allowance (hereinafter defined)).  Except for Landlord’s Work, the Improvement Allowance and the Preliminary Planning Costs (hereinafter defined) set forth below and as otherwise set forth in the Lease and this Work Letter and subject to any obligations of Landlord of a continuing nature under the express terms of the Lease (including, without limitation, any on-going maintenance or legal compliance obligations), Landlord shall not be obligated to make or pay for any alterations or improvements to the Premises, the Building or the Property.

2.The Work.  Landlord agrees to construct certain improvements to the Premises (the “Landlord’s Work”) in accordance with the Final Plans and Specifications (hereinafter defined) and in accordance with the provisions of this Work Letter, and to the extent not expressly inconsistent herewith, in accordance with the provisions of the Lease, including without limitation, Section 10 thereof and in accordance with all applicable Laws and applicable professional standards of skill and care and in a good and workmanlike manner, promptly and with all due diligence.  Landlord’s Work is sometimes referred to herein, collectively, as the “Tenant Improvement Work”.

3.Cost of the Work; Improvement Allowance.

(a)Except as provided hereinafter, Tenant shall pay “Tenant’s Share of the Cost of the Work” (hereinafter defined).  The “Cost of the Work” shall mean the actual costs associated with the Landlord’s Work whatsoever, including without limitation, all permits, inspection fees, fees of space planners, architects, engineers, and contractors, utility connections, the cost of all labor and materials, bonds, insurance, and any structural or mechanical work, additional HVAC equipment or sprinkler heads, or modifications to any building mechanical, electrical, plumbing or other systems and equipment or relocation of any existing sprinkler heads, either within or outside the Premises required as a result of the layout, design, or construction of the Landlord’s Work, but excluding the Base Building Work for which no cost and expense shall be charged to Tenant or the Improvement Allowance.  In addition, Landlord shall be responsible for all costs associated with the initial “test fit”/preliminary planning costs associated with the design of the Premises (the “Preliminary Planning Costs”), which Preliminary Planning Costs shall not be charged against the Improvement Allowance.  However, all costs associated with preparation of the Final Plans and Specifications (as hereinafter defined) after the initial test fit/preliminary plans have been prepared, including without limitation costs for any working drawings, mechanical, structural and electrical engineering drawings or other standard construction drawings based on the preliminary plans shall be included in the Costs of the Work and chargeable against the Improvement Allowance.  Without limiting the generality of the foregoing the Cost of the Work shall also include any costs incurred by Landlord in obtaining third-party peer review (but not review by Landlord’s in-house employees) of any of Tenant’s Information (hereinafter defined) or other plans and specifications prepared by Tenant or its agents, as well as a fee for Landlord’s management and supervision of the Landlord’s Work (the “Construction Management Fee”) in the amount of three percent (3%) of the total Cost of the Work (less such Construction Management Fee), which shall be payable out of the Improvement Allowance to the extent that sufficient funds are available for such purposes.  “Tenant’s Share of the Cost of the Work” shall mean the amount, if any, by which the Cost of Work exceeds the Improvement Allowance.  Tenant’s Share of the Cost of the Work shall be deemed additional “Rent” under the Lease.  If, based on the selected Bid (as hereinafter defined) by the general contractor, it is estimated that the Cost of the Work will exceed the Improvement Allowance, then Tenant will be responsible for payment of the proportionate amount of each draw request made by Landlord to its general contractor, it being the intent of the parties that the payments by Tenant (of Tenant’s Share of the Cost of the Work) and Landlord (of the Improvement Allowance) be made on a pari passu basis based on the estimates set forth on the selected Bid.

(b)Landlord shall provide Tenant the amount of Thirty and No/100 Dollars ($30.00) per RSF of Premises (for a total not to exceed $559,140.00) (the “Improvement Allowance”) for the purpose of payment of the Cost of the Work.  Additionally, if any of the Improvement Allowance remains after the completion of the Tenant Improvement Work, Tenant may allocate any remaining Improvement Allowance as follows, subject to the limitations set forth below:  (i) Tenant may allocate any remaining Improvement Allowance, not to exceed Seven and No/100 Dollars ($7.00) per RSF of the Premises, toward a credit against Base Rent (the “Rent Credit”); and (ii) Tenant may allocate any remaining Improvement Allowance, not to exceed Five and No/100 Dollars ($5.00) per RSF of the Premises, toward the cost of Tenant’s furniture, fixtures and equipment, data/telecommunication cabling, supplemental air conditioning and/or security systems for the Premises and/or toward relocation costs (all such costs, the “Miscellaneous Costs”).  With respect to any portion of the Improvement Allowance that may be properly allocable toward a Rent Credit, any Rent Credit shall be credited by Landlord to the next installment(s) of Base Rent coming due under the Lease after Tenant elects such Rent Credit.  With respect to any portion of the Improvement Allowance that may be properly allocable toward Miscellaneous Costs, at Tenant’s option, within thirty (30) days of Tenant’s written request, and subject to the limit of any remaining Improvement Allowance balance, Landlord will either (i) reimburse Tenant for its out-of-pocket Miscellaneous Costs; or (ii) pay Tenant’s vendors directly for such Miscellaneous Costs.  Any

Exhibit C - 1

Improvement Allowance that has not been applied either toward costs of the Landlord’s Work or, subject to the foregoing limitation, utilized and allocated by Tenant in writing toward either Miscellaneous Costs or a Rent Credit within six (6) months after the Commencement Date shall be forfeited by Tenant.

4.Final Plans and Specifications.

(a)Tenant’s Information.  Within ten (10) days after the date of mutual execution of the Lease, Tenant shall submit to Landlord (i) the name of a representative of Tenant who has been designated as the person responsible for receiving all information from and delivering all information to Landlord relating to the construction of the Landlord’s Work, and (ii) all information necessary for the preparation of complete, detailed architectural, mechanical, electrical and plumbing drawings and specifications for construction of the Landlord’s Work in the Premises, including Tenant’s partition and furniture layout, reflected ceiling, telephone and electrical outlets and equipment rooms, initial provider(s) of telecommunications services, doors (including hardware and keying schedule), glass partitions, windows, critical dimensions, imposed loads on structure, millwork, finish schedules, security devices, if any, which Tenant desires or Landlord requires to have integrated with other Building safety systems, and HVAC and electrical requirements (including Tenant’s connected electrical loads and the National Electrical Code (NFPA-70) Design Load Calculations), together with all supporting information and delivery schedules (“Tenant’s Information”).

(b)Plans and Specifications.  Following Landlord’s execution of the Lease and receipt of Tenant’s Information, Landlord shall cause its designated architect and engineers to prepare and submit to Tenant all finished and detailed architectural drawings and specifications, including mechanical, electrical and plumbing drawings (the “Plans and Specifications”).  In addition, Landlord shall advise Tenant of the number of days of Tenant Delay (as defined below) attributable to any long lead items contained in Tenant’s Information.  Landlord (or its designated representative) reserves the right to designate the location(s) of all of Tenant’s mechanical, electrical or other equipment and the manner in which such equipment will be connected to Building systems.

(c)Final Plans and Specifications.  Within three (3) business days after receipt, Tenant shall (i) approve and return the Plans and Specifications to Landlord, or (ii) provide Landlord Tenant’s written requested changes to the Plans and Specifications, in which event Landlord shall have the Plans and Specifications revised (as Landlord deems appropriate) and resubmitted to Tenant for approval within three (3) business days after receipt.  If Tenant fails to request changes within such three (3) business day period, Tenant shall be deemed to have approved the Plans and Specifications.  Upon Tenant’s approval, the Plans and Specifications shall become the “Final Plans and Specifications”.

5.Selection of Contractor; Bidding Process.

(a)Landlord shall, within fifteen (15) days following approval of the Final Plans and Specifications, submit the Landlord’s Work for bid to at least three (3) general contractors approved by Landlord and Tenant, such approval not to be unreasonably withheld, conditioned or delayed by either party, and provide to Tenant competitive bids (the “Bids”) from such general contractors.

(b)Unless otherwise agreed by Tenant, Landlord shall select the lowest of the three bids.

(c)Landlord shall afford Tenant a reasonable time (not to exceed five (5) business days following Landlord’s submission to Tenant of the Bids) to value engineer the Landlord’s Work.  Within ten (10) days following Landlord’s submission to Tenant of the Bids or revised Bids, as the case may be, Landlord and Tenant shall have approved in writing a cost proposal, based on the lowest responsive Bid, for the cost of completing the Landlord’s Work, which details the application of the Improvement Allowance and shows any overage in the estimated aggregate cost for the Landlord’s Work in excess of the Improvement Allowance.  If Tenant fails to approve the cost proposal within the aforementioned time period, any delay in such approval shall constitute Tenant Delay hereunder.

(d)The contract with the general contractor selected a result of the bid process described above shall be on a guaranteed maximum price basis and shall be entered into by Landlord promptly following such bid process.

6.Delays In Construction.  The Commencement Date under the Lease shall be postponed for each day that Landlord fails to substantially complete the Tenant Improvement Work thereby as a result of strikes, acts of God, shortages of materials or labor, governmental approvals or requirements, the various causes set forth below, or any other causes beyond Landlord’s reasonable control.  In such case, the commencement of Rent shall be similarly postponed, except to the extent that delays occur as a result of one or more of the following (collectively called “Tenant Delays”):

(a)Tenant’s requests for changes to the Landlord’s Work or Change Orders under Section 7, or otherwise that result in an actual delay in the substantial completion of Landlord’s Work.

(b)Tenant’s failure to furnish an amount equal to its proportionate share of the Tenant’s Share of the Cost of the Work (if any) with respect to any draw request as set forth in Section 3(a) above within five (5) business days after notice from Landlord of such amount, which may be given via e-mail to Tenant’s designated construction representative (which shall give Landlord the absolute right to postpone the Landlord’s Work until such amount is furnished to Landlord).

Exhibit C - 2

(c)Any upgrades, special Landlord’s Work or other non-building standard items, or items not customarily provided by Landlord to office tenants, to the extent that the same involve longer lead times, installation times, or other delays not typically encountered in connection with Landlord’s standard office improvements.

(d)The performance by Tenant or Tenant’s contractors, agents or employees of any Tenant’s Work (hereinafter defined) at or about the Premises or Property and such work unreasonably interferes with or otherwise actually delays Landlord’s Work.

(e)Any act or omission of Tenant or Tenant’s contractors, agents or employees, or any breach by the Tenant of any provisions contained in this Work Letter or in the Lease that results in an actual delay in the substantial completion of Landlord’s Work.

7.Change Orders.  If Tenant shall desire any changes, alterations, or additions to the Plans referenced above, Tenant shall submit a detailed written request or revised plans (the “Change Order”) to Landlord for approval.  Landlord shall not unreasonably withhold approval, but all costs in connection therewith, to the extent they exceed the Improvement Allowance, including without limitation, construction costs, permit fees, and any additional plans, drawings and engineering reports or opinions or other studies or tests, or revisions of such existing items, shall be paid for by Tenant as part of Tenant’s Share of the Cost of the Work under Section 3(a).

8.Completion.

(a)Landlord shall be deemed to have “substantially completed” the Tenant Improvement Work for purposes hereof if Landlord has caused all of the Tenant Improvement Work to be completed substantially except for so-called “punchlist items,” e.g. minor details of construction or decoration or mechanical adjustments which do not substantially interfere with Tenant’s occupancy of the Premises, or Tenant’s ability to complete any improvements to the Premises to be made by Tenant.  If there is any dispute as to whether Landlord has substantially completed the Tenant Improvement Work, the good faith decision of Landlord’s architect shall be final and binding on the parties.  Prior to the Premises being delivered to Tenant, a representative of Landlord and a representative of Tenant shall walk through the Premises and jointly prepare a list of minor items which, in the mutual opinion of Landlord and Tenant, have not been fully completed or which require repair (the “Punch List Items”).  Landlord shall use commercially reasonable efforts to cause its contractor to complete or repair the Punch List Items within 30 days after the date of the “walk-through”.  Tenant shall not be entitled to any abatement of any rental obligations as pertains to the Premises pending completion of the Punch List Items.  If Tenant fails to conduct a walk-through and identify any Punch List Items within five (5) days after taking possession of the Premises, Tenant will be deemed to have waived its right to create a  punch list and shall be deemed to have accepted the Premises in its “as is” condition.

(b)If Landlord notifies Tenant that the Tenant Improvement Work is substantially completed, and Tenant fails to object thereto within fifteen (15) days thereafter specifying in reasonable detail the items of Landlord’s Work needed to be performed in order for substantial completion, Tenant shall be deemed conclusively to have agreed that the Tenant Improvement Work is substantially completed.

(c)Substantial completion shall not prejudice Tenant’s rights to require full completion of any remaining items of the Tenant Improvement Work.  However, if Landlord notifies Tenant that the Tenant Improvement Work is fully and finally completed, and Tenant fails to object thereto in writing within seven (7) days thereafter specifying in reasonable detail the items of Tenant Improvement Work needed to be completed and the nature of Tenant Improvement Work needed to complete said items, Tenant shall be deemed conclusively to have accepted the Tenant Improvement Work as fully completed (or such portions thereof as to which Tenant has not so objected).

9.Work Performed by Tenant.  Landlord, at Landlord’s discretion, may permit Tenant and Tenant’s agents and contractors to enter the Premises prior to completion of the Tenant Improvement Work in order to make the Premises ready for Tenant’s use and occupancy (such work, the “Tenant’s Work”).  If Landlord permits such entry prior to completion of the Tenant Improvement Work, then such permission is conditioned upon Tenant and Tenant’s agents, contractors, workmen, mechanics, suppliers and invitees working in harmony and not interfering with Landlord and Landlord’s contractors in doing the Tenant Improvement Work or with the operations of other tenants and occupants of the Building.  If at any time such entry shall cause or threaten to cause such disharmony or interference, Landlord shall have the right to withdraw such permission upon twenty-four (24) hours oral or written notice to Tenant.  Tenant agrees that any such entry into the Premises shall be deemed to be under all of the terms, covenants, conditions and provisions of the Lease (including, without limitation, all insurance requirements), except as to the covenant to pay Rent thereunder, and further agrees that, unless otherwise Landlord’s obligation pursuant to Section 21 of the Lease as a result of Landlord’s gross negligence or willful misconduct, and subject at all times to the provisions of Section 11.C of the Lease, Landlord shall not be liable in any way for any injury, loss or damage which may occur to any items of Tenant’s Work constructed by Tenant or to other property of Tenant that may be placed in the Premises prior to completion of the Tenant Improvement Work, the same being at Tenant’s sole risk.

10.Signage.  Landlord shall cause signage of building standard material and design to be placed on or adjacent to the door of the Premises.  Tenant shall promptly advise Landlord in writing of the

Exhibit C - 3

name or names Tenant wishes for said signage.  The content of all signage shall be subject to Landlord’s prior approval.

11.Liability.  The parties acknowledge that Landlord is not an architect or engineer, and that the Landlord’s Work will be designed and performed by independent architects, engineers and contractors.  Accordingly, Landlord does not guarantee or warrant that the Final Plans and Specification will be free from errors or omissions, nor that the Landlord’s Work will be free from defects, and Landlord shall have no liability therefor, provided that such architects, engineers and contractors are licensed and reputable.  In the event of such errors, omissions, or defects, Landlord shall cooperate in any action Tenant desires to bring against such parties.

12.Intentionally Omitted.

13.Incorporation into Lease; Default.  The parties agree that the provisions of this Landlord’s Work Agreement are hereby incorporated by this reference into the Lease fully as though set forth therein.  In the event of any express inconsistencies between the Lease and this Work Letter, the latter shall govern and control.  Any default by a party hereunder shall constitute a default by that party under the Lease and said party shall be subject to the remedies and other provisions applicable thereto under the Lease (including the benefit of all applicable notice and cure periods).

Exhibit C - 4

EXHIBIT D

(Option to Extend)

Tenant shall have an option to extend the Term of this Lease (“Option to Extend”) for two (2) additional successive periods of five (5) consecutive Lease Years each (“Extension Period(s)”) on the same terms and conditions in effect under this Lease immediately prior to the applicable Extension Period, except that Tenant shall have no further right to extend beyond the second Extension Period and the monthly Base Rent shall be adjusted to the Prevailing Rental Rate, as described herein.  The Option to Extend may be exercised only by giving Landlord written notice thereof no later than twelve (12) months prior to the commencement of the applicable Extension Period.  Said exercise shall, at Landlord’s election, be null and void if Tenant is in default under the Lease beyond applicable notice and cure periods at the date of said notice or any time thereafter and prior to commencement of the applicable Extension Period.  The term “Lease Year” herein means each 12 month annual period, commencing with the first day of the Extension Period, without regard to calendar years.

If Tenant shall fail to timely exercise its Option to Extend, said option shall terminate, and shall be null and void and of no further force and effect.  Tenant’s exercise of said option shall not operate to cure any default by Tenant of any of the terms or provisions in the Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default.  If the Lease or Tenant’s right to possession of the Premises shall terminate in any manner whatsoever before Tenant shall exercise its Option to Extend, or if Tenant shall have assigned the Lease (other than in connection with a Permitted Transfer), then immediately upon such termination or assignment, the Option to Extend shall simultaneously terminate and become null and void.  Such option is personal to Tenant and to any assignee of all of Tenant’s right, title and interest in this Lease pursuant to a Permitted Transfer.  Except as expressly set forth in the foregoing sentence, under no circumstances whatsoever shall the assignee under a complete or partial assignment of the Lease, or a subtenant under a sublease of the Premises, have any right to exercise the Option to Extend granted herein.  Time is of the essence of this provision.

The Prevailing Rental Rate shall mean the average per square foot rental rate per month for leases of periods approximately as long as the Extension Period, executed for similar uses and lengths of time and for comparable Class A office space in the Pearl Street Mall submarket of Boulder, Colorado, taking into account all other relevant factors, during the twelve (12) months immediately prior to the date upon which such Prevailing Rental Rate is to become effective, and, where, if a renewal, the renewal rate was not set by the terms of the lease, subject to reasonable adjustments for comparable space on more or less desirable floors or areas of Property.  In all cases, such rates shall be determined without regard to any free rent periods, improvement allowances, take-over lease obligations, or other economic incentives, provided, however, that if such comparable leases include base years, stop levels, or other provisions respecting taxes or operating expenses, or include any other economic provisions, such as but not limited to consumer price provisions, utility reimbursements, or fixed rent increases, the same shall be included in Tenant’s lease.  Notwithstanding the foregoing, in no event shall the Prevailing Rental Rate be less than the Base Rent in effect during the final twelve (12) months of the then expiring Term.

If the parties are unable to agree on the Prevailing Rental Rate within thirty (30) days after Tenant provides its notice exercising its Option to Extend (the “Negotiation Period”), then Tenant shall have the right, exercisable within five (5) business days after the expiration of the Negotiation Period, to either (i) withdraw its exercise of the Option to Extend by giving written notice to Landlord of such withdrawal; or (ii) elect to have the Prevailing Rental Rate determined by arbitration in accordance with the following procedure.  If Tenant does not timely provide notice electing to either withdraw its notice or proceed to arbitration, Tenant will be deemed to have withdrawn its notice and Tenant’s exercise of the Option to Extend shall be deemed rescinded.  If Tenant timely elects to proceed to arbitration, Landlord and Tenant shall appoint a mutually selected arbitrator, and shall share equally the cost of such arbitrator.  Failing agreement on the arbitrator’s identity, Landlord and Tenant shall each select and bear the cost of an arbitrator, and those two arbitrators shall together choose a third arbitrator, whom the parties shall appoint and whose cost they shall split equally.  Failing agreement by the two arbitrators, the Boulder County District Court shall appoint an arbitrator.  In the case of a court-appointed arbitrator, the parties shall split equally the cost of the arbitrator and any court costs.  In any case, if possible, the arbitrator shall be appointed at least sixty (60) days before commencement of the applicable Extension Period.  Within thirty (30) days after the appointment of the arbitrator, Tenant and Landlord shall each submit to the arbitrator (and to one another) its written opinion regarding Prevailing Rental Rate, as defined above.  Within ten (10) days after the arbitrator’s receipt of the last such opinion, the arbitrator shall decide which of the two opinions most accurately reflects the Prevailing Rental Rate.  Such selected opinion shall be the Prevailing Rental Rate, and the selection by the arbitrator shall be final and binding upon the parties.  The arbitrator must select one of the two alternative opinions and may not select any other alternatives.   In recognition that the Prevailing Rental Rate may not be determined until after the commencement of the applicable Extension Period, Tenant shall pay, during the applicable Extension Period until the Prevailing Rental Rate is determined, the fully escalated rental rate in effect on the last day of the prior Term.  If the Prevailing Rental Rate is determined to be greater than such amount, Tenant shall pay Landlord, within thirty (30) days after the written request therefor, the difference between the amount required by such determination of the Prevailing Rental Rate, and the amount of Rent theretofore paid by Tenant during the applicable Extension Period.

Exhibit D - 1

EXHIBIT E

(Right of First Refusal)

Effective on the Lease Commencement Date, and provided Tenant is not then in default of this Lease beyond applicable notice and cure periods at the time of Landlord’s delivery of the Offer Notice (defined below) and the date the subject space is to be added to the Premises, Landlord grants Tenant a right of first refusal to lease any of the leasable area of office space on the first (1st) floor of the Building (collectively, the “RFR Space”).

Notwithstanding anything to the contrary in this Exhibit E, Tenant’s right of first refusal granted herein is subject to (and conditioned on non-exercise of) any prior existing expansion, extension and right of first refusal rights of any other Building tenant under their current lease with Landlord, as well as any renewal by the existing tenants or their successors, or subtenants of any RFR Space.  In addition, Tenant’s right of first refusal is a one-time right (except for the Pending Lease Re-Offer, as defined below), and is applicable only to the first RFR Space for which Landlord is required to provide an Offer Notice, even if such Offer Notice is for less than the entirety of the RFR Space, and whether or not Tenant leases the RFR Space which is the subject of the Offer Notice as provided herein, Landlord shall have no further obligations to provide any further Offer Notices to Tenant for any portion of the RFR Space.  Notwithstanding the foregoing, Landlord has advised Tenant that it is currently in negotiations with a prospective tenant (the “Prospective Tenant”) to lease the RFR Space (the “Pending Lease”), has advised Tenant of the terms agreed to with such Prospective Tenant, and Tenant has declined to take the RFR Space.  If Landlord enters into the Pending Lease with the Prospective Tenant, Landlord agrees that, at such time as the Pending Lease expires or the RFR Space otherwise becomes available, it will re-offer the RFR Space to Tenant (the “Pending Lease Re-Offer”).  Additionally, if Landlord does not enter into the Pending Lease, and Landlord thereafter engages in negotiations with another party other than the Prospective Tenant with respect to the RFR Space, Landlord shall offer the RFR Space to Tenant in accordance with this Exhibit E and it shall be considered the initial Offer Notice hereunder.  However, if Tenant declines to exercise its right of first refusal in such instance, Tenant shall have no further rights to the RFR Space and Landlord will be free to lease the RFR Space to any other party, it being acknowledged and agreed that the Pending Lease Re-Offer is the only instance in which Tenant will have more than a one-time right to lease the RFR Space pursuant to the terms of this Exhibit E.

A.Exercise of Right of First Refusal.  In addition to the provisions set forth above, any right of first refusal shall be subject to the following terms and conditions:

(i)Landlord shall provide Tenant with a written notice (the “Offer Notice”) at such time as Landlord receives a bona-fide, mutually acceptable letter of intent, or any another similar agreement to lease any RFR Space to a third party tenant.  Such Offer Notice shall set forth the fact that Landlord has reached a tentative agreement to lease all, or any portion of the RFR Space to a third party tenant, and state the rentable area and location of the RFR Space, the rent for the RFR Space, and other material terms upon which Landlord is willing to lease the RFR Space to the third party tenant (the “Offer Terms”).

(ii)Tenant shall have six (6) business days (the “Response Period”) from the date of Landlord’s delivery of such Offer Notice, in which to provide Landlord irrevocable written notice of its intent to lease all of the RFR Space described in the Offer Notice on the Offer Terms.

(iii)Intentionally Omitted.

(iv)Failure of Tenant to elect to take all of the RFR Space described in the Offer Notice within the Response Period, in the manner set forth above, shall be conclusively deemed a waiver of Tenant’s right of first refusal with respect to that RFR Space, and Landlord may thereafter lease the same to any third parties on any terms acceptable to Landlord.

B.RFR Space Deemed Part of Premises.  If the right of first refusal with respect to any RFR Space is exercised at the time and in the manner as set forth above, Tenant shall take all of such RFR Space under all of the terms and conditions of this Lease, except for such terms set forth in the Offer Notice or otherwise agreed by Landlord in writing in accordance with Section A above.  The Lease shall automatically be amended to include that portion of the RFR Space taken commencing on the date such space is available for occupancy by Tenant, and such RFR Space shall be deemed a part of the Premises under this Lease.  Tenant’s Share set forth in Section 1 of the Lease shall also be appropriately adjusted to reflect inclusion of the RFR Space.  At Landlord’s request, Tenant shall promptly execute an amendment to the Lease confirming the incorporation of the RFR Space on the terms set forth herein.

Exhibit E - 1

EXHIBIT F

(Temporary Space)

Commencing on the next business day following full execution and delivery of this Lease (the “Temporary Space Commencement Date”) and continuing until Commencement Date of this Lease (the “Temporary Space Term”), Tenant shall have the right to occupy and use certain space commonly known as Suite 100 consisting of approximately 6,142 RSF and located on the first (1st) floor of the Building (the “Temporary Space”) in its then existing “as is” condition for the temporary relocation of Tenant’s personnel and personal property while Landlord is performing the Work pursuant to Exhibit C.  Except as expressly provided to the contrary in this Exhibit F, Tenant’s use and occupancy of the Temporary Space during the Temporary Space Term shall be subject to all terms and conditions of this Lease (including all insurance and indemnity obligations) as if it were part of the “Premises” hereunder, except that: (a) Tenant shall take the Temporary Space in its “as is, where is” condition, with no representations being made by Landlord with respect thereto; and (b) Tenant shall not be required to pay Base Rent with respect to the Temporary Space but shall be responsible for payment of Tenant’s Share of Expenses with respect to the Temporary Space (and Tenant’s Share shall be 22.909% with respect thereto) (the “Temporary Space Rent”).  The Temporary Space Rent shall be payable in the same manner, and subject to the same terms and conditions, as Additional Rent is payable under the Lease.  At the end of the Temporary Space Term, Tenant shall vacate the Temporary Space and surrender possession to Landlord in substantially the same condition as delivered to Tenant (normal wear and tear and damage from fire or other insured casualty excepted).

Exhibit F - 1

EXHIBIT G

(Building Signage)

Subject to the terms of Section 10 of the Lease respecting improvements or alterations by Tenant (including without limitation Landlord’s prior written approval of all plans and specifications, which shall not be unreasonably withheld, conditioned or delayed), and compliance with all applicable Laws, as well as compliance with the express terms and conditions of this Exhibit G, and so long as Tenant is not in default under this Lease (beyond the expiration of any applicable notice and cure periods) and occupies at least 18,638 rentable square feet in the Building, Tenant shall have the right to install and maintain, at Tenant’s sole cost and expense, one (1) sign on the south façade of the Building facing Pearl Street (“Building Signage”).  Without limiting the generality of the foregoing, the Building Signage shall be subject to the following:

(1)           All of the Building Signage shall be subject to Landlord’s approval in its reasonable discretion as to location, size, color and other aesthetics and shall be designed, maintained, and installed in accordance with all applicable laws, rules and regulations, including those of any applicable owners’ or other similar association and any applicable architectural control committee.  The Building Signage shall identify only Tenant, and shall not be used to identify any other Tenant Parties.

(2)           Tenant shall not be entitled to change the Building Signage without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, so long as such change complies with the requirements of this Exhibit G.

(3)           Tenant shall operate, insure, maintain, repair and replace the Building Signage (and the lighting therefor, if any), at Tenant’s sole cost and expense pursuant to applicable code and such reasonable rules and regulations as Landlord may require, including the Building’s construction rules.

(4)           The Building Signage shall be removed by Tenant at its sole cost and expense upon the expiration or earlier termination of this Lease. Upon such removal by Tenant, Tenant shall fully repair and restore the area where such Building Signage was installed and located, including, without limitation, restoration and replacement of the Building façade and any Building window surfaces. If Tenant does not remove any of such Building Signage when required under the terms of this Lease, Landlord may remove it and perform such restoration, repair and replacement, and Tenant shall pay the reasonable cost of such removal, restoration and replacement within thirty (30) days of demand, which obligation shall survive the expiration or earlier termination of this Lease.

(5)           The rights to Building Signage contained herein are personal to the Tenant named in this Lease, and are not transferrable, except to an assignee of all of Tenant’s right and interest in and to this Lease pursuant to a Permitted Transfer.

(6)           Landlord reserves the right to undertake any of the items set forth in (2) through (4) above and to charge the costs back to Tenant as Additional Rent under the Lease.

(7)           Tenant’s right to Building Signage are non-exclusive, and Landlord reserves the right to grant additional signage rights at and around the exterior of the Building.

Exhibit G - 1

RIDER ONE

RULES

(1)  Access to Property.  On Saturdays, Sundays and Holidays, and on other days between the hours of 6:00 P.M. and 7:00 A.M. the following day, or such other hours as Landlord shall determine from time to time, access to and within the Property and/or to the passageways, lobbies, entrances, exits, loading areas, corridors, elevators or stairways and other areas in the Property may be restricted and access gained by use of a key to the outside doors of the Property, or pursuant to such security procedures Landlord may from time to time impose.  Landlord shall in all cases retain the right to control and prevent access to such areas by Persons engaged in activities which are illegal or violate these Rules, or whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation and interests of the Property and its tenants (and Landlord shall have no liability in damages for such actions taken in good faith).  No Tenant and no employee or invitee of Tenant shall enter areas reserved for the exclusive use of Landlord, its employees or invitees or other Persons.  Tenant shall keep doors to corridors and lobbies closed except when persons are entering or leaving.

(2)  Signs.  Tenant shall not paint, display, inscribe, maintain or affix any sign, placard, picture, advertisement, name, notice, lettering or direction on any part of the outside or inside of the Property, or on any part of the inside of the Premises which can be seen from the outside of the Premises without the prior consent of Landlord, and then only such name or names or matter and in such color, size, style, character and material, and with professional designers, fabricators and installers as may be first approved or designated by Landlord in writing.  Landlord shall prescribe the suite number and identification sign for the Premises (which shall be prepared and installed by Landlord at Tenant’s expense).  Landlord reserves the right to remove at Tenant’s expense all matter not so installed or approved without notice to Tenant.

(3)  Window and Door Treatments.  Tenant shall not place anything or allow anything to be placed in the Premises near the glass of any door, partition, wall or window which may be unsightly from outside the Premises, and Tenant shall not place or permit to be placed any item of any kind on any window ledge or on the exterior walls.  Blinds, shades, awnings or other forms of inside or outside window ventilators or similar devices, shall not be placed in or about the outside windows or doors in the Premises except to the extent, if any, that the design, character, shape, color, material and make thereof is first approved or designated by the Landlord.  Tenant shall not install or remove any solar tint film from the windows.

(4)  Lighting and General Appearance of Premises.  Landlord reserves the right to designate and/or approve in writing all internal lighting that may be visible from the public, common or exterior areas.  The design, arrangement, style, color, character, quality and general appearance of the portion of the Premises visible from public, common and exterior areas, and contents of such portion of the Premises, including furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all changes, additions and replacements thereto shall at all times have a neat, professional, attractive, first class office appearance.

(5)  Property Tradename, Likeness, Trademarks.  Tenant shall not in any manner use the name of the Property for any purpose, or use any tradenames or trademarks used by Landlord, any other tenant, or its affiliates, or any picture or likeness of the Property for any purpose other than that of the business address of Tenant, in any letterheads, envelopes, circulars, notices, advertisements, containers, wrapping or other material.

(6)  Deliveries and Removals.  Furniture, freight and other large or heavy items, and all other deliveries may be brought into the Property only at times and in the manner designated by Landlord, and always at the Tenant’s sole responsibility and risk.  Landlord may inspect items brought into the Property or Premises with respect to weight or dangerous nature or compliance with this Lease or Laws. Landlord may (but shall have no obligation to) require that all furniture, equipment and cartons removed from the Premises or the Property be accompanied by a removal permit from Landlord.  Tenant shall not take or permit to be taken in or out of other entrances or elevators of the Property, any item normally taken, or which Landlord otherwise reasonably requires to be taken, in or out through service doors or on freight elevators.  Landlord may impose reasonable charges and requirements for the use of freight elevators and loading areas, and reserves the right to alter schedules without notice.  Any hand carts used at the Property shall have rubber wheels and sideguards, and no other material handling equipment may be brought upon the Property without Landlord’s prior written approval.

(7)  Outside Vendors.  Tenant shall not obtain for use upon the Premises ice, drinking water, vending machine, towel, janitor and other services, except from Persons designated or approved by Landlord.  Any Person engaged by Tenant to provide any other services shall be subject to scheduling and direction by the manager or security personnel of the Property.  Vendors must use freight elevators and service entrances.

(8)  Overloading Floors; Vaults.  Tenant shall not overload any floor or part thereof in the Premises, or Property, including any public corridors or elevators therein bringing in or removing any large or heavy items, and Landlord may prohibit, or direct and control the location and size of, safes and all other heavy items and require at Tenant’s expense supplementary supports of such material and dimensions as Landlord may deem necessary to properly distribute the weight.

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(9)  Locks and Keys.  Tenant shall use such standard key system designated by Landlord on all keyed doors to and within the Premises, excluding any permitted vaults or safes (but Landlord’s designation shall not be deemed a representation of adequacy to prevent unlawful entry or criminal acts, and Tenant shall maintain such additional insurance as Tenant deems advisable for such events).  Tenant shall not attach or permit to be attached additional locks or similar devices to any door or window, change existing locks or the mechanism thereof, or make or permit to be made any keys for any door other than those provided by Landlord.  If more than two keys for one lock are desired, Landlord will provide them upon payment of Landlord’s charges.  In the event of loss of any keys furnished by Landlord, Tenant shall pay Landlord’s reasonable charges therefor.  The term “key” shall include mechanical, electronic or other keys, cards and passes.  Landlord shall not be liable for the consequences of admitting by pass key or refusing to admit to the Premises the Tenant, Tenant’s agent or employees or other persons claiming the right of admittance.

(10)  Utility Closets and Connections.  Landlord reserves the right to control access to and use of, and monitor and supervise any work in or affecting, the “wire” or telephone, electrical, plumbing or other utility closets, the Systems and Equipment, and any changes, connections, new installations, and wiring work relating thereto (or Landlord may engage or designate an independent contractor to provide such services).  Tenant shall obtain Landlord’s prior written consent for any such access, use and work in each instance, and shall comply with such requirements as Landlord may impose, and the other provisions of the Lease respecting electric installations and connections, telephone Lines and connections, and alterations generally.  Tenant shall have no right to use any broom closets, storage closets, janitorial closets, or other such closets, rooms and areas whatsoever.  Tenant shall not install in or for the Premises any equipment which requires more electric current than Landlord is required to provide under this Lease, without Landlord’s prior written approval, and Tenant shall ascertain from Landlord the maximum amount of load or demand for or use of electrical current which can safely be permitted in and for the Premises, taking into account the capacity of electric wiring in the Property and the Premises and the needs of tenants of the Property, and shall not in any event connect a greater load than such safe capacity.

(11)  Plumbing Equipment.  The toilet rooms, urinals, wash bowls, drains, sewers and other plumbing fixtures, equipment and lines shall not be misused or used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein.

(12)  Trash.  All garbage, refuse, trash and other waste shall be kept in the kind of container, placed in the areas, and prepared for collection in the manner and at the times and places specified by Landlord, subject to Lease provisions respecting Hazardous Materials.  Landlord reserves the right to require that Tenant participate in any recycling program designated by Landlord.

(13)  Alcohol, Drugs, Food and Smoking.  Landlord reserves the right to exclude or expel from the Property any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules. Tenant shall not at any time manufacture or sell any spirituous, fermented, intoxicating or alcoholic liquors on the Premises, nor permit the same to occur. Tenant shall not at any time cook, sell, purchase or give away, food in any form by or to any of Tenant’s agents or employees or any other parties on the Premises, nor permit any of the same to occur (other than in microwave ovens and coffee makers properly maintained in good and safe working order and repair in lunch rooms or kitchens for employees as may be permitted or installed by Landlord, which does not violate any Laws or bother or annoy any other tenant). Tenant and its employees shall not smoke tobacco on any part of the Property (including exterior areas) except those areas, if any, that are designated or approved as smoking areas by Landlord.

(14)  Use of Common Areas; No Soliciting.  Tenant shall not use the common areas, including areas adjacent to the Premises, for any purpose other than ingress and egress, and any such use thereof shall be subject to the other provisions of this Lease, including these Rules. Without limiting the generality of the foregoing, Tenant shall not allow anything to remain in any passageway, sidewalk, court, corridor, stairway, entrance, exit, elevator, parking or shipping area, or other area outside the Premises.  Tenant shall not use the common areas to canvass, solicit business or information from, or distribute any item or material to, other tenants or invitees of the Property.  Tenant shall not make any room to room canvass to solicit business or information or to distribute any item or material to or from other tenants of the Property and shall not exhibit, sell or offer to sell, use, rent or exchange any products or services in or from the Premise unless ordinarily embraced within the Tenant’s use of the Premises expressly permitted in the Lease.

(15)  Energy and Utility Conservation.  Tenant shall not waste electricity, water, heat or air conditioning or other utilities or services, and agrees to reasonably cooperate fully with Landlord to assure the most effective and energy efficient operation of the Property and shall not allow the adjustment (except by Landlord’s authorized Property personnel) of any controls.  Tenant shall not obstruct, alter or impair the efficient operation of the Systems and Equipment, and shall not place any item so as to interfere with air flow. Tenant shall keep corridor doors closed, except that if the air circulation shall not be in operation, windows which are openable may be opened with Landlord’s consent.  If reasonably requested by Landlord (and as a condition to claiming any deficiency in the air-conditioning or ventilation services provided by Landlord), Tenant shall close any blinds or drapes in the Premises to prevent or minimize direct sunlight.

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(16)  Unattended Premises.  Before leaving the Premises unattended, Tenant shall close and securely lock all doors or other means of entry to the Premises and shut off all lights and water faucets in the Premises (except heat to the extent necessary to prevent the freezing or bursting of pipes).

(17)  Going-Out-Of-Business Sales and Auctions.  Tenant shall not use, or permit any other party to use, the Premises for any distress, fire, bankruptcy, close-out, “lost our lease” or going-out-of-business sale or auction.  Tenant shall not display any signs advertising the foregoing anywhere in or about the Premises.  This prohibition shall also apply to Tenant’s creditors.

(18)  Labor Harmony.  Tenant shall not use (and upon written notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment, or labor and employment practices that results in strikes, picketing or boycotts or disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Property.

(19)  Prohibited Activities.  Tenant shall not: (i) use strobe or flashing lights in or on the Premises, (ii) install or operate any internal combustion engine, boiler, machinery, refrigerating, heating or air conditioning equipment in or about the Premises, (iii) use the Premises for housing, lodging or sleeping purposes or for the washing of clothes, (iv) place any radio or television antennae other than inside of the Premises, (v) operate or permit to be operated any musical or sound producing instrument or device which may be heard outside the Premises, (vi) use any source of power other than electricity, (vii) operate any electrical or other device from which may emanate electrical, electromagnetic, energy, microwave, radiation or other waves or fields which may interfere with or impair radio, television, microwave, or other broadcasting or reception from or in the Property or elsewhere, or impair or interfere with computers, faxes or telecommunication lines or equipment at the Property or elsewhere, or create a health hazard, (viii) bring or permit any bicycle or other vehicle (other than bicycles which may be parked/stored in locations that may be designated by Landlord for such purposes), or dog (except in the company of a blind person or except where specifically permitted) or other animal or bird in the Premises or Building, (ix) make or permit objectionable noise, vibration or odor to emanate from the Premises, (x) do anything in or about the Premises or Property that is illegal, immoral, obscene, pornographic, or anything that may in Landlord’s good faith opinion create or maintain a nuisance, cause physical damage to the Premises or Property, interfere with the normal operation of the Systems and Equipment, impair the appearance, character or reputation of the Premises or Property, create waste to the Premises or Property, cause demonstrations, protests, loitering, bomb threats or other events that may require evacuation of the Building, (xi) advertise or engage in any activities which violate any code of ethics or licensing requirements of any professional or business organization, (xii) throw or permit to be thrown or dropped any item from any window or other opening in the Property, (xiii) use the Premises for any purpose, or permit upon the Premises or Property anything, that may be dangerous to persons or property (including firearms or other weapons (whether or not licensed or used by security guards) or any explosive or combustible items or materials) (xiv) place vending or game machines in the Premises, except vending machines for employees which shall be at Tenant’s sole cost and expense and only upon prior notice to and consent of Landlord (not to be unreasonably withheld), (xv) adversely affect the indoor air quality of the Premises or Property, (xvi) use the Premises for cooking or food preparation other than preparation of coffee, tea and similar beverages, or customary microwave use, for Tenant and its employees, or (xvii) do or permit anything to be done upon the Premises or Property in any way tending to disturb, bother, annoy or interfere with Landlord or any other tenant at the Property or the tenants of neighboring property, or otherwise disrupt orderly and quiet use and occupancy of the Property.

(20)  Transportation Management.  Tenant shall comply with all present or future programs intended to manage parking, transportation or traffic in and around the Property, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.

(21)  Responsibility for Compliance.  Tenant shall be responsible for ensuring compliance with these Rules, as they may be amended in accordance with the terms of the Lease, by Tenant’s employees and as applicable, by Tenant’s agents, invitees, contractors, subcontractors, and suppliers.  Tenant shall cooperate with any reasonable program or requests by Landlord to monitor and enforce the Rules, including providing vehicle numbers and taking appropriate action against such of the foregoing parties who violate these provisions.

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RIDER TWO

GREEN ADDENDUM

(1)  The term “Green Standard” or words of similar import shall include the U.S. EPA’s Energy Star® rating, the Green Building Initiative’s Green Globes TM  for Continual Improvement of Existing Buildings (Green GlobesTM-CIEB), the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED), and/or a current and similar organization with equally rigorous environmentally and sustainable practices.

(2)  Building Expenses shall also include: (i) all costs of maintaining, managing, reporting, commissioning, and recommissioning the Building or any part thereof that was designed and/or upgraded to be sustainable and conform with one or more Green Standard rating systems to the extent such items are properly included in Expenses under Article 4, and (ii) all costs of applying, reporting and commissioning the Building or any part thereof to seek certification under one or more Green Standard rating systems, provided however, the cost of such applying, reporting and commissioning of the Building or any part thereof to seek certification shall be a cost capitalized and thereafter amortized as an annual Expense under GAAP.

(3)  Tenant shall not use or operate the Premises in any manner that will cause the Building or any part thereof not to conform with Landlord’s sustainability practices or a Green Standard certification of the Building.

(4)  This building is or may become in the future certified under a Green Standard or operated pursuant to Landlord’s sustainable building practices. Landlord’s sustainability practices address whole-building operations and maintenance issues including chemical use; indoor air quality; energy efficiency; water efficiency; recycling programs; exterior maintenance programs; and systems upgrades to meet green building energy, water, Indoor Air Quality, and lighting performance standards. All construction and maintenance methods and procedures, material purchases, and disposal of waste must be in compliance with minimum standards and specifications, in addition to all applicable laws.

(5)  Tenant shall use where practicable proven energy and carbon reduction measures, including energy efficient bulbs in task lighting; use of lighting controls; closing shades as needed to avoid over heating the space; turning off lights and equipment at the end of the work day; purchasing ENERGY STAR® qualified equipment, including but not limited to lighting, office equipment, commercial and residential quality kitchen equipment, vending and ice machines, and;  purchasing products certified by the U.S. EPA’s Water Sense® program.

(6)  Tenant covenants and agrees, at its sole cost and expense: (a) to comply with all present and future laws, orders and regulations of the Federal, State, county, municipal or other governing authorities, departments, commissions, agencies and boards regarding the collection, sorting, separation, and recycling of garbage, trash, rubbish and other refuse (collectively, “trash”); (b) to use reasonable efforts to comply with Landlord’s recycling policy as part of Landlord’s sustainability practices where it may be more stringent than applicable law to the extent not cost-prohibitive to Tenant; (c) to sort and separate its trash and recycling into such categories as are provided by law; and (d) to use commercially reasonable efforts to ensure that each separately sorted category of trash and recycling shall be placed in separate receptacles as directed by Landlord.  Where possible, the Landlord shall provide a composting program and encourage the Tenant to sort and separate its trash and recycling from compost material.

(7)  Landlord shall provide and install all original bulbs and tubes for Building standard lighting fixtures within the Premises and all replacement tubes for such lighting, the cost of which shall be included in Building Expenses; all other bulbs, tubes and lighting fixtures for the Premises shall be provided and installed by Tenant at Tenant’s cost and expense, and must comply with Landlord’s sustainability practices, including any Green Standard rating system, concerning the environmental compliance of the Building or the Premises, as the same may change from time to time. All maintenance and repairs made by Tenant must comply with Landlord’s sustainability practices, including any Green Standard rating system concerning the environmental compliance of the Building or the Premises, as the same may change from time to time.

(8)  Any and all Tenant Improvement Work and/or Alterations is strongly encouraged to be performed in accordance with Landlord’s sustainability practices, including any Green Standard or third-party rating system concerning the environmental compliance of the Building or the Premises, as the same may change from time to time.  Tenant is further encouraged to engage a qualified third party LEED or Green Standard professional or similarly qualified professional during the design phase through implementation of any Tenant Improvement Work and/or Alterations to review all plans, material procurement, demolition, construction and waste management procedures to ensure they are in full conformance with Landlord’s sustainability practices, as aforesaid. Any and all waste and debris from Tenant Improvement Work and/or Alterations must meet the minimum requirements set forth by the Green Standard.

(9)  Landlord does not permit space heaters or other energy-intensive equipment unnecessary to conduct Tenant’s business without written approval by Landlord. Any space conditioning equipment that is placed in the Premises for the purpose of increasing comfort to tenants shall be operated on sensors or

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timers that limit operation of equipment to hours of occupancy in the areas immediately adjacent to the occupying personnel.

(10)  Tenant acknowledges that it is Landlord’s intention that the Property be operated in a manner which is consistent with Landlord’s sustainability practices. Tenant is encouraged, but not required to, comply with these practices within its Premises.

(11)  Tenant is encouraged to dispose of, in an environmentally sustainable manner, any equipment, furnishings, or materials no longer needed by Tenant and shall recycle or re-use such items in accordance with Landlord’s sustainability practices. Tenant is responsible for reporting this activity to Landlord in a format determined by Landlord.

(12)  Landlord currently provides janitorial service only after 5:30 p.m. five days per week (excluding legal holidays).  Landlord reserves the right to conduct routine cleaning during normal business hours in accordance with Landlord’s sustainability practices and will be done in such a way as to minimize disruption.

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EX-10.6

Exhibit 10.6

CARBON BLACK, INC.

2012 STOCK OPTION AND GRANT PLAN

SECTION 1.  GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Carbon Black, Inc. 2012 Stock Option and Grant Plan (the “Plan”).  The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Carbon Black, Inc., a Delaware corporation (including any successor entity, the “Company”) and its Subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.

The following terms shall be defined as set forth below:

“Affiliate” of any Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned Person.  A Person shall be deemed to control another Person if such first Person possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units or any combination of the foregoing.

“Award Agreement” means a written or electronic agreement setting forth the terms and provisions applicable to an Award granted under the Plan.  Each Award Agreement may contain terms and conditions in addition to those set forth in the Plan; provided, however, in the event of any conflict in the terms of the Plan and the Award Agreement, the terms of the Plan shall govern.

“Board” means the Board of Directors of the Company.

“Cause” shall have the meaning as set forth in the Award Agreement(s).  In the case that any Award Agreement does not contain a definition of “Cause,” it shall mean (i) the grantee’s dishonest statements or acts with respect to the Company or any Affiliate of the Company, or any current or prospective customers, suppliers vendors or other third parties with which such entity does business; (ii) the grantee’s commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the grantee’s failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the grantee by the Company; (iv) the grantee’s gross negligence, willful misconduct or insubordination with respect to the Company or any Affiliate of the Company; or (v) the grantee’s material violation

of any provision of any agreement(s) between the grantee and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions.

“Chief Executive Officer” means the Chief Executive Officer of the Company or, if there is no Chief Executive Officer, then the President of the Company.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Committee” means the Committee of the Board referred to in Section 2.

“Consultant” means any natural person that provides bona fide services to the Company (including a Subsidiary), and such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

“Disability” means “disability” as defined in Section 422(c) of the Code.

“Effective Date” means the date on which the Plan is adopted as set forth on the final page of the Plan.

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

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code.  If the Stock is admitted to trade on a national securities exchange, the determination shall be made by reference to the closing price reported on such exchange.  If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price.  If the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering.

“Good Reason” shall have the meaning as set forth in the Award Agreement(s).  In the case that any Award Agreement does not contain a definition of “Good Reason,” it shall mean (i) a material diminution in the grantee’s base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company or (ii) a change of more than 50 miles in the geographic location at which the grantee provides services to the Company, so long as the grantee provides at least 90 days notice to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter.

“Grant Date” means the date that the Committee designates in its approval of an Award in accordance with applicable law as the date on which the Award is granted, which date may not precede the date of such Committee approval.

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“Holder” means, with respect to an Award or any Shares, the Person holding such Award or Shares, including the initial recipient of the Award or any Permitted Transferee.

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Initial Public Offering” means the consummation of the first firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale by the Company of its equity securities, as a result of or following which the Stock shall be publicly held.

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

“Permitted Transferees” shall mean any of the following to whom a Holder may transfer Shares hereunder (as set forth in Section 9(a)(ii)(A)): the Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons control the management of assets, and any other entity in which these persons own more than fifty percent of the voting interests; provided, however, that any such trust does not require or permit distribution of any Shares during the term of the Award Agreement unless subject to its terms.  Upon the death of the Holder, the term Permitted Transferees shall also include such deceased Holder’s estate, executors, administrators, personal representatives, heirs, legatees and distributees, as the case may be.

“Person” shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

“Restricted Stock Award” means Awards granted pursuant to Section 6 and “Restricted Stock” means Shares issued pursuant to such Awards.

“Restricted Stock Unit” means an Award of phantom stock units to a grantee, which may be settled in cash or Shares as determined by the Committee, pursuant to Section 8.

“Sale Event” means the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iv) the acquisition of all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a Person or group of Persons, or (v) any other acquisition of the business of the Company, as

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determined by the Board; provided, however, that the Company’s Initial Public Offering, any subsequent public offering or another capital raising event, or a merger effected solely to change the Company’s domicile shall not constitute a “Sale Event.”

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

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

“Service Relationship” means any relationship as a full-time employee, part-time employee, director or other key person (including Consultants) of the Company or any Subsidiary or any successor entity (e.g., a Service Relationship shall be deemed to continue without interruption in the event an individual’s status changes from full-time employee to part-time employee or Consultant).

“Shares” means shares of Stock.

“Stock” means the Common Stock, par value $0.001 per share, of the Company.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has more than a 50 percent interest, either directly or indirectly.

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent of the Company or any Subsidiary.

“Termination Event” means the termination of the Award recipient’s Service Relationship with the Company and its Subsidiaries for any reason whatsoever, regardless of the circumstances thereof, and including, without limitation, upon death, disability, retirement, discharge or resignation for any reason, whether voluntarily or involuntarily.  The following shall not constitute a Termination Event:  (i) a transfer to the service of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another Subsidiary or (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Committee, if the individual’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing.

“Unrestricted Stock Award” means any Award granted pursuant to Section 7 and “Unrestricted Stock” means Shares issued pursuant to such Awards.

SECTION 2.  ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS

(a)Administration of Plan.  The Plan shall be administered by the Board, or at the discretion of the Board, by a committee of the Board, comprised of not less than two directors.  All references herein to the “Committee” shall be deemed to refer to the group then responsible

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for administration of the Plan at the relevant time (i.e., either the Board of Directors or a committee or committees of the Board, as applicable).

(b)Powers of Committee.  The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i)to select the individuals to whom Awards may from time to time be granted;

(ii)to determine the time or times of grant, and the amount, if any, of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units, or any combination of the foregoing, granted to any one or more grantees;

(iii)to determine the number of Shares to be covered by any Award and, subject to the provisions of the Plan, the price, exercise price, conversion ratio or other price relating thereto;

(iv)to determine and, subject to Section 12, to modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of Award Agreements;

(v)to accelerate at any time the exercisability or vesting of all or any portion of any Award;

(vi)to impose any limitations on Awards, including limitations on transfers, repurchase provisions and the like, and to exercise repurchase rights or obligations;

(vii)subject to Section 5(a)(ii) and any restrictions imposed by Section 409A, to extend at any time the period in which Stock Options may be exercised; and

(viii)at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including Award Agreements); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Committee shall be binding on all persons, including the Company and all Holders.

(c)Delegation of Authority to Grant Options.  Subject to applicable law, the Committee, in its discretion, may delegate to the Chief Executive Officer of the Company the power to designate non-officer employees to be recipients of Options, and to determine the number of such Options to be received by such employees; provided, however, that the resolution so authorizing the Chief Executive Officer shall specify the total number of Options the Chief Executive Officer may so award and may not delegate to the Chief Executive Officer

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the authority to set the exercise price or the vesting terms of such Options.  Any such delegation by the Committee shall also provide that the Chief Executive Officer may not grant Awards to himself or herself (or other officers) without the approval of the Committee.  The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan.

(d)Award Agreement.  Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award.

(e)Indemnification.  Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s governing documents, including its certificate of incorporation or bylaws, or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

(f)Foreign Award Recipients.  Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and any Subsidiary operate or have employees or other individuals eligible for Awards, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries, if any, shall be covered by the Plan; (ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals.

SECTION 3.  STOCK ISSUABLE UNDER THE PLAN; MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION

(a)Stock Issuable.  The maximum number of Shares reserved and available for issuance under the Plan shall be 37,781,086 Shares, subject to adjustment as provided in Section 3(b). For purposes of this limitation, the Shares underlying any Awards under the Plan or awards under the Company’s Amended and Restated Equity Incentive Plan that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) and Shares that are withheld upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding shall be added back to the Shares available for issuance under the Plan. Subject to such overall limitations,

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Shares may be issued up to such maximum number pursuant to any type or types of Award, and no more than 80,000,000 Shares may be issued pursuant to Incentive Stock Options.  The Shares available for issuance under the Plan may be authorized but unissued Shares or Shares reacquired by the Company.  Beginning on the date that the Company becomes subject to Section 162(m) of the Code, Options with respect to no more than 8,479,235 Shares shall be granted to any one individual in any calendar year period.

(b)Changes in Stock.  Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional Shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, in each case, without the receipt of consideration by the Company, or, if, as a result of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the outstanding Shares are converted into or exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall make an appropriate and proportionate adjustment in (i) the maximum number of Shares reserved for issuance under the Plan, (ii) the number and kind of Shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any, per Share subject to each outstanding Award, and (iv) the exercise price for each Share subject to any then outstanding Stock Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options) as to which such Stock Options remain exercisable.  The Committee shall also make equitable or proportionate adjustments in the number of Shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event.  The Committee shall in any event make such adjustments as may be required by Section 25102(o) of the California Corporation Code and the rules and regulations promulgated thereunder.  The adjustment by the Committee shall be final, binding and conclusive.  No fractional Shares shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares.

(c)Sale Events.

(i)Options.

(A)In the case of and subject to the consummation of a Sale Event, the Plan and all outstanding Options issued hereunder shall terminate upon the effective time of any such Sale Event unless assumed or continued by the successor entity, or new stock options or other awards of the successor entity or parent thereof are substituted therefor, with an equitable or proportionate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).

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(B)In the event of the termination of the Plan and all outstanding Options issued hereunder pursuant to Section 3(c), each Holder of Options shall be permitted, within a period of time prior to the consummation of the Sale Event as specified by the Committee, to exercise all such Options which are then exercisable or will become exercisable as of the effective time of the Sale Event; provided, however, that the exercise of Options not exercisable prior to the Sale Event shall be subject to the consummation of the Sale Event.

(C)Notwithstanding anything to the contrary in Section 3(c)(i)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the Holders of Options, without any consent of the Holders, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Committee of the consideration payable per share of Stock pursuant to the Sale Event (the “Sale Price”) times the number of Shares subject to outstanding Options being cancelled (to the extent then vested and exercisable, including by reason of acceleration in connection with such Sale Event, at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding vested and exercisable Options.

(ii)Restricted Stock and Restricted Stock Unit Awards.

(A)In the case of and subject to the consummation of a Sale Event, all Restricted Stock and unvested Restricted Stock Unit Awards (other than those becoming vested as a result of the Sale Event) issued hereunder shall be forfeited immediately prior to the effective time of any such Sale Event unless assumed or continued by the successor entity, or awards of the successor entity or parent thereof are substituted therefor, with an equitable or proportionate adjustment as to the number and kind of shares subject to such awards as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).

(B)In the event of the forfeiture of Restricted Stock pursuant to Section 3(c)(ii)(A), such Restricted Stock shall be repurchased from the Holder thereof at a price per share equal to the lower of the original per share purchase price paid by the Holder (subject to adjustment as provided in Section 3(b)) or the current Fair Market Value of such Shares, determined immediately prior to the effective time of the Sale Event.

(C)Notwithstanding anything to the contrary in Section 3(c)(ii)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the Holders of Restricted Stock or Restricted Stock Unit Awards, without consent of the Holders, in exchange for the cancellation thereof, in an amount equal to the Sale Price times the number of Shares subject to such Awards, to be paid at the time of such Sale Event or upon the later vesting of such Awards.

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SECTION 4.  ELIGIBILITY

Grantees under the Plan will be such full or part-time officers and other employees, directors, Consultants and key persons of the Company and any Subsidiary who are selected from time to time by the Committee in its sole discretion; provided, however, that Awards shall be granted only to those individuals described in Rule 701(c) of the Securities Act.

SECTION 5.  STOCK OPTIONS

Upon the grant of a Stock Option, the Company and the grantee shall enter into an Award Agreement.  The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.

Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options.  Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code.  To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.

(a)Terms of Stock Options.  The Committee in its discretion may grant Stock Options to those individuals who meet the eligibility requirements of Section 4.  Stock Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.

(i)Exercise Price.  The exercise price per share for the Shares covered by a Stock Option shall be determined by the Committee at the time of grant but shall not be less than 100 percent of the Fair Market Value on the Grant Date.  In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Stock Option shall not be less than 110 percent of the Fair Market Value on the Grant Date.

(ii)Option Term.  The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years from the Grant Date.  In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the Grant Date.

(iii)Exercisability; Rights of a Stockholder.  Stock Options shall become exercisable and/or vested at such time or times, whether or not in installments, as shall be determined by the Committee at or after the Grant Date.  The Award Agreement may permit a grantee to exercise all or a portion of a Stock Option immediately at grant; provided that the Shares issued upon such exercise shall be subject to restrictions and a vesting schedule identical to the vesting schedule of the related Stock Option, such Shares shall be deemed to be Restricted Stock for purposes of the Plan, and the optionee may be required to enter into an additional or new Award Agreement as a condition to exercise of such Stock Option.  An optionee shall have the rights of a stockholder only as to Shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.  An optionee shall not be deemed to have acquired any Shares unless and until a Stock Option shall have been exercised pursuant to the terms of the Award

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Agreement and this Plan and the optionee’s name has been entered on the books of the Company as a stockholder.

(iv)Method of Exercise.  Stock Options may be exercised by an optionee in whole or in part, by the optionee giving written or electronic notice of exercise to the Company, specifying the number of Shares to be purchased.  Payment of the purchase price may be made by one or more of the following methods (or any combination thereof) to the extent provided in the Award Agreement:

(A)In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee;

(B)If permitted by the Committee, by the optionee delivering to the Company a promissory note, if the Board has expressly authorized the loan of funds to the optionee for the purpose of enabling or assisting the optionee to effect the exercise of his or her Stock Option; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid in cash if required by state law;

(C)If permitted by the Committee and the Initial Public Offering has occurred (or the Stock otherwise becomes publicly-traded), through the delivery (or attestation to the ownership) of Shares that have been purchased by the optionee on the open market or that are beneficially owned by the optionee and are not then subject to restrictions under any Company plan. To the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered Shares if originally purchased from the Company shall have been owned by the optionee for at least six months.  Such surrendered Shares shall be valued at Fair Market Value on the exercise date;

(D)If permitted by the Committee and the Initial Public Offering has occurred (or the Stock otherwise becomes publicly-traded), by the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure; or

(E)If permitted by the Committee, and only with respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price.

Payment instruments will be received subject to collection.  No certificates for Shares so purchased will be issued to the optionee or, with respect to uncertificated Stock, no transfer to the optionee on the records of the Company will take place, until the Company has completed all steps it has deemed necessary to satisfy legal requirements relating to the issuance and sale of the

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Shares, which steps may include, without limitation, (i) receipt of a representation from the optionee at the time of exercise of the Option that the optionee is purchasing the Shares for the optionee’s own account and not with a view to any sale or distribution of the Shares or other representations relating to compliance with applicable law governing the issuance of securities, (ii) the legending of the certificate (or notation on any book entry) representing the Shares to evidence the foregoing restrictions, and (iii) obtaining from optionee payment or provision for all withholding taxes due as a result of the exercise of the Option.  The delivery of certificates representing the shares of Stock (or the transfer to the optionee on the records of the Company with respect to uncertificated Stock) to be purchased pursuant to the exercise of a Stock Option will be contingent upon (A) receipt from the optionee (or a purchaser acting in his or her stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such Shares and the fulfillment of any other requirements contained in the Award Agreement or applicable provisions of laws and (B) if required by the Company, the optionee shall have entered into any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Stock.  In the event an optionee chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the optionee upon the exercise of the Stock Option shall be net of the number of Shares attested to.

(b)Annual Limit on Incentive Stock Options.  To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the Grant Date) of the Shares with respect to which Incentive Stock Options granted under the Plan and any other plan of the Company or its parent and any Subsidiary that become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000 or such other limit as may be in effect from time to time under Section 422 of the Code.  To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.

(c)Termination.  Any portion of a Stock Option that is not vested and exercisable on the date of termination of an optionee’s Service Relationship shall immediately expire and be null and void.  Once any portion of the Stock Option becomes vested and exercisable, the optionee’s right to exercise such portion of the Stock Option (or the optionee’s representatives and legatees as applicable) in the event of a termination of the optionee’s Service Relationship shall continue until the earliest of: (i) the date which is: (A) 12 months following the date on which the optionee’s Service Relationship terminates due to death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (B) three months following the date on which the optionee’s Service Relationship terminates if the termination is due to any reason other than death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (ii) the Expiration Date set forth in the Award Agreement; provided that notwithstanding the foregoing, an Award Agreement may provide that if the optionee’s Service Relationship is terminated for Cause, the Stock Option shall terminate immediately and be null and void upon the date of the optionee’s termination and shall not thereafter be exercisable.

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SECTION 6.RESTRICTED STOCK AWARDS

(a)Nature of Restricted Stock Awards.  The Committee may, in its sole discretion, grant (or sell at par value or such other purchase price determined by the Committee) to an eligible individual under Section 4 hereof a Restricted Stock Award under the Plan.  The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant.  Conditions may be based on continuing employment (or other Service Relationship), achievement of pre-established performance goals and objectives and/or such other criteria as the Committee may determine.  Upon the grant of a Restricted Stock Award, the Company and the grantee shall enter into an Award Agreement.  The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.

(b)Rights as a Stockholder.  Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee of Restricted Stock shall be considered the record owner of and shall be entitled to vote the Restricted Stock if, and to the extent, such Shares are entitled to voting rights, subject to such conditions contained in the Award Agreement.  The grantee shall be entitled to receive all dividends and any other distributions declared on the Shares; provided, however, that the Company is under no duty to declare any such dividends or to make any such distribution.  Unless the Committee shall otherwise determine, certificates evidencing the Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in subsection (d) below of this Section, and the grantee shall be required, as a condition of the grant, to deliver to the Company a stock power endorsed in blank and such other instruments of transfer as the Committee may prescribe.

(c)Restrictions.  Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Award Agreement.  Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section 12 below, in writing after the Award Agreement is issued, if a grantee’s Service Relationship with the Company and any Subsidiary terminates, the Company or its assigns shall have the right, as may be specified in the relevant instrument, to repurchase some or all of the Shares subject to the Award at such purchase price as is set forth in the Award Agreement.

(d)Vesting of Restricted Stock. The Committee at the time of grant shall specify in the Award Agreement the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the substantial risk of forfeiture imposed shall lapse and the Restricted Stock shall become vested, subject to such further rights of the Company or its assigns as may be specified in the Award Agreement.

SECTION 7.UNRESTRICTED STOCK AWARDS

The Committee may, in its sole discretion, grant (or sell at par value or such other purchase price determined by the Committee) to an eligible person under Section 4 hereof an Unrestricted Stock Award under the Plan.  Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

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SECTION 8.RESTRICTED STOCK UNITS

(a)Nature of Restricted Stock Units.  The Committee may, in its sole discretion, grant to an eligible person under Section 4 hereof Restricted Stock Units under the Plan.  The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of grant.  Vesting conditions may be based on continuing employment (or other Service Relationship), achievement of pre-established performance goals and objectives and/or other such criteria as the Committee may determine.  Upon the grant of Restricted Stock Units, the grantee and the Company shall enter into an Award Agreement.  The terms and conditions of each such Award Agreement shall be determined by the Committee and may differ among individual Awards and grantees.  On or promptly following the vesting date or dates applicable to any Restricted Stock Unit, but in no event later than March 15 of the year following the year in which such vesting occurs, such Restricted Stock Unit(s) shall be settled in the form of cash or shares of Stock, as specified in the Award Agreement.  Restricted Stock Units may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of.

(b)Rights as a Stockholder.  A grantee shall have the rights of a stockholder only as to Shares, if any, acquired upon settlement of Restricted Stock Units. A grantee shall not be deemed to have acquired any such Shares unless and until the Restricted Stock Units shall have been settled in Shares pursuant to the terms of the Plan and the Award Agreement, the Company shall have issued and delivered a certificate representing the Shares to the grantee (or transferred on the records of the Company with respect to uncertificated stock), and the grantee’s name has been entered in the books of the Company as a stockholder.

(c)Termination.  Except as may otherwise be provided by the Committee either in the Award Agreement or in writing after the Award Agreement is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s cessation of Service Relationship with the Company and any Subsidiary for any reason.

SECTION 9.TRANSFER RESTRICTIONS; COMPANY RIGHT OF FIRST REFUSAL; COMPANY REPURCHASE RIGHTS

(a)Restrictions on Transfer.

(i)Non-Transferability of Stock Options.  Stock Options and, prior to exercise, the Shares issuable upon exercise of such Stock Option, shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s legal representative or guardian in the event of the optionee’s incapacity.  Notwithstanding the foregoing, the Committee, in its sole discretion, may provide in the Award Agreement regarding a given Stock Option that the optionee may transfer by gift, without consideration for the transfer, his or her Non-Qualified Stock Options to his or her family members (as defined in Rule 701 of the Securities Act), to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners (to the extent such trusts or partnerships are considered “family members” for purposes of Rule 701 of the Securities Act), provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award Agreement, including the execution of a

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stock power upon the issuance of Shares.  Stock Options, and the Shares issuable upon exercise of such Stock Options, shall be restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” (as defined in the Exchange Act) or any “call equivalent position” (as defined in the Exchange Act) prior to exercise.

(ii)Shares.  No Shares shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless (i) the transfer is in compliance with the terms of the applicable Award Agreement, all applicable securities laws (including, without limitation, the Securities Act), and with the terms and conditions of this Section 9, (ii) the transfer does not cause the Company to become subject to the reporting requirements of the Exchange Act, and (iii) the transferee consents in writing to be bound by the provisions of the Plan and the Award Agreement, including this Section 9.  In connection with any proposed transfer, the Committee may require the transferor to provide at the transferor’s own expense an opinion of counsel to the transferor, satisfactory to the Committee, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act).  Any attempted transfer of Shares not in accordance with the terms and conditions of this Section 9 shall be null and void, and the Company shall not reflect on its records any change in record ownership of any Shares as a result of any such transfer, shall otherwise refuse to recognize any such transfer and shall not in any way give effect to any such transfer of Shares.  The Company shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity including, without limitation, seeking specific performance or the rescission of any transfer not made in strict compliance with the provisions of this Section 9.  Subject to the foregoing general provisions, and unless otherwise provided in the applicable Award Agreement, Shares may be transferred pursuant to the following specific terms and conditions (provided that with respect to any transfer of Restricted Stock, all vesting and forfeiture provisions shall continue to apply with respect to the original recipient):

(A)Transfers to Permitted Transferees.  The Holder may transfer any or all of the Shares to one or more Permitted Transferees; provided, however, that following such transfer, such Shares shall continue to be subject to the terms of this Plan (including this Section 9) and such Permitted Transferee(s) shall, as a condition to any such transfer, deliver a written acknowledgment to that effect to the Company and shall deliver a stock power to the Company with respect to the Shares.  Notwithstanding the foregoing, the Holder may not transfer any of the Shares to a Person whom the Company reasonably determines is a direct competitor or a potential competitor of the Company or any of its Subsidiaries.

(B)Transfers Upon Death.  Upon the death of the Holder, any Shares then held by the Holder at the time of such death and any Shares acquired after the Holder’s death by the Holder’s legal representative shall be subject to the provisions of this Plan, and the Holder’s estate, executors, administrators, personal representatives, heirs, legatees and distributees shall be obligated to convey such Shares to the Company or its assigns under the terms contemplated by the Plan and the Award Agreement.

(b)Right of First Refusal.  In the event that a Holder desires at any time to sell or otherwise transfer all or any part of his or her Shares (other than shares of Restricted Stock

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which by their terms are not transferrable), the Holder first shall give written notice to the Company of the Holder’s intention to make such transfer.  Such notice shall state the number of Shares that the Holder proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee.  At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice.  The Company or its assigns shall exercise this right by mailing or delivering written notice to the Holder within the foregoing 30-day period.  If the Company or its assigns elect to exercise its purchase rights under this Section 9(b), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Holder.  In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Holder may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Holder’s notice.  Any Shares not sold to the proposed transferee shall remain subject to the Plan.  If the Holder is a party to any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Shares, (i) the transferring Holder shall comply with the requirements of such stockholders agreements or other agreements relating to any proposed transfer of the Offered Shares, and (ii) any proposed transferee that purchases Offered Shares shall enter into such stockholders agreements or other agreements with the Company and/or certain of the Company’s stockholders relating to the Offered Shares on the same terms and in the same capacity as the transferring Holder.

(c)Company’s Right of Repurchase.

(i)Right of Repurchase for Unvested Shares Issued Upon the Exercise of an Option.  Upon a Termination Event, the Company or its assigns shall have the right and option to repurchase from a Holder of Shares acquired upon exercise of a Stock Option which are still subject to a risk of forfeiture as of the Termination Event.  Such repurchase rights may be exercised by the Company within the later of (A) six months following the date of such Termination Event or (B) seven months after the acquisition of Shares upon exercise of a Stock Option.  The repurchase price shall be equal to the lower of the original per share price paid by the Holder, subject to adjustment as provided in Section 3(b) of the Plan, or the current Fair Market Value of such Shares as of the date the Company elects to exercise its repurchase rights.

(ii)Right of Repurchase With Respect to Restricted Stock.  Upon a Termination Event, the Company or its assigns shall have the right and option to repurchase from a Holder of Shares received pursuant to a Restricted Stock Award any Shares that are still subject to a risk of forfeiture as of the Termination Event.  Such repurchase right may be exercised by the Company within six months following the date of such Termination Event.  The repurchase price shall be the lower of the original per share purchase price paid by the Holder, subject to adjustment as provided in Section 3(b) of the Plan, or the current Fair Market Value of such Shares as of the date the Company elects to exercise its repurchase rights.

(iii)Procedure.  Any repurchase right of the Company shall be exercised by the Company or its assigns by giving the Holder written notice on or before the last day of the

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repurchase period of its intention to exercise such repurchase right.  Upon such notification, the Holder shall promptly surrender to the Company, free and clear of any liens or encumbrances, any certificates representing the Shares being purchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company’s assignee or assignees.  Upon the Company’s or its assignee’s receipt of the certificates from the Holder, the Company or its assignee or assignees shall deliver to him, her or them a check for the applicable repurchase price; provided, however, that the Company may pay the repurchase price by offsetting and canceling any indebtedness then owed by the Holder to the Company.

(d)Drag Along Right.  In the event the holders of a majority of the Company’s equity securities then outstanding (the “Majority Shareholders”) determine to enter into a Sale Event in a bona fide negotiated transaction (a “Sale”), with any non-Affiliate of the Company or any majority shareholder (in each case, the “Buyer”), a Holder of Shares, including any Permitted Transferee, shall be obligated to and shall upon the written request of the Majority Shareholders:  (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the Buyer, his or her Shares (including for this purpose all of such Holder’s Shares that presently or as a result of any such transaction may be acquired upon the exercise of an Option (following the payment of the exercise price therefor)) on substantially the same terms applicable to the Majority Shareholders (with appropriate adjustments to reflect the conversion of convertible securities, the redemption of redeemable securities and the exercise of exercisable securities as well as the relative preferences and priorities of preferred stock); and (b) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Shares in favor of any Sale proposed by the Majority Shareholders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Majority Shareholders or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 9(d).

(e)Escrow Arrangement.

(i)Escrow.  In order to carry out the provisions of this Section 9 of this Plan more effectively, the Company shall hold any Shares issued pursuant to Awards granted under the Plan in escrow together with separate stock powers executed by the Holder in blank for transfer.  The Company shall not dispose of the Shares except as otherwise provided in this Plan.  In the event of any repurchase by the Company (or any of its assigns), the Company is hereby authorized by the Holder, as the Holder’s attorney-in-fact, to date and complete the stock powers necessary for the transfer of the Shares being purchased and to transfer such Shares in accordance with the terms hereof.  At such time as any Shares are no longer subject to the Company’s repurchase and first refusal rights, the Company shall, at the written request of the Holder, deliver to the Holder a certificate representing such Shares with the balance of the Shares to be held in escrow pursuant to this Section.

(ii)Remedy.  Without limitation of any other provision of this Plan or other rights, in the event that a Holder or any other Person is required to sell a Holder’s Shares pursuant to the provisions of Sections 9(b) or (c) hereof and in the further event that he or she refuses or for any reason fails to deliver to the Company or its designated purchaser of such Shares the certificate or certificates evidencing such Shares together with a related stock power, the Company or such designated purchaser may deposit the applicable purchase price for such

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Shares with a bank designated by the Company, or with the Company’s independent public accounting firm, as agent or trustee, or in escrow, for such Holder or other Person, to be held by such bank or accounting firm for the benefit of and for delivery to him, her, them or it, and/or, in its discretion, pay such purchase price by offsetting any indebtedness then owed by such Holder as provided above.  Upon any such deposit and/or offset by the Company or its designated purchaser of such amount and upon notice to the Person who was required to sell the Shares to be sold pursuant to the provisions of Sections 9(b) or (c), such Shares shall at such time be deemed to have been sold, assigned, transferred and conveyed to such purchaser, such Holder shall have no further rights thereto (other than the right to withdraw the payment thereof held in escrow, if applicable), and the Company shall record such transfer in its stock transfer book or in any appropriate manner.

(f)Lockup Provision.  If requested by the Company, a Holder shall not sell or otherwise transfer or dispose of any Shares (including, without limitation, pursuant to Rule 144 under the Securities Act) held by him or her for such period following the effective date of a public offering by the Company of Shares as the Company shall specify reasonably and in good faith.  If requested by the underwriter engaged by the Company, each Holder shall execute a separate letter confirming his or her agreement to comply with this Section.

(g)Adjustments for Changes in Capital Structure.  If, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Section 9 shall apply with equal force to additional and/or substitute securities, if any, received by Holder in exchange for, or by virtue of his or her ownership of, Shares.

(h)Termination.  The terms and provisions of Section 9(b) and Section 9(c) (except for the Company’s right to repurchase Shares still subject to a risk of forfeiture upon a Termination Event) shall terminate upon the closing of the Company’s Initial Public Offering or upon consummation of any Sale Event, in either case as a result of which Shares are registered under Section 12 of the Exchange Act and publicly-traded on any national security exchange.

SECTION 10.TAX WITHHOLDING

(a)Payment by Grantee.  Each grantee shall, no later than the date as of which the value of an Award or of any Shares or other amounts received thereunder first becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income.  The Company and any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee.  The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee.

(b)Payment in Stock.  The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from Shares to be issued

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pursuant to an Award a number of Shares having an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due.

SECTION 11.SECTION 409A AWARDS.

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as may be specified by the Committee from time to time.  In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A.  The Company makes no representation or warranty and shall have no liability to any grantee under the Plan or any other Person with respect to any penalties or taxes under Section 409A that are, or may be, imposed with respect to any Award.

SECTION 12.AMENDMENTS AND TERMINATION

The Board may, at any time, amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the consent of the holder of the Award.  The Committee may exercise its discretion to reduce the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting such holders new Awards in replacement of the cancelled Stock Options.  To the extent determined by the Committee to be required either by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or otherwise, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders.  Nothing in this Section 12 shall limit the Board’s or Committee’s authority to take any action permitted pursuant to Section 3(c).  The Board reserves the right to amend the Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply with the requirements of the exemption pursuant to paragraph (f)(4) of Rule 12h-1 of the Exchange Act.

SECTION 13.STATUS OF PLAN

With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly so determine in connection with any Award.

SECTION 14.GENERAL PROVISIONS

(a)No Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof.  No Shares shall be issued pursuant to an Award until all applicable securities law and

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other legal and stock exchange or similar requirements have been satisfied.  The Committee may require the placing of such stop-orders and restrictive legends on certificates for Stock and Awards as it deems appropriate.

(b)Delivery of Stock Certificates.  Stock certificates to grantees under the Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company; provided that stock certificates to be held in escrow pursuant to Section 9 of the Plan shall be deemed delivered when the Company shall have recorded the issuance in its records.  Uncertificated Stock shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records).

(c)No Employment Rights.  The adoption of the Plan and the grant of Awards do not confer upon any Person any right to continued employment or Service Relationship with the Company or any Subsidiary.

(d)Trading Policy Restrictions.  Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policy-related restrictions, terms and conditions as may be established by the Committee, or in accordance with policies set by the Committee, from time to time.

(e)Designation of Beneficiary.  Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award on or after the grantee’s death or receive any payment under any Award payable on or after the grantee’s death.  Any such designation shall be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee.  If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.

(f)Legend.  Any certificate(s) representing the Shares shall carry substantially the following legend (and with respect to uncertificated Stock, the book entries evidencing such shares shall contain the following notation):

The transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including repurchase and restrictions against transfers) contained in the Carbon Black, Inc. 2012 Stock Option and Grant Plan and any agreements entered into thereunder by and between the company and the holder of this certificate (a copy of which is available at the offices of the company for examination).

(g)Information to Holders of Options.  In the event the Company is relying on the exemption from the registration requirements of Section 12(g) of the Exchange Act contained in

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paragraph (f)(1) of Rule 12h-1 of the Exchange Act, the Company shall provide the information described in Rule 701(e)(3), (4) and (5) of the Securities Act to all holders of Options in accordance with the requirements thereunder.  The foregoing notwithstanding, the Company shall not be required to provide such information unless the optionholder has agreed in writing, on a form prescribed by the Company, to keep such information confidential.

SECTION 15.EFFECTIVE DATE OF PLAN

The Plan shall become effective upon adoption by the Board and shall be approved by stockholders in accordance with applicable state law and the Company’s articles of incorporation and bylaws within 12 months thereafter.  If the stockholders fail to approve the Plan within 12 months after its adoption by the Board of Directors, then any Awards granted or sold under the Plan shall be rescinded and no additional grants or sales shall thereafter be made under the Plan.  Subject to such approval by stockholders and to the requirement that no Shares may be issued hereunder prior to such approval, Stock Options and other Awards may be granted hereunder on and after adoption of the Plan by the Board.  No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the date the Plan is adopted by the Board or the date the Plan is approved by the Company’s stockholders, whichever is earlier.

SECTION 16.GOVERNING LAW

This Plan, all Awards and any controversy arising out of or relating to this Plan and all Awards shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

DATE ADOPTED BY THE BOARD OF DIRECTORS:	July 11, 2012
DATE APPROVED BY THE STOCKHOLDERS:	July 12, 2012

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INCENTIVE STOCK OPTION GRANT NOTICE

UNDER THE CARBON BLACK, INC.
2012 STOCK OPTION AND GRANT PLAN

Pursuant to the Carbon Black, Inc. 2012 Stock Option and Grant Plan (the “Plan”), Carbon Black, Inc., a Delaware corporation (together with any successor, the “Company”), has granted to the individual named below, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.001 per share (“Common Stock”), of the Company indicated below (the “Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Grant Notice (the “Grant Notice”), the attached Incentive Stock Option Agreement (the “Agreement”) and the Plan.  This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).  To the extent that any portion of the Stock Option does not so qualify, it shall be deemed a non-qualified stock option.

Name of Optionee:	(the “Optionee”)
No. of Shares:	Shares of Common Stock
Grant Date:
Grant Number:
Vesting Commencement Date:	(the “Vesting Commencement Date”)
Expiration Date:	(the “Expiration Date”)
Option Exercise Price/Share:	(the “Option Exercise Price”)
Vesting Schedule:	[  ] percent of the Shares shall vest and become exercisable on the first anniversary of the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time.   Thereafter, the remaining [  ] percent of the Shares shall vest and become exercisable in [  ] equal monthly installments following the first anniversary of the Vesting Commencement Date, provided the Optionee continues to have a Service Relationship with the Company at such time.  Notwithstanding anything in the Agreement to the contrary, in the case of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 3(c) of the Plan.
Attachments: Incentive Stock Option Agreement, 2012 Stock Option and Grant Plan

INCENTIVE STOCK OPTION AGREEMENT
UNDER THE CARBON BLACK, INC.
2012 STOCK OPTION AND GRANT PLAN

All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Grant Notice and the Plan.

1.Vesting, Exercisability and Termination.

(a)No portion of this Stock Option may be exercised until such portion shall have vested and become exercisable.

(b)Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable on the respective dates indicated below:

(i)This Stock Option shall initially be unvested and unexercisable.

(ii)This Stock Option shall vest and become exercisable in accordance with the Vesting Schedule set forth in the Grant Notice.

(c)Termination.  Except as may otherwise be provided by the Committee, if the Optionee’s Service Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate subject, in each case, to Section 3(c) of the Plan):

(i)Termination Due to Death or Disability.  If the Optionee’s Service Relationship terminates by reason of such Optionee’s death or Disability, this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee’s legal representative or legatee for a period of 12 months from the date of death or Disability or until the Expiration Date, if earlier.

(ii)Other Termination.  If the Optionee’s Service Relationship terminates for any reason other than death or Disability, and unless otherwise determined by the Committee, this Stock Option may be exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier; provided however, if the Optionee’s Service Relationship is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination.

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s Service Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees.  Any portion of this Stock Option that is not vested and exercisable on the date of termination of the Service Relationship shall terminate immediately and be null and void.

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(d)It is understood and intended that this Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code to the extent permitted under applicable law.  Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment as an employee (or 12 months in the case of death or disability) to qualify as an incentive stock option.  If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Shares within either of these periods, he or she will notify the Company within 30 days after such disposition.  The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes.  Further, to the extent this Stock Option and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) first become exercisable in any year, such options will not qualify as incentive stock options.

2.Exercise of Stock Option.

(a)The Optionee may exercise this Stock Option only in the following manner:  Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Shares with respect to which this Stock Option is then exercisable.  Such notice shall specify the number of Shares to be purchased.  Payment of the purchase price may be made by one or more of the methods described in Section 5 of the Plan, subject to the limitations contained in such Section of the Plan, including the requirement that the Committee specifically approve in advance certain payment methods.

(b)Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

3.Incorporation of Plan.  Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan.

4.Transferability of Stock Option.  This Stock Option is personal to the Optionee and is not transferable by the Optionee in any manner other than by will or by the laws of descent and distribution.  The Stock Option may be exercised during the Optionee’s lifetime only by the Optionee (or by the Optionee’s guardian or personal representative in the event of the Optionee’s incapacity).  The Optionee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Optionee’s Stock Option in the event of the Optionee’s death to the extent provided herein.  If the Optionee does not designate a beneficiary, or if the designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent provided herein in the event of the Optionee’s death.

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5.Restrictions on Transfer of Shares.  The Shares acquired upon exercise of the Stock Option shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan and the Second Amended and Restated By-Laws of the Company, as amended and in effect (the “Bylaws”).  The Shares acquired upon exercise of the Stock Option and all other shares of the Company’s Common Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, and Series E-1 Preferred Stock, par value $0.001 per share, currently owned by the Optionee, or that the Optionee may acquire in the future (collectively, “Owned Shares”), may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of except in compliance with the Company’s Second Amended and Restated By-Laws, as amended and in effect (the “Bylaws”). Certificates representing Owned Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Owned Shares will include similar restrictive notations. The Optionee acknowledges that a copy of the Bylaws has been made available to the Optionee.

6.Miscellaneous Provisions.

(a)Equitable Relief.  The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

(b)Adjustments for Changes in Capital Structure.  If, as a result of any reorganization, recapitalization, reincorporation, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, this Stock Option or Shares acquired pursuant thereto.

(c)Change and Modifications.  This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective.  This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee.

(d)Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

(e)Headings.  The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.

(f)Saving Clause.  If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

4

(g)Notices.  All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid.  Notices to the Company or the Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other.

(h)Benefit and Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, assigns, and legal representatives.  The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.

(i)Counterparts.  For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

(j)Integration.  This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

7.Dispute Resolution.

(a)Except as provided below, any dispute arising out of or relating to the Plan or this Stock Option, this Agreement, or the breach, termination or validity of the Plan, this Stock Option or this Agreement, shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”).  The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1 16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof.  The place of arbitration shall be Boston, Massachusetts.

(b)The arbitration shall commence within 60 days of the date on which a written demand for arbitration is filed by any party hereto.  In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses.  In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party.  However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission.  In connection with any arbitration, each party to the arbitration shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert.  The arbitrator’s decision and award shall be made and delivered within six months of the selection of the arbitrator.  The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability.  The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages.

5

(c)The Company, the Optionee, each party to the Agreement and any other holder of Shares issued pursuant to this Agreement (each, a “Party”) covenants and agrees that such party will participate in the arbitration in good faith.  This Section 7 applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.

(d)Each Party (i) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court.  Each Party hereby consents to service of process by registered mail at the address to which notices are to be given.  Each Party agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of each other Party.  Final judgment against any Party in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

8.Data Privacy.  In order to implement, administer and manage Optionee’s participation in the Plan (“Purpose”), the Optionee’s personal data (“Data”) as described in this Agreement and any other Stock Option grant, materials may be collected, used and transferred by and among the Company, any Subsidiary of the Company or to a third party stock plan service provider (“Parties”).  The Optionee hereby expressly consents to the collection, use and transfer of  Optionee’s Data to the United States or elsewhere by the Parties for such Purpose.  The Optionee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Optionee’s local human resources representative.  The Optionee understands that refusing or withdrawing his or her consent may affect the Optionee’s ability to participate in the Plan.

9.Waiver of Statutory Information Rights.  The Optionee understands and agrees that, but for the waiver made herein, the Optionee would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights of the Optionee as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, the

6

Optionee hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of the Optionee under any other written agreement between the Optionee and the Company.

[SIGNATURE PAGE FOLLOWS]

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The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date first above written.

CARBON BLACK, INC.
By:
	Name:
	Title:
Address:

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, and understands that this Stock Option is subject to the terms of the Plan and of this Agreement.  This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Notice and this Agreement, SPECIFICALLY INCLUDING THE RESTRICTIONS ON TRANSFER IMPOSED BY THE BYLAWS, THE RESTRICTIONS ON TRANSFER IMPOSED BY SECTION 5 OF THIS AGREEMENT, THE ARBITRATION PROVISIONS SET FORTH IN SECTION 7 OF THIS AGREEMENT AND THE WAIVER OF STATUTORY INFORMATION RIGHTS SET FORTH IN SECTION 9 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written.

OPTIONEE:

Name:

Address:

Grant Number

8

[SPOUSE’S CONSENT(1)

I acknowledge that I have read the

foregoing Incentive Stock Option Agreement

and understand the contents thereof.

]

(1)  A spouse’s consent is recommended only if the Optionee’s state of residence is one of the following community property states:  Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin.

9

DESIGNATED BENEFICIARY:

Beneficiary’s Address:

10

Appendix A

STOCK OPTION EXERCISE NOTICE

Carbon Black, Inc.

1100 Winter Street

Waltham, MA 02451
Attention: Chief Financial Officer

Pursuant to the terms of the grant notice and stock option agreement between the undersigned and Carbon Black, Inc., a Delaware corporation (the “Company”), dated            (the “Agreement”) under the Carbon Black, Inc. 2012 Stock Option and Grant Plan, I, [Insert Name]                 , hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $       representing the purchase price for [Fill in number of Shares]         Shares.  I have chosen the following form(s) of payment:

o1.Cash

o2.Certified or bank check payable to Carbon Black, Inc.

o3.Other (as referenced in the Agreement and described in the Plan (please describe))                                                                                                    .

In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows:

(i)I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof.

(ii)I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company.

(iii)I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

(iv)I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time.

(v)I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and

11

under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof).  I further acknowledge that certificates representing Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations.

(vi)I have read and understand the Plan and acknowledge and agree that the Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan.

(vii)I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan.

(viii)I understand and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan.

(ix)I understand and agree that I may not sell or otherwise transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan.

(x)I understand and agree that, but for the waiver made herein and in the Agreement, I would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights as I may be provided under Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, I hereby unconditionally and irrevocably waive the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenant and agree never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any of my contractual inspection rights under any other written agreement between me and the Company.

(xi)I understand and agree that the Shares and all other shares of the Company’s Common Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, and Series E-1 Preferred Stock, par value $0.001 per share, that I currently own, or that I may acquire in the future (collectively, “Owned Shares”), may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of except in compliance with the Company’s Second Amended and Restated By-Laws, as amended and in effect (the “Bylaws”). I further acknowledge and agree that (a) certificates representing Owned Shares will bear restrictive legends reflecting the

12

foregoing and/or that book entries for uncertificated Owned Shares will include similar restrictive notations and (b) a copy of the Bylaws has been made available to me.

Sincerely yours,

Name:

Address:

13

NON-QUALIFIED STOCK OPTION GRANT NOTICE

UNDER THE CARBON BLACK, INC.
2012 STOCK OPTION AND GRANT PLAN

Pursuant to the Carbon Black, Inc. 2012 Stock Option and Grant Plan (the “Plan”), Carbon Black, Inc., a Delaware corporation (together with any successor, the “Company”), has granted to the individual named below, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.001 per share (“Common Stock”), of the Company indicated below (the “Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Grant Notice (the “Grant Notice”), the attached Non-Qualified Stock Option Agreement (the “Agreement”) and the Plan.  This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

Name of Optionee:	(the “Optionee”)
No. of Shares:	Shares of Common Stock
Grant Date:
Grant Number:
Vesting Commencement Date:	(the “Vesting Commencement Date”)
Expiration Date:	(the “Expiration Date”)
Option Exercise Price/Share:	(the “Option Exercise Price”)
Vesting Schedule:	[  ] percent of the Shares shall vest and become exercisable on the first anniversary of the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time.   Thereafter, the remaining [  ] percent of the Shares shall vest and become exercisable in [  ] equal monthly installments following the first anniversary of the Vesting Commencement Date, provided the Optionee continues to have a Service Relationship with the Company at such time.  Notwithstanding anything in the Agreement to the contrary, in the case of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 3(c) of the Plan.
Attachments: Non-Qualified Stock Option Agreement, 2012 Stock Option and Grant Plan

14

NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE CARBON BLACK, INC.
2012 STOCK OPTION AND GRANT PLAN

All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Grant Notice and the Plan.

1.Vesting, Exercisability and Termination.

(a)No portion of this Stock Option may be exercised until such portion shall have vested and become exercisable.

(b)Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable on the respective dates indicated below:

(i)This Stock Option shall initially be unvested and unexercisable.

(ii)This Stock Option shall vest and become exercisable in accordance with the Vesting Schedule set forth in the Grant Notice.

(c)Termination.  Except as may otherwise be provided by the Committee, if the Optionee’s Service Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate subject, in each case, to Section 3(c) of the Plan):

(i)Termination Due to Death or Disability.  If the Optionee’s Service Relationship terminates by reason of such Optionee’s death or Disability, this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee’s legal representative or legatee for a period of 12 months from the date of death or Disability or until the Expiration Date, if earlier.

(ii)Other Termination.  If the Optionee’s Service Relationship terminates for any reason other than death or Disability, and unless otherwise determined by the Committee, this Stock Option may be exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier; provided however, if the Optionee’s Service Relationship is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination.

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s Service Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees and any Permitted Transferee.  Any portion of this Stock Option that is not vested and exercisable on the date of termination of the Service Relationship shall terminate immediately and be null and void.

15

2.Exercise of Stock Option.

(a)The Optionee may exercise this Stock Option only in the following manner:  Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Shares with respect to which this Stock Option is then exercisable.  Such notice shall specify the number of Shares to be purchased.  Payment of the purchase price may be made by one or more of the methods described in Section 5 of the Plan, subject to the limitations contained in such Section of the Plan, including the requirement that the Committee specifically approve in advance certain payment methods.

(b)Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date.

3.Incorporation of Plan.  Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan.

4.Transferability of Stock Option.  This Stock Option is personal to the Optionee and is not transferable by the Optionee in any manner other than by will or by the laws of descent and distribution.  The Stock Option may be exercised during the Optionee’s lifetime only by the Optionee (or by the Optionee’s guardian or personal representative in the event of the Optionee’s incapacity).  The Optionee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Optionee’s Stock Option in the event of the Optionee’s death to the extent provided herein.  If the Optionee does not designate a beneficiary, or if the designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent provided herein in the event of the Optionee’s death.

5.Restrictions on Transfer of Shares.  The Shares acquired upon exercise of the Stock Option shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan and the Second Amended and Restated By-Laws of the Company, as amended and in effect (the “Bylaws”).  The Shares acquired upon exercise of the Stock Option and all other shares of the Company’s Common Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, and Series E-1 Preferred Stock, par value $0.001 per share, currently owned by the Optionee, or that the Optionee may acquire in the future (collectively, “Owned Shares”), may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of except in compliance with the Company’s Second Amended and Restated By-Laws, as amended and in effect (the “Bylaws”). Certificates representing Owned Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Owned Shares will include similar restrictive notations. The Optionee acknowledges that a copy of the Bylaws has been made available to the Optionee.

16

6.Miscellaneous Provisions.

(a)Equitable Relief.  The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

(b)Adjustments for Changes in Capital Structure.  If, as a result of any reorganization, recapitalization, reincorporation, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, this Stock Option or Shares acquired pursuant thereto.

(c)Change and Modifications.  This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective.  This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee.

(d)Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

(e)Headings.  The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.

(f)Saving Clause.  If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

(g)Notices.  All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid.  Notices to the Company or the Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other.

(h)Benefit and Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, assigns, and legal representatives.  The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.

(i)Counterparts.  For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

17

(j)Integration.  This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning such subject matter.

7.Dispute Resolution.

(a)Except as provided below, any dispute arising out of or relating to the Plan or this Stock Option, this Agreement, or the breach, termination or validity of the Plan, this Stock Option or this Agreement, shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”).  The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof.  The place of arbitration shall be Boston, Massachusetts.

(b)The arbitration shall commence within 60 days of the date on which a written demand for arbitration is filed by any party hereto.  In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses.  In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party.  However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission.  In connection with any arbitration, each party to the arbitration shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert.  The arbitrator’s decision and award shall be made and delivered within six months of the selection of the arbitrator.  The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability.  The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages.

(c)The Company, the Optionee, each party to the Agreement and any other holder of Shares issued pursuant to this Agreement (each, a “Party”) covenants and agrees that such party will participate in the arbitration in good faith.  This Section 7 applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.

(d)Each Party (i) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other

18

jurisdiction which may be called upon to grant an enforcement of the judgment of any such court.  Each Party hereby consents to service of process by registered mail at the address to which notices are to be given.  Each Party agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of each other Party.  Final judgment against any Party in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

8.Data Privacy.  In order to implement, administer and manage Optionee’s participation in the Plan (“Purpose”), the Optionee’s personal data (“Data”) as described in this Agreement and any other Stock Option grant, materials may be collected, used and transferred by and among the Company, any Subsidiary of the Company or to a third party stock plan service provider (“Parties”).  The Optionee hereby expressly consents to the collection, use and transfer of  Optionee’s Data to the United States or elsewhere by the Parties for such Purpose.  The Optionee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Optionee’s local human resources representative.  The Optionee understands that refusing or withdrawing his or her consent may affect the Optionee’s ability to participate in the Plan.

9.Waiver of Statutory Information Rights.  The Optionee understands and agrees that, but for the waiver made herein, the Optionee would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights of the Optionee as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, the Optionee hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of the Optionee under any other written agreement between the Optionee and the Company.

[SIGNATURE PAGE FOLLOWS]

19

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date first above written.

CARBON BLACK, INC.
By:
	Name:
	Title:
Address:

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, and understands that this Stock Option is subject to the terms of the Plan and of this Agreement.  This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Notice and this Agreement, SPECIFICALLY INCLUDING THE RESTRICTIONS ON TRANSFER IMPOSED BY THE BYLAWS, THE RESTRICTIONS ON TRANSFER IMPOSED BY SECTION 5 OF THIS AGREEMENT, THE ARBITRATION PROVISIONS SET FORTH IN SECTION 7 OF THIS AGREEMENT AND THE WAIVER OF STATUTORY INFORMATION RIGHTS SET FORTH IN SECTION 9 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written.

OPTIONEE:

Name:

Address:

Grant Number

20

[SPOUSE’S CONSENT(1)

I acknowledge that I have read the

foregoing Non-Qualified Stock Option Agreement

and understand the contents thereof.

]

(1)  A spouse’s consent is recommended only if the Optionee’s state of residence is one of the following community property states:  Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin.

21

DESIGNATED BENEFICIARY:

Beneficiary’s Address:

22

Appendix A

STOCK OPTION EXERCISE NOTICE

Carbon Black, Inc.

1100 Winter Street

Waltham, MA 02451
Attention: Chief Financial Officer

Pursuant to the terms of the grant notice and stock option agreement between the undersigned and Carbon Black, Inc., a Delaware corporation (the “Company”), dated            (the “Agreement”) under the Carbon Black, Inc. 2012 Stock Option and Grant Plan, I, [Insert Name]                 , hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $       representing the purchase price for [Fill in number of Shares]         Shares.  I have chosen the following form(s) of payment:

o1.Cash

o2.Certified or bank check payable to Carbon Black, Inc.

o3.Other (as referenced in the Agreement and described in the Plan (please describe))                                                                            .

In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows:

(i)I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof.

(ii)I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company.

(iii)I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

(iv)I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time.

(v)I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and

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under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof).  I further acknowledge that certificates representing Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations.

(vi)I have read and understand the Plan and acknowledge and agree that the Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan.

(vii)I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan.

(viii)I understand and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan.

(ix)I understand and agree that I may not sell or otherwise transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan.

(x)I understand and agree that, but for the waiver made herein and in the Agreement, I would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights as I may be provided under Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, I hereby unconditionally and irrevocably waive the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenant and agree never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any of my contractual inspection rights under any other written agreement between me and the Company.

(xi)I understand and agree that the Shares and all other shares of the Company’s Common Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, and Series E-1 Preferred Stock, par value $0.001 per share, that I currently own, or that I may acquire in the future (collectively, “Owned Shares”), may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of except in compliance with the Company’s Second Amended and Restated By-Laws, as amended and in effect (the “Bylaws”). I further acknowledge and agree that (a) certificates representing Owned Shares will bear restrictive legends reflecting the

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foregoing and/or that book entries for uncertificated Owned Shares will include similar restrictive notations and (b) a copy of the Bylaws has been made available to me.

Sincerely yours,

Name:

Address:

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RESTRICTED STOCK AWARD NOTICE
UNDER THE CARBON BLACK, INC.
2012 STOCK OPTION AND GRANT PLAN

Pursuant to the Carbon Black, Inc. 2012 Stock Option and Grant Plan (the “Plan”), Carbon Black, Inc., a Delaware corporation (together with any successor, the “Company”), hereby grants, sells and issues to the individual named below, the Shares at the Per Share Purchase Price, subject to the terms and conditions set forth in this Restricted Stock Award Notice (the “Award Notice”), the attached Restricted Stock Agreement (the “Agreement”) and the Plan.  The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her.  The Company hereby acknowledges receipt of $[                 ] in full payment for the Shares.  All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapitalizations, mergers, reorganizations and similar changes affecting the capital stock of the Company, and any shares of capital stock of the Company received on or in respect of Shares in connection with any such event (including any shares of capital stock or any right, option or warrant to receive the same or any security convertible into or exchangeable for any such shares or received upon conversion of any such shares) shall be subject to this Agreement on the same basis and extent at the relevant time as the Shares in respect of which they were issued, and shall be deemed Shares as if and to the same extent they were issued at the date hereof.

Name of Grantee:	(the “Grantee”)
No. of Shares:	Shares of Common Stock (the “Shares”)
Grant Date:	,
Vesting Commencement Date:	,       (the “Vesting Commencement Date”)
Per Share Purchase Price:	$                (the “Per Share Purchase Price”)
Vesting Schedule:	[25] percent of the Shares shall vest on the [first] anniversary of the Vesting Commencement Date; provided that the Grantee continues to have a Service Relationship with the Company at such time. Thereafter, the remaining [75] percent of the Shares shall vest in [36] equal monthly installments following the first anniversary of the Vesting Commencement Date, provided the Grantee continues to have a Service Relationship with the Company at such time. Notwithstanding anything in the Agreement to the contrary in the case of a Sale Event, the Shares of Restricted Stock shall be treated as provided in Section 3(c) of the Plan.

Attachments:  Restricted Stock Agreement, 2012 Stock Option and Grant Plan

RESTRICTED STOCK AGREEMENT
UNDER THE CARBON BLACK, INC.
2012 STOCK OPTION AND GRANT PLAN

All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Award Notice and the Plan.

1.Purchase and Sale of Shares; Vesting; Investment Representations.

(a)Purchase and Sale.  The Company hereby sells to the Grantee, and the Grantee hereby purchases from the Company, the number of Shares set forth in the Award Notice for the Per Share Purchase Price.

(b)Vesting.  Initially, all of the Shares are non-transferable and subject to a substantial risk of forfeiture and are Shares of Restricted Stock.  The risk of forfeiture shall lapse with respect to the Shares on the respective dates indicated on the Vesting Schedule set forth in the Award Notice.

(c)Investment Representations.  In connection with the purchase and sale of the Shares contemplated by Section 1(a) above, the Grantee hereby represents and warrants to the Company as follows:

(i)The Grantee is purchasing the Shares for the Grantee’s own account for investment only, and not for resale or with a view to the distribution thereof.

(ii)The Grantee has had such an opportunity as he or she has deemed adequate to obtain from the Company such information as is necessary to permit him or her to evaluate the merits and risks of the Grantee’s investment in the Company and has consulted with the Grantee’s own advisers with respect to the Grantee’s investment in the Company.

(iii)The Grantee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

(iv)The Grantee can afford a complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period.

(v)The Grantee understands that the Shares are not registered under the Act (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Act and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirements thereof).  The Grantee further acknowledges that certificates representing the Shares will bear

2

restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations.

(vi)The Grantee has read and understands the Plan and acknowledges and agrees that the Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan.

(vii)The Grantee understands and agrees that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan.

(viii)The Grantee understands and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan.

(ix)The Grantee understands and agrees that the Grantee may not sell or otherwise transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan.

2.Repurchase Right.  Upon a Termination Event, the Company shall have the right to repurchase Shares of Restricted Stock that are unvested as of the date of such Termination Event as set forth in Section 9(c) of the Plan.(1)

3.Restrictions on Transfer of Shares.  The Shares (whether or not vested) shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan

4.Incorporation of Plan.  Notwithstanding anything herein to the contrary, this Restricted Stock Award shall be subject to and governed by all the terms and conditions of the Plan.

5.Miscellaneous Provisions.

(a)Record Owner; Dividends.  The Grantee and any Permitted Transferees, during the duration of this Agreement, shall be considered the record owners of and shall be entitled to vote the Shares if and to the extent the Shares are entitled to voting rights.  The Grantee and any Permitted Transferees shall be entitled to receive all dividends and any other distributions declared on the Shares; provided, however, that the Company is under no duty to declare any such dividends or to make any such distribution.

(b)Section 83(b) Election.  The Grantee shall consult with the Grantee’s tax advisor to determine whether it would be appropriate for the Grantee to make an election under Section 83(b) of the Code with respect to this Award.  Any such election must be filed with the Internal Revenue Service within 30 days of the date of this Award.  If the Grantee makes an election under Section 83(b) of the Code, the Grantee shall give prompt notice to the Company (and provide a copy of such election to the Company).

(1)  This language should be revised if the Company does want the ability to repurchase vested shares.  See the definition of “Repurchase Event” in the Plan.  The Company always has to have the right to repurchase unvested shares of Restricted Stock.

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(c)Equitable Relief.  The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

(d)Change and Modifications.  This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Grantee.

(e)Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

(f)Headings.  The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.

(g)Saving Clause.  If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

(h)Notices.  All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid.  Notices to the Company or the Grantee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other.

(i)Benefit and Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, assigns, and legal representatives.  The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.

(j)Counterparts.  For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

(k)Integration.  This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

6.Dispute Resolution.

(a)Except as provided below, any dispute arising out of or relating to the Plan or the Shares, this Agreement, or the breach, termination or validity of the Plan, the Shares or this Agreement, shall be finally settled by binding arbitration conducted expeditiously in

4

accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”).  The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1 - 16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof.  The place of arbitration shall be Boston, Massachusetts.

(b)The arbitration shall commence within 60 days of the date on which a written demand for arbitration is filed by any party hereto.  In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses.  In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party.  However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission.  In connection with any arbitration, each party to the arbitration shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert.  The arbitrator’s decision and award shall be made and delivered within six months of the selection of the arbitrator.  The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability.  The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages.

(c)The Company, the Grantee, each party to the Agreement and any other holder of Shares issued pursuant to this Agreement (each, a “Party”) covenants and agrees that such party will participate in the arbitration in good faith.  This Section 6 applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.

(d)Each Party (i) hereby irrevocably submits to the jurisdiction of any United States District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court.  Each Party hereby consents to service of process by registered mail at the address to which notices are to be given.  Each Party agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of each other Party.  Final judgment against any Party in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.

[SIGNATURE PAGE FOLLOWS]

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The foregoing Restricted Stock Agreement is hereby accepted and the terms and conditions thereof are hereby agreed to by the undersigned as of the date first above written.

CARBON BLACK, INC.
By:
	Name:
	Title:
Address:

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof and understands that the Shares granted hereby are subject to the terms of the Plan and of this Agreement.  This Agreement is hereby accepted, and the terms and conditions of the Plan, the Award Notice and this Agreement, SPECIFICALLY INCLUDING THE ARBITRATION PROVISIONS SET FORTH IN SECTION 6 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written.

GRANTEE:

Name:

Address:

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[SPOUSE’S CONSENT(2)

I acknowledge that I have read the

foregoing Restricted Stock Agreement

and understand the contents thereof.

                                                                                          ]

(2)  A spouse’s consent is required only if the Grantee’s state of residence is one of the following community property states:  Arizona, California, Idaho, Louisiana, New Mexico, Nevada, Texas, Washington and Wisconsin.

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RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE CARBON BLACK, INC.
2012 STOCK OPTION AND GRANT PLAN

Name of Grantee:

No. of Restricted Stock Units:

Grant Date:

Pursuant to the Carbon Black, Inc. 2012 Stock Option and Grant Plan, as amended through the date hereof (the “Plan”), Carbon Black, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above.  Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”), of the Company.

1.General Restrictions on Transfer of Award.  This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

2.Vesting of Restricted Stock Units.  The Restricted Stock Units are subject to both a time-based condition (the “Time Condition”) and performance-based vesting (the “Performance Vesting”) described in paragraphs (a) and (b) below, both of which must be satisfied prior to the Expiration Date before the Restricted Stock Units will be deemed vested and may be settled in accordance with Section 4 of this Agreement.

(a)Time Condition. The Time Condition shall be satisfied as follows: 25% of the Restricted Stock Units shall satisfy the Time Condition on the first anniversary of the Vesting Commencement Date (the “First Anniversary”), subject to the Grantee maintaining a continuous Service Relationship through such date, and the remaining Restricted Stock Units shall satisfy the Time Condition in 12 equal quarterly installments thereafter commencing upon the second business day of the third month of each fiscal quarter following the quarter in which the First Anniversary occurs, subject to the Grantee maintaining a continuous Service Relationship through each such date.

(b)Performance Vesting. The Restricted Stock Units shall only satisfy the Performance Vesting on the first to occur of (i) immediately prior to a Sale Event or (ii) an Initial Public Offering, in either case, occurring prior to the Expiration Date.

(c)Vesting Date.  Each date as of which both the Time Condition and Performance Vesting described in paragraphs (a) and (b) have been satisfied with respect to any Restricted Stock Units shall be referred to as a “Vesting Date.”  No Vesting Date shall occur after the Expiration Date. To the extent the Restricted Stock Units have not satisfied both the

Time Condition and the Performance Vesting, such Restricted Stock Units shall expire and be of no further force or effect on the Expiration Date.

The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

3.Termination of Service Relationship.  If the Grantee’s Service Relationship terminates for any reason (including death or disability) prior to the satisfaction of the Time Condition set forth in Section 2 above, any Restricted Stock Units that have not satisfied the Time Condition as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.  Any Restricted Stock Units that have satisfied the Time Condition as of such date shall remain subject to the Performance Vesting set forth in Section 2(b) above, but shall expire and be of no further force or effect on the Expiration Date.

4.Issuance of Shares of Stock.  As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

5.Incorporation of Plan.  Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan.  Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6.Restrictions on Transfer.  All shares of Stock acquired under this Agreement upon settlement of Restricted Stock Units shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan and the Second Amended and Restated By-Laws of the Company, as amended and in effect (the “Bylaws”).  All shares of Stock acquired under this Agreement and all other shares of the Company’s Common Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, and Series E-1 Preferred Stock, par value $0.001 per share, currently owned by the Grantee, or that the Grantee may acquire in the future (collectively, “Owned Shares”), may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of except in compliance with the Company’s Second Amended and Restated By-Laws, as amended and in effect (the “Bylaws”). Certificates representing Owned Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Owned Shares will include similar restrictive notations. The Grantee acknowledges that a copy of the Bylaws has been made available to the Grantee.

7.Grantee Representations.  In connection with any issuance of shares of Stock upon settlement of Restricted Stock Units under this Agreement, the Grantee hereby represents and warrants to the Company as follows (to the extent applicable):

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(i)The Grantee is purchasing the shares of Stock for the Grantee’s own account for investment only, and not for resale or with a view to the distribution thereof.

(ii)The Grantee has had such an opportunity as he or she has deemed adequate to obtain from the Company such information as is necessary to permit him or her to evaluate the merits and risks of the Grantee’s investment in the Company and has consulted with the Grantee’s own advisers with respect to the Grantee’s investment in the Company.

(iii)The Grantee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the shares of Stock and to make an informed investment decision with respect to such purchase.

(iv)The Grantee can afford a complete loss of the value of the shares of Stock and is able to bear the economic risk of holding such shares of Stock for an indefinite period.

(v)The Grantee understands that the shares of Stock are not registered under the Securities Act (it being understood that the shares of Stock are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirements thereof).  The Grantee further acknowledges that certificates representing the shares of Stock will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated shares of Stock will include similar restrictive notations.

(vi)The Grantee has read and understands the Plan and acknowledges and agrees that the shares of Stock are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan.

(vii)The Grantee understands and agrees that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan.

(viii)The Grantee understands and agrees that the Grantee may not sell or otherwise transfer or dispose of the shares of Stock for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan.

(ix)The Grantee understands and agrees that all shares of Stock acquired under this Agreement upon settlement of Restricted Stock Units and all other shares of the Company’s Common Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, and Series E-1 Preferred Stock, par value $0.001 per share, that the Grantee may currently own, or that the Grantee may acquire in the future (collectively, “Owned Shares”), may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of except in compliance with the Company’s

3

Second Amended and Restated By-Laws, as amended and in effect (the “Bylaws”). The Grantee further acknowledges and agrees that (a) certificates representing Owned Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Owned Shares will include similar restrictive notations and (b) a copy of the Bylaws has been made available to Grantee.

8.Tax Withholding.   The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event.  The required tax withholding obligation shall be satisfied  by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.

9.Section 409A of the Code.  This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

10.No Obligation to Continue Service Relationship.  Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in a Service Relationship and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Service Relationship of the Grantee at any time.

11.Integration.  This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

12.Data Privacy Consent.  In order to implement, administer and manage the Grantee’s participation in the Plan (“Purpose”), the Grantee’s personal data (“Data”) as described in this Agreement and any other Share grant materials may be collected, used and transferred by and among the Company, any Subsidiary of the Company or to a third party stock plan service provider (“Parties”).  The Grantee hereby expressly consents to the collection, use and transfer of the Grantee’s Data to the United States or elsewhere by the Parties for such Purpose.  The Grantee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative.  The Grantee understands that refusing or withdrawing his or her consent may affect the Grantee’s ability to participate in the Plan.

13.Notices.  Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

14.Waiver of Statutory Information Rights.  The Grantee understands and agrees that, but for the waiver made herein, the Grantee would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and

4

extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights of the Grantee as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, the Grantee hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of the Grantee under any other written agreement between the Grantee and the Company.

CARBON BLACK, INC.
By:
	Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.  Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

Dated:
	Grantee’s Signature
	Grantee’s name and address:

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EX-10.7

Exhibit 10.7

CARBON BLACK, INC.

AMENDED AND RESTATED

EQUITY INCENTIVE PLAN

(formerly, the Stock Incentive Plan)

1.Purpose and Eligibility.  The purpose of this Equity Incentive Plan (the “Plan”) of Carbon Black, Inc., a Delaware corporation (the “Company”) is to provide stock options, stock issuances and other equity interests in the Company (each, an “Award”) to (a) employees, officers, directors, consultants and advisors of the Company and its Parents and Subsidiaries, and (b) any other Person who is determined by the Board to have made (or is expected to make) contributions to the Company.  Any person to whom an Award has been granted under the Plan is called a “Participant.” Additional definitions are contained in Section 10.

2.Administration.

a.Administration by Board of Directors.  The Plan will be administered by the Board of Directors of the Company (the “Board”). The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award. The Board shall have authority, subject to the express limitations of the Plan, (i) to construe and determine the respective Stock Option Agreement, Awards and the Plan, (ii) to prescribe, amend and rescind rules and regulations relating to the Plan and any Awards, (iii) to determine the terms and provisions of the respective Stock Option Agreements and Awards, which need not be identical, (iv) to initiate an Option Exchange Program, and (v) to make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration and interpretation of the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Stock Option Agreement or Award in the manner and to the extent it shall deem expedient to carry the Plan, any Stock Option Agreement or Award into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be final and binding on all interested persons.  Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan.

b.Appointment of Committee.  To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean such Committee or the Board.

c.Delegation to Executive Officers.  To the extent permitted by applicable law, the Board may delegate to one or more executive officers of the Company the power to grant Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of Awards to be granted and the maximum number of shares issuable to any one Participant pursuant to Awards granted by such executive officers.

3.Stock Available for Awards.

a.Number of Shares.  Subject to adjustment under Section 3(b), the aggregate number of shares of Common Stock of the Company (the “Common Stock”) that may be issued

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pursuant to the Plan is the Available Shares (as defined on the last page).  If any Award expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. If an Award granted under the Plan shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject to such Award shall again be available for subsequent Awards under the Plan, and if shares of Common Stock issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to, the Company at no more than the price paid for such shares, such shares of Common Stock shall again be available for the grant of Awards under the Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

b.Adjustment to Common Stock.  Subject to Section 7, in the event of any stock split, reverse stock split stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization or similar event, (i) the number and class of securities available for Awards under the Plan and the per-Participant share limit, (ii) the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option, (iii) the repurchase price per security subject to repurchase, and (iv) the terms of each other outstanding Award shall be adjusted by the Company (or substituted Awards may be made if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate.

4.Stock Options.

a.General.  The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option and the shares of Common Stock issued upon the exercise of each Option, including, but not limited to, vesting provisions, repurchase provisions and restrictions relating to applicable federal or state securities laws.  Each Option will be evidenced by a Stock Option Agreement, consisting of a Notice of Stock Option Award and a Stock Option Award Agreement (collectively, a “Stock Option Agreement”).

b.Incentive Stock Options. An Option that the Board intends to be an incentive stock option (an “Incentive Stock Option”) as defined in Section 422 of the Code, as amended, or any successor statute (“Section 422”), shall be granted only to an employee of the Company and shall be subject to and shall be construed consistently with the requirements of Section 422 and regulations thereunder.  The Board and the Company shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such. An Option or any part thereof that does not qualify as an Incentive Stock Option is referred to herein as a “Nonstatutory Stock Option” or “Nonqualified Stock Option.”

c.Dollar Limitation. For so long as the Code shall so provide, Options granted to any employee under the Plan (and any other incentive stock option plans of the Company) which are intended to qualify as Incentive Stock Options shall not qualify as Incentive Stock Options to the extent that such Options, in the aggregate, become exercisable for the first time in any one calendar year for shares of Common Stock with an aggregate fair market value (determined as of

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the respective date or dates of grant) of more than $100,000. The amount of Incentive Stock Options which exceed such $100,000 limitation shall be deemed to be Nonqualified Stock Options.  For the purpose of this limitation, unless otherwise required by the Code or regulations of the Internal Revenue Service or determined by the Board, Options shall be taken into account in the order granted, and the Board may designate that portion of any Incentive Stock Option that shall be treated as Nonqualified Option in the event that the provisions of this paragraph apply to a portion of any Option.  The designation described in the preceding sentence may be made at such time as the Committee considers appropriate, including after the issuance of the Option or at the time of its exercise.

d.Exercise Price.  The Board shall establish the exercise price (or determine the method by which the exercise price shall be determined) at the time each Option is granted and specify the exercise price in the applicable Stock Option Agreement, provided, however, in no event may the per share exercise price be less than the Fair Market Value (as defined below) of the Common Stock. In the case of an Incentive Stock Option granted to a Participant who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any parent or subsidiary, then the exercise price shall be no less than 110% of the fair market value of the Common Stock on the date of grant.  In the case of a grant of an Incentive Stock Option to any other Participant, the exercise price shall be no less than 100% of the fair market value of the Common Stock on the date of grant.

e.Duration of Options.  Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable Stock Option Agreement; provided, that the term of any Incentive Stock Option may not be more than ten (10) years from the date of grant.  In the case of an Incentive Stock Option granted to a Participant who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any parent or subsidiary,  the term of the Option shall be no longer than five (5) years from the date of grant.

f.Exercise of Option. Options may be exercised only by delivery to the Company of a written notice of exercise signed by the proper person together with payment in full as specified in Section 4(g) and the Stock Option Agreement for the number of shares for which the Option is exercised.

g.Payment Upon Exercise.  Common Stock purchased upon the exercise of an Option shall be paid for by one or any combination of the following forms of payment as permitted by the Board in its sole and absolute discretion:

i.by check payable to the order of the Company;

ii.only if the Common Stock is then publicly traded, by delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price;

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iii.to the extent explicitly provided in the applicable Stock Option Agreement, by delivery of shares of Common Stock owned by the Participant valued at fair market value (as determined by the Board or as determined pursuant to the applicable Stock Option Agreement);

iv.by delivery of a promissory note of the Participant, with full recourse to the Participant, to the Company (and delivery to the Company by the Participant of a check in an amount equal to the par value of the shares purchased); or payment of such other lawful consideration as the Board may determine.

Except as otherwise expressly set forth in a Stock Option Agreement, the Board shall have no obligation to accept consideration other than cash and in particular, unless the Board so expressly provides, in no event will the Company accept the delivery of shares of Common Stock that have not been owned by the Participant at least six months prior to the exercise.  The fair market value of any shares of the Company’s Common Stock or other non-cash consideration which may be delivered upon exercise of an Option shall be determined in such manner as may be prescribed by the Board.

h.Acceleration, Extension, Etc. The Board may, in its sole discretion, and in all instances subject to any relevant tax and accounting considerations which may adversely impact or impair the Company, (i) accelerate the date or dates on which all or any particular Options or Awards granted under the Plan may be exercised, or (ii) extend the dates during which all or any particular Options or Awards granted under the Plan may be exercised or vest.

i.Determination of Fair Market Value. If, at the time an Option is granted under the Plan, the Company’s Common Stock is publicly traded under the Exchange Act, “fair market value” shall mean (i) if the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq Small Cap Market of The Nasdaq Stock Market, its fair market value shall be the last reported sales price for such stock (on that date) or the closing bid, if no sales were reported as quoted on such exchange or system as reported in The Wall Street Journal or such other source as the Board deems reliable; or (ii) the average of the closing bid and asked prices last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on a national market system. In the absence of an established market for the Common Stock, the fair market value thereof shall be determined in good faith by the Board after taking into consideration all factors which it deems appropriate.

5.Restricted Stock.

a.Grants.  The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to (i) delivery to the Company by the Participant of a check in an amount at least equal to the par value of the shares purchased, and (ii) the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock Award”).

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b.Terms and Conditions.  The Board shall determine the terms and conditions of any such Restricted Stock Award. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee).  After the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or, if the Participant has died, to the beneficiary designated by a Participant, in a manner determined by the Board, to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s estate.

6.Other Stock-Based Awards.  The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units.

7.General Provisions Applicable to Awards.

a.Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant; provided, however, except as the Board may otherwise determine or provide in an Award, that Nonstatutory Options and Restricted Stock Awards may be transferred pursuant to a qualified domestic relations order (as defined in Employee Retirement Income Security Act of 1974, as amended) or to a grantor-retained annuity trust or a similar estate-planning vehicle in which the trust is bound by all provisions of the Stock Option Agreement and Restricted Stock Award, which are applicable to the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

b.Documentation.  Each Award under the Plan shall be evidenced by a written instrument in such form as the Board shall determine or as executed by an officer of the Company pursuant to authority delegated by the Board.  Each Award may contain terms and conditions in addition to those set forth in the Plan, provided that such terms and conditions do not contravene the provisions of the Plan or applicable law.

c.Board Discretion.  The terms of each type of Award need not be identical, and the Board need not treat Participants uniformly.

d.Additional Award Provisions.  The Board may, in its sole discretion, include additional provisions in any Stock Option Agreement, Restricted Stock Award or other Award granted under the Plan, including without limitation restrictions on transfer, repurchase rights, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to Participants upon exercise of Awards, or transfer other property to Participants upon exercise of Awards, or such other provisions as shall be determined by the Board; provided that

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such additional provisions shall not be inconsistent with any other term or condition of the Plan or applicable law.

e.Termination of Status. The Board shall determine the effect on an Award of the disability (as defined in Code Section 22(e)(3)), death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award, subject to applicable law and the provisions of the Code related to Incentive Stock Options.

f.Change of Control of the Company.

i.Unless otherwise expressly provided in the applicable Stock Option Agreement or Restricted Stock Award or other Award, in connection with the occurrence of a Change in Control (as defined below), the Board shall, in its sole discretion as to any outstanding Award (including any portion thereof; on the same basis or on different bases, as the Board shall specify), take one or any combination of the following actions:

A.make appropriate provision for the continuation of such Award by the Company or the assumption of such Award by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such Award either (x) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Change of Control, (y) shares of stock of the surviving or acquiring corporation or (z) such other securities as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of Common Stock subject to such Award immediately preceding the Change of Control;

B.accelerate the date of exercise or vesting of such Award;

C.permit the exchange of such Award for the right to participate in any stock option or other employee benefit plan of any successor corporation; or

D.provide for the repurchase of the Award for an amount equal to the difference of (i) the consideration received per share for the securities underlying the Award in the Change of Control minus (ii) the per share exercise price of such securities.  Such amount shall be payable in cash or the property payable in respect of such securities in connection with the Change of Control.  The value of any such property shall be determined by the Board in its discretion.

E.provide for the termination of such Award immediately prior to the consummation of the Change of Control; provided that no such termination will be effective if the Change of Control is not consummated.

F.For the purpose of this Agreement, a “Change of Control” or “Reorganization Event” shall mean:

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(a)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then outstanding shares of voting stock of the Company (the “Voting Stock”); provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of 50% or more of Voting Stock shall not constitute a Change in Control; and provided, further, that any acquisition by a corporation with respect to which, following such acquisition, more than 50% of the then outstanding shares of common stock of such corporation, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Voting Stock, shall not constitute a Change in Control; or

(b)Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute a majority of the members of this Board; provided that any individual who becomes a director after the Effective Date whose election or nomination for election by the Company’s Shareholders was approved by a majority of the members of the Incumbent Directors (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened “election contest” relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 under the Exchange Act), “tender offer” (as such term is used in Section 14(d) of the Exchange Act) or a proposed Merger (as defined below) shall be deemed to be members of the Incumbent Directors; or

(c)The consummation of (i) a reorganization, merger or consolidation (any of the foregoing, a “Merger”), in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the corporation resulting from Merger, (ii) a complete liquidation or dissolution of the Company or (iii) the sale or other disposition of all or substantially

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all of the assets of the Company, excluding a sale or other disposition of assets to a subsidiary of the Company.

g.Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, the Board shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction.  The Board in its sole discretion may provide for a Participant to have the right to exercise his or her Award until fifteen (15) days prior to such transaction as to all of the shares of Common Stock covered by the Option or Award, including shares as to which the Option or Award would not otherwise be exercisable, which exercise may in the sole discretion of the Board, be made subject to and conditioned upon the consummation of such proposed transaction.  In addition, the Board may provide that any Company repurchase option applicable to any shares of Common Stock purchased upon exercise of an Option or Award shall lapse as to all such shares of Common Stock, provided the proposed dissolution and liquidation takes place at the time and in the manner contemplated.  To the extent it has not been previously exercised, an Award will terminate upon the consummation of such proposed action.

h.Assumption of Options Upon Certain Events. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by such entity or an affiliate thereof.

i.The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances.

j.Parachute Payments and Parachute Awards.  Notwithstanding the provisions of Section 7(f), if, in connection with a Change of Control described therein, a tax under Section 4999 of the Code would be imposed on the Participant (after taking into account the exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the Code), then the number of Awards which shall become exercisable, realizable or vested as provided in such Section shall be reduced (or delayed), to the minimum extent necessary, so that no such tax would be imposed on the Participant (the Awards not becoming so accelerated, realizable or vested, the “Parachute Awards”); provided, however, that if the “aggregate present value” of the Parachute Awards would exceed the tax that, but for this sentence, would be imposed on the Participant under Section 4999 of the Code in connection with the Change of Control, then the Awards shall become immediately exercisable, realizable and vested without regard to the provisions of this sentence. For purposes of the preceding sentence, the “aggregate present value” of an Award shall be calculated on an after-tax basis (other than taxes imposed by Section 4999 of the Code) and shall be based on economic principles rather than the principles set forth under Section 280G of the Code and the regulations promulgated thereunder. All determinations required to be made under this Section 7(j) shall be made by the Company.

k.Amendment of Awards.  The Board may amend, modify or terminate any outstanding Award including, but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant.

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l.              Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

m.           Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of some or all restrictions, or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may (i) cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs, or (ii) disqualify all or part of the Option as an Incentive Stock Option.

8.             Withholding.  The Company shall have the right to deduct from payments of any kind otherwise due to the optionee or recipient of an Award any federal, state or local taxes of any kind required by law to be withheld with respect to any shares issued upon exercise of Options under the Plan or the purchase of shares subject to the Award. Subject to the prior approval of the Company, which may be withheld by the Company in its sole discretion, the optionee or recipient of an Award may elect to satisfy such obligation, in whole or in part, (a) by causing the Company to withhold shares of Common Stock otherwise issuable pursuant to the exercise of an Option or the purchase of shares subject to an Award or (b) by delivering to the Company shares of Common Stock already owned by the optionee or Award recipient of an Award. The shares so delivered or withheld shall have a fair market value of the shares used to satisfy such withholding obligation as shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. An optionee or recipient of an Award who has made an election pursuant to this Section may only satisfy his or her withholding obligation with shares of Common Stock which are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

9.             No Exercise of Option if Engagement or Employment Terminated for Cause.  If the employment or engagement of any Participant is terminated “for Cause”, the Award may terminate, upon a determination of the Board, on the date of such termination and the Option shall thereupon not be exercisable to any extent whatsoever and the Company shall have the right to repurchase any shares of Common Stock subject to a Restricted Stock Award whether or not such shares have vested.  For purposes of this Section 9, “for Cause” shall be defined as follows:  (i) if the Participant has executed an employment agreement, the definition of “cause” contained therein, if any, shall govern, or (ii) conduct, as determined by the Board of Directors, involving one or more of the following: (a) gross misconduct or inadequate performance by the Participant which is injurious to the Company; or (b) the commission of an act of embezzlement, fraud or theft, which results in economic loss, damage or injury to the Company; or (c) the unauthorized disclosure of any trade secret or confidential information of the Company (or any client, customer, supplier or other third party who has a business relationship with the Company)

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or the violation of any noncompetition or nonsolicitation covenant or assignment of inventions obligation with the Company; or (d) the commission of an act which constitutes unfair competition with the Company or which induces any customer or prospective customer of the Company to breach a contract with the Company or to decline to do business with the Company; or (e) the indictment of the Participant for a felony or serious misdemeanor offense, either in connection with the performance of his or her obligations to the Company or which shall adversely affect the Participant’s ability to perform such obligations; or (f) the commission of an act of fraud or breach of fiduciary duty which results in loss, damage or injury to the Company; or (g) the failure of the Participant to perform in a material respect his or her employment, consulting or advisory obligations without proper cause.  In making such determination, the Board shall act fairly and in utmost good faith. The Board may in its discretion waive or modify the provisions of this Section at a meeting of the Board with respect to any individual Participant with regard to the facts and circumstances of any particular situation involving a determination under this Section.

10.          Miscellaneous.

a.             Definitions.

i.              “Company”, for purposes of eligibility under the Plan, shall include any present or future subsidiary corporations of Carbon Black, Inc., as defined in Section 424(f) of the Code (a “Subsidiary”), and any present or future parent corporation of Carbon Black, Inc., as defined in Section 424(e) of the Code. For purposes of Awards other than Incentive Stock Options, the term “Company” shall include any other business venture in which the Company has a direct or indirect significant interest, as determined by the Board in its sole discretion.

ii.             “Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

iii.            “Effective Date” means the date the Plan is adopted by the Company’s Board of Directors.

iv.            “Employee” for purposes of eligibility under the Plan shall include a person to whom an offer of employment has been extended by the Company.

v.             “Option Exchange Program” means a program whereby outstanding options are exchanged for options with a lower exercise price.

b.             No Right To Employment or Other Status.  No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan.

c.             No Rights As Stockholder.  Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any

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shares of Common Stock to be distributed with respect to an Award until becoming the record holder thereof.

d.             Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after the completion of ten years from the date on which the Plan was adopted by the Board, but Awards previously granted may extend beyond that date.

e.             Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time.

f.             Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the state of incorporation of the Company (Delaware), without regard to any applicable conflicts of law.

Approvals

Adopted by the Board of Directors on:	May 24, 2006
Approved by the Stockholders on:	May 24, 2006
Available Shares:	2,980,022

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CARBON BLACK, INC.

EQUITY INCENTIVE PLAN

NOTICE OF STOCK OPTION AWARD

Unless otherwise defined herein, the terms defined in the Equity Incentive Plan shall have the same defined meanings in this Notice of Stock Option Award and the attached Stock Option Award Terms, which is incorporated herein by reference (together, the “Award Agreement”).

Participant (the “Participant”)

NAME

ADDRESS

CITY, STATE ZIP

Grant

The undersigned Participant has been granted an Option to purchase Common Stock of Carbon Black, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Date of Grant		Total Number of Shares Granted
Vesting Commencement Date		Type of Option	¨ Incentive Stock Option
Exercise Price per Share	$		¨ Non-Statutory Stock Option
Total Exercise Price	$	Term/Expiration Date

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

Number of Months (or years) from Vesting Commencement Date	% of Grant which Vests on Such Date
[            ]	[   ]	%
[            ]	[    ]	%

Vesting of this Option shall cease upon termination of [Employment/Other Relationship] (the “Relationship”) of the Participant with the Company.

[Acceleration upon Change of Control: In the event of a Change of Control, if the Participant is a full time employee of the Company at the time of such Change of Control, the greater of (i) fifty percent (50%) of that portion of unvested shares or (ii) the percentage of shares which would have vested within six (6) months of the date of such Change of Control shall immediately vest and become exercisable.  If, however, upon such Change of Control, there is (i) a significant reduction in Participant’s employment responsibilities or employment title, (ii) a relocation of Company more than 75 miles from its current location or (iii) a substantial reduction in Participant’s salary (unless such reduction is commensurate with the reduction to the salary of a majority of the executive officers of the Company), then one hundred (100%) of the of the unvested portion of the shares shall immediately vest.]

Participant	Company
Signature	By
Print Name	Title
Residence Address

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CARBON BLACK, INC.

STOCK OPTION

AWARD TERMS

1.Grant of Option.  The Committee hereby grants to the Participant named in the Notice of Stock Option Grant an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Award, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of the Equity Incentive Plan (the “Plan”), which is incorporated herein by reference.  In the event of a conflict between the terms and conditions of the Plan and this Stock Option Award Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.  Nevertheless, to the extent that it exceeds the $100,000 limitation rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”).

2.             Exercise of Option.

i.Right to Exercise.  This Option may be exercised during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Award and with the applicable provisions of the Plan and this Award Agreement.

ii.Method of Exercise.  This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), the Participant’s agreement to be subject to a right of first refusal with respect to Exercised Shares and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by (1) payment of the aggregate Exercise Price as to all Exercised Shares, and (2) a grant of an irrevocable proxy in the form attached hereto as Exhibit C signed and dated by the Participant.  This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with applicable laws.  Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Participant on the date on which the Option is exercised with respect to such Shares.

3.Termination. This Option shall be exercisable for three months after Participant ceases to be an employee; provided, however, if the Relationship is terminated by the Company for cause, the Option shall terminate immediately.  Upon Participant’s death or Disability, this Option may be exercised for twelve (12) months after the Relationship ceases.  In no event may Participant exercise this Option after the Term/Expiration Date as provided above.

4.Participant’s Representations.  In the event the Shares have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) at the time this Option is exercised and as a condition of such exercise, the Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

5.Lock-Up Period.  Participant hereby agrees that, if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act, Participant shall not sell or otherwise transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”) following the effective date of a registration statement of the Company filed under the Securities Act.  The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

6.Restrictions on Exercise.  This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable law.

7.Non-Transferability of Option.  This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant.  The terms of the Plan and this Award Agreement shall be binding upon the executors, Committees, heirs, successors and assigns of the Participant.

8.Term of Option.  This Option may be exercised only within the Term set out in the Notice of Stock Option Award which Term may not exceed ten (10) years from the Date of Grant, and may be exercised during such Term only in accordance with the Plan and the terms of this Award Agreement.

9.United States Tax Consequences.  Set forth below is a brief summary as of the date of this Option of some of the United States federal tax consequences of exercise of this Option and disposition of the Shares.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT

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TO CHANGE.  THE PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

i.Exercise of ISO.  If this Option qualifies as an Incentive Stock Option, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Participant to the alternative minimum tax in the year of exercise.

ii.Exercise of Nonstatutory Stock Option.  There may be a regular federal income tax liability upon the exercise of a Nonstatutory Stock Option.  The Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price.  If the Participant is an Employee or a former Employee, the Company will be required to withhold from the Participant’s compensation or collect from the Participant and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

iii.Disposition of Shares.  In the case of a Nonstatutory Stock Option, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes.  In the case of an Incentive Stock Option, if Shares transferred pursuant to the Option are held for at least one year after exercise and for at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes.  If Shares purchased under an Incentive Stock Option are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares.  Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the Incentive Stock Option Shares were held.

iv.Notice of Disqualifying Disposition of Incentive Stock Option Shares.  If this Option is an Incentive Stock Option, and if the Participant sells or otherwise disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Participant shall immediately notify the Company in writing of such disposition.  The Participant agrees that

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the Participant may be subject to income tax withholding by the Company on the compensation income recognized by the Participant.

v.Withholding.  Pursuant to applicable federal, state, local or foreign laws, the Company may be required to collect income or other taxes on the grant of this Option, the exercise of this Option, the lapse of a restriction placed on this Option or the Shares issued upon exercise of this Option, or at other times.  The Company may require, at such time as it considers appropriate, that the Participant pay the Company the amount of any taxes which the Company may determine is required to be withheld or collected, and the Participant shall comply with the requirement or demand of the Company.  In its discretion, the Company may withhold Shares to be received upon exercise of this Option or offset against any amount owed by the Company to the Participant, including compensation amounts, if in its sole discretion it deems this to be an appropriate method for withholding or collecting taxes.

10.Entire Agreement; Governing Law.  The Plan is incorporated herein by reference.  The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified (except as provided herein and in the Plan) adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.  This agreement is governed by the internal substantive laws but not the choice of law rules of the State of Delaware.

11.No Guarantee of Continued Service.  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING IN THE RELATIONSHIP AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING ENGAGED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof.  Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option.  Participant hereby agrees to

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accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option.  Participant further agrees to notify the Company upon any change in the residence address indicated below.

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EXHIBIT A

EQUITY INCENTIVE PLAN

EXERCISE NOTICE

Carbon Black, Inc.

Attention:  Stock Plan Administration

1100 Winter ST

Waltham, MA 02451

1.Exercise of Option.  Effective as of today,               , 20    the undersigned (“Participant”) hereby elects to exercise Participant’s option to purchase           shares of the Common Stock (the “Shares”) of Carbon Black, Inc. (the “Company”) under and pursuant to the Equity Incentive Plan (the “Plan”) and the Stock Option Award Agreement dated              , 200   (the “Award Agreement”).

2.Delivery of Payment.  Purchaser herewith delivers to the Company the full purchase price of the Shares, as set forth in the Award Agreement.

3.Representations of Participant.  Participant acknowledges that Participant has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions.

4.Rights as Stockholder.  Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option.  The Shares shall be issued to the Participant as soon as practicable after the Option is exercised.  No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance.

5.Company’s Right of First Refusal.  Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) 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 Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”).

a.Notice of Proposed Transfer.  The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating:  (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

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b.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 Holder, elect to purchase all or any part of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

c.Purchase Price.  The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 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 of Directors of the Company in good faith.

d.Payment.  Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of purchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

e.Holder’s Right to Transfer.  If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee.  If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, 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 before any Shares held by the Holder may be sold or otherwise transferred.

f.Exception for Certain Family Transfers.  Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section.  “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister.  In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of this Section.

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g.Termination of Right of First Refusal.  The Right of First Refusal shall terminate as to any Shares upon 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 Securities and Exchange Commission under the Securities Act of 1933, as amended.

6.Tax Consultation.  Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares.  Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.

7.Restrictive Legends.

a.Legends.  Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

b.Stop-Transfer Notices.  Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company  transfers its own securities, it may make appropriate notations to the same effect in its own records.

c.Refusal to Transfer.  The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of

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any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

8.Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, Committees, successors and assigns.

9.Interpretation.  Any dispute regarding the interpretation of this Agreement shall be submitted by Participant or by the Company forthwith to the Committee which shall review such dispute at its next regular meeting.  The resolution of such a dispute by the Committee shall be final and binding on all parties.

10.Governing Law; Severability.  This Agreement is governed by the laws of the state of incorporation of the company.

11.Entire Agreement.  The Plan and Award Agreement are incorporated herein by reference.  This Agreement, the Plan, the Award Agreement (including all exhibits) and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

12.I understand and agree that, but for the waiver made herein and in the Agreement, I would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights as I may be provided under Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, I hereby unconditionally and irrevocably waive the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenant and agree never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any of my contractual inspection rights under any other written agreement between me and the Company.

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13.I understand and agree that the Shares and all other shares of the Company’s Common Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, and Series E-1 Preferred Stock, par value $0.001 per share, that I currently own, or that I may acquire in the future (collectively, “Owned Shares”), may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of except in compliance with the Company’s Second Amended and Restated By-Laws, as amended and in effect (the “Bylaws”). I further acknowledge and agree that (a) certificates representing Owned Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Owned Shares will include similar restrictive notations and (b) a copy of the Bylaws has been made available to me.

[Signatures appear on next page.]

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Submitted by:	Accepted by:
PARTICIPANT	CARBON BLACK, INC.
Signature	By
Print Name	Title
Address:
	Date Received

6

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT:

COMPANY:CARBON BLACK, INC.

SECURITY:COMMON STOCK (the “Securities”)

AMOUNT:

DATE:

In connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:

a.Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities.  Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

b.Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein.  In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future.  Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  Participant further acknowledges and understands that the Company is under no obligation to register the Securities.  Participant understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.

c.Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public

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resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions.  Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Participant, the exercise will be exempt from registration under the Securities Act.  In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including:  (1) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above.

d.Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.  Participant understands that no assurances can be given that any such other registration exemption will be available in such event.

[Signature appears on next page.]

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Signature of Participant:
Date:	, 20

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GRANT OF IRREVOCABLE PROXY

The undersigned hereby irrevocably appoints the Board of Directors of Carbon Black, Inc. (the “Company”) and any representative designated by such Board, as the undersigned’s proxy with full power of substitution, to vote for the undersigned and on the undersigned’s behalf all of the Shares at all stockholder meetings of the Company and other votes of the Company’s stockholders held or taken after the date hereof with respect to any matter, including without limitation the public offering of the Company’s shares, election of directors, acquisition of the Company (by merger, sale of assets or shares or otherwise) or change in control in the Company, and irrevocably appoints the Board of Directors and any representative designated by such Board to sign any actions by written consent of the Company’s stockholders taken after the date hereof on behalf of all of the Company’s Shares to effect the above.

“Shares” means Company’s shares issued upon exercise of options granted to the undersigned under the Company’s Equity Incentive Plan.

This Proxy shall expire immediately before the completion of an initial public offering by the Company of its shares pursuant to the Securities Act of 1933.

The undersigned agrees that (i) in addition to all other legal or equitable remedies available, injunctive relief and specific performance may be utilized in the event of the breach or threatened breach of this Proxy, (ii) if any provision of this Proxy shall be held to be invalid under applicable law, such provision shall be effective only to the extent of such invalidity and without invalidating the remainder of such provision or the other provisions in this Proxy, and (iii) the certificates evidencing its shares in the Company, issued upon exercise of options granted under the Company’s Equity Incentive Plan, will bear the following legend in addition to any other legends required under any agreement or applicable law: “THESE SECURITIES ARE SUBJECT TO A PROXY, A COPY OF WHICH IS AVAILABLE AT THE CORPORATION’S PRINCIPAL OFFICE”.

This Proxy is granted in connection with the exercise of an option granted to the undersigned of the Company pursuant to and in accordance with the Company’s Equity Incentive Plan and is coupled with an interest.  The undersigned further agrees that this Proxy (i) shall survive the undersigned’s merger or dissolution, (ii) is binding upon the successors and assignees (by operation of law or otherwise, whether for value or without value) of the undersigned’s shares in the Company, (iii) is governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles, (iv) supersedes and replaces any prior oral or written proxies or amendments thereto which may have been executed by the undersigned with respect to the Company’s securities, and (v) is for the benefit of the Company and its stockholders and may be enforced by the Company or any of its stockholders.

Name of Stockholder:

Signature of Stockholder:

Date:

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CARBON BLACK, INC.

STOCK PURCHASE AND RESTRICTION AGREEMENT

CARBON BLACK, INC. (the “Company”) and the Stockholder hereby agree as follows in connection with the purchase and sale of the shares of common stock of the Company specified below (the “Shares”) pursuant to the Company’s Amended and Restated Equity Incentive Plan (the “Plan”). The terms and conditions attached hereto are also a part of this Agreement. Terms not defined herein shall have the meaning set forth in the Plan.

Name of purchaser (the “Stockholder”):

Date:

Number of Shares sold hereunder:

Purchase price per Share:

Form of payment:

Vesting Start Date:

Vesting Schedule

The one-year anniversary of the Vesting Start Date:	%
Each monthly anniversary after the one-year anniversary of the Vesting	An additional  %
Start Date:	of the Shares

All vesting is dependent on the continuation of service to the Company or its successor as an employee (a “Business Relationship”) on the applicable vesting date, as provided herein. Unvested Shares and Vested Shares are subject to the terms as set forth herein.

	Carbon Black, Inc.
	By:
		Name:
[Stockholder]		Title:

CARBON BLACK, INC.

STOCK PURCHASE AND RESTRICTION AGREEMENT — INCORPORATED TERMS AND CONDITIONS

CARBON BLACK, INC. (the “Company”) agrees to sell to the Stockholder, and the Stockholder agrees to purchase from the Company, shares of the Company’s common stock (“Common Stock”) on the following terms and conditions:

1.Purchase and Sale of Stock; Payment of Purchase Price. The Company hereby sells and the Stockholder hereby purchases the Shares specified on the cover page at the price specified thereon. The Stockholder shall pay the purchase price upon execution and delivery of this Agreement as set forth on the cover page hereof. The Company will promptly issue a certificate or certificates registered in the Stockholder’s name representing the Shares, with such certificates to be held in escrow in accordance with the terms hereof.

2.Vesting if Business Relationship Continues.

(a)Vesting Schedule. If the Stockholder has continuously maintained a Business Relationship with the Company through the vesting dates specified on the cover page hereof, Unvested Shares shall become Vested Shares (or shall “vest”) on such dates in an amount equal to the number of shares set forth opposite the applicable date on the cover page. Shares that have been so earned by performance and continuity of the Stockholder’s Business Relationship with the Company shall be regarded as “Vested Shares” and Shares that have not been so earned by performance and continuity of the Stockholder’s Business Relationship with the Company shall be regarded as “Unvested Shares.” Unvested Shares and Vested Shares shall be subject to the repurchase provisions described in Section 3. The Stockholder agrees not to sell, assign, transfer, pledge, hypothecate, gift, mortgage or otherwise encumber or dispose of (except to the Company or any successor to the Company) all or any Unvested Shares or any interest therein. All Shares shall be held in escrow by the Company in accordance with the terms of Section 5 below. If the Stockholder’s Business Relationship with the Company ceases, voluntarily or involuntarily, with or without cause, no Unvested Shares shall become Vested Shares thereafter under any circumstances with respect to the Stockholder. Any determination under this Agreement as to the status of a Business Relationship or other matters referred to above shall be made in good faith by the Board of Directors of the Company (the “Board”). The Board, in its discretion, may accelerate any vesting dates.

(b)Termination of business relationship. For purposes hereof, the stockholder’s business relationship with the company shall not considered as having terminated during any leave of absence if such leave of absence has been approved in writing by the company and if such written approval contractually obligates the company to continue the stockholder’s business relationship with the company after the approved period of absence; in the event of such an approved leave of absence, vesting of unvested shares shall be suspended (and the period of the leave of absence shall be added to all vesting dates) unless otherwise provided in the company’s written approval of the leave of absence. For purposes hereof, a termination of the stockholder’s business relationship

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followed by another business relationship shall be deemed a termination of the business relationship with all vesting to cease unless the company enters into a written agreement related to such other business relationship in which it is specifically stated that there is no termination of the business relationship under this agreement. This agreement shall not be affected by any change of business relationship within or among the company and its subsidiaries so long as the stockholder continuously remains an employee, consultant, officer or director of the company or any subsidiary of the company.

3.Restrictions on Transfer; Purchase by the Company. The Stockholder may not sell, assign, transfer, pledge, encumber or dispose of (“Transfer”) all or any of his Unvested Shares except to the Company pursuant to this Section 3, and may Transfer Vested Shares only in accordance with the transfer restrictions provided in Section 7 or elsewhere in this Agreement. The Stockholder may not at any time transfer any Shares to any individual, corporation, partnership or other entity that engages in any business activity that is in competition, directly or indirectly, with the products or services being developed, manufactured or sold by the Company. The determination of whether any proposed transferee engages in any business activity that is in competition with those of the Company shall be made by the Board in good faith. This prohibition shall be applicable in addition to and separately from the other provisions hereof.

Upon the termination of the Stockholder’s Business Relationship, the Stockholder and any Permitted Transferee (as hereinafter defined) shall sell to the Company (or the Company’s assignee) all Unvested Shares in accordance with the procedures set forth below. The purchase price (the “Original Repurchase Price”) of such Unvested Shares (the “Repurchased Unvested Shares”) shall be the price paid for them by the Stockholder (subject to adjustment as herein provided). Such sale shall be effected by the delivery by the Escrow Holder (as defined below) to the Company of a certificate or certificates evidencing the Repurchased Unvested Shares, each duly endorsed for transfer to the Company. Within 120 days following receipt thereof, the Company shall mail a check for the Original Repurchase Price to the Stockholder or shall cancel indebtedness owed to the Company by the Stockholder by written notice mailed to the Stockholder, or both. Upon the mailing of a check in payment of the purchase price in accordance with the terms hereof or cancellation of indebtedness as aforesaid, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name or cancel the number of Unvested Shares being repurchased by the Company.

4.Investment Representation. The Stockholder represents, warrants and acknowledges that the Stockholder: (i) has had an opportunity to ask questions of and receive answers from a Company representative concerning the terms and conditions of this investment; (ii) is acquiring the Shares with the Stockholder’s own funds, for the Stockholder’s own account for the purpose of investment, and not with a view to any resale or other distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”); (iii) is a sophisticated investor with such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Shares and that the Stockholder is able to and must bear the economic risk of the investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act, and therefore, cannot be offered or sold unless they are subsequently registered under the Securities Act or an exemption

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from such registration is available. Furthermore, the Company may place legends on any stock certificate representing the Shares with the securities laws and contractual restrictions thereon and issue related stop transfer instructions.

The Stockholder acknowledges and understands that the Shares have not been registered under the Securities Act, nor registered pursuant to the provisions of the securities laws or other laws of any other applicable jurisdictions, in reliance on exemptions for private offerings contained in Section 4(2) of the Securities Act and in the laws of such jurisdictions. The Stockholder further understands that the Company has no intention and is under no obligation to register the Shares under the Securities Act or to comply with the requirements for any exemption that might otherwise be available, or to supply the Stockholder with any information necessary to enable the Stockholder to make routine sales of the Shares under Rule 144 or any other rule of the Securities and Exchange Commission.

5.Escrow of Shares. All Shares shall be held in escrow by the Company, as escrow holder (“Escrow Holder”).

The Escrow Holder is hereby directed to transfer the Shares in accordance with this Agreement or instructions signed by both the Stockholder and the Company. If the Company or any assignee exercises its repurchase rights hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the Company or such assignee, shall take all steps necessary to accomplish such transfer. The Stockholder hereby grants the Escrow Holder an irrevocable power of attorney coupled with an interest to take any and all actions required to effect such transfer.

The Escrow Holder may act in reliance upon advice of counsel in reference to any matter(s) connected with this Agreement, and shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence.

With respect to any Unvested Shares that become Vested Shares, the Company may, at its option, issue a new certificate for the number of shares which have become Vested Shares and shall deliver such certificate to the Stockholder and shall deliver to the Escrow Holder a new certificate for the remaining Unvested Shares in exchange for the certificate then being held by the Escrow Holder, provided that any Vested Shares so delivered shall remain subject to the applicable provisions of this Agreement.

Subject to the terms hereof, the Stockholder shall have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If, from time to time while the Escrow Holder is holding Shares, there is any stock dividend, stock split or other change in or respecting such shares, any and all new, substituted or additional securities to which the Stockholder is entitled by reason of his ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as “Unvested Shares” or “Vested Shares,” as applicable, for purposes of this Agreement and the repurchase rights and rights of first refusal of the Company.

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6.Certain Tax Matters. If the Company in its discretion determines that it is obligated to withhold any tax in connection with the transfer of, or the lapse of restrictions on, the Shares, the Stockholder hereby agrees that the Company may withhold from the Stockholder’s wages or other remuneration the appropriate amount of tax. At the discretion of the Company, the amount required to be withheld may be withheld in cash from such wages or other remuneration. The Stockholder further agrees that, if the Company does not withhold an amount from the Stockholder’s wages or other remuneration sufficient to satisfy the withholding obligation of the Company, the Stockholder will make reimbursement on demand, in cash, for the amount underwithheld.

The Stockholder represents that he has received tax advice from his own personal tax advisor on the tax consequences of a purchase of the Shares. The Stockholder understands the tax consequences of filing (and not filing) a Section 83(b) election under the Internal Revenue Code of 1986, as amended (the “Code”). The filing of a Section 83(b) election is the Stockholder’s responsibility.

7.Restrictions on Vested Shares. Vested Shares shall be subject to the terms of that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement dated October 12, 2007 (as amended from time to time) and Stockholder agrees hereby to become (as of the date hereof) a party to and a “Key Holder” thereunder for all purposes and to be bound by the provisions thereof. Additionally, Stockholder agrees hereby to become (as of the date hereof) a party to and a “Key Holder” under and to be bound by the terms of that certain Second Amended and Restated Voting Agreement and that certain Third Amended and Restated Investor Rights Agreement, each dated October 12, 2007 (as amended from time to time).

8.Failure to Deliver Shares. If the Stockholder (or his legal representative) who has become obligated to sell Shares hereunder shall fail to deliver such Shares to the Company in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, mail to the Stockholder the purchase price for such Shares as is herein specified. Thereupon, the Company: (i) shall cancel on its books the certificate or certificates representing such Shares to be sold; and (ii) shall issue, in lieu thereof, a new certificate or certificates in the name of the Company representing such Shares (or cancel such Shares), and thereupon all of such Stockholder’s rights in and to such Shares shall terminate.

9.Miscellaneous.

(a)Notices. All notices to be given or otherwise made to any party to this Agreement shall be deemed to be sufficient if contained in a written instrument, delivered by hand in person, or by express overnight courier service, or by electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), or by registered or certified mail, return receipt requested, postage prepaid, addressed, if to the Stockholder, to the address set forth below or at the address shown on the records of the Company, and if to the Company, to the Company’s principal executive offices, attention of the President.

(b)Entire Agreement; Modification. This Agreement, the Plan and the agreements referred to in Section 7 hereof constitute the entire agreement between the

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parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement. This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties.

(c)Waivers. From time to time, the Company may waive its rights hereunder either generally or with respect to one or more specific transfers or actions that have been proposed, attempted or made. All action to be taken by the Company shall be taken by vote of a majority of its disinterested members of the Board then in office. No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

(d)Changes in Capital Structure. In the event of any stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization or event, (i) the number of Shares and vesting schedule shall be appropriately adjusted by the Company, (ii) the securities received in respect of such event shall be “Shares” hereunder subject to this Agreement and shall retain the same status as “Vested Shares” or “Unvested Shares” as the Shares in respect of which they were received, and (iii) the repurchase price per security subject to repurchase shall be appropriately adjusted by the Company, in each case to the extent that the Board shall determine, in good faith, that such adjustment is appropriate.

(e)Severability. The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision.

(f)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth herein.

(g)Governing Law; Forum Selection Clause. This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the State of Delaware and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of such state, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other (whether or not arising under this Agreement) shall be commenced and maintained only in any state or federal court located in such state, and the Company and the Stockholder hereby submit to the jurisdiction and venue of any such court.

(h)No Obligation to Continue Employment. Neither this Agreement nor any provision hereof imposes any obligation on the Company to continue the Stockholder in employment or any other Business Relationship with the Company.

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The Stockholder acknowledges that the consideration for the Stockholder’s consultancy, directorship or other non-employee Business Relationship may be the vesting of Shares as provided herein, and that the Company may terminate such Business Relationship and vesting at any time, for any or no reason, with or without prior notice.

(i)Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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EX-10.8

Exhibit 10.8

CARBON BLACK, INC.

AMENDED AND RESTATED 2010 SERIES A OPTION PLAN

1.Purpose and Eligibility.  The purpose of this Amended and Restated 2010 Series A Option Plan (the “Plan”) of Carbon Black, Inc. a Delaware corporation (the “Company”) is to provide the ability to grant options (each, an “Award”) to purchase shares of the Company’s Series A Redeemable Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”) to (a) employees, officers, directors, consultants and advisors of the Company and its Parents and Subsidiaries, and (b) any other Person who is determined by the Board to have made (or is expected to make) contributions to the Company.  Any person to whom an Award has been granted under the Plan is called a “Participant.” Additional definitions are contained in Section 9.

2.Administration.

a.Administration by Board of Directors.  The Plan will be administered by the Board of Directors of the Company (the “Board”).  The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award.  The Board shall have authority, subject to the express limitations of the Plan, (i) to construe and determine the respective Award Agreement, Awards and the Plan, (ii) to prescribe, amend and rescind rules and regulations relating to the Plan and any Awards, (iii) to determine the terms and provisions of the respective Award Agreements and Awards, which need not be identical, (iv) to initiate an Option Exchange Program, and (v) to make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration and interpretation of the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement or Award in the manner and to the extent it shall deem expedient to carry the Plan, any Award Agreement or Award into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be final and binding on all interested persons.  Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan.

b.Appointment of Committee.  To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”).  If so delegated, all references in the Plan to the “Board” shall mean such Committee or the Board.

c.Delegation to Executive Officers.  To the extent permitted by applicable law, the Board may delegate to one or more executive officers of the Company the power to grant Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of Awards to be granted and the maximum number of shares issuable to any one Participant pursuant to Awards granted by such executive officers.

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3.Stock Available for Awards.

a.Number of Shares.  Subject to adjustment under Section 3(b), the aggregate number of shares of Series A Preferred Stock that may be issued pursuant to the Plan is the Available Shares (as specified on the last page hereof).  If any Award expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Series A Preferred Stock covered by such Award shall again be available for the grant of Awards under the Plan. If an Award granted under the Plan shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject to such Award shall again be available for subsequent Awards under the Plan, and if shares of Series A Preferred Stock issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to, the Company at no more than the price paid for such shares, such shares of Series A Preferred Stock shall again be available for the grant of Awards under the Plan.  Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

b.Adjustment to Series A Preferred Stock.  Subject to Section 6, in the event of any stock split, reverse stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, conversion into the Company’s common stock, liquidation, spin-off, split-up, or other similar change in capitalization or similar event, (i) the number and class of Available Shares, (ii) the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option, and (iii) the terms of each other outstanding Award shall be adjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate. Any such adjustment to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards.

4.Stock Options.

a.General.   The Board may grant options to purchase Series A Preferred Stock (each, an “Option”) and determine the number of shares of Series A Preferred Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option and the shares of Series A Preferred Stock issued upon the exercise of each Option, including, but not limited to, vesting provisions, repurchase provisions and restrictions relating to applicable federal or state securities laws.  Each Option will be evidenced by an Award Agreement, consisting of a Notice of Stock Option Award and Stock Option Award Terms (collectively, an “Award Agreement”).

b.Incentive Stock Options. An Option that the Board intends to be an incentive stock option (an “Incentive Stock Option”) as defined in Section 422 of the Code, as amended, or any successor statute (“Section 422”), shall be granted only to an employee of the Company and shall be subject to and shall be construed consistently with the requirements of Section 422 and regulations thereunder.  The Board and the Company shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such. An Option or any part thereof that does not qualify as an Incentive Stock Option is referred to herein as a “Nonstatutory Stock Option” or “Nonqualified Stock Option.”

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c.Dollar Limitation. For so long as the Code shall so provide, Options granted to any employee under the Plan (and any other incentive stock option plans of the Company) which are intended to qualify as Incentive Stock Options shall not qualify as Incentive Stock Options to the extent that such Options, in the aggregate, become exercisable for the first time in any one calendar year for shares of Series A Preferred Stock with an aggregate Fair Market Value (as defined below) (determined as of the respective date or dates of grant) of more than $100,000. The amount of Incentive Stock Options which exceed such $100,000 limitation shall be deemed to be Nonqualified Stock Options.  For the purpose of this limitation, unless otherwise required by the Code or regulations of the Internal Revenue Service or determined by the Board, Options shall be taken into account in the order granted, and the Board may designate that portion of any Incentive Stock Option that shall be treated as Nonqualified Option in the event that the provisions of this paragraph apply to a portion of any Option.  The designation described in the preceding sentence may be made at such time as the Committee considers appropriate, including after the issuance of the Option or at the time of its exercise.

d.Exercise Price.  The Board shall establish the exercise price (or determine the method by which the exercise price shall be determined) at the time each Option is granted and specify the exercise price in the applicable Award Agreement, provided, however, in no event may the per share exercise price of an Incentive Stock Option be less than the Fair Market Value of the Series A Preferred Stock on the date such Option is granted.  In the case of an Incentive Stock Option granted to a Participant who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, then the exercise price shall be no less than 110% of the Fair Market Value of the Series A Preferred Stock on the date of grant.  In the case of a grant of an Incentive Stock Option to any other Participant, the exercise price shall be no less than 100% of the Fair Market Value of the Series A Preferred Stock on the date of grant.

e.Duration of Options.  Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable Award Agreement; provided, that the term of any Option may not be more than ten (10) years from the date of grant.  In the case of an Incentive Stock Option granted to a Participant who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be no longer than five (5) years from the date of grant.

f.Exercise of Option. Options may be exercised only by delivery to the Company of a written notice of exercise signed by the proper person together with payment in full as specified in Section 4(g) and the Award Agreement for the number of shares for which the Option is exercised.

g.Payment Upon Exercise.  Series A Preferred Stock purchased upon the exercise of an Option shall be paid for by one or any combination of the following forms of payment as permitted by the Board in its sole and absolute discretion:

i.by check payable to the order of the Company;

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ii.to the extent explicitly provided in the applicable Award Agreement, by delivery of shares of Series A Preferred Stock owned by the Participant valued at Fair Market Value;

iii.by delivery of a promissory note of the Participant, with full recourse to the Participant, to the Company (and delivery to the Company by the Participant of a check in an amount equal to the par value of the shares purchased); or

iv.payment of such other lawful consideration as the Board may determine.

Except as otherwise expressly set forth in an Award Agreement, the Board shall have no obligation to accept consideration other than cash and in particular, unless the Board so expressly provides, in no event will the Company accept the delivery of shares of Series A Preferred Stock that have not been owned by the Participant at least six months prior to the exercise.  The fair market value of any shares of the Company’s Series A Preferred Stock or other non-cash consideration which may be delivered upon exercise of an Option shall be determined in such manner as may be prescribed by the Board.

h.Acceleration, Extension, Etc.  The Board may, in its sole discretion, and in all instances subject to any relevant tax and accounting considerations which may adversely impact or impair the Company, (i) accelerate the date or dates on which all or any particular Options or Awards granted under the Plan may be exercised, or (ii) extend the dates during which all or any particular Options or Awards granted under the Plan may be exercised or vest.

i.Determination of Fair Market Value.  The Fair Market value shall be determined in good faith by the Board after taking into consideration all factors which it deems appropriate.

5.[Reserved].

6.General Provisions Applicable to Awards.

a.Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant; provided, however, except as the Board may otherwise determine or provide in an Award, that Options may be transferred pursuant to a qualified domestic relations order (as defined in Employee Retirement Income Security Act of 1974, as amended) or to a grantor-retained annuity trust or a similar estate-planning vehicle in which the trust is bound by all provisions of the Award Agreement, which are applicable to the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

b.Documentation.  Each Award under the Plan shall be evidenced by a written instrument in such form as the Board shall determine or as executed by an officer of the Company pursuant to authority delegated by the Board.  Each Award may contain terms and

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conditions in addition to those set forth in the Plan, provided that such terms and conditions do not contravene the provisions of the Plan or applicable law.

c.Board Discretion.  The terms of each type of Award need not be identical, and the Board need not treat Participants uniformly.

d.Additional Award Provisions.  The Board may, in its sole discretion, include additional provisions in any Award Agreement or other Award granted under the Plan, including without limitation restrictions on transfer, repurchase rights, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to Participants upon exercise of Awards, or transfer other property to Participants upon exercise of Awards, or such other provisions as shall be determined by the Board; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan or applicable law.

e.Termination of Status. The Board shall determine the effect on an Award of the disability (as defined in Code Section 22(e)(3)), death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award, subject to applicable law and the provisions of the Code related to Incentive Stock Options.

f.Change of Control of the Company.

i.Unless otherwise expressly provided in the applicable Award Agreement or other Award, in connection with the occurrence of a Change of Control (as defined below), the Board shall, in its sole discretion as to any outstanding Award (including any portion thereof; on the same basis or on different bases, as the Board shall specify), take one or any combination of the following actions:

A.make appropriate provision for the continuation of such Award by the Company or the assumption of such Award by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such Award either (x) the consideration payable with respect to the outstanding shares of Series A Preferred Stock in connection with the Change of Control, (y) shares of stock of the surviving or acquiring corporation or (z) such other securities as the Board deems appropriate, the Fair Market Value of which shall not materially differ from the Fair Market Value of the shares of Series A Preferred Stock subject to such Award immediately preceding the Change of Control (as determined by the Board in its sole discretion);

B.accelerate the date of exercise or vesting of such Award;

C.permit the exchange of such Award for the right to participate in any stock option or other employee benefit plan of any successor corporation; or

D.provide for the repurchase of the Award for an amount equal to the difference of (i) the consideration received per share for the securities underlying the Award in the Change of Control minus (ii) the per share exercise price of such securities.  Such amount

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shall be payable in cash or the property payable in respect of such securities in connection with the Change of Control.  The value of any such property shall be determined by the Board in its discretion.

E.provide for the termination of such Award immediately prior to the consummation of the Change of Control; provided that no such termination will be effective if the Change of Control is not consummated.

F.For the purpose of this Agreement, a “Change of Control” shall mean a “Deemed Liquidation Event” as defined in the Company’s Certificate of Incorporation without regard to the election of the holders of the Company’s preferred stock that an event described in Article Fourth, Section C(3)(e)(i)(C) of the Company’s Certificate of Incorporation is not a Deemed Liquidation Event.

g.Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, the Board shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction.  The Board in its sole discretion may provide for a Participant to have the right to exercise his or her Award until fifteen (15) days prior to such transaction as to all of the shares of Series A Preferred Stock covered by the Award, including shares as to which the Award would not otherwise be exercisable, which exercise may in the sole discretion of the Board, be made subject to and conditioned upon the consummation of such proposed transaction.  In addition, the Board may provide that any Company repurchase option applicable to any shares of Series A Preferred Stock purchased upon exercise of an Award shall lapse as to all such shares of Series A Preferred Stock, provided the proposed dissolution and liquidation takes place at the time and in the manner contemplated.  To the extent it has not been previously exercised, an Award will terminate upon the consummation of such proposed action.

h.Assumption of Options Upon Certain Events.  In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by such entity or an affiliate thereof.  The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances.

i.Parachute Payments and Parachute Awards.  Notwithstanding the provisions of Section 6(f), if, in connection with a Change of Control described therein, a tax under Section 4999 of the Code would be imposed on the Participant (after taking into account the exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the Code), then the number of Awards which shall become exercisable, realizable or vested as provided in such Section shall be reduced (or delayed), to the minimum extent necessary, so that no such tax would be imposed on the Participant (the Awards not becoming so accelerated, realizable or vested, the “Parachute Awards”); provided, however, that if the “aggregate present value” of the Parachute Awards would exceed the tax that, but for this sentence, would be imposed on the Participant under Section 4999 of the Code in connection with the Change of Control, then the Awards shall become immediately exercisable, realizable and vested without regard to the provisions of this sentence. For purposes of the preceding sentence, the “aggregate present value” of an Award shall be calculated on an after-tax basis (other than taxes imposed by Section 4999 of the Code) and shall be based on economic principles rather than the principles set forth under Section 280G

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of the Code and the regulations promulgated thereunder. All determinations required to be made under this Section 6(i) shall be made by the Company.

j.Amendment of Awards.  The Board may amend, modify or terminate any outstanding Award including, but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant.

k.Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Series A Preferred Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

l.Acceleration.  The Board may at any time provide that any Options shall become immediately exercisable in full or in part or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may (i) cause the application of Sections 280G and 4999 of the Code if a Change of Control of the Company occurs, or (ii) disqualify all or part of the Option as an Incentive Stock Option.

m.Time of Granting Awards.  The grant of an Award shall, for all purposes, be the date on which the Company completes the corporate action relating to the grant of such Award and all conditions to the grant have been satisfied, provided that conditions to the grant, exercise or vesting of an Award shall not defer the date of grant.  Notice of a grant shall be given to each Participant to whom an Award is so granted within a reasonable time after the determination has been made.

n.Participation in Foreign Countries.  The Board shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of the Plan.

7.Withholding.  The Company shall have the right to deduct from payments of any kind otherwise due to the optionee or recipient of an Award any federal, state or local taxes of any kind required by law to be withheld with respect to any shares issued upon exercise of Options under the Plan or the purchase of shares subject to the Award. Subject to the prior approval of the Company, which may be withheld by the Company in its sole discretion, the optionee or recipient of an Award may elect to satisfy such obligation, in whole or in part, (a) by causing the Company to withhold shares of Series A Preferred Stock otherwise issuable pursuant to the

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exercise of an Option or the purchase of shares subject to an Award or (b) by delivering to the Company shares of Series A Preferred Stock already owned by the optionee or Award recipient of an Award. The shares so delivered or withheld shall have a Fair Market Value of the shares used to satisfy such withholding obligation as shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. An optionee or recipient of an Award who has made an election pursuant to this Section may only satisfy his or her withholding obligation with shares of Series A Preferred Stock which are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

8.No Exercise of Option if Engagement or Employment Terminated for Cause.  If the employment or engagement of any Participant is terminated “for Cause”, the Award may terminate, upon a determination of the Board, on the date of such termination and the Option shall thereupon not be exercisable to any extent whatsoever.  For purposes of this Section 8, “for Cause” shall be defined as follows:  (i) if the Participant has executed an employment agreement, the definition of “cause” contained therein, if any, shall govern, or (ii) conduct, as determined by the Board of Directors, involving one or more of the following: (a) gross misconduct or inadequate performance by the Participant which is injurious to the Company; (b) the commission of an act of embezzlement, fraud or theft, which results in economic loss, damage or injury to the Company; (c) the unauthorized disclosure of any trade secret or confidential information of the Company (or any client, customer, supplier or other third party who has a business relationship with the Company) or the violation of any noncompetition or nonsolicitation covenant or assignment of inventions obligation with the Company; (d) the commission of an act which constitutes unfair competition  with the Company or which induces any customer or prospective customer of the Company to breach a contract with the Company or to decline to do business with the Company; (e) the indictment of the Participant for a felony or serious misdemeanor offense, either in connection with the performance of his or her obligations to the Company or which shall adversely affect the Participant’s ability to perform such obligations; (f) the commission of an act of fraud or breach of fiduciary duty which results in loss, damage or injury to the Company; or (g) the failure of the Participant to perform in a material respect his or her employment, consulting or advisory obligations without proper cause.  In making such determination, the Board shall act fairly and in utmost good faith. The Board may in its discretion waive or modify the provisions of this Section at a meeting of the Board with respect to any individual Participant with regard to the facts and circumstances of any particular situation involving a determination under this Section.

9.Miscellaneous.

a.Definitions.

i.“Company”, for purposes of eligibility under the Plan, shall include any present or future subsidiary corporations of Carbon Black, Inc., as defined in Section 424(f) of the Code (a “Subsidiary”), and any present or future parent corporation of Carbon Black, Inc., as defined in Section 424(e) of the Code (a “Parent”). For purposes of Awards other than Incentive Stock Options, the term “Company” shall include any other business venture in which the Company has a direct or indirect significant interest, as determined by the Board in its sole discretion.

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ii.“Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

iii.“Effective Date” means the date the Plan is adopted by the Company’s Board of Directors.

iv.“Employee” for purposes of eligibility under the Plan shall include a person to whom an offer of employment has been extended by the Company.

v.“Option Exchange Program” means a program whereby outstanding options are exchanged for options with a lower exercise price.

b.No Right To Employment or Other Status.  No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan.

c.No Rights As Stockholder.  Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Series A Preferred Stock to be distributed with respect to an Award until becoming the record holder thereof.

d.Compliance with Law.  The Company shall not be required to sell or issue any shares of Series A Preferred Stock under any Award if the sale or issuance of such shares would constitute a violation by the Participant, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulation.  If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any share subject to an Award up on any security exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Series A Preferred Stock may be issued or sold to the Participant or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way effect the date of termination of the Award.  Any determination in this connection by the Board shall be final, binding and conclusive.  The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Series A Preferred Stock pursuant to the Plan to comply with any law or regulation of any governmental authority.  As to any jurisdiction that expressly imposes that a Option shall not be exercised until the shares of Series A Preferred Stock covered by such Option are registered or exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned up on the effectiveness of such registration or availability of such an exemption.

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e.Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after the completion of ten years from the date on which the Plan was adopted by the Board, but Awards previously granted may extend beyond that date.

f.Amendment of Plan.  The Board may amend, suspend or terminate the Plan or any portion thereof at any time.

g.Governing Law.  The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law principles.

Available Shares: 8,800,000

Adopted by the Board of Directors on:	July 11, 2012
Approved by the Stockholders on:	July 12, 2012

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Carbon Black, Inc.

2010 Series A Option

NOTICE OF STOCK OPTION AWARD

Unless otherwise defined herein, the terms defined in the 2010 Series A Option Plan shall have the same meanings in this Notice of Stock Option Award and the attached Stock Option Award Terms, which is incorporated herein by reference (together, the “Award Agreement”).

PARTICIPANT (the “Participant”)

Address

City, State Zip

GRANT

Carbon Black, Inc. (the “Company”) has granted the undersigned Participant an option to purchase Series A Redeemable Preferred Stock (the “Shares”), subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Date of Grant		Total Exercise Price	$
Vesting Commencement Date		Type of Option	o Incentive Stock Option
Exercise Price per Share	$		o Nonstatutory Stock Option
Total Number of Shares Granted		Term/Expiration Date
		Grant Number

VESTING SCHEDULE:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

Number of Months (or years) after Vesting Commencement Date	% of Grant (or # of Shares) Vested
After 12 months	25%
Monthly for remaining 36 months	2.083%

Vesting of this Option shall cease upon termination of the employment of the Participant with the Company (the “Relationship”).

DATA PRIVACY:  In order to implement, administer and manage Optionee’s participation in the Plan (“Purpose”), the Optionee’s personal data (“Data”) as described in this Agreement and any other Stock Option grant, materials may be collected, used and transferred by and among the Company, any Subsidiary of the Company or to a third party stock plan service provider (“Parties”).  The Optionee hereby expressly consents to the collection, use and transfer of  Optionee’s Data to the United States or elsewhere by the Parties for such Purpose.  The Optionee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw

the consents herein, in any case without cost, by contacting in writing the Optionee’s local human resources representative.  The Optionee understands that refusing or withdrawing his or her consent may affect the Optionee’s ability to participate in the Plan.

Participant	CARBON BLACK, INC.
Signature	By:
Print Name	Title
Residence Address
Grant Number

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CARBON BLACK, INC.

STOCK OPTION

AWARD TERMS

1.GRANT OF OPTION.  The Committee hereby grants to the Participant named in the Notice of Stock Option Award an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Award, at the exercise price per Share set forth in the Notice of Stock Option Award (the “Exercise Price”), and subject to the terms and conditions of the 2010 Series A Option Plan (the “Plan”), which is incorporated herein by reference.  In the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Stock Option Award as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.  Nevertheless, to the extent that it exceeds the $100,000 limitation rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”).

2.EXERCISE OF OPTION.

i.Right to Exercise.  This Option may be exercised during its term in accordance with the Vesting Schedule set out on the Notice of Stock Option Award and with the applicable provisions of the Plan and this Award Agreement.

ii.Method of Exercise.  This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), the Participant’s agreement to be subject to a right of first refusal with respect to Exercised Shares and such other representations and agreements as may be required by the Company.  The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares.  This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by payment of the aggregate Exercise Price. No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with applicable laws.  Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Participant on the date on which the Option is exercised with respect to such Shares.

3.TERMINATION. This Option shall be exercisable for three months after the Relationship ceases; provided, however, if the Relationship is terminated by the Company for Cause, the Option shall terminate immediately and no longer be exerciseable.  Upon Participant’s death or Disability, this Option may be exercised for twelve (12) months after the Relationship ceases.  In no event may Participant exercise this Option after the Term/Expiration Date as provided in the Notice of Stock Option Award.

4.PARTICIPANT’S REPRESENTATIONS.  In the event the Shares have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) at the time this Option is exercised and as a condition of such exercise, the Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the

Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

5.STOCKHOLDERS’ AGREEMENTS. By executing this Award Agreement, the Participant acknowledges and agrees that as a condition to exercising this Option, he/she may be required to become a party to that certain Third Amended Restated Right of First Refusal and Co-Sale Agreement and Third Amended and Restated Voting Agreement (each as amended from time to time, the “Stockholders Agreements”), by and among the Company and certain holders of the Company’s capital stock, and, if requested, shall sign an instrument of accession to such Stockholders’ Agreements, and that the Shares acquired upon exercise of this Option shall be Shares subject to the terms and conditions of such Stockholders’ Agreements.

6.RESTRICTIONS ON EXERCISE.  This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable law.

7.NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant.  The terms of the Plan and this Award Agreement shall be binding upon the executors, Committees, heirs, successors and assigns of the Participant.

8.TERM OF OPTION.  This Option may be exercised only within the Term set out in the Notice of Stock Option Award which Term may not exceed ten (10) years from the Date of Grant and may be exercised during such Term only in accordance with the Plan and the terms of this Award Agreement.

9.UNITED STATES TAX CONSEQUENCES.  Set forth below is a brief summary as of the date of this Option of some of the United States federal tax consequences of exercise of this Option and disposition of the Shares.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.  THE PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

i.Exercise of ISO.  If this Option qualifies as an Incentive Stock Option, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Participant to the alternative minimum tax in the year of exercise.

ii.Exercise of Nonstatutory Stock Option.  There may be a regular federal income tax liability upon the exercise of a Nonstatutory Stock Option.  The Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price.  If the Participant is an employee or a former employee, the Company will be required to withhold from the Participant’s compensation or collect from the Participant and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at

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the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

iii.Disposition of Shares.  In the case of a Nonstatutory Stock Option, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes.  In the case of an Incentive Stock Option, if Shares transferred pursuant to the Option are held for at least one year after exercise and for at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes.  If Shares purchased under an Incentive Stock Option are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares.  Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the Incentive Stock Option Shares were held.

iv.Notice of Disqualifying Disposition of Incentive Stock Option Shares.  If this Option is an Incentive Stock Option, and if the Participant sells or otherwise disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Participant shall immediately notify the Company in writing of such disposition.  The Participant agrees that the Participant may be subject to income tax withholding by the Company on the compensation income recognized by the Participant.

v.Withholding.  Pursuant to applicable federal, state, local or foreign laws, the Company may be required to collect income or other taxes on the grant of this Option, the exercise of this Option, the lapse of a restriction placed on this Option or the Shares issued upon exercise of this Option, or at other times.  The Company may require, at such time as it considers appropriate, that the Participant pay the Company the amount of any taxes which the Company may determine is required to be withheld or collected, and the Participant shall comply with the requirement or demand of the Company.  In its discretion, the Company may withhold Shares to be received upon exercise of this Option or offset against any amount owed by the Company to the Participant, including compensation amounts, if in its sole discretion it deems this to be an appropriate method for withholding or collecting taxes.

10.ENTIRE AGREEMENT; GOVERNING LAW.  The Plan is incorporated herein by reference.  The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified (except as provided herein and in the Plan) adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.  This agreement is governed by the internal substantive laws but not the choice of law rules of the State of Delaware.

11.NO GUARANTEE OF CONTINUED SERVICE.  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING

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SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING IN THE RELATIONSHIP AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING ENGAGED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

12.INCORPORATION OF PLAN. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof.  Participant has reviewed the Plan, this Award Agreement and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Plan, this Award Agreement and this Option.  Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Award Agreement or this Option.  Participant further agrees to notify the Company upon any change in the residence address indicated above.

13.WAIVER OF STATUTORY INFORMATION RIGHTS.  Participant understands and agrees that, but for the waiver made herein, Participant would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights of Participant as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, Participant hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of Participant under any other written agreement between Participant and the Company.

14.RESTRICTIONS ON TRANSFER OF SHARES.  The Shares acquired upon exercise of this Option shall be subject to certain transfer restrictions and other limitations including, without limitation, the Second Amended and Restated By-Laws of the Company, as amended and in effect (the “Bylaws”).  The Shares acquired upon exercise of this Stock Option and all other shares of the Company’s Common Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, and Series E-1 Preferred Stock, par value $0.001 per share, currently owned by Recipient, or that Recipient may acquire in the future (collectively, “Owned Shares”), may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of except in compliance with the Bylaws. Certificates representing Owned Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Owned Shares will

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include similar restrictive notations. Recipient acknowledges that a copy of the Bylaws has been made available to the Recipient.

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EXHIBIT A

2010 SERIES A OPTION PLAN

EXERCISE NOTICE

Carbon Black, Inc.

ATTENTION:

1100 Winter Street

Waltham, MA 02451

1.Exercise of Option.  Effective as of today,               , 20  , the undersigned (“Participant”) hereby elects to exercise Participant’s option to purchase           shares of the Series A Redeemable Preferred Stock (the “Shares”) of Carbon Black, Inc. (the “Company”) under and pursuant to the 2010 Series A Option Plan (the “Plan”) and the Notice of Stock Option Award and Stock Option Award Terms dated                (the “Award Agreement”).

2.Delivery of Payment.  Purchaser herewith delivers to the Company the full purchase price of the Shares, as set forth in the Award Agreement.

3.Representations of Participant.  Participant acknowledges that Participant has received, read and understood the Plan, and the Award Agreement, and agrees to abide by and be bound by their terms and conditions.

4.Rights as Stockholder.  Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option.  The Shares shall be issued to the Participant as soon as practicable after the Option is exercised.  No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 3(b) of the Plan.

Participant understands and agrees that, but for the waiver made herein and in the Award Agreement, Participant would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights as Participant may be provided under Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of capital stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, Participant hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence,

voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any of Participant’s contractual inspection rights under any other written agreement between Participant and the Company.

5.Company’s Right of First Refusal & ByLaws Transfer Restrictions.  Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) 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 Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”). The Shares are also subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in the Second Amended and Restated By-Laws of the Company, as amended and in effect (the “Bylaws”).

a.Notice of Proposed Transfer.  The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating:  (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

b.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 Holder, elect to purchase all or any part of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

c.Purchase Price.  The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 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 of Directors of the Company in good faith.

d.Payment.  Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of purchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

e.Holder’s Right to Transfer.  If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance

with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee.  If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, 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 before any Shares held by the Holder may be sold or otherwise transferred.

f.Exception for Certain Family Transfers.  Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section.  “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister.  In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of this Section.

g.Termination of Right of First Refusal.  The Right of First Refusal shall terminate as to any Shares upon 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 Securities and Exchange Commission under the Securities Act of 1933, as amended.

h.Exception. Notwithstanding the foregoing, this Section 5 shall not apply if the Participant is a party to that certain Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of July 13, 2012, as amended from time to time.

i.Bylaws Transfer Restrictions. Notwithstanding the foregoing, Participant understands and agrees that the Shares and all other shares of the Company’s Common Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, and Series E-1 Preferred Stock, par value $0.001 per share, that Participant currently owns, or that Participant may acquire in the future (collectively, “Owned Shares”), may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of except in compliance with the Bylaws. Participant further acknowledges and agrees that (a) certificates representing Owned Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Owned Shares will include similar restrictive notations and (b) a copy of the Bylaws has been made available to Participant.

6.Tax Consultation.  Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares.  Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.

7.Restrictive Legends.

a.Legends.  Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Bylaws, the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

b.Stop-Transfer Notices.  Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company  transfers its own securities, it may make appropriate notations to the same effect in its own records.

c.Refusal to Transfer.  The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

8.Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, Committees, successors and assigns.

9.Interpretation.  Any dispute regarding the interpretation of this Agreement shall be submitted by Participant or by the Company forthwith to the Committee which shall review such dispute at its next regular meeting.  The resolution of such a dispute by the Committee shall be final and binding on all parties.

10.Governing Law; Severability.  This Agreement is governed by the laws of the state of incorporation of the Company.

11.Entire Agreement.  The Plan, the Bylaws and Award Agreement are incorporated herein by reference.  This Agreement, the Plan, the Bylaws the Award Agreement (including all exhibits) and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

Submitted by:	Accepted by:
PARTICIPANT	CARBON BLACK, INC.
Signature	By
Print Name	Title
Address:	Address:
	Date Received by Company

EX-10.9

Exhibit 10.9

CARBON BLACK, INC. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN

Enacted January 1, 2012

Amended and Restated November 1, 2012

1.Establishment, Purpose and Types of Awards

Carbon Black, Inc. a Delaware corporation (the “Company”), hereby establishes the Carbon Black, Inc. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve value to the equity holders and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.

The Plan permits the granting of Stock Options to purchase (including to the extent permitted by applicable law, incentive stock options qualifying under Code section 422 and nonqualified stock options) restricted or unrestricted stock, phantom stock, performance awards, other equity-based awards, or any combination of the foregoing.

2.Definitions

Under this Plan, except where the context otherwise indicates, the following definitions apply:

(a)“Administrator” means the Board or committee(s) appointed by the Board that administers the Plan in accordance with Section 3 hereof.

(b)“Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the Company (including, but not limited to, joint ventures, limited liability companies, and partnerships). For this purpose, “control” shall mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.

(c)“Articles” means the Company’s Certificate of Incorporation, as may be amended from time to time.

(d)“Award” means any Stock option, Stock appreciation right, Stock award, phantom Stock award, performance award, or other equity-based award.

(e)“Board” means the Board of Directors of the Company.

(f)“Change in Control” means a Deemed Liquidation Event, as defined in the Articles, provided however, a private equity or venture capital financing of any of the Company through the sale of shares or other equity in the Company, which financing is led by one or more venture capital or private equity funds, for the primary purpose of raising capital for use in the operations of the Company, any internal reorganization or transaction or series of transactions in which the Board of Directors determines in its sole discretion is not a Change of Control, shall not be considered a Change in Control.

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(g)“Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

(h)“Continuous Service” means that the Participant’s service with the Company or any subsidiary thereof, whether as an Employee, director or consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company, shall not terminate a Participant’s Continuous Service. For example, a change in status from an employee of the Company to a consultant to an Affiliate or to a director shall not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in an Option Award only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave of absence. For purposes of clarity, with respect to grants on or subsequent to the date of amendment and restatement hereof, the definition herein shall apply, and with respect to grants occurring prior to such date, the definition shall be as provided in the orginal enactment hereof.

(i)“Fair Market Value” means, with respect to a share of the Company’s Stock for any purpose on a particular date, the value determined by the Administrator in good faith and in accordance with the Stockholders Agreement. However, if the Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and listed for trading on a national exchange or market, “Fair Market Value” means, as applicable, (i) either the closing price or the average of the high and low sale price on the relevant date, as determined in the Administrator’s discretion, quoted on the New York Stock Exchange, the American Stock Exchange, or the Nasdaq National Market; (ii) the last sale price on the relevant date quoted on the Nasdaq SmallCap Market; (iii) the average of the high bid and low asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Inc. or a comparable service as determined in the Administrator’s discretion; or (iv) if the Stock is not quoted by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional market maker for the Stock, or by such other source, selected by the Administrator. If no public trading of the Stock occurs on the relevant date but the Stock are so listed, then Fair Market Value shall be determined as of the next preceding date on which trading of the Stock does occur. For all purposes under this Plan, the term “relevant date” as used in this Section 2(h) means either the date as of which Fair Market Value is to be determined or the next preceding date on which public trading of the Stock occurs, as determined in the Administrator’s discretion.

(j)“Grant Agreement” means a written document memorializing the terms and conditions of an Award granted pursuant to the Plan and shall incorporate the terms of the Plan.

(k)“Stock” or “Shares” means Common Stock of the Company as described in the Articles.

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3.Administration

(a)Administration of the Plan. The Plan shall be administered by the Board or by such committee or committees as may be appointed by the Board from time to time (the Board, committee or committees hereinafter referred to as the “Administrator”).

(b)Powers of the Administrator. The Administrator shall have all the powers vested in it by the terms of the Plan, such powers to include authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish programs for granting Awards.

The Administrator shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but not limited to, the authority to: (i) determine the eligible persons to whom, and the time or times at which Awards shall be granted; (ii) determine the types of Awards to be granted; (iii) determine the number of Stock to be covered by or used for reference purposes for each Award; (iv) impose such terms, limitations, restrictions and conditions upon any such Award as the Administrator shall deem appropriate; (v) modify, amend, extend or renew outstanding Awards, or accept the surrender of outstanding Awards and substitute new Awards (provided however, that, except as provided in Section 6 or 7(d) of the Plan, any modification that would materially adversely affect any outstanding Award shall not be made without the consent of the holder); (vi) accelerate or otherwise change the time in which an Award may be exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to such Award, including, but not limited to, any restriction or condition with respect to the vesting or exercisability of an Award following termination of any grantee’s employment or other relationship with the Company; (vii) establish objectives and conditions, if any, for earning Awards and determining whether Awards will be paid after the end of a performance period; and (viii) for any purpose, including but not limited to, qualifying for preferred tax treatment under foreign tax laws or otherwise complying with the regulatory requirements of local or foreign jurisdictions, to establish, amend, modify, administer or terminate sub-plans, and prescribe, amend and rescind rules and regulations relating to such sub-plans.

The Administrator shall have full power and authority, in its sole and absolute discretion, to administer and interpret the Plan, Grant Agreements and all other documents relevant to the Plan and Awards issued thereunder, and to adopt and interpret such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Administrator deems necessary or advisable.

(c)Non-Uniform Determinations. The Administrator’s determinations under the Plan (including without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Grant Agreements evidencing such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.

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(d)Limited Liability. To the maximum extent permitted by law, the Administrator (and its delegees) shall not be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder.

(e)Indemnification. To the maximum extent permitted by law and by the Articles, the Administrator (and its delegees) shall be indemnified by the Company in respect of all their activities under the Plan.

(f)Effect of Administrator’s Decision. All actions taken and decisions and determinations made by the Administrator on all matters relating to the Plan pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion and shall be conclusive and binding on all parties concerned, including the Company, its stockholders, any participants in the Plan and any other employee, consultant, or director of the Company, and their respective successors in interest.

4.Stock Available for the Plan

(a)Subject to adjustments as provided in Section 7(d) of the Plan, the maximum number of Stock that may be delivered to participants under the Plan shall be determined by the Board of Directors of the Company, subject to the terms of the Articles and applicable agreements between the Company and its stockhlders including without limitation the Stockholders Agreement. In addition, any Stock delivered under the Plan of the Company, which is forfeited back to the Company because of the failure to meet an award contingency or condition shall again be available for delivery pursuant to new Awards granted under the Plan.

(b)If any Award, or portion of an Award, under the Plan, expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or canceled, or if any Stock are surrendered to the Company in connection with any Award (whether or not such surrendered equity was acquired pursuant to any Award), or if any Stock are withheld by the Company, the Stock are subject to such Award and the surrendered and withheld Stock shall thereafter be available for further Awards under the Plan; provided, however, that any such Stock that are surrendered to or withheld by the Company in connection with any Award or that are otherwise forfeited after issuance shall not be available for purchase pursuant to incentive stock options intended to qualify under Code section 422, to the extent permitted under the applicable law.

(c)Incentive Stock Options: Each Stock Option intended to be an Incentive Stock Option (“ISO”), to the extent permitted by law, must be so designated at the time of grant, and shall be issued only to an employee of the Company or an Affiliate of Company and be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service:

(i).Minimum standards: The ISO shall meet the minimum standards required of all other Stock Options, except as provided herein.

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(ii).Option Price: At the time the ISO is granted, if the participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code:

(y).10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per Stock covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Shares on the date of the grant of the Option; or

(z).More than 10% of the total combined voting power of all classes of Stock of the Company or an Affiliate, the Option price per Stock covered by each ISO shall not be less than 110% of the said Fair Market Value on the date of grant.

(iii).Term of Option: For participants who own:

(y).10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide; or

(z).More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier time as the Option Agreement may provide.

(iv).Limitation on Yearly Exercise: The Option Agreements shall restrict the amount of ISOs which may become exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined at the time each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar year does not exceed $100,000.

5.Participation

Participation in the Plan shall be open to such employees, officers, and directors of, and other individuals providing bona fide services to or for, the Company, or of any Affiliate of the Company, as may be selected by the Administrator from time to time. The Administrator may also grant Awards to individuals in connection with hiring, retention or otherwise, prior to the date the individual first performs services for the Company or an Affiliate, provided that such Awards shall not become vested or exercisable prior to the date the individual first commences performance of such services.

6.Awards

The Administrator, in its sole discretion, establishes the terms of all Awards granted under the Plan. Awards may be granted individually or in tandem with other types of Awards. All Awards are subject to the terms and conditions provided in the Grant Agreement. The Administrator may permit

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or require a recipient of an Award to defer such individual’s receipt of the payment of cash or the delivery of Stock that would otherwise be due to such individual by virtue of the exercise of, payment of, or lapse or waiver of restrictions respecting, any Award. If any such payment deferral is required or permitted, the Administrator shall, in its sole discretion, establish rules and procedures for such payment deferrals.

(a)Stock Options. The Administrator may, to the extent permitted by applicable law, from time to time grant to eligible participants Awards of incentive Stock options as that term is defined in Code section 422 or nonstatutory Stock options; provided, however, that Awards of incentive Stock options shall be limited to employees of the Company or of any current or hereafter existing “parent” or “subsidiary,” as defined in Code sections 424(e) and (f), respectively, of the Company. Options intended to qualify as incentive Stock options under Code section 422 must have an exercise price at least equal to Fair Market Value as of the date of grant, but nonstatutory Stock options may be granted with an exercise price less than Fair Market Value. No Stock option shall be an incentive Stock option unless so designated by the Administrator at the time of grant or in the Grant Agreement evidencing such Stock option.

(b)Stock Awards. The Administrator may from time to time grant restricted or unrestricted Stock Awards to eligible participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine. A Stock Award may be paid in Stock, in cash, or in a combination of Stock and cash, as determined in the sole discretion of the Administrator.

(c)Phantom Stock. The Administrator may from time to time grant Awards to eligible participants denominated in stock-equivalent units (“Phantom Stock”) in such amounts and on such terms and conditions, as it shall determine. Phantom Stock granted to a participant shall be credited to a bookkeeping reserve account solely for accounting purposes and shall not require a segregation of any of the Company’s assets. An Award of Phantom Stock may be settled in Stock, in cash, or in a combination of Stock and cash, as determined in the sole discretion of the Administrator. Except as otherwise provided in the applicable Grant Agreement, the grantee shall not have the rights of a Stock holder with respect to Stock represented by a phantom Stock solely as a result of the grant of a phantom Stock to the grantee.

(d)Performance Awards. The Administrator may, in its discretion, grant performance awards which become payable on account of attainment of one or more performance goals established by the Administrator. Performance awards may be paid by the delivery Stock or cash, or any combination of Stock and cash, as determined in the sole discretion of the Administrator. Performance goals established by the Administrator may be based on the Company’s or an Affiliate’s operating income or one or more other business criteria selected by the Administrator that apply to an individual or group of individuals, a business unit, or the Company or an Affiliate as a whole, over such performance period as the Administrator may designate.

(e)Other Equity-Based Awards. The Administrator may from time to time grant other equity-based awards to eligible participants in such amounts, on such terms and

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conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine. Other equity-based awards may be denominated in cash, in Stock or other securities, equity-equivalents, in securities or debentures convertible into Stock, or in any combination of the foregoing and may be paid in Stock or other securities, in cash, or in a combination of Stock or other securities and cash, all as determined in the sole discretion of the Administrator.

7.Miscellaneous

(a)Withholding of Taxes. Grantees and holders of Awards shall pay to the Company or its Affiliate, or make provision satisfactory to the Administrator for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. The Company or its Affiliate may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the grantee or holder of an Award. In the event that payment to the Company or its Affiliate of such tax obligations is made in Stock, such Stock shall be valued at Fair Market Value on the applicable date for such purposes and shall not exceed in amount the minimum statutory tax withholding obligation.

(b)Loans. The Company or its Affiliate may make or guarantee loans to grantees to assist grantees in exercising Awards and satisfying any withholding tax obligations.

(c)Transferability. Except as otherwise determined by the Administrator, and in any event in the case of an incentive Stock option granted with respect to an incentive Stock option, to the extent permitted by applicable law, no Award granted under the Plan shall be transferable by a grantee otherwise than by will or the laws of descent and distribution. Unless otherwise determined by the Administrator in accord with the provisions of the immediately preceding sentence, an Award may be exercised during the lifetime of the grantee, only by the grantee or, during the period the grantee is under a legal disability, by the grantee’s guardian or legal representative.

(d)Adjustments for Corporate Transactions and Other Events.

(i)Stock Dividend, Stock Split and Reverse Stock Split. In the event of a stock dividend of, or stock split or reverse stock split affecting the Stock, (A) the maximum number of Stock as to which Awards may be granted under this Plan, as provided in Section 4 of the Plan, and (B) the number of Stock covered by and the exercise price and other terms of outstanding Awards, shall, without further action of the Board, be adjusted to reflect such event unless the Board determines, at the time it approves such stock dividend, stock split or reverse stock split, that no such adjustment shall be made. The Administrator may make adjustments, in its discretion, to address the treatment of fractional units and fractional cents that arise with respect to outstanding Awards as a result of the Stock dividend, Stock split or reverse Stock split.

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(ii)Non-Change in Control Transactions. Except with respect to the transactions set forth in Section 7(d)(i), in the event of any change affecting the Stock, the Company or its capitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger, consolidation or share exchange, other than any such change that is part of a transaction resulting in a Change in Control of the Company, the Administrator, in its discretion and without the consent of the holders of the Awards, may make (A) appropriate adjustments to the maximum number and kind of Stock reserved for issuance or with respect to which Awards may be granted under the Plan, as provided in Section 4 of the Plan; and (B) any adjustments in outstanding Awards, including but not limited to modifying the number, kind and price of securities subject to Awards.

(iii)Change in Control Transactions. In the event of any transaction resulting in a Change in Control of the Company, outstanding Stock options under this Plan will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction for the continuation or assumption of such Awards by, or for the substitution of the equivalent awards of, the surviving or successor entity or a parent thereof. In the event of such termination, the holders of Stock options under the Plan will be permitted, for a period of at least five (5) days prior to the effective time of the Change in Control, to (a) exercise all portions of such Awards that are then exercisable or which become exercisable upon or prior to the effective time of the Change in Control or (b) exercise all portions of such Awards that are then exercisable or which become exercisable upon or prior to the effective time of the Change in Control and surrender of such portion and receive a number of shares Stock equal to the net issuance amount determined in accordance with the following formula:

X = Y(A-B)/A

Where:  X =the number of shares of Stock to be issued to the Participant

Y =the number of shares of Stock requested to be exercised under the Grant Agreement.

A =the fair market value of one (1) share of Stock at the effective time fo the Change in Control.

B =the Exercise Price;

Provided, however, that any such exercise of any portion of such an Award which becomes exercisable as a result of such Change in Control shall be deemed to occur immediately prior to the effective time of such Change in Control.

(iv)Unusual or Nonrecurring Events. The Administrator is authorized to make, in its discretion and without the consent of holders of Awards,

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adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(e)Substitution of Awards in Mergers and Acquisitions. Subject to the other provisions of the Plan, awards may be granted under the Plan from time to time in substitution for awards held by employees, officers, consultants or directors of entities who become or are about to become employees, officers, consultants or directors of the Company or an Affiliate as the result of a merger or consolidation of the employing entity with the Company or an Affiliate, or the acquisition by the Company or an Affiliate of the assets or Stock of the employing entity. The terms and conditions of any substitute Awards so granted may vary from the terms and conditions set forth herein to the extent that the Administrator deems appropriate at the time of grant to conform the substitute Awards to the provisions of the awards for which they are substituted.

(f)Other Agreements. As a condition precedent to the grant of any Award under the Plan, the exercise pursuant to such an Award, or to the delivery of certificates for Stock issued pursuant to any Award, the Administrator may require the grantee or the grantee’s successor or permitted transferee, as the case may be, to become a party to a stock restriction agreement, the Stockholders Agreement, voting trust agreement or other agreements regarding the Stock of the Company in such form(s) as the Administrator may determine from time to time.

(g)Termination, Amendment and Modification of the Plan. The Board may terminate, amend or modify the Plan or any portion thereof at any time.

(h)Non-Guarantee of Employment or Service. Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an individual to continue in the service of the any of the Company or shall interfere in any way with the right of any of the Company to terminate such service at any time with or without cause or notice and whether or not such termination results in (i) the failure of any Award to vest; (ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any other adverse effect on the individual’s interests under the Plan.

(i)Compliance with Securities Laws; Listing and Registration. If at any time the Administrator determines that the delivery of Stock under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or Federal or state securities laws, the right to exercise an Award or receive Stock pursuant to an Award shall be suspended until the Administrator determines that such delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Stock under Federal, state or foreign laws.

The Company may require that a grantee, as a condition to exercise of an Award, and as a condition to the delivery of any Stock certificate, make such written representations

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(including representations to the effect that such person will not dispose of the Stock so acquired in violation of Federal, state or foreign securities laws) and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Stock in compliance with applicable Federal, state or foreign securities laws. The Stock certificates issued pursuant to this Plan may bear a legend restricting transferability of the Stock unless such Stock are registered or an exemption from registration is available under the Securities Act of 1933, as amended, and applicable state or foreign securities laws.

(j)No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a grantee or any other person. To the extent that any grantee or other person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(k)Governing Law. The validity, construction and effect of the Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with applicable federal laws and the laws of the Commonwealth of Virginia without regard to its conflict of laws principles.

(l)Effective Date; Termination Date. The Plan is effective as of the effective date stated herein. No Award shall be granted under the Plan after the close of business on the day immediately preceding the tenth anniversary of the effective date of the Plan. This Plan may be amended, revised, modified or earlier terminated by vote of the Board of Directors of the Company; provided howver any such amendment, revision, modification or termination shall not adversely affect grants occurring prior to the date of termination. Subject to other applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards have been satisfied or terminated in accordance with the Plan and the terms of such Awards.

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Carbon Black, Inc.

Stock Option Grant Notice

(2012 Amended and Restated Equity Incentive Plan)

Carbon Black, Inc. (the “Company”), pursuant to its 2012 Amended and Restated Equity Incentive Plan (the “Plan”), hereby grants to Optionholder, an option to purchase the number of shares of the Company’s Common Stock set forth below.

This Option is subject to all of the terms and conditions as set forth herein and in the Plan (a copy of which has been made available to all participants), and in the Stock Option Agreement, the later of which is attached hereto as Attachment 1 and incorporated herein in its entirety.

Optionholder:	Firstname Lastname
Date of Grant:
Number of Common Shares Subject to Option:	###
Exercise Price (Per Share):
Expiration Date:	10 years from Grant Date

TYPE OF GRANT:	[ ]	Incentive Stock Option [ ] Non-statutory Stock Option
EXERCISE SCHEDULE:	[ ]	Same as Vesting Schedule

VESTING SCHEDULE: One [fourth (1/4th)] of the Shares subject to this Option vests on the one year anniversary of Date of Grant. One [thirty-sixth (1/36th)] of the remaining Shares vest on a calendar monthly basis beginning on the last day of each calendar month thereafter, until all of the remaining Shares are vested.

ADDITIONAL TERMS/ACKNOWLEDGEMENTS:

The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Grant Notice, the Stock Option Agreement (Attachment 1 hereto) and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements relating to the subject matter.

Carbon Black, Inc.
By:
Name:
Date:	Date:

1

Carbon Black, Inc. Proprietary

ATTACHMENT 1

STOCK OPTION AGREEMENT

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Carbon Black, Inc. (the “Company”) has granted you an option under its 2012 Equity Incentive Plan (the “Plan”) to purchase the number of Shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan. “You,” “you,” “your” or “Your” as used herein shall mean the Optionholder. “Option(s)” or “option(s)” refers to your the right to purchase Shares under the Plan and this Agreement.

You hereby agree to the following:

1.VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

2.NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

3.EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates that “Early Exercise” of your option is permitted) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the non-vested portion of your option; provided, however, that:

(a)a partial exercise of your option shall be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;

(b)any shares of Common Stock so purchased from installments that have not vested as of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;

(c)you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and

(d)if your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the time of grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

4.METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following:

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(a)In the Company’s sole discretion at the time your option is exercised and provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

(b)Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery of already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the Company’s reported earnings (generally six (6) months) or that you did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

5.WHOLE SHARES. You may exercise your option only for whole shares of Common Stock.

6.SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the Shares issuable upon such exercise are then registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations. No Shares resulting from the exercise of any Options may be transferred, whether voluntarily, involuntarily, or by operation of law, unless the transfer is permitted under applicable federal and state securities laws. The Company shall not be obligated to take any action that may be necessary or desirable to make any proposed transfer comply with the laws.

7.TERM. You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following:

(a)except as provided in Section 7(d) below, three (3) months after the termination of your Continuous Service for any reason other than your Disability or death, provided that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in Section 6, your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service;

(b)six (6) months after the termination of your Continuous Service due to your Disability;

(c)twelve (12) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates;

(d)in the event of termination of your Continuous Service for any reason other than your Disability or death, which occurs within three (3) months prior to or six (6) months subsequent to a Change in Control, the three (3) month time frames in Section 7(a) shall be extended to one (1) year.

(e)the Expiration Date indicated in your Grant Notice; or

(f)the day before the tenth (10th) anniversary of the Date of Grant.

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or your permanent and total disability, as defined in Section 22(e) of the Code. (The definition of disability in Section 22(e) of the Code is different from the definition of the Disability under the Plan). The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your Continuous Service terminates or if you otherwise exercise your option more than three (3) months after the date your Continuous Service with the Company or an Affiliate terminates.

8.EXERCISE.

(a)You may exercise the vested portion of your Options (and the unvested portion of your Options if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

(b)By exercising your Options you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise.

(c)If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option.

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(d)By exercising your Options you agree that you shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, for a period of time specified by the managing underwriter(s) (which may exceed one hundred eighty (180) days, at the Company’s reasonable discretion) following the effective date of a registration statement of the Company filed under the Securities Act (the “Lock Up Period”); provided, however, that nothing contained in this section shall prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 8(d) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

9.Transferability. Your Options are not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you and as provided in Section 7(c) upon death, by authorized representatives. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option.

10.Share Transfer Restrictions. Prior to the effective date of a registration statement of the Company filed under the Securities Act, and then only to the extent permitted by applicable law, and subject further to the terms of this Agreement or other agreement that you and the Company m may enter into, you may not validly transfer, sell, alienate, pledge, encumber, assign, gift or any other means dispose of (collectively “Transfer”) any Shares purchased or received on exercise of the Option, or any interest in such shares, whether such Transfer is voluntary or involuntary or by operation of law, by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) except in the event of a Change in Control. Any Transfer in violation of this Section 10 shall be void ab initio.

11.Company and Certain Shareholders Option to Purchase Shares and Transfer Restrictions

(a)Option to Purchase on Termination of Employment Status. If You (i) are terminated by the Company from employment with the Company with or without cause; or (ii) terminate employment with the Company or Continuous Service with the Company otherwise ceases for any reason (other than as provided in Sections 11(b) and (c) below), (collectively, a “Termination Event”), then the Company shall have the option (but not the obligation), for a period of 90 days (or such longer period as agreed amongst other shareholders) after the date of the Termination Event to purchase all or any part of Your Shares. After such 90 day period, other shareholders of the Company shall have the option (but not the obligation) to purchase all or any

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part of the Shares no longer subject to restrictions based on agreements between such shareholders.

(b)Option to Purchase on Disability. If You shall incur a Disability, then the Company shall have the option (but not the obligation) for a period of one year after the date of the Disability to purchase all or any part of Your Shares. After such one year period, other shareholders of the Company shall have the option (but not the obligation) to purchase all or any part of the Shares no longer subject to restrictions based on agreements between such shareholders for the period ending 5 years from the date of the Disability.

(c)Option to Purchase on Death. If You become deceased, then the Company shall have the option (but not the obligation) for a period for one year after the date of death to purchase, from Employee’s estate or heirs or devisees all or any part of Your Shares. After the one year period other shareholders of the Company shall have the option (but not the obligation) to purchase all or any part of the Shares no longer subject to restrictions based on agreements between such shareholders for the period ending 5 years from the date of death.

(d)Price. In the event of a Disability, Death or Termination Event, and if the Company or the other shareholders, as provided herein, shall exercise the option to purchase as provided herein, the price per Share that are subject to purchase as provided in this Section 11, shall be determined as of the last day of the fiscal year immediately prior to the date of such event as follows:

i.Where You were terminated from employment from the Company for Cause, then the price per Share shall be equal to ten (10%) percent of book value of the Company on the last day of the fiscal year immediately preceding the effective date of termination of employment, divided by the number of outstanding Shares of the Company.

ii.Where You leave the employment of the Company, or is are terminated from employment by the Company without cause, or there is a Disablement, or You become deceased, then the price per Share shall be equal to Fair Market Value of each Share.

(e)“Cause” Defined. As used herein “Cause” shall mean You have (i) been indicted for or convicted by a trial court of, or the entered of a plea of nolo contendere by such employee with respect to, having committed a felony, or another crime involving willful fraud, dishonesty or moral turpitude, (ii) abused controlled substances or alcohol or committed acts of dishonesty or moral turpitude that are detrimental to the Company and/or any of its subsidiaries, (iii) committed willful or intentional acts or omissions including without limitation violations of any agreements prohibiting competition, disclosure of confidential information, the solicitation of Company employees, clients or client prospects, or the disparagement of the Company; or (iv) violations of any of the covenants contained in this agreement or any employment agreement between you and the Company.

(f)Market Standoff Agreement. In connection with public offering of shares and upon request of the Company or the underwriters managing such public offering, You agree not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of

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any Shares (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of an public offering of shares.

12.OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment or contract. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

13.WITHHOLDING OBLIGATIONS.

(a)At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

(b)Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.

(c)You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied.

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14.NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

15.GENERAL.

a.Waiver. No waiver by You or the Company of any breach of any provision hereof will be deemed a waiver of any prior or subsequent breach of the same or any other provision. The failure of You or the Company to exercise any right provided herein will not be deemed on any subsequent occasions to be a waiver of any right granted hereunder to You or the Company.

b.Severability and Savings Provision. The Company and you desire that this Agreement be enforced to the greatest degree possible. If a Court of competent jurisdiction finds any part or provision of this Agreement to be unenforceable, void, overly burdensome or invalid, then the parties request such Court to enforce the remaining parts of this Agreement or the provision, as applicable, as valid and enforceable as though the invalid portions were not a part. Additionally, if any provision relating to time, prohibited conduct, scope of activities or geographical area is deemed unenforceable or overly broad, then you and the also intend that such provision shall not be wholly void but shall, for purposes of this Agreement or the provision, as applicable, be enforced by a court of competent jurisdiction to the maximum extent it deems reasonable and enforceable in any jurisdiction in which such court is convened.

c.Entire Agreement. This Agreement, along with any Grant Notice, and the terms of the Plan, constitute the entire agreement between the parties hereto with respect to the issuance of any form of equity and stock options in the Company which results from employment or the performance of services for the Company, and supersedes and amends all prior representations, warranties and agreements relating thereto (including any in offer letters, employment agreements and related documents) and may be amended only by a writing executed by the parties.

16.GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

17.NOTHING IN THIS AGREEMENT (AND NOTHING IN ANY COMPANY HANDBOOK AND/OR ANY CODE OF BUSINESS CONDUCT) SHALL BE CONSTRUED AS

MODIFYING YOUR AT-WILL EMPLOYMENT RELATIONSHIP WITH THE COMPANY, WHICH SHALL AT ALL TIMES BE TERMINABLE AT ANY TIME BY YOU OR THE COMPANY, WITH OR WITHOUT ADVANCE NOTICE, AND WITH OR WITHOUT CAUSE. THIS AGREEMENT SHALL NOT BE CONSTRUED TO ESTABLISH OR AFFORD ANY RIGHT TO CLAIM SPECIFIC COMPENSATION OR OTHER EMPLOYEE BENEFITS.

* * * * * * * * * * * * * * * *

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STOCK OPTION EXERCISE NOTICE

Carbon Black, Inc. (fka Bit9, Inc.)

1100 Winter ST

Waltham, MA 02451
Attention: Justine Kelleher

Pursuant to the terms of the Stock Option Grant Notice delivered to the undersigned by Carbon Black, Inc., a Delaware corporation, dated [Insert Date of Option Grant]           , and the Notice of Assumption of Stock Option and Election to Extend Exercise Period delivered to the undersigned by Carbon Black, Inc. (fka Bit9, Inc.), a Delaware corporation (the “Company”), dated [Insert Date of Notice of Assumption of Stock Option and Election to Extend Exercise Period]           , I, [Insert Name]                 , hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $       representing the purchase price for [Fill in number of Series E-1 Shares]         shares of Series E-1 Preferred Stock, par value $0.001 per share, of the Company.  I have chosen the following form(s) of payment:

[ ]1.Cash

[ ]2.Certified or bank check payable to Carbon Black, Inc.

[ ]3.Other (as described in Carbon Black’s Amended and Restated 2012 Equity Incentive Plan (please describe))                                                      .

In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows:

(i)I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof.

(ii)I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company.

(iii)I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

(iv)I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time.

(v)I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and

under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof).  I further acknowledge that certificates representing Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations.

(vi)I have read and understand the Plan and acknowledge and agree that the Shares are subject to all of the relevant terms of the Plan.

(vii)I understand and agree that, as a condition to the issuance of the Shares hereunder, I will become a party to (A) that certain Seventh Amended and Restated Investor Rights Agreement by and among the Company and certain of its stockholders dated as of February 10, 2014 (as the same may be amended from time to time, the “IRA”), (B) that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement by and among the Company and certain of its stockholders dated as of February 10, 2014 (as the same may be amended from time to time, the “Right of First Refusal and Co-Sale Agreement”), and (C) that certain Sixth Amended and Restated Voting Agreement by and among the Company and certain of its stockholders dated as of February 10, 2014 (as the same may be amended from time to time, the “Voting Agreement”), and I shall thereby be bound by, and subject to, all the terms and provisions of the IRA, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement applicable to an Investor under each of the foregoing, and that I will execute a counterpart signature page thereto promptly upon request of the Company.

(viii)I understand and agree that, but for the waiver made herein and in the Agreement, I would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights as I may be provided under Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, I hereby unconditionally and irrevocably waive the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenant and agree never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any of my contractual inspection rights under any other written agreement between me and the Company.

(ix)I understand and agree that the Shares and all other shares of the Company’s Common Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, and Series E-1 Preferred Stock, par value $0.001 per share, that I currently own, or that I may acquire in the future (collectively, “Owned Shares”), may

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not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of except in compliance with the Company’s Second Amended and Restated By-Laws, as amended and in effect (the “Bylaws”). I further acknowledge and agree that (a) certificates representing Owned Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Owned Shares will include similar restrictive notations and (b) a copy of the Bylaws has been made available to me.

Sincerely yours,

Name:

Address:

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EX-10.10

Exhibit 10.10

CONFER TECHNOLOGIES, INC.

2013 STOCK PLAN

ADOPTED ON JUNE 20, 2013

TABLE OF CONTENTS

		Page
SECTION 1.	ESTABLISHMENT AND PURPOSE	1
SECTION 2.	ADMINISTRATION	1
(a)	Committees of the Board of Directors	1
(b)	Authority of the Board of Directors	1
SECTION 3.	ELIGIBILITY	1
(a)	General Rule	1
(b)	Ten-Percent Stockholders	1
SECTION 4.	STOCK SUBJECT TO PLAN	2
(a)	Basic Limitation	2
(b)	Additional Shares	2
SECTION 5.	TERMS AND CONDITIONS OF AWARDS OR SALES	2
(a)	Stock Grant or Purchase Agreement	2
(b)	Duration of Offers and Nontransferability of Rights	2
(c)	Purchase Price	3
SECTION 6.	TERMS AND CONDITIONS OF OPTIONS	3
(a)	Stock Option Agreement	3
(b)	Number of Shares	3
(c)	Exercise Price	3
(d)	Exercisability	3
(e)	Basic Term	3
(f)	Termination of Service (Except by Death)	3
(g)	Leaves of Absence	4
(h)	Death of Optionee	4
(i)	Pre-Exercise Restrictions on Transfer of Options or Shares	5
(j)	No Rights as a Stockholder	5
(k)	Modification, Extension and Assumption of Options	5
(l)	Company’s Right to Cancel Certain Options	5
SECTION 7.	PAYMENT FOR SHARES	6
(a)	General Rule	6
(b)	Services Rendered	6
(c)	Promissory Note	6
(d)	Surrender of Stock	6
(e)	Exercise/Sale	6
(f)	Net Exercise	6
(g)	Other Forms of Payment	6
SECTION 8.	ADJUSTMENT OF SHARES	7
(a)	General	7

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(b)	Corporate Transactions	7
(c)	Reservation of Rights	8
SECTION 9.	PRE-EXERCISE INFORMATION REQUIREMENT	9
(a)	Application of Requirement	9
(b)	Scope of Requirement	9
SECTION 10.	MISCELLANEOUS PROVISIONS	9
(a)	Securities Law Requirements	9
(b)	No Retention Rights	9
(c)	Treatment as Compensation	9
(d)	Governing Law	9
(e)	Conditions and Restrictions on Shares	9
(f)	Tax Matters	10
SECTION 11.	DURATION AND AMENDMENTS; STOCKHOLDER APPROVAL	11
(a)	Term of the Plan	11
(b)	Right to Amend or Terminate the Plan	11
(c)	Effect of Amendment or Termination	11
(d)	Stockholder Approval	11
SECTION 12.	DEFINITIONS	11

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CONFER TECHNOLOGIES, INC. 2013 STOCK PLAN

SECTION 1.ESTABLISHMENT AND PURPOSE.

The purpose of this Plan is to offer persons selected by the Company an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, by acquiring Shares of the Company’s Stock. The Plan provides both for the direct award or sale of Shares and for the grant of Options to purchase Shares. Options granted under the Plan may be ISOs intended to qualify under Code Section 422 or Nonstatutory Options which are not intended to so qualify.

Capitalized terms are defined in Section 12.

SECTION 2.ADMINISTRATION.

(a)Committees of the Board of Directors. The Plan may be administered by one or more Committees. Each Committee shall consist, as required by applicable law, of one or more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it. If no Committee has been appointed, the entire Board of Directors shall administer the Plan. Any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.

(b)Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. Notwithstanding anything to the contrary in the Plan, with respect to the terms and conditions of awards granted to Participants outside the United States, the Board of Directors may vary from the provisions of the Plan to the extent it determines it necessary and appropriate to do so; provided that it may not vary from those Plan terms requiring stockholder approval pursuant to Section 11(d) below. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees and all persons deriving their rights from a Purchaser or Optionee.

SECTION 3.ELIGIBILITY.

(a)General Rule. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Nonstatutory Options or the direct award or sale of Shares.(1)  Only Employees shall be eligible for the grant of ISOs.

(b)Ten-Percent Stockholders. A person who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any

(1) Note that special considerations apply if the Company proposes to grant awards to an Employee or Consultant of a Parent company.

of its Subsidiaries shall not be eligible for the grant of an ISO unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the Date of Grant and (ii) such ISO by its terms is not exercisable after the expiration of five years from the Date of Grant. For purposes of this Subsection (b), in determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.

SECTION 4.STOCK SUBJECT TO PLAN.

(a)Basic Limitation. Not more than 2,696,371 Shares may be issued under the Plan, subject to Subsection (b) below and Section 8(a).  All of these Shares may be issued upon the exercise of ISOs. The number of Shares that are subject to Options or other rights outstanding at any time under the Plan may not exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares or treasury Shares.

(b)Additional Shares. In the event that Shares previously issued under the Plan are reacquired by the Company, such Shares shall be added to the number of Shares then available for issuance under the Plan. In the event that Shares that otherwise would have been issuable under the Plan are withheld by the Company in payment of the Purchase Price, Exercise Price or withholding taxes, such Shares shall remain available for issuance under the Plan. In the event that an outstanding Option or other right for any reason expires or is canceled, the Shares allocable to the unexercised portion of such Option or other right shall be added to the number of Shares then available for issuance under the Plan.

SECTION 5.TERMS AND CONDITIONS OF AWARDS OR SALES.

(a)Stock Grant or Purchase Agreement. Each award of Shares under the Plan shall be evidenced by a Stock Grant Agreement between the Grantee and the Company. Each sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Grant Agreement or Stock Purchase Agreement. The provisions of the various Stock Grant Agreements and Stock Purchase Agreements entered into under the Plan need not be identical.

(b)Duration of Offers and Nontransferability of Rights. Any right to purchase Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days (or such other period as may be specified in the Award Agreement) after the grant of such right was communicated to the Purchaser by the Company. Such right is not transferable and may be exercised only by the Purchaser to whom such right was granted.

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(c)Purchase Price. The Board of Directors shall determine the Purchase Price of Shares to be offered under the Plan at its sole discretion. The Purchase Price shall be payable in a form described in Section 7.

SECTION 6.TERMS AND CONDITIONS OF OPTIONS.

(a)Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Board of Directors deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

(b)Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 8. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option.

(c)Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an Option shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant, and in the case of an ISO a higher percentage may be required by Section 3(b). Subject to the preceding sentence, the Exercise Price shall be determined by the Board of Directors at its sole discretion. The Exercise Price shall be payable in a form described in Section 7. This Subsection (c) shall not apply to an Option granted pursuant to an assumption of, or substitution for, another option in a manner that complies with Code Section 424(a) (whether or not the Option is an ISO).

(d)Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. No Option shall be exercisable unless the Optionee (i) has delivered an executed copy of the Stock Option Agreement to the Company or (ii) otherwise agrees to be bound by the terms of the Stock Option Agreement. The Board of Directors shall determine the exercisability provisions of the Stock Option Agreement at its sole discretion.

(e)Basic Term. The Stock Option Agreement shall specify the term of the Option. The term shall not exceed 10 years from the Date of Grant, and in the case of an ISO, a shorter term may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option is to expire.

(f)Termination of Service (Except by Death). If an Optionee’s Service terminates for any reason other than the Optionee’s death, then the Optionee’s Options shall expire on the earliest of the following dates:

(i)The expiration date determined pursuant to Subsection (e) above;

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(ii)The date three months after the termination of the Optionee’s Service for any reason other than Disability, or such earlier or later date as the Board of Directors may determine (but in no event earlier than 30 days after the termination of the Optionee’s Service); or

(iii)The date six months after the termination of the Optionee’s Service by reason of Disability, or such later date as the Board of Directors may determine.

The Optionee may exercise all or part of the Optionee’s Options at any time before the expiration of such Options under the preceding sentence, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). The balance of such Options shall lapse when the Optionee’s Service terminates. In the event that the Optionee dies after the termination of the Optionee’s Service but before the expiration of the Optionee’s Options, all or part of such Options may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination).

(g)Leaves of Absence. For purposes of Subsection (f) above, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of Service for this purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).

(h)Death of Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall expire on the earlier of the following dates:

(i)The expiration date determined pursuant to Subsection (e) above; or

(ii)The date 12 months after the Optionee’s death, or such earlier or later date as the Board of Directors may determine (but in no event earlier than six months after the Optionee’s death).

All or part of the Optionee’s Options may be exercised at any time before the expiration of such Options under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s death (or became exercisable as a result of the death) and the underlying Shares had vested before the Optionee’s death (or vested as a result of the Optionee’s death). The balance of such Options shall lapse when the Optionee dies.

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(i)Pre-Exercise Restrictions on Transfer of Options or Shares. An Option shall be transferable by the Optionee only by (i) a beneficiary designation, (ii) a will or (iii) the laws of descent and distribution, except as provided in the next sentence. If the applicable Stock Option Agreement so provides, a Nonstatutory Option shall also be transferable by gift or domestic relations order to a Family Member of the Optionee. An ISO may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative. In addition, an Option shall comply with all conditions of Rule 12h-1(f)(1) under the Exchange Act until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. Such conditions include, without limitation, the transferability restrictions set forth in Rule 12h-1(f)(1)(iv) and (v) under the Exchange Act, which shall apply to an Option and, prior to exercise, to the Shares to be issued upon exercise of such Option during the period commencing on the Date of Grant and ending on the earlier of (i) the date when the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or (ii) the date when the Company makes a determination that it will cease to rely on the exemption afforded by Rule 12h-1(f)(1) under the Exchange Act. During such period, an Option and, prior to exercise, the Shares to be issued upon exercise of such Option shall be restricted as to any pledge, hypothecation or other transfer by the Optionee, including any short position, any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act).

(j)No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by the Optionee’s Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of such Option.

(k)Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Board of Directors may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options or a different type of award for the same or a different number of Shares and at the same or a different Exercise Price (if applicable). The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s obligations under such Option.

(l)Company’s Right to Cancel Certain Options. Any other provision of the Plan or a Stock Option Agreement notwithstanding, the Company shall have the right at any time to cancel an Option that was not granted in compliance with Rule 701 under the Securities Act. Prior to canceling such Option, the Company shall give the Optionee not less than 30 days’ notice in writing. If the Company elects to cancel such Option, it shall deliver to the Optionee consideration with an aggregate Fair Market Value equal to the excess of (i) the Fair Market Value of the Shares subject to such Option as of the time of the cancellation over (ii) the Exercise Price of such Option. The consideration may be delivered in the form of cash or cash equivalents, in the form of Shares, or a combination of both. If the consideration would be a negative amount, such Option may be cancelled without the delivery of any consideration.

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SECTION 7.PAYMENT FOR SHARES.

(a)General Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash or cash equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 7. In addition, the Board of Directors in its sole discretion may also permit payment through any of the methods described in (b) through (g) below:

(b)Services Rendered. Shares may be awarded under the Plan in consideration of services rendered to the Company, a Parent or a Subsidiary prior to the award.

(c)Promissory Note. All or a portion of the Purchase Price or Exercise Price (as the case may be) of Shares issued under the Plan may be paid with a full-recourse promissory note. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest rate payable under the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing, the Board of Directors (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any) and other provisions of such note.

(d)Surrender of Stock. All or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value as of the date when the Option is exercised.

(e)Exercise/Sale. If the Stock is publicly traded, all or part of the Exercise Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company.

(f)Net Exercise. An Option may permit exercise through a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair Market Value (determined by the Board of Directors as of the exercise date) that does not exceed the aggregate Exercise Price or the sum of the aggregate Exercise Price plus all or a portion of the minimum amount required to be withheld under applicable tax law (with the Company accepting from the Optionee payment of cash or cash equivalents to satisfy any remaining balance of the aggregate Exercise Price and, if applicable, any additional withholding obligation not satisfied through such reduction in Shares); provided that to the extent Shares subject to an Option are withheld in this manner, the number of Shares subject to the Option following the net exercise will be reduced by the sum of the number of Shares withheld and the number of Shares delivered to the Optionee as a result of the exercise.

(g)Other Forms of Payment. To the extent that an Award Agreement so provides, the Purchase Price or Exercise Price of Shares issued under the Plan may be paid in any other form permitted by the Delaware General Corporation Law, as amended.

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SECTION 8.ADJUSTMENT OF SHARES.

(a)General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a reclassification, or any other increase or decrease in the number of issued shares of Stock effected without receipt of consideration by the Company, proportionate adjustments shall automatically be made in each of (i) the number and kind of Shares available for future grants under Section 4, (ii) the number and kind of Shares covered by each outstanding Option and any outstanding and unexercised right to purchase Shares that has not yet expired pursuant to Section 5(b), (iii) the Exercise Price under each outstanding Option and the Purchase Price applicable to any unexercised stock purchase right described in clause (ii) above, and (iv) any repurchase price that applies to Shares granted under the Plan pursuant to the terms of a Company repurchase right under the applicable Award Agreement. In the event of a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a recapitalization, a spin-off, or a similar occurrence, the Board of Directors at its sole discretion may make appropriate adjustments in one or more of the items listed in clauses (i) through (iv) above; provided, however, that the Board of Directors shall in any event make such adjustments as may be required by Section 25102(o) of the California Corporations Code. No fractional Shares shall be issued under the Plan as a result of an adjustment under this Section 8(a), although the Board of Directors in its sole discretion may make a cash payment in lieu of fractional Shares.

(b)Corporate Transactions. In the event that the Company is a party to a merger or consolidation, or in the event of a sale of all or substantially all of the Company’s stock or assets, all Shares acquired under the Plan and all Options and other Plan awards outstanding on the effective date of the transaction shall be treated in the manner described in the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Board of Directors in its capacity as administrator of the Plan, with such determination having final and binding effect on all parties), which agreement or determination need not treat all Options and awards (or all portions of an Option or an award) in an identical manner.  The treatment specified in the transaction agreement may include (without limitation) one or more of the following with respect to each outstanding Option or award:

(i)Continuation of the Option or award by the Company (if the Company is the surviving corporation).

(ii)Assumption of the Option by the surviving corporation or its parent in a manner that complies with Code Section 424(a) (whether or not the Option is an ISO).

(iii)Substitution by the surviving corporation or its parent of a new option for the Option in a manner that complies with Code Section 424(a) (whether or not the Option is an ISO).

(iv)Cancellation of the Option and a payment to the Optionee with respect to each Share subject to the portion of the Option that is vested as of

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the transaction date equal to the excess of (A) the value, as determined by the Board of Directors in its absolute discretion, of the property (including cash) received by the holder of a share of Stock as a result of the transaction, over (B) the per-Share Exercise Price of the Option (such excess, the “Spread”). Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent having a value equal to the Spread. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Stock. If the Spread applicable to an Option is zero or a negative number, then the Option may be cancelled without making a payment to the Optionee.

(v)Cancellation of the Option without the payment of any consideration; provided that the Optionee shall be notified of such treatment and given an opportunity to exercise the Option (to the extent the Option is vested or becomes vested as of the effective date of the transaction) during a period of not less than five (5) business days preceding the effective date of the transaction, unless (A) a shorter period is required to permit a timely closing of the transaction and (B) such shorter period still offers the Optionee a reasonable opportunity to exercise the Option. Any exercise of the Option during such period may be contingent upon the closing of the transaction.

(vi)Suspension of the Optionee’s right to exercise the Option during a limited period of time preceding the closing of the transaction if such suspension is administratively necessary to permit the closing of the transaction.

(vii)Termination of any right the Optionee has to exercise the Option prior to vesting in the Shares subject to the Option (i.e., “early exercise”), such that following the closing of the transaction the Option may only be exercised to the extent it is vested.

For the avoidance of doubt, the Board of Directors has discretion to accelerate, in whole or part, the vesting and exercisability of an Option or other Plan award in connection with a corporate transaction covered by this Section 8(b).

(c)Reservation of Rights. Except as provided in this Section 8, a Participant shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

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SECTION 9.PRE-EXERCISE INFORMATION REQUIREMENT.

(a)Application of Requirement. This Section 9 shall apply only during a period that (i) commences when the Company begins to rely on the exemption described in Rule 12h-1(f)(1) under the Exchange Act, as determined by the Company in its sole discretion, and (ii) ends on the earlier of (A) the date when the Company ceases to rely on such exemption, as determined by the Company in its sole discretion, or (B) the date when the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. In addition, this Section 9 shall in no event apply to an Optionee after he or she has fully exercised all of his or her Options.

(b)Scope of Requirement. The Company shall provide to each Optionee the information described in Rule 701(e)(3), (4) and (5) under the Securities Act. Such information shall be provided at six-month intervals, and the financial statements included in such information shall not be more than 180 days old. The foregoing notwithstanding, the Company shall not be required to provide such information unless the Optionee has agreed in writing, on a form prescribed by the Company, to keep such information confidential.

SECTION 10.MISCELLANEOUS PROVISIONS.

(a)Securities Law Requirements. Shares shall not be issued under the Plan unless, in the opinion of counsel acceptable to the Board of Directors, the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. The Company shall not be liable for a failure to issue Shares as a result of such requirements.

(b)No Retention Rights. Nothing in the Plan or in any right or Option granted under the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(c)Treatment as Compensation. Any compensation that an individual earns or is deemed to earn under this Plan shall not be considered a part of his or her compensation for purposes of calculating contributions, accruals or benefits under any other plan or program that is maintained or funded by the Company, a Parent or a Subsidiary.

(d)Governing Law. The Plan and all awards, sales and grants under the Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

(e)Conditions and Restrictions on Shares. Shares issued under the Plan shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms and conditions as the Board of Directors may

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determine. Such conditions and restrictions shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally. In addition, Shares issued under the Plan shall be subject to conditions and restrictions imposed either by applicable law or by Company policy, as adopted from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory or tax advantage.

(f)Tax Matters.

(i)As a condition to the award, grant, issuance, vesting, purchase, exercise or transfer of any award, or Shares issued pursuant to any award, granted under this Plan, the Participant shall make such arrangements as the Board of Directors may require or permit for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such event.

(ii)Unless otherwise expressly set forth in an Award Agreement, it is intended that awards granted under the Plan shall be exempt from Code Section 409A, and any ambiguity in the terms of an Award Agreement and the Plan shall be interpreted consistently with this intent. To the extent an award is not exempt from Code Section 409A (any such award, a “409A Award”), any ambiguity in the terms of such award and the Plan shall be interpreted in a manner that to the maximum extent permissible supports the award’s compliance with the requirements of that statute. Notwithstanding anything to the contrary permitted under the Plan, in no event shall a modification of an Award not already subject to Code Section 409A be given effect if such modification would cause the Award to become subject to Code Section 409A unless the parties explicitly acknowledge and consent to the modification as one having that effect. A 409A Award shall be subject to such additional rules and requirements as specified by the Board of Directors from time to time in order for it to comply with the requirements of Code Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” to an individual who is considered a “specified employee” (as each term is defined under Code Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to Section 409A(a)(1). In addition, if a transaction subject to Section 8(b) constitutes a payment event with respect to any 409A Award, then the transaction with respect to such award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.

(iii)Neither the Company nor any member of the Board of Directors shall have any liability to a Participant in the event an award held by the Participant fails to achieve its intended characterization under applicable tax law.

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SECTION 11.DURATION AND AMENDMENTS; STOCKHOLDER APPROVAL.

(a)Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject to approval of the Company’s stockholders under Subsection (d) below. The Plan shall terminate automatically 10 years after the later of (i) the date when the Board of Directors adopted the Plan or (ii) the date when the Board of Directors approved the most recent increase in the number of Shares reserved under Section 4 that was also approved by the Company’s stockholders. The Plan may be terminated on any earlier date pursuant to Subsection (b) below.

(b)Right to Amend or Terminate the Plan. Subject to Subsection (d) below, the Board of Directors may amend, suspend or terminate the Plan at any time and for any reason.

(c)Effect of Amendment or Termination. No Shares shall be issued or sold and no Option granted under the Plan after the termination thereof, except upon exercise of an Option (or any other right to purchase Shares) granted under the Plan prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Option previously granted under the Plan.

(d)Stockholder Approval. To the extent required by applicable law, the Plan will be subject to approval of the Company’s stockholders within 12 months of its adoption date. To the extent required by applicable law, any amendment of the Plan will be subject to the approval of the Company’s stockholders within 12 months of the amendment date if it (i) increases the number of Shares available for issuance under the Plan (except as provided in Section 8), or (ii) materially changes the class of persons who are eligible for the grant of ISOs. In addition, an amendment effecting any other material change to the Plan terms will be subject to approval of the Company’s stockholder only if required by applicable law. Stockholder approval shall not be required for any other amendment of the Plan.

SECTION 12.DEFINITIONS.

(a)“Award Agreement” means a Stock Grant Agreement, Stock Option Agreement or Stock Purchase Agreement.

(b)“Board of Directors” means the Board of Directors of the Company, as constituted from time to time.

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

(d)“Committee” means a committee of the Board of Directors, as described in Section 2(a).

(e)“Company” means Confer Technologies, Inc., a Delaware corporation.

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(f)“Consultant” means a person, excluding Employees and Outside Directors, who performs bona fide services for the Company, a Parent(3) or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.

(g)“Date of Grant” means the date of grant specified in the applicable Stock Option Agreement, which date shall be the later of (i) the date on which the Board of Directors resolved to grant the Option or (ii) the first day of the Optionee’s Service.

(h)“Disability” means that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

(i)“Employee” means any individual who is a common-law employee of the Company, a Parent(4) or a Subsidiary.

(j)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(k)“Exercise Price” means the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement.

(l)“Fair Market Value” means the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.

(m)“Family Member” means (i) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, (ii) any person sharing the Optionee’s household (other than a tenant or employee), (iii) a trust in which persons described in Clause (i) or (ii) have more than 50% of the beneficial interest, (iv) a foundation in which persons described in Clause (i) or (ii) or the Optionee control the management of assets and (v) any other entity in which persons described in Clause (i) or (ii) or the Optionee own more than 50% of the voting interests.

(n)“Grantee” means a person to whom the Board of Directors has awarded Shares under the Plan.

(o)“ISO” means an Option that qualifies as an incentive stock option as described in Code Section 422(b). Notwithstanding its designation as an ISO, an Option that does not qualify as an ISO under applicable law shall be treated for all purposes as a Nonstatutory Option.

(3) Note that special considerations apply if the Company proposes to grant awards to consultant or advisor of a Parent company.

(4) Note that special considerations apply if the Company proposes to grant awards to an Employee of a Parent company.

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(p)“Nonstatutory Option” means an Option that does not qualify as an incentive stock option as described in Code Section 422(b) or 423(b).

(q)“Option” means an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

(r)“Optionee” means a person who holds an Option.

(s)“Outside Director” means a member of the Board of Directors who is not an Employee.

(t)“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

(u)“Participant” means a Grantee, Optionee or Purchaser.

(v)“Plan” means this Confer Technologies, Inc. 2013 Stock Plan.

(w)“Purchase Price” means the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Board of Directors.

(x)“Purchaser” means a person to whom the Board of Directors has offered the right to purchase Shares under the Plan (other than upon exercise of an Option).

(y)“Securities Act” means the Securities Act of 1933, as amended.

(z)“Service” means service as an Employee, Outside Director or Consultant.

(aa)“Share” means one share of Stock, as adjusted in accordance with Section 8 (if applicable).

(bb)“Stock” means the Common Stock of the Company.

(cc)“Stock Grant Agreement” means the agreement between the Company and a Grantee who is awarded Shares under the Plan that contains the terms, conditions and restrictions pertaining to the award of such Shares.

(dd)“Stock Option Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee’s Option.

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(ee)“Stock Purchase Agreement” means the agreement between the Company and a Purchaser who purchases Shares under the Plan that contains the terms, conditions and restrictions pertaining to the purchase of such Shares.

(ff)“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

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CARBON BLACK, INC.

CONFER TECHNOLOGIES, INC. 2013 STOCK PLAN

NOTICE OF STOCK OPTION EXERCISE

You must sign this Notice on Page 4 before submitting it to the Company.

OPTIONEE INFORMATION:

Name:
Address:	Employee Number:

OPTION INFORMATION:

Date of Grant:                  , 20	Type of Stock Option:
Exercise Price per Share: $        of Common Stock of Confer Technologies, Inc. (“Confer”)	o  Nonstatutory (NSO)
Total number of shares of Common Stock of Confer covered by the option: Exercise Price per Share: $        of Common Stock of Carbon Black, Inc. (the “Company”) Total number of shares of Common Stock of the Company covered by the option:	o  Incentive (ISO)

EXERCISE INFORMATION:

Number of shares of Common Stock of the Company for which the option is being exercised now:                 .  (These shares are referred to below as the “Purchased Shares.”)

Total Exercise Price for the Purchased Shares: $

Form of payment enclosed [check all that apply]:

o      Check for $            , payable to “Carbon Black, Inc.”

oCertificate(s) for                  shares of Common Stock of the Company.  These shares will be valued as of the date this notice is received by the Company.  [Requires Company consent.]

oAttestation Form covering                  shares of Common Stock of the Company.  These shares will be valued as of the date this notice is received by the Company.  [Requires Company consent.]

REPRESENTATIONS AND ACKNOWLEDGEMENTS OF THE OPTIONEE:

1.I represent and warrant to the Company that I am acquiring and will hold the Purchased Shares for investment for my account only, and not with a view to, or

for resale in connection with, any “distribution” of the Purchased Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

2.I understand that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required.

3.I acknowledge that the Company is under no obligation to register the Purchased Shares.

4.I am aware of the adoption by the Securities and Exchange Commission of Rule 144 under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions.  These conditions may include (without limitation) that certain current public information about the issuer be available, that the resale occur only after a holding period required by Rule 144 has been satisfied, that the sale occur through an unsolicited “broker’s transaction” and that the amount of securities being sold during any three-month period not exceed specified limitations.  I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company is not required to take action to satisfy any conditions applicable to it.

5.I will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act.

6.I acknowledge that I have received and had access to such information as I consider necessary or appropriate for deciding whether to invest in the Purchased Shares and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.

7.I am aware that my investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss.  I am able, without impairing my financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of my investment in the Purchased Shares.

8.I acknowledge that the Purchased Shares remain subject to the Company’s right of first refusal and the market stand-off (sometimes referred to as the “lock-up”) and may remain subject to the Company’s right of repurchase, all in accordance with the applicable Notice of Stock Option Grant and Stock Option Agreement.

9.I acknowledge that I am acquiring the Purchased Shares subject to all other terms of the Notice of Stock Option Grant and Stock Option Agreement.

10.I acknowledge that the Company has encouraged me to consult my own adviser to determine the form of ownership that is appropriate for me.  In the event that I choose to transfer my Purchased Shares to a trust, I agree to sign a Stock Transfer Agreement.  In the event that I choose to transfer my Purchased Shares to a trust that does not satisfy the requirements described in the attached explanation (i.e. a trust that is not an eligible revocable trust), I also acknowledge that the transfer will be treated as a “disposition” for tax purposes.  As a result, the favorable ISO tax treatment will be unavailable and other unfavorable tax consequences may occur.

11.I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of acquiring the Purchased Shares at this time.

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12.I agree that the Company does not have a duty to design or administer the 2013 Stock Plan or its other compensation programs in a manner that minimizes my tax liabilities.  I will not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from my options or my other compensation.  In particular, I acknowledge that my options are exempt from section 409A of the Internal Revenue Code only if the exercise price per share is at least equal to the fair market value per share of the Company’s Common Stock at the time the option was granted by the Company’s Board of Directors.  Since shares of the Company’s Common Stock are not traded on an established securities market, the determination of their fair market value was made by the Company’s Board of Directors or by an independent valuation firm retained by the Company.  I acknowledge that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and I will not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low.

13.I agree to seek the consent of my spouse to the extent required by the Company to enforce the foregoing.

14.I understand and agree that, but for the waiver made herein and in the Agreement, I would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights as I may be provided under Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, I hereby unconditionally and irrevocably waive the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenant and agree never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any of my contractual inspection rights under any other written agreement between me and the Company.

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15.I understand and agree that the Shares and all other shares of the Company’s Common Stock, par value $0.001 per share, Series A Preferred Stock, par value $0.001 per share, and Series E-1 Preferred Stock, par value $0.001 per share, that I currently own, or that I may acquire in the future (collectively, “Owned Shares”), may not be sold, assigned, transferred, pledged, encumbered or in any manner disposed of except in compliance with the Company’s Second Amended and Restated By-Laws, as amended and in effect (the “Bylaws”). I further acknowledge and agree that (a) certificates representing Owned Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Owned Shares will include similar restrictive notations and (b) a copy of the Bylaws has been made available to me.

SIGNATURE: DATE:

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CONFER TECHNOLOGIES, INC. 2013 STOCK PLAN

NOTICE OF STOCK OPTION GRANT (EARLY EXERCISE)

The Optionee has been granted the following option to purchase shares of the Common Stock of Confer Technologies, Inc.:

Name of Optionee:
Total Number of Shares:
Type of Option:
Exercise Price per Share:
Date of Grant:
Date Exercisable:	This option may be exercised at any time after the Date of Grant for all or any part of the Shares subject to this option.
Vesting Commencement Date:
Vesting Schedule:	[The Right of Repurchase shall lapse with respect to the first 20% of the Shares subject to this option when the Optionee completes twelve (12) months of continuous Service beginning with the Vesting Commencement Date set forth above. The Right of Repurchase shall lapse with respect to an additional 1/60th of the Shares subject to this option when the Optionee completes each month of continuous Service thereafter.]
Expiration Date:	This option expires earlier if the Optionee’s Service terminates earlier, as provided in Section 6 of the Stock Option Agreement, or if the Company engages in certain corporate transactions, as provided in Section 8(b) of the Plan.

By signing below, the Optionee and the Company agree that this option is granted under, and governed by the terms and conditions of, the 2013 Stock Plan and the Stock Option Agreement. Both of these documents are attached to, and made a part of, this Notice of Stock Option Grant. Section 14 of the Stock Option Agreement includes important acknowledgements of the Optionee.

OPTIONEE:	CONFER TECHNOLOGIES, INC.
	By:
	Title:

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

CONFER TECHNOLOGIES, INC. 2013 STOCK PLAN:

STOCK OPTION AGREEMENT (EARLY EXERCISE)

SECTION 1.        GRANT OF OPTION.

(a)           Option. On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO or an NSO, as provided in the Notice of Stock Option Grant.

(b)           $100,000 Limitation. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code.

(c)           Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are defined in Section 15 of this Agreement.

SECTION 2.        RIGHT TO EXERCISE.

(a)           Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option may be subject to the Right of Repurchase under Section 7.

(b)           Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s stockholders.

SECTION 3.        NO TRANSFER OR ASSIGNMENT OF OPTION.

Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process.

SECTION 4.        EXERCISE PROCEDURES.

(a)           Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to the Company pursuant to Section 13(c). The notice shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment. The person exercising this option shall sign the notice. In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option. The Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price. In the event of a partial exercise of this option, Shares shall be deemed to have been purchased in the order in which they vest in accordance with the Notice of Stock Option Grant.

(b)           Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued one or more certificates evidencing the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the names of such person and his or her spouse as community property or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. In the case of Restricted Shares, the Company shall cause such certificates to be deposited in escrow under Section 7(c). In the case of other Shares, the Company shall cause such certificates to be delivered to or upon the order of the person exercising this option.

(c)           Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the exercise of this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option.

SECTION 5.        PAYMENT FOR STOCK.

(a)           Cash. All or part of the Purchase Price may be paid in cash or cash equivalents.

(b)           Surrender of Stock. At the discretion of the Board of Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value as of the date when this option is exercised.

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(c)           Exercise/Sale. All or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company. However, payment pursuant to this Subsection (c) shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law.

SECTION 6.        TERM AND EXPIRATION.

(a)           Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies).

(b)           Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other than death, then this option shall expire on the earliest of the following occasions:

(i)            The expiration date determined pursuant to Subsection (a) above;

(ii)           The date three months after the termination of the Optionee’s Service for any reason other than Disability; or

(iii)          The date six months after the termination of the Optionee’s Service by reason of Disability.

The Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent that this option is exercisable for vested Shares on or before the date when the Optionee’s Service terminates. When the Optionee’s Service terminates, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option was exercisable for vested Shares on or before the date when the Optionee’s Service terminated.

(c)           Death of the Optionee. If the Optionee dies while in Service, then this option shall expire on the earlier of the following dates:

(i)            The expiration date determined pursuant to Subsection (a) above; or

(ii)           The date 12 months after the Optionee’s death.

All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has

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acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option is exercisable for vested Shares on or before the date of the Optionee’s death. When the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares.

(d)           Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant in accordance with the Company’s leave of absence policy or the terms of such leave. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona fide leave of absence, if (i) such leave was approved by the Company in writing and (ii) continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work.

(e)           Notice Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised:

(i)            More than three months after the date when the Optionee ceases to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code);

(ii)           More than 12 months after the date when the Optionee ceases to be an Employee by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code); or

(iii)          More than three months after the date when the Optionee has been on a leave of absence for 90 days, unless the Optionee’s reemployment rights following such leave were guaranteed by statute or by contract.

SECTION 7.        RIGHT OF REPURCHASE.

(a)           Scope of Repurchase Right. Until they vest in accordance with the Notice of Stock Option Grant and Subsection (b) below, the Shares acquired under this Agreement shall be Restricted Shares and shall be subject to the Company’s Right of Repurchase. The Company, however, may decline to exercise its Right of Repurchase or may exercise its Right of Repurchase only with respect to a portion of the Restricted Shares. The Company may exercise its Right of Repurchase only during the Repurchase Period following the termination of the Optionee’s Service, but the Right of Repurchase may be exercised automatically under Subsection (d) below. If the Right of Repurchase is exercised, the Company shall pay the Optionee an amount equal to the lower of (i) the Exercise Price of each Restricted Share being repurchased or (ii) the Fair Market Value of such Restricted Share at the time the Right of Repurchase is exercised.

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(b)           Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Restricted Shares in accordance with the vesting schedule set forth in the Notice of Stock Option Grant.

(c)           Escrow. Upon issuance, the certificate(s) for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any additional or exchanged securities or other property described in Subsection (f) below shall immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on Restricted Shares (or on other securities held in escrow) shall be paid directly to the Optionee and shall not be held in escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the Right of Repurchase or the Right of First Refusal or (ii) released to the Optionee upon his or her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once every six months). In any event, all Shares that have ceased to be Restricted Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of (i) the termination of the Optionee’s Service or (ii) the lapse of the Right of First Refusal.

(d)           Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted Shares pursuant to Section 13(c) that it will not exercise its Right of Repurchase for some or all of the Restricted Shares. The Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased shall be delivered to the Company.

(e)           Termination of Rights as Stockholder. If the Right of Repurchase is exercised in accordance with this Section 7 and the Company makes available the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no longer have any rights as a holder of the Restricted Shares (other than the right to receive payment of such consideration). Such Restricted Shares shall be deemed to have been repurchased pursuant to this Section 7, whether or not the certificate(s) for such Restricted Shares have been delivered to the Company or the consideration for such Restricted Shares has been accepted.

(f)            Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of Repurchase. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to

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the number and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid upon the exercise of the Right of Repurchase, provided that the aggregate purchase price payable for the Restricted Shares shall remain the same. In the event of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, the Right of Repurchase may be exercised by the Company’s successor.

(g)           Transfer of Restricted Shares. The Optionee shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Optionee may transfer Restricted Shares to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Restricted Shares, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.

(h)           Assignment of Repurchase Right. The Board of Directors may freely assign the Company’s Right of Repurchase, in whole or in part. Any person who accepts an assignment of the Right of Repurchase from the Company shall assume all of the Company’s rights and obligations under this Section 7.

SECTION 8.        RIGHT OF FIRST REFUSAL.

(a)           Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company.

(b)           Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to which the Optionee is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee,

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shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c)           Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8.

(d)           Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e)           Permitted Transfers. This Section 8 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.

(f)            Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.

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(g)           Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 8.

SECTION 9.        LEGALITY OF INITIAL ISSUANCE.

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that:

(a)           It and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof;

(b)           Any applicable listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and

(c)           Any other applicable provision of federal, State or foreign law has been satisfied.

SECTION 10.      NO REGISTRATION RIGHTS.

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.

SECTION 11.      RESTRICTIONS ON TRANSFER OF SHARES.

(a)           Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any State, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any State or any other law.

(b)           Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a Transferee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the

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Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public offering under the Securities Act.

(c)           Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof.

(d)           Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

(e)           Legends. All certificates evidencing Shares purchased under this Agreement shall bear the following legend:

“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

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“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

(f)            Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

(g)           Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 11 shall be conclusive and binding on the Optionee and all other persons.

SECTION 12.      ADJUSTMENT OF SHARES.

In the event of any transaction described in Section 8(a) of the Plan, the terms of this option (including, without limitation, the number and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that the Company is a party to a merger or consolidation or in the event of a sale of all or substantially all of the Company’s stock or assets, this option shall be subject to the treatment provided by the Board of Directors in its sole discretion, as provided in Section 8(b) of the Plan.

SECTION 13.      MISCELLANEOUS PROVISIONS.

(a)           Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.

(b)           No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(c)           Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the Company in accordance with this Subsection (c).

(d)           Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in

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writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(e)           Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(f)            Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

SECTION 14.      ACKNOWLEDGEMENTS OF THE OPTIONEE.

(a)           Tax Consequences. The Optionee agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from this option or the Optionee’s other compensation. In particular, the Optionee acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market Value per Share on the Date of Grant. Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company. The Optionee acknowledges that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low.

(b)           Electronic Delivery of Documents. The Optionee agrees to accept by email all documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Optionee also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify the Optionee by email of their availability. The Optionee acknowledges that he or she may incur costs in connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of internet access may interfere with his or her ability to access the documents. This consent shall remain in effect until this option expires or until the Optionee gives the Company written notice that it should deliver .paper documents.

(c)           No Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have any obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will expire at the end of its full term or on an earlier date related to the termination of the Optionee’s

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Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all, before it expires. This Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing, by the Company or by an officer, employee, attorney or agent of the Company.

SECTION 15.      DEFINITIONS.

(a)           “Agreement” shall mean this Stock Option Agreement.

(b)           “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee.

(c)           “Code” shall mean the Internal Revenue Code of 1986, as amended.

(d)           “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of the Plan.

(e)           “Company” shall mean Confer Technologies, Inc., a Delaware corporation.

(f)            “Consultant” shall mean a person, excluding Employees and Outside Directors, who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.

(g)           “Date of Grant” shall mean the date of grant specified in the Notice of Stock Option Grant, which date shall be the later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service.

(h)           “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

(i)            “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

(j)            “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice of Stock Option Grant.

(k)           “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.

(l)            “Immediate Family” shall mean any 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 and shall include adoptive relationships.

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(m)          “ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code.

(n)           “Notice of Stock Option Grant” shall mean the document so entitled to which this Agreement is attached.

(o)           “NSO” shall mean a stock option not described in Section 422(b) or 423(b) of the Code.

(p)           “Optionee” shall mean the person named in the Notice of Stock Option Grant.

(q)           “Outside Director” shall mean a member of the Board of Directors who is not an Employee.

(r)            “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(s)            “Plan” shall mean the Confer Technologies, Inc. 2013 Stock Plan, as in effect on the Date of Grant.

(t)            “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.

(u)           “Repurchase Period” shall mean a period of 90 consecutive days commencing on the date when the Optionee’s Service terminates for any reason, including (without limitation) death or disability.

(v)           “Restricted Share” shall mean a Share that is subject to the Right of Repurchase.

(w)          “Right of First Refusal” shall mean the Company’s right of first refusal described in Section 8.

(x)           “Right of Repurchase” shall mean the Company’s right of repurchase described in Section 7.

(y)           “Securities Act” shall mean the Securities Act of 1933, as amended.

(z)           “Service” shall mean service as an Employee, Outside Director or Consultant.

(aa)         “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 of the Plan (if applicable).

(bb)         “Stock” shall mean the Common Stock of the Company.

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(cc)         “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(dd)         “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under this Agreement.

(ee)         “Transfer Notice” shall mean the notice of a proposed transfer of Shares described in Section 8.

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CONFER TECHNOLOGIES, INC. 2013 STOCK PLAN

NOTICE OF STOCK OPTION GRANT (INSTALLMENT EXERCISE)

The Optionee has been granted the following option to purchase shares of the Common Stock of Confer Technologies, Inc.:

Name of Optionee:
Total Number of Shares:
Type of Option:
Exercise Price per share:
Date of Grant:
Date Exercisable:	[This option may be exercised with respect to 1/24th of the Shares subject to this option when the Optionee completes each month of continuous Service beginning with the Vesting Commencement Date set forth below.]
Vesting Commencement Date:
Expiration Date:	This option expires earlier if the Optionee’s Service terminates earlier, as provided in Section 6 of the Stock Option Agreement, or if the Company engages in certain corporate transactions, as provided in Section 8(b) of the Plan.

By signing below, the Optionee and the Company agree that this option is granted under, and governed by the terms and conditions of, the 2013 Stock Plan and the Stock Option Agreement. Both of these documents are attached to, and made a part of, this Notice of Stock Option Grant. Section 13 of the Stock Option Agreement includes important acknowledgements of the Optionee.

OPTIONEE:	CONFER TECHNOLOGIES, INC.
	By:
	Title:

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

CONFER TECHNOLOGIES, INC. 2013 STOCK PLAN:
STOCK OPTION AGREEMENT (EARLY EXERCISE)

SECTION 1.GRANT OF OPTION.

(a)           Option. On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO or an NSO, as provided in the Notice of Stock Option Grant.

(b)           $100,000 Limitation. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code.

(c)           Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are defined in Section 15 of this Agreement.

SECTION 2.RIGHT TO EXERCISE.

(a)           Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option may be subject to the Right of Repurchase under Section 7.

(b)           Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s stockholders.

SECTION 3.NO TRANSFER OR ASSIGNMENT OF OPTION.

Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process.

SECTION 4.EXERCISE PROCEDURES.

(a)           Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to the Company pursuant to Section 13(c). The notice shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment. The person exercising this option shall sign the notice. In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option. The Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price. In the event of a partial exercise of this option, Shares shall be deemed to have been purchased in the order in which they vest in accordance with the Notice of Stock Option Grant.

(b)           Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued one or more certificates evidencing the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the names of such person and his or her spouse as community property or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. In the case of Restricted Shares, the Company shall cause such certificates to be deposited in escrow under Section 7(c). In the case of other Shares, the Company shall cause such certificates to be delivered to or upon the order of the person exercising this option.

(c)           Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the exercise of this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option.

SECTION 5.PAYMENT FOR STOCK.

(a)           Cash. All or part of the Purchase Price may be paid in cash or cash equivalents.

(b)           Surrender of Stock. At the discretion of the Board of Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value as of the date when this option is exercised.

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(c)           Exercise/Sale. All or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company. However, payment pursuant to this Subsection (c) shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law.

SECTION 6.TERM AND EXPIRATION.

(a)           Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies).

(b)           Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other than death, then this option shall expire on the earliest of the following occasions:

(i)            The expiration date determined pursuant to Subsection (a) above;

(ii)           The date three months after the termination of the Optionee’s Service for any reason other than Disability; or

(iii)          The date six months after the termination of the Optionee’s Service by reason of Disability.

The Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent that this option is exercisable for vested Shares on or before the date when the Optionee’s Service terminates. When the Optionee’s Service terminates, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option was exercisable for vested Shares on or before the date when the Optionee’s Service terminated.

(c)           Death of the Optionee. If the Optionee dies while in Service, then this option shall expire on the earlier of the following dates:

(i)            The expiration date determined pursuant to Subsection (a) above; or

(ii)           The date 12 months after the Optionee’s death.

All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has

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acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option is exercisable for vested Shares on or before the date of the Optionee’s death. When the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares.

(d)           Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant in accordance with the Company’s leave of absence policy or the terms of such leave. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona fide leave of absence, if (i) such leave was approved by the Company in writing and (ii) continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work.

(e)           Notice Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised:

(i)            More than three months after the date when the Optionee ceases to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code);

(ii)           More than 12 months after the date when the Optionee ceases to be an Employee by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code); or

(iii)          More than three months after the date when the Optionee has been on a leave of absence for 90 days, unless the Optionee’s reemployment rights following such leave were guaranteed by statute or by contract.

SECTION 7.RIGHT OF REPURCHASE.

(a)           Scope of Repurchase Right. Until they vest in accordance with the Notice of Stock Option Grant and Subsection (b) below, the Shares acquired under this Agreement shall be Restricted Shares and shall be subject to the Company’s Right of Repurchase. The Company, however, may decline to exercise its Right of Repurchase or may exercise its Right of Repurchase only with respect to a portion of the Restricted Shares. The Company may exercise its Right of Repurchase only during the Repurchase Period following the termination of the Optionee’s Service, but the Right of Repurchase may be exercised automatically under Subsection (d) below. If the Right of Repurchase is exercised, the Company shall pay the Optionee an amount equal to the lower of (i) the Exercise Price of each Restricted Share being repurchased or (ii) the Fair Market Value of such Restricted Share at the time the Right of Repurchase is exercised.

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(b)           Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Restricted Shares in accordance with the vesting schedule set forth in the Notice of Stock Option Grant.

(c)           Escrow. Upon issuance, the certificate(s) for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any additional or exchanged securities or other property described in Subsection (f) below shall immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on Restricted Shares (or on other securities held in escrow) shall be paid directly to the Optionee and shall not be held in escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the Right of Repurchase or the Right of First Refusal or (ii) released to the Optionee upon his or her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once every six months). In any event, all Shares that have ceased to be Restricted Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of (i) the termination of the Optionee’s Service or (ii) the lapse of the Right of First Refusal.

(d)           Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted Shares pursuant to Section 13(c) that it will not exercise its Right of Repurchase for some or all of the Restricted Shares. The Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased shall be delivered to the Company.

(e)           Termination of Rights as Stockholder. If the Right of Repurchase is exercised in accordance with this Section 7 and the Company makes available the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no longer have any rights as a holder of the Restricted Shares (other than the right to receive payment of such consideration). Such Restricted Shares shall be deemed to have been repurchased pursuant to this Section 7, whether or not the certificate(s) for such Restricted Shares have been delivered to the Company or the consideration for such Restricted Shares has been accepted.

(f)            Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of Repurchase. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to

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the number and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid upon the exercise of the Right of Repurchase, provided that the aggregate purchase price payable for the Restricted Shares shall remain the same. In the event of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, the Right of Repurchase may be exercised by the Company’s successor.

(g)           Transfer of Restricted Shares. The Optionee shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Optionee may transfer Restricted Shares to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Restricted Shares, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.

(h)           Assignment of Repurchase Right. The Board of Directors may freely assign the Company’s Right of Repurchase, in whole or in part. Any person who accepts an assignment of the Right of Repurchase from the Company shall assume all of the Company’s rights and obligations under this Section 7.

SECTION 8.RIGHT OF FIRST REFUSAL.

(a)           Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company.

(b)           Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to which the Optionee is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee,

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shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c)           Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8.

(d)           Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e)           Permitted Transfers. This Section 8 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.

(f)            Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.

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(g)           Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 8.

SECTION 9.LEGALITY OF INITIAL ISSUANCE.

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that:

(a)           It and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof;

(b)           Any applicable listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and

(c)           Any other applicable provision of federal, State or foreign law has been satisfied.

SECTION 10.NO REGISTRATION RIGHTS.

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.

SECTION 11.RESTRICTIONS ON TRANSFER OF SHARES.

(a)           Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any State, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any State or any other law.

(b)           Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a Transferee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the

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Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public offering under the Securities Act.

(c)           Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof.

(d)           Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

(e)           Legends. All certificates evidencing Shares purchased under this Agreement shall bear the following legend:

“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

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“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

(f)            Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

(g)           Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 11 shall be conclusive and binding on the Optionee and all other persons.

SECTION 12.ADJUSTMENT OF SHARES.

In the event of any transaction described in Section 8(a) of the Plan, the terms of this option (including, without limitation, the number and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that the Company is a party to a merger or consolidation or in the event of a sale of all or substantially all of the Company’s stock or assets, this option shall be subject to the treatment provided by the Board of Directors in its sole discretion, as provided in Section 8(b) of the Plan.

SECTION 13.MISCELLANEOUS PROVISIONS.

(a)           Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.

(b)           No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(c)           Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the Company in accordance with this Subsection (c).

(d)           Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in

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writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(e)           Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(f)            Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

SECTION 14.ACKNOWLEDGEMENTS OF THE OPTIONEE.

(a)           Tax Consequences. The Optionee agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from this option or the Optionee’s other compensation. In particular, the Optionee acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market Value per Share on the Date of Grant. Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company. The Optionee acknowledges that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low.

(b)           Electronic Delivery of Documents. The Optionee agrees to accept by email all documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Optionee also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify the Optionee by email of their availability. The Optionee acknowledges that he or she may incur costs in connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of internet access may interfere with his or her ability to access the documents. This consent shall remain in effect until this option expires or until the Optionee gives the Company written notice that it should deliver paper documents.

(c)           No Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have any obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will expire at the end of its full term or on an earlier date related to the termination of the Optionee’s

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Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all, before it expires. This Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing, by the Company or by an officer, employee, attorney or agent of the Company.

SECTION 15.DEFINITIONS.

(a)           “Agreement” shall mean this Stock Option Agreement.

(b)           “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee.

(c)           “Code” shall mean the Internal Revenue Code of 1986, as amended.

(d)           “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of the Plan.

(e)           “Company” shall mean Confer Technologies, Inc., a Delaware corporation.

(f)            “Consultant” shall mean a person, excluding Employees and Outside Directors, who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.

(g)           “Date of Grant” shall mean the date of grant specified in the Notice of Stock Option Grant, which date shall be the later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service.

(h)           “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

(i)            “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

(j)            “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice of Stock Option Grant.

(k)           “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.

(l)            “Immediate Family” shall mean any 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 and shall include adoptive relationships.

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(m)          “ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code.

(n)           “Notice of Stock Option Grant” shall mean the document so entitled to which this Agreement is attached.

(o)           “NSO” shall mean a stock option not described in Section 422(b) or 423(b) of the Code.

(p)           “Optionee” shall mean the person named in the Notice of Stock Option Grant.

(q)           “Outside Director” shall mean a member of the Board of Directors who is not an Employee.

(r)            “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(s)            “Plan” shall mean the Confer Technologies, Inc. 2013 Stock Plan, as in effect on the Date of Grant.

(t)            “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.

(u)           “Repurchase Period” shall mean a period of 90 consecutive days commencing on the date when the Optionee’s Service terminates for any reason, including (without limitation) death or disability.

(v)           “Restricted Share” shall mean a Share that is subject to the Right of Repurchase.

(w)          “Right of First Refusal” shall mean the Company’s right of first refusal described in Section 8.

(x)           “Right of Repurchase” shall mean the Company’s right of repurchase described in Section 7.

(y)           “Securities Act” shall mean the Securities Act of 1933, as amended.

(z)           “Service” shall mean service as an Employee, Outside Director or Consultant.

(aa)         “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 of the Plan (if applicable).

(bb)         “Stock” shall mean the Common Stock of the Company.

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(cc)         “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(dd)         “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under this Agreement.

(ee)         “Transfer Notice” shall mean the notice of a proposed transfer of Shares described in Section 8.

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EX-10.15

Exhibit 10.15

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of January 1, 2016 between Bit9, Inc., (the “Company”), and Patrick Morley (the “Executive”). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated February 11, 2013 (the “Restrictive Covenant Agreement”) between the Company and the Executive, the Company’s 2003 Amended and Restated Equity Incentive Plan (formerly, the Stock Incentive Plan), the Company’s 2012 Stock Option and Grant Plan and any applicable stock option and/or restricted stock agreements with the Company with respect to equity grants held by the Executive (collectively, the “Equity Documents,”) this Agreement supersedes, amends and restates in all respects all prior agreements and understandings between the Executive and the Company regarding the subject matter herein, including without limitation the Offer Letter dated September 12, 2007.

WHEREAS, the Company wishes to continue to employ the Executive as an employee of the Company, and the Executive wishes to continue to work as an employee of the Company, on the terms set forth below.

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

1.Position and Duties. The Executive shall continue to serve as the Chief Executive Officer (CEO) of the Company, and shall have such powers and duties as may from time to time be prescribed by the Board of Directors of the Company (the “Board”). The Executive shall devote the Executive’s full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board, or engage in religious, charitable or other community activities as long as such services and activities do not create a conflict of interest or otherwise interfere with the Executive’s performance of the Executive’s duties to the Company as provided in this Agreement.

2.Compensation and Related Matters.

(a)Base Salary. The Executive’s annual base salary shall be $375,000, subject to redetermination by the Board or the Compensation Committee. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.

(b)Bonus. The Executive shall be eligible for annual bonus compensation. The Executive’s target annual bonus shall be 100% of the Executive’s Base Salary, subject to redetermination by the Board or the Compensation Committee. The annual target bonus in effect at any given time is referred to herein as the “Target Bonus” and the actual amount paid in a given year shall be a “Bonus.” The Bonus may be higher or lower than the Target Bonus, as determined by the Board or the Compensation Committee. To earn a Bonus, the Executive must be employed by the Company on the day such Bonus is paid.

(c)Expenses. The Executive shall be entitled to receive reimbursement for reasonable expenses incurred by the Executive in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers.

(d)Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms and conditions of such plans.

3.Termination. The Executive’s employment may be terminated without any breach of this Agreement under the following circumstances:

(a)Death. The Executive’s employment with the Company shall terminate upon the Executive’s death.

(b)Disability. The Company may terminate the Executive’s employment if the Executive is disabled and unable to perform the essential functions of the Executive’s position with or without reasonable accommodation. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s position with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

(c)Termination by the Company for Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Executive constituting a material act of misconduct in connection with the performance of the Executive’s duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries and affiliates if the Executive were retained in the Executive’s position; (iii) continued non-performance by the Executive of the Executive’s duties hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the Board of Directors; (iv) a breach by the Executive of any of the provisions contained in the Employee Agreement or of any other restrictive covenant obligations the Executive has to the Company or its affiliates; (v) a material

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violation by the Executive of the Company’s written employment policies; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

(d)Termination by the Company Without Cause. The Company may terminate the Executive’s employment at any time without Cause.

(e)Termination by the Executive. The Executive may terminate the Executive’s employment at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the material breach of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(f)Notice of Termination. Except for termination as a result of the Executive’s death, any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

(g)Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated on account of disability or by the Company with or without Cause, the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Executive without Good Reason, 30 days after the date on which a Notice of Termination is given, and (iv) if the Executive’s employment is terminated by the Executive with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

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4.Compensation Upon Termination.

(a)Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination (collectively, the “Accrued Obligations”).

(b)Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause, or the Executive terminates the Executive’s employment for Good Reason, then in addition to the Accrued Obligations, and subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of the Executive’s existing restrictive covenants, in a form and manner satisfactory to the Company (the “Release Agreement”) and the Release Agreement becoming irrevocable within the time period set forth in the Release Agreement, and in no event longer than 60 days after the Date of Termination:

(i)the Company shall pay the Executive an amount equal to 12 months of Executive’s Base Salary (the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 12 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, if the Executive breaches any of the provisions of the Release Agreement, in addition to all other legal and equitable remedies, all payments of the Severance Amount shall immediately cease; and

(ii)if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility.

5.Sale Event Provisions. The provisions of this Section 5 shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a

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termination of employment, if the Date of Termination occurs upon the closing of a Sale Event or within 12 months thereafter (“Sale Event Period”). These provisions shall terminate and be of no further force or effect after a Sale Event Period.

(a)Involuntary Termination of Employment During the Sale Event Period. If, during a Sale Event Period, the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason, then, subject to the Executive signing and not revoking a Release Agreement all within 60 days after the Date of Termination:

(i)the Company shall pay the Executive an amount equal to (i) 12 months of Executive’s Base Salary; plus (ii) 100% of the Executive’s Target Bonus for the year in which the Date of Termination occurs, (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 12 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2);

(ii)notwithstanding anything to the contrary in the Equity Documents or any other applicable equity award agreement, all then outstanding time-based equity awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; provided that, for the avoidance of doubt, this provision shall supersede any provision in the Equity Documents relating to acceleration in connection with a Sale Event and all other terms of the Equity Documents shall continue to be in effect, including, without limitation, provisions with respect to exercise; and

(iii)if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility.

provided and notwithstanding the foregoing, if the Executive’s employment is terminated in connection with a Sale Event and the Executive immediately becomes reemployed by any direct or indirect successor to the business or assets of the Company, the termination of the Executive’s employment upon the Sale Event shall not be considered a

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Termination without Cause for purposes of this Agreement, provided further if the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason within the 12 month period following the Sale Event this Section 5 shall apply.

(b)Additional Limitation.

(i)Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, the following provisions shall apply:

(A)If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement.

(B)If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance Payments shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(ii)For the purposes of this Section 5(b), “Threshold Amount” shall mean three times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive with respect to such excise tax.

(iii)The determination as to which of the alternative provisions of Section 5(b)(i) shall apply to the Executive shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is

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reasonably requested by the Company or the Executive. For purposes of determining which of the alternative provisions of Section 5(b)(i) shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

(c)Definitions. For purposes of this Section 5, “Sale Event” shall mean any of the following:

(i)any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 40 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or

(ii)the date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

(iii)the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, a “Sale Event” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 40 percent or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the

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Company) and immediately thereafter beneficially owns 40 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a “Sale Event” shall be deemed to have occurred for purposes of the foregoing clause (i).

6.Section 409A.

(a)Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b)All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c)To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(d)The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A

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of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e)The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

7.Restrictive Covenants. The terms of the Restrictive Covenants Agreement between the Company and the Executive, attached hereto as Exhibit A, continue to be in full force and effect and are incorporated by reference in this Agreement. The Executive hereby reaffirms the terms of the Employee Agreement as a material term of this Agreement.

8.Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8.

9.Relief. If the Executive breaches, or proposes to breach, any portion of this Agreement, including any of the Restrictive Covenants, or, if applicable, the Release Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach, and, if applicable, the Company shall have the right to suspend or terminate the payments, benefits and or accelerated vesting pursuant to Section 4(b) or 5(a). Such suspension or termination shall not limit the Company’s other options with respect to relief for such breach and shall not relieve the Executive of duties under this Agreement, the Restrictive Covenants or the Release Agreement.

10.Governing Law; Consent to Jurisdiction; Forum Selection. The resolution of any disputes as to the meaning, effect, performance or validity of this Employment Agreement, the Restrictive Covenants Agreement or arising out of, related to, or in any way connected with your employment with the Company any other relationship between you and the Company (“Disputes”) will be governed by the law of the Commonwealth of Massachusetts, excluding laws relating to conflicts or choice of law. The Executive and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts in connection with any Dispute or any claim related to any Dispute and agree that any claims or legal action shall be commenced and maintained solely in a state or federal court located in the Commonwealth of Massachusetts.

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11.Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including without limitation the Prior Agreements, and expressly supersedes any provisions relating to accelerated vesting in connection with a Sale Event contained in the Equity Documents, provided the Restrictive Covenant Agreement, the Equity Documents (other than the provisions relating to accelerated vesting in connection with a Sale Event) shall remain in full force and effect. Notwithstanding anything herein to the contrary, this Agreement shall not affect the Executive’s right to receive payment in connection with the termination of the Company’s Third Amended and Restated Management Incentive Plan.

12.Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. The Executive hereby acknowledges that the Company does not have a duty to design its compensation policies in a manner that minimizes tax liabilities.

13.Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of the Restrictive Covenant Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.

15.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16.Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board.

17.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

18.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

19.Assignment and Transfer by the Company. The Company shall have the right to assign and/or transfer this Agreement to any entity or person, including without limitation the

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Company’s parents, subsidiaries and other affiliates. The Executive expressly consents to such assignment and/or transfer.

20.Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.

BIT9, INC.
By:	/s/ Mark Sullivan
	Mark Sullivan, EVP and CFO
EXECUTIVE
/s/ Patrick Morley
Patrick Morley

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January 6, 2016

Personal & Confidential

Patrick Morley

Dear Patrick,

I am pleased to be able to communicate the following information regarding your compensation in the role of Chief Executive Officer at Bit9, Inc.

In recognition of your continued efforts, effective January 1, 2016 your annual on target earnings will be increased from $595,000 to $750,000. Your OTE will consist of a base salary of $375,000 and a target annual bonus of 100%. The January 15, 2016 payroll will reflect the base salary and your bonus payment will follow the terms of the Executive bonus plan.

In addition to the above compensation, and subject to Board of Directors approval, you are eligible for and will receive stock options in accordance with the Company’s Incentive Stock Option Plan. You will be granted an option to purchase 1,000,000 shares of the Company’s stock at a price per share equal to the fair market value at the time of Board approval. The option grant shall be subject to all terms, vesting schedules and other provisions set forth in the Plan and in a separate option agreement.

On behalf of the entire organization, I would like to communicate our gratitude for your contributions to the company. I look forward to another year of continued growth and success for Bit9 under your leadership.

Sincerely,

/s/ Mark Sullivan

Mark Sullivan

Bit9, Inc. 266 Second Ave, Waltham, MA 02451, United States P +1 617.393.7400 F +1 617.393.7499

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (“Amendment”) is entered into effective January 1, 2018 , by and between Carbon Black, Inc., f/k/a Bit9, Inc. (the “Company”), and Patrick Morley (the “Executive”).

WHEREAS, the Company and the Executive entered into an Employment Agreement dated January 1, 2016 (the “Employment Agreement”); and

WHEREAS, the Company and the Executive wish to amend certain provisions of the Employment Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1.Section 4(b)(i) of the Employment Agreement is hereby amended to increase the number of months included in (i) the calculation of the Severance Amount and (ii) the length of the Severance Period, in each case, from 12 to 15 months.

2.The first clause of Section 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“(i) the Company shall pay the Executive an amount equal to (i) 18 months of Executive’s Base Salary; plus (ii) 150% of the Executive’s Target Bonus for the year in which the Date of Termination occurs (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 18 months (the “Severance Period”) commencing within 60 days after the Date of Termination”

3.Each of Sections 4(b)(ii) and 5(a)(iii) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay the monthly employer and employee contributions for COBRA health coverage (“COBRA Premiums”) through the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier; provided that the Executive notifies the Company promptly when the Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. The COBRA Premiums will be paid by the Company directly to the health care insurance company; provided that the Company’s payment of such COBRA Premiums may be treated as taxable payments subject to imputed income tax treatment.”

4.Except as so amended, the Employment Agreement is in all other respects hereby confirmed and defined terms used but not defined herein shall have the meanings set forth in the Employment Agreement.

5.This Amendment may be signed and delivered in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same document.  The execution and delivery of this Amendment may be evidenced by a facsimile or electronically.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

CARBON BLACK, INC.
By:	/s/ Mark Sullivan
Name: Mark Sullivan
Title: EVP, Chief Financial Officer
EXECUTIVE
/s/ Patrick Morley
Patrick Morley

EX-10.16

Exhibit 10.16

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of July 12, 2017 between Carbon Black, Inc., (the “Company”), and Thomas Neergaard Hansen (the “Executive”). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated June 13, 2017 (the “Restrictive Covenant Agreements”) between the Company and the Executive, the Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan, the Company’s 2012 Stock Option and Grant Plan and any applicable stock option and/or restricted stock agreements with the Company with respect to equity grants held by the Executive (collectively, the “Equity Documents,”) this Agreement supersedes, amends and restates in all respects all prior agreements and understandings between the Executive and the Company regarding the subject matter herein, including without limitation the Offer Letter dated June 13, 2017.

WHEREAS, the Company wishes to continue to employ the Executive as an employee of the Company, and the Executive wishes to continue to work as an employee of the Company, on the terms set forth below.

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

1.Position and Duties. The Executive shall continue to serve as Executive Vice President and Chief Revenue Officer for the Company, and shall have such powers and duties as may from time to time be prescribed by the Chief Executive Officer of the Company (the “CEO”) or other authorized executive. The Executive shall devote the Executive’s full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the CEO, or engage in religious, charitable or other community activities as long as such services and activities do not create a conflict of interest or otherwise interfere with the Executive’s performance of the Executive’s duties to the Company as provided in this Agreement.

2.Compensation and Related Matters.

(a)Base Salary. The Executive’s annual base salary shall be $400,000, subject to redetermination by the Company. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.

(b)Bonus. The Executive shall be eligible for annual bonus compensation. The Executive’s target annual bonus shall be 100% of the Executive’s Base Salary, subject to redetermination by the Company. The annual target bonus in effect at any given time is referred to herein as the “Target Bonus” and the actual amount paid in a given year shall be a “Bonus.” The Bonus may be higher or lower than the Target Bonus, as determined by the Company. To earn a Bonus, the Executive must be employed by the Company on the day such Bonus is paid.

(c)Expenses. The Executive shall be entitled to receive reimbursement for reasonable expenses incurred by the Executive in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers.

(d)Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms and conditions of such plans.

3.Termination. The Executive’s employment may be terminated without any breach of this Agreement under the following circumstances:

(a)Death. The Executive’s employment with the Company shall terminate upon the Executive’s death.

(b)Disability. The Company may terminate the Executive’s employment if the Executive is disabled and unable to perform the essential functions of the Executive’s position with or without reasonable accommodation. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s position with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

(c)Termination by the Company for Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Executive constituting a material act of misconduct in connection with the performance of the Executive’s duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries and affiliates if the Executive were retained in the Executive’s position; (iii) continued non-performance by the Executive of the Executive’s duties hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the CEO; (iv) a breach by the Executive of any of the provisions contained in the Employee Agreement or of any other restrictive covenant obligations the Executive has to the Company or its affiliates; (v) a material violation by the

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Executive of the Company’s written employment policies; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

(d)Termination by the Company Without Cause. The Company may terminate the Executive’s employment at any time without Cause.

(e)Termination by the Executive. The Executive may terminate the Executive’s employment at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the material breach of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(f)Notice of Termination. Except for termination as a result of the Executive’s death, any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

(g)Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated on account of disability or by the Company with or without Cause, the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Executive without Good Reason, 30 days after the date on which a Notice of Termination is given, and (iv) if the Executive’s employment is terminated by the Executive with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

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4.Compensation Upon Termination.

(a)Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination (collectively, the “Accrued Obligations”).

(b)Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause, or the Executive terminates the Executive’s employment for Good Reason, then in addition to the Accrued Obligations, and subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of the Executive’s existing restrictive covenants, in a form and manner satisfactory to the Company (the “Release Agreement”) and the Release Agreement becoming irrevocable within the time period set forth in the Release Agreement, and in no event longer than 60 days after the Date of Termination:

(i)the Company shall pay the Executive an amount equal to 9 months of Executive’s Base Salary (the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 9 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, if the Executive breaches any of the provisions of the Release Agreement, in addition to all other legal and equitable remedies, all payments of the Severance Amount shall immediately cease; and

(ii)if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility.

5.Sale Event Provisions. The provisions of this Section 5 shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a

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termination of employment, if the Date of Termination occurs upon the closing of a Sale Event or within 12 months thereafter (“Sale Event Period”). These provisions shall terminate and be of no further force or effect after a Sale Event Period.

(a)Involuntary Termination of Employment During the Sale Event Period. If, during a Sale Event Period, the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason, then, subject to the Executive signing and not revoking a Release Agreement all within 60 days after the Date of Termination:

(i)the Company shall pay the Executive an amount equal to (i) 9 months of Executive’s Base Salary; plus (ii) 50% of the Executive’s Target Bonus for the year in which the Date of Termination occurs, (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 9 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2);

(ii)notwithstanding anything to the contrary in the Equity Documents or any other applicable equity award agreement, all then outstanding time-based equity awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; provided that, for the avoidance of doubt, this provision shall supersede any provision in the Equity Documents relating to acceleration in connection with a Sale Event and all other terms of the Equity Documents shall continue to be in effect, including, without limitation, provisions with respect to exercise; and

(iii)if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility.

provided and notwithstanding the foregoing, if the Executive’s employment is terminated in connection with a Sale Event and the Executive immediately becomes reemployed by any direct or indirect successor to the business or assets of the Company, the termination of the Executive’s employment upon the Sale Event shall not be considered a

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Termination without Cause for purposes of this Agreement, provided further if the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason within the 12 month period following the Sale Event this Section 5 shall apply.

(b)Additional Limitation.

(i)Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, the following provisions shall apply:

(A)If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement.

(B)If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance Payments shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(ii)For the purposes of this Section 5(b), “Threshold Amount” shall mean three times the Executive’s “base amount”-within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive with respect to such excise tax.

(iii)The determination as to which of the alternative provisions of Section 5(b)(i) shall apply to the Executive shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is

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reasonably requested by the Company or the Executive. For purposes of determining which of the alternative provisions of Section 5(b)(i) shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

(c)Definitions. For purposes of this Section 5, “Sale Event” shall mean any of the following:

(i)any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 40 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or

(ii)the date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

(iii)the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, a “Sale Event” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 40 percent or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the

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Company) and immediately thereafter beneficially owns 40 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a “Sale Event” shall be deemed to have occurred for purposes of the foregoing clause (i).

6.Section 409A.

(a)Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b)All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c)To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-l(h).

(d)The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A

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of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e)The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

7.Restrictive Covenants. The terms of the Restrictive Covenants Agreement between the Company and the Executive, attached hereto as Exhibit A, continue to be in full force and effect and are incorporated by reference in this Agreement. The Executive hereby reaffirms the terms of the Employee Agreement as a material term of this Agreement.

8.Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8.

9.Relief. If the Executive breaches, or proposes to breach, any portion of this Agreement, including any of the Restrictive Covenants, or, if applicable, the Release Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach, and, if applicable, the Company shall have the right to suspend or terminate the payments, benefits and or accelerated vesting pursuant to Section 4(b) or 5(a). Such suspension or termination shall not limit the Company’s other options with respect to relief for such breach and shall not relieve the Executive of duties under this Agreement, the Restrictive Covenants or the Release Agreement.

10.Governing Law; Consent to Jurisdiction; Forum Selection. The resolution of any disputes as to the meaning, effect, performance or validity of this Employment Agreement, the Restrictive Covenants Agreement or arising out of, related to, or in any way connected with your employment with the Company any other relationship between you and the Company (“Disputes”) will be governed by the law of the Commonwealth of Massachusetts, excluding laws relating to conflicts or choice of law. The Executive and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts in connection with any Dispute or any claim related to any Dispute and agree that any claims or legal action shall be commenced and maintained solely in a state or federal court located in the Commonwealth of Massachusetts.

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11.Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including without limitation the Prior Agreements, and expressly supersedes any provisions relating to accelerated vesting in connection with a Sale Event contained in the Equity Documents, provided the Restrictive Covenant Agreement, the Equity Documents (other than the provisions relating to accelerated vesting in connection with a Sale Event) and any other restrictive covenant obligation the Executive has to the Company or its affiliates shall remain in full force and effect.

12.Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. The Executive hereby acknowledges that the Company does not have a duty to design its compensation policies in a manner that minimizes tax liabilities.

13.Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of the Restrictive Covenant Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.

15.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16.Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board.

17.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

18.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

19.Assignment and Transfer by the Company. The Company shall have the right to assign and/or transfer this Agreement to any entity or person, including without limitation the

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Company’s parents, subsidiaries and other affiliates. The Executive expressly consents to such assignment and/or transfer.

20.Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.

CARBON BLACK, INC.
By:	/s/ Patrick Morley
	Patrick Morley, Chief Executive Officer
Executive
/s/ Thomas Neergaard Hansen 6/14/2017
Thomas Neergaard Hansen

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Exhibit A: Restrictive Covenant Agreement

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Carbon Black.

Non-Competition, Non-Solicitation and Confidentiality and Assignment Agreement

In consideration and as a condition of my employment or continued employment with Carbon Black, Inc. (together with its parents, subsidiaries and affiliates, the “Company”), I agree as follows:

1.Proprietary Information. I agree that all information, whether or not in writing, concerning the Company’s business, technology, business relationships or financial affairs which the Company has not released to the general public (collectively, “Proprietary Information”) is and will be the exclusive property of the Company. Proprietary Information also includes information received in confidence by the Company from its customers or suppliers or other third parties.

2.Recognition of Company’s Rights. I will not, at any time, without the Company’s prior written permission, either during or after my employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance of my duties as an employee of the Company. I will cooperate with the Company and use my best efforts to prevent the unauthorized disclosure of all Proprietary Information. I will deliver to the Company all copies of Proprietary Information in my possession or control upon the earlier of a request by the Company or termination of my employment.

3.Rights of Others. I understand that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require the Company to protect or refrain from use of proprietary information. I agree to be bound by the terms of such agreements in the event I have access to such proprietary information.

4.Commitment to Company; Avoidance of Conflict of Interest. While an employee of the Company, I will devote my full-time efforts to the Company’s business and I will not engage in any other business activity that conflicts with my duties to the Company. I will advise the president of the Company or his or her nominee at such time as any activity of either the Company or another business presents me with a conflict of interest or the appearance of a conflict of interest as an employee of the Company. I will take whatever action is requested of me by the Company to resolve any conflict or appearance of conflict which it finds to exist.

5.Developments. I will make full and prompt disclosure to the Company of all inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or visual works, and other works of authorship (collectively “Developments”), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction during the period of my employment. I acknowledge that all work performed by me is on a “work for hire” basis, and I hereby do assign and transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns all my right, title and interest in all Developments that (a) relate to the business of the Company or any customer of or supplier to the Company or any of the products or services being researched, developed, manufactured or sold by the Company or which may be used with such products or services; or (b) result from tasks assigned to me by the Company; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (“Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”).

To preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of Developments that I have, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of my employment with the Company that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (“Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine or other work done for the Company, I hereby grant to the Company

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a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. Notwithstanding the foregoing, I will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the Company’s prior written consent.

This Agreement does not obligate me to assign to the Company any Development which, in the sole judgment of the Company, reasonably exercised, is developed entirely on my own time and does not relate to the business efforts or research and development efforts in which, during the period of my employment, the Company actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company. However, I will also promptly disclose to the Company any such Developments for the purpose of determining whether they qualify for such exclusion. I understand that to the extent this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 5 will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. I also hereby waive all claims to any moral rights or other special rights which I may have or accrue in any Company-Related Developments.

6.Documents and Other Materials. I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times.

All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

7.Enforcement of Intellectual Property Rights. I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

8.Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment with the Company and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets any products, or performs any services, that are competitive with the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment, provided that this shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company. In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon, solicit, divert, take away, accept or conduct any business from or with any of the customers or prospective customers of the Company

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or any of its suppliers, and/or (b) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this paragraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s).

9.Prior Agreements. I hereby represent that, except as I have fully disclosed previously in writing to the Company, I am not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of my employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. I further represent that my performance of all the terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior to my employment with the Company. I will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

10.Remedies Upon Breach. I understand that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and I consider them to be reasonable for such purpose. Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, will be entitled to specific performance and other injunctive relief, without the posting of a bond. If I violate this Agreement, in addition to all other remedies available to the Company at law, in equity, and under contract, I agree that I am obligated to pay all the Company’s costs of enforcement of this Agreement, including attorneys’ fees and expenses.

11.No Employment Obligation. I understand that this Agreement does not create an obligation on the Company or any other person to continue my employment. I acknowledge that, unless otherwise agreed in a formal written employment agreement signed on behalf of the Company by an authorized officer, my employment with the Company is at will and therefore may be terminated by the Company or me at any time and for any reason, with or without cause.

12.Survival and Assignment by the Company. I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment. I further understand that my obligations under this Agreement will continue following the termination of my employment regardless of the manner of such termination and will be binding upon my heirs, executors and administrators. The Company will have the right to assign this Agreement to its affiliates, successors and assigns. I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ I may be transferred without the necessity that this Agreement be resigned at the time of such transfer.

13.Severability. In case any provisions (or portions thereof) contained in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

14.Interpretation. This Agreement will be deemed to be made and entered into in the State of Massachusetts, and will in all respects be interpreted, enforced and governed under the laws of the State of Massachusetts. I hereby agree to consent to personal jurisdiction of the state and federal courts in the State of Massachusetts for purposes of enforcing this Agreement, and waive any objection that I might have to personal jurisdiction or venue in those courts.

15.Defend Trade Secrets Act Notice; Whistleblowing. I understand that pursuant to the Defend Trade Secrets Act of 2016, I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to

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an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. For the avoidance of doubt, nothing in this Agreement shall be interpreted or applied to prohibit me from making any good faith report to any governmental agency or other governmental entity concerning any act or omission that I reasonably believe constitutes a possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation.

16.Other Agreements. This Agreement shall supplement, and shall not limit or be limited by any other restrictive covenant agreement to which the Company (or any its subsidiaries or affiliates, including Confer, Inc.) and I are parties, including, without limitation, any noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions agreement I previously entered into with the Company or with Confer, Inc., which previous restrictive covenant obligations shall remain in full force and effect and are supplemental to this Agreement.

[End of Text]

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I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.

IN WITNESS WHEREOF, the undersigned has executed this agreement as a sealed instrument as of the date set forth below.

Signed:		/s/ Thomas Neergaard Hansen
		Thomas Neergaard Hansen
Type or print name:			Thomas Neergaard Hansen
Date:	6/14/2017

EXHIBIT A

To:	Carbon Black, Inc.
From:	Thomas Neergaard Hansen
Date:	6/14/2017
SUBJECT:		Prior Inventions

The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by the Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:

x	No inventions or improvements
o	See below:
o	Additional sheets attached
The following is a list of all patents and patent applications in which I have been named as an inventor:
x	None
o	See below:

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (“Amendment”) is entered into effective January 1, 2018 , by and between Carbon Black, Inc., f/k/a Bit9, Inc. (the “Company”), and Thomas Hansen (the “Executive”).

WHEREAS, the Company and the Executive entered into an Employment Agreement dated July 12, 2017 (the “Employment Agreement”); and

WHEREAS, the Company and the Executive wish to amend certain provisions of the Employment Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1.Section 4(b)(i) of the Employment Agreement is hereby amended to increase the number of months included in (i) the calculation of the Severance Amount and (ii) the length of the Severance Period, in each case, from nine to 12 months.

2.The first clause of Section 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“(i) the Company shall pay the Executive an amount equal to (i) 12 months of Executive’s Base Salary; plus (ii) 100% of the Executive’s Target Bonus for the year in which the Date of Termination occurs (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 12 months (the “Severance Period”) commencing within 60 days after the Date of Termination”

3.Each of Sections 4(b)(ii) and 5(a)(iii) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay the monthly employer and employee contributions for COBRA health coverage (“COBRA Premiums”) through the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier; provided that the Executive notifies the Company promptly when the Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. The COBRA Premiums will be paid by the Company directly to the health care insurance company; provided that the Company’s payment of such COBRA Premiums may be treated as taxable payments subject to imputed income tax treatment.”

4.Except as so amended, the Employment Agreement is in all other respects hereby confirmed and defined terms used but not defined herein shall have the meanings set forth in the Employment Agreement.

5.This Amendment may be signed and delivered in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same document.  The execution and delivery of this Amendment may be evidenced by a facsimile or electronically.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

CARBON BLACK, INC.
By:	/s/ Patrick Morley
Name: Patrick Morley
Title: President and CEO
EXECUTIVE
/s/ Thomas Hansen
Thomas Hansen

EX-10.17

Exhibit 10.17

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made on January 1, 2017 between Carbon Black, Inc., (the “Company”), and Ryan Polk (the “Executive”). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated December 2, 2016 (the “Restrictive Covenant Agreement”) between the Company and the Executive, the Company’s 2012 Stock Option and Grant Plan and any applicable stock option and/or restricted stock agreements with the Company with respect to equity grants held by the Executive (collectively, the “Equity Documents,”) this Agreement supersedes, amends and restates in all respects all prior agreements and understandings between the Executive and the Company regarding the subject matter herein, including without limitation the Offer Letter dated November 29, 2016. WHEREAS, the Company wishes to continue to employ the Executive as an employee of the Company, and the Executive wishes to continue to work as an employee of the Company, on the terms set forth below. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Position and Duties. The Executive shall continue to serve as the Senior Vice President and Chief Product Officer of the Company, and shall have such powers and duties as may from time to time be prescribed by the Chief Executive Officer of the Company (the “CEO”) or other authorized executive. The Executive shall devote the Executive’s full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the CEO, or engage in religious, charitable or other community activities as long as such services and activities do not create a conflict of interest or otherwise interfere with the Executive’s performance of the Executive’s duties to the Company as provided in this Agreement. 2. Compensation and Related Matters. (a) Base Salary. The Executive’s annual base salary shall be $300,000, subject to redetermination by the Board or the Compensation Committee. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives. (b) Bonus. The Executive shall be eligible for annual bonus compensation. The Executive’s target annual bonus shall be 40% of the Executive’s Base Salary, subject to redetermination by the Board or the Compensation Committee. The annual target bonus in effect at any given time is referred to herein as the “Target Bonus” and the actual amount paid in a given year shall be a “Bonus.” The Bonus may be higher or lower than the Target Bonus, as determined by the Board or the Compensation Committee. To earn a Bonus, the Executive must be employed by the Company on the day such Bonus is paid. ACTIVE/84481365.5

(c) Expenses. The Executive shall be entitled to receive reimbursement for reasonable expenses incurred by the Executive in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers. (d) Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms and conditions of such plans. 3. Termination. The Executive’s employment may be terminated without any breach of this Agreement under the following circumstances: (a) Death. The Executive’s employment with the Company shall terminate upon the Executive’s death. (b) Disability. The Company may terminate the Executive’s employment if the Executive is disabled and unable to perform the essential functions of the Executive’s position with or without reasonable accommodation. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s position with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq. (c) Termination by the Company for Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Executive constituting a material act of misconduct in connection with the performance of the Executive’s duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries and affiliates if the Executive were retained in the Executive’s position; (iii) continued non-performance by the Executive of the Executive’s duties hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the CEO; (iv) a breach by the Executive of any of the provisions contained in the Employee Agreement or of any other restrictive covenant obligations the Executive has to the Company or its affiliates; (v) a material violation by the 2 ACTIVE/84481365.5

Executive of the Company’s written employment policies; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. (d) Termination by the Company Without Cause. The Company may terminate the Executive’s employment at any time without Cause. (e) Termination by the Executive. The Executive may terminate the Executive’s employment at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the material breach of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. (f) Notice of Termination. Except for termination as a result of the Executive’s death, any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon. (g) Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated on account of disability or by the Company with or without Cause, the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Executive without Good Reason, 30 days after the date on which a Notice of Termination is given, and (iv) if the Executive’s employment is terminated by the Executive with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement. 3 ACTIVE/84481365.5

4. Compensation Upon Termination. (a) Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination (collectively, the “Accrued Obligations”). (b) Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause, or the Executive terminates the Executive’s employment for Good Reason, then in addition to the Accrued Obligations, and subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of the Executive’s existing restrictive covenants, in a form and manner satisfactory to the Company (the “Release Agreement”) and the Release Agreement becoming irrevocable within the time period set forth in the Release Agreement, and in no event longer than 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to 6 months of Executive’s Base Salary (the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 6 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).. Notwithstanding the foregoing, if the Executive breaches any of the provisions of the Release Agreement, in addition to all other legal and equitable remedies, all payments of the Severance Amount shall immediately cease; and (ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. 5. Sale Event Provisions. The provisions of this Section 5 shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a 4 ACTIVE/84481365.5

termination of employment, if the Date of Termination occurs upon the closing of a Sale Event or within 12 months thereafter (“Sale Event Period”). These provisions shall terminate and be of no further force or effect after a Sale Event Period. (a) Involuntary Termination of Employment During the Sale Event Period. If, during a Sale Event Period, the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason, then, subject to the Executive signing and not revoking a Release Agreement all within 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to (i) 6 months of Executive’s Base Salary; plus (ii) 50% of the Executive’s Target Bonus for the year in which the Date of Termination occurs, (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 6 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); (ii) notwithstanding anything to the contrary in the Equity Documents or any other applicable equity award agreement, all then outstanding time-based equity awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; provided that, for the avoidance of doubt, this provision shall supersede any provision in the Equity Documents relating to acceleration in connection with a Sale Event and all other terms of the Equity Documents shall continue to be in effect, including, without limitation, provisions with respect to exercise; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. provided and notwithstanding the foregoing, if the Executive’s employment is terminated in connection with a Sale Event and the Executive immediately becomes reemployed by any direct or indirect successor to the business or assets of the Company, the termination of the Executive’s employment upon the Sale Event shall not be considered a 5 ACTIVE/84481365.5

Termination without Cause for purposes of this Agreement, provided further if the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason within the 12 month period following the Sale Event this Section 5 shall apply. (b) Additional Limitation. (i) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, the following provisions shall apply: (A) If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement. (B) If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance Payments shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order. (ii) For the purposes of this Section 5(b), “Threshold Amount” shall mean three times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive with respect to such excise tax. (iii) The determination as to which of the alternative provisions of Section 5(b)(i) shall apply to the Executive shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is 6 ACTIVE/84481365.5

reasonably requested by the Company or the Executive. For purposes of determining which of the alternative provisions of Section 5(b)(i) shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. (c) of the following: Definitions. For purposes of this Section 5, “Sale Event” shall mean any (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 40 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or (ii) the date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or (iii) the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company. Notwithstanding the foregoing, a “Sale Event” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 40 percent or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the 7 ACTIVE/84481365.5

Company) and immediately thereafter beneficially owns 40 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a “Sale Event” shall be deemed to have occurred for purposes of the foregoing clause (i). 6. Section 409A. (a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. (b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (d) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A 8 ACTIVE/84481365.5

of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. 7. Restrictive Covenants. The terms of the Restrictive Covenants Agreement between the Company and the Executive, attached hereto as Exhibit A, continue to be in full force and effect and are incorporated by reference in this Agreement. The Executive hereby reaffirms the terms of the Employee Agreement as a material term of this Agreement. 8. Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8. 9. Relief. If the Executive breaches, or proposes to breach, any portion of this Agreement, including any of the Restrictive Covenants, or, if applicable, the Release Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach, and, if applicable, the Company shall have the right to suspend or terminate the payments, benefits and or accelerated vesting pursuant to Section 4(b) or 5(a). Such suspension or termination shall not limit the Company’s other options with respect to relief for such breach and shall not relieve the Executive of duties under this Agreement, the Restrictive Covenants or the Release Agreement. 10. Governing Law; Consent to Jurisdiction; Forum Selection. The resolution of any disputes as to the meaning, effect, performance or validity of this Employment Agreement, the Restrictive Covenants Agreement or arising out of, related to, or in any way connected with your employment with the Company any other relationship between you and the Company (“Disputes”) will be governed by the law of the Commonwealth of Massachusetts, excluding laws relating to conflicts or choice of law. The Executive and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts in connection with any Dispute or any claim related to any Dispute and agree that any claims or legal action shall be commenced and maintained solely in a state or federal court located in the Commonwealth of Massachusetts. 9 ACTIVE/84481365.5

11. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including without limitation the Prior Agreements, and expressly supersedes any provisions relating to accelerated vesting in connection with a Sale Event contained in the Equity Documents, provided the Restrictive Covenant Agreement, the Equity Documents (other than the provisions relating to accelerated vesting in connection with a Sale Event) shall remain in full force and effect. 12. Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. The Executive hereby acknowledges that the Company does not have a duty to design its compensation policies in a manner that minimizes tax liabilities. 13. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of the Restrictive Covenant Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 14. Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein. 15. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. 16. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board. 17. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company. 18. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document. 19. Assignment and Transfer by the Company. The Company shall have the right to assign and/or transfer this Agreement to any entity or person, including without limitation the Company’s parents, subsidiaries and other affiliates. The Executive expressly consents to such assignment and/or transfer. 10 ACTIVE/84481365.5

20. Successor to Compan y. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidati on or otherwise) to a ll or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be req uired to perform it if no succession had taken place. Failure of the Company to obta in an assumption of this Agreement at or prior to the effectiveness of any succession shall be a materia l breach of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement effecti ve on the date and year first above written. Carbon Black, INC. By: /s/ Patrick Morley Patrick Morley, Chief Executive Officer - .,.--- EXECUTIVE - /s/ RRyaynanPPoolklk Ryan Polk II ACTIVE/8448 I 365.5

Exhibit A: Restrictive Covenant Agreement ACTIVE/84481365.5

Non-Competition, Non-Solicitation and Confidentiality and Assignment Agreement In consideration and as a condition of my employment or continued employment with Carbon Black, Inc. (together with its parents, subsidiaries and affiliates, the “Company”), I agree as follows: 1.!Proprietary Information. I agree that all 5.!Developments. I will make full and prompt disclosure to the Company of all inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or visual works, and other works of authorship information, whether or not in writing, concerning the Company’s business, technology, business relationships or financial affairs which the Company has not released to the general public (collectively, “Proprietary Information”) is and will be the exclusive property of the Company. Proprietary Information also includes information received in confidence by the Company from its customers or suppliers or other third parties. (collectively “Developments”), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction during the period of my employment. I acknowledge that all work performed by me is on a “work for hire” basis, and I hereby do assign and transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns all my right, title and interest in all Developments that (a) relate to the business of the Company or any customer of or supplier to the Company or any of the products or services being researched, developed, manufactured or sold by the Company or which may be used with such products or services; or (b) result from tasks assigned to me by the Company; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (“Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any 2.!Recognition of Company’s Rights. I will not, at any time, without the Company’s prior written permission, either during or after my employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance of my duties as an employee of the Company. I will cooperate with the Company and use my best efforts to prevent the unauthorized disclosure of all Proprietary Information. I will deliver to the Company all copies of Proprietary Information in my possession or control upon the earlier of a request by the Company or termination of my employment. 3.!Rights of Others. I understand that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require the Company to protect or refrain from use of proprietary information. I agree to be bound by the terms of such agreements in the event I have access to such proprietary information. international Rights”). conventions (“Intellectual Property To preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of 4.!Commitment to Company; Avoidance of Conflict of Interest. While an employee of the Company, I will Developments that I have, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of my employment with the Company that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (“Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only devote my full-time efforts to the Company’s business and I will not engage in any other business activity that conflicts with my duties to the Company. I will advise the president of the Company or his or her nominee at such time as any activity of either the Company or another business presents me with a conflict of interest or the appearance of a conflict of interest as an employee of the Company. I will take whatever action is requested of me by the Company to resolve any conflict or appearance of conflict which it finds to exist. to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been

!!!!!!!!!!!!!!!!!!!!!!!!!!!!!! made for that reason. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine or other work done for the Company, I hereby grant to the Company a employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, models, prototypes, or other written, photographic or nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies. import such Prior Invention. Notwithstanding the foregoing, I will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the Company’s prior written consent. 7.!Enforcement of Intellectual Property Rights. I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the This Agreement does not obligate me to assign to the Company any Development which, in the sole judgment of the Company, reasonably exercised, is developed entirely on my own time and does not relate to the business efforts or research and development efforts in which, during the period of my employment, the Company actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company. However, I will also promptly disclose to the Company any such Developments for the purpose of determining whether they qualify for such exclusion. I understand that to the extent this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 5 will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. I also hereby waive all claims to any moral rights or other special rights which I may have or accrue in any Company-Related Developments. procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. 8.!Non-Competition and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment with the Company and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets any products, or performs any services, that are competitive with the products or services of the Company, or products or services that the Company or its affiliates, has under development or that are the subject of active planning at any time during my employment, provided that this shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company. In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon, solicit, divert, take away, accept or conduct any business from or with any of the customers or prospective customers of the Company or any of its suppliers, and/or 6.!Documents and Other Materials. I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my 2

!!!!!!!!!!!!!!!!!!!!!!!!!!!!!! (b) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of this paragraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). 12.! Survival and Assignment by the Company. I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment. I further understand that my obligations under this Agreement will continue following the termination of my employment regardless of the manner of such termination and will be binding upon my heirs, executors and administrators. The Company will have the right to assign this Agreement to its affiliates, successors and assigns. I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ I may be transferred without the necessity that this Agreement be resigned at the time of such transfer. 9.!Prior Agreements. I hereby represent that, except as I have fully disclosed previously in writing to the Company, I am not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of my employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. I further represent that my performance of all the terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior to my employment with the Company. I will not disclose to the Company or induce the Company to use any confidential or proprietary 13.! Severability. In case any provisions (or portions thereof) contained in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. information or material belonging employer or others. to any previous 10.! Remedies Upon Breach. I understand that Agreement are the restrictions contained in this necessary for the protection of the business and goodwill of the Company and I consider them to be reasonable for such purpose. Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, will be entitled to specific performance and other injunctive relief, without the posting of a bond. If I violate this Agreement, in addition to all other remedies available to the Company at law, in equity, and under contract, I agree that I am obligated to pay all the Company’s costs of enforcement of this Agreement, including attorneys’ fees and expenses. 14.! Interpretation. This Agreement will be deemed to be made and entered into in the State of Massachusetts, and will in all respects be interpreted, enforced and governed under the laws of the State of Massachusetts. I hereby agree to consent to personal jurisdiction of the state and federal courts in the State of Massachusetts for purposes of enforcing this Agreement, and waive any objection that I might have to personal jurisdiction or venue in those courts. 15.! Other Agreements. This Agreement shall supplement, and shall not limit or be limited by any other restrictive covenant agreement to which the Company (or any its subsidiaries or affiliates) and I are parties, including, without limitation, any noncompetition, nonsolicitation and/or assignment of inventions agreement I previously entered into with the Company. 11.! No Employment Obligation. I understand that this Agreement does not create an obligation on the Company or any other person to continue my employment. I acknowledge that, unless otherwise agreed in a formal written employment agreement signe1d.( on behalf of the Company by an authorized officer, my employment with the Company is at will and therefore may be terminated by the Company or me at any time and for any reason, with or without cause. [End of Text] 3

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (“Amendment”) is entered into effective January 1, 2018 , by and between Carbon Black, Inc., f/k/a Bit9, Inc. (the “Company”), and Ryan Polk (the “Executive”).

WHEREAS, the Company and the Executive entered into an Employment Agreement dated January 1, 2017 (the “Employment Agreement”); and

WHEREAS, the Company and the Executive wish to amend certain provisions of the Employment Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1.Section 4(b)(i) of the Employment Agreement is hereby amended to increase the number of months included in (i) the calculation of the Severance Amount and (ii) the length of the Severance Period, in each case, from six to nine months.

2.The first clause of Section 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“(i) the Company shall pay the Executive an amount equal to (i) nine months of Executive’s Base Salary; plus (ii) 75% of the Executive’s Target Bonus for the year in which the Date of Termination occurs (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over nine months (the “Severance Period”) commencing within 60 days after the Date of Termination”

3.Each of Sections 4(b)(ii) and 5(a)(iii) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay the monthly employer and employee contributions for COBRA health coverage (“COBRA Premiums”) through the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier; provided that the Executive notifies the Company promptly when the Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. The COBRA Premiums will be paid by the Company directly to the health care insurance company; provided that the Company’s payment of such COBRA Premiums may be treated as taxable payments subject to imputed income tax treatment.”

4.Except as so amended, the Employment Agreement is in all other respects hereby confirmed and defined terms used but not defined herein shall have the meanings set forth in the Employment Agreement.

5.This Amendment may be signed and delivered in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same document.  The execution and delivery of this Amendment may be evidenced by a facsimile or electronically.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

CARBON BLACK, INC.
By:	/s/ Patrick Morley
Name: Patrick Morley
Title: President & CEO
EXECUTIVE
/s/ Ryan Polk
Ryan Polk

EX-10.18

Exhibit 10.18

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as January 1, 2016 between Bit9, Inc., (the “Company”), and Mark Sullivan (the “Executive”). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated September 1, 2015 (the “Restrictive Covenant Agreement”) between the Company and the Executive, the Company’s 2012 Stock Option and Grant Plan and any applicable stock option and/or restricted stock agreements with the Company with respect to equity grants held by the Executive (collectively, the “Equity Documents,”) this Agreement supersedes, amends and restates in all respects all prior agreements and understandings between the Executive and the Company regarding the subject matter herein, including without limitation the Offer Letter August 20, 2015.

WHEREAS, the Company wishes to continue to employ the Executive as an employee of the Company, and the Executive wishes to continue to work as an employee of the Company, on the terms set forth below.

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

1.Position and Duties. The Executive shall continue to serve as the Executive Vice President and Chief Financial Officer of the Company, and shall have such powers and duties as may from time to time be prescribed by the Chief Executive Officer of the Company (the “CEO”) or other authorized executive. The Executive shall devote the Executive’s full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the CEO, or engage in religious, charitable or other community activities as long as such services and activities do not create a conflict of interest or otherwise interfere with the Executive’s performance of the Executive’s duties to the Company as provided in this Agreement.

2.Compensation and Related Matters.

(a)Base Salary. The Executive’s annual base salary shall be $345,000, subject to redetermination by the Board or the Compensation Committee. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.

(b)Bonus. The Executive shall be eligible for annual bonus compensation. The Executive’s target annual bonus shall be 50% of the Executive’s Base Salary, subject to redetermination by the Board or the Compensation Committee. The annual target bonus in effect at any given time is referred to herein as the “Target Bonus” and the actual amount paid in a given year shall be a “Bonus.” The Bonus may be higher or lower than the Target Bonus, as determined by the Board or the Compensation Committee. To earn a Bonus, the Executive must be employed by the Company on the day such Bonus is paid.

(c)Expenses. The Executive shall be entitled to receive reimbursement for reasonable expenses incurred by the Executive in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers.

(d)Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms and conditions of such plans.

3.Termination. The Executive’s employment may be terminated without any breach of this Agreement under the following circumstances:

(a)Death. The Executive’s employment with the Company shall terminate upon the Executive’s death.

(b)Disability. The Company may terminate the Executive’s employment if the Executive is disabled and unable to perform the essential functions of the Executive’s position with or without reasonable accommodation. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s position with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

(c)Termination by the Company for Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Executive constituting a material act of misconduct in connection with the performance of the Executive’s duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries and affiliates if the Executive were retained in the Executive’s position; (iii) continued non-performance by the Executive of the Executive’s duties hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the CEO; (iv) a breach by the Executive of any of the provisions contained in the Employee Agreement or of any other restrictive covenant obligations the Executive has to the Company or its affiliates; (v) a material violation by the

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Executive of the Company’s written employment policies; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

(d)Termination by the Company Without Cause. The Company may terminate the Executive’s employment at any time without Cause.

(e)Termination by the Executive. The Executive may terminate the Executive’s employment at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the material breach of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(f)Notice of Termination. Except for termination as a result of the Executive’s death, any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

(g)Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated on account of disability or by the Company with or without Cause, the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Executive without Good Reason, 30 days after the date on which a Notice of Termination is given, and (iv) if the Executive’s employment is terminated by the Executive with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

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4.Compensation Upon Termination.

(a)Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination (collectively, the “Accrued Obligations”).

(b)Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause, or the Executive terminates the Executive’s employment for Good Reason, then in addition to the Accrued Obligations, and subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of the Executive’s existing restrictive covenants, in a form and manner satisfactory to the Company (the “Release Agreement”) and the Release Agreement becoming irrevocable within the time period set forth in the Release Agreement, and in no event longer than 60 days after the Date of Termination:

(i)the Company shall pay the Executive an amount equal to 9 months of Executive’s Base Salary (the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 9 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, if the Executive breaches any of the provisions of the Release Agreement, in addition to all other legal and equitable remedies, all payments of the Severance Amount shall immediately cease; and

(ii)if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility.

5.Sale Event Provisions. The provisions of this Section 5 shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a

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termination of employment, if the Date of Termination occurs upon the closing of a Sale Event or within 12 months thereafter (“Sale Event Period”). These provisions shall terminate and be of no further force or effect after a Sale Event Period.

(a)Involuntary Termination of Employment During the Sale Event Period. If, during a Sale Event Period, the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason, then, subject to the Executive signing and not revoking a Release Agreement all within 60 days after the Date of Termination:

(i)the Company shall pay the Executive an amount equal to (i) 9 months of Executive’s Base Salary; plus (ii) 75% of the Executive’s Target Bonus for the year in which the Date of Termination occurs, (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 9 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2);

(ii)notwithstanding anything to the contrary in the Equity Documents or any other applicable equity award agreement, all then outstanding time-based equity awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; provided that, for the avoidance of doubt, this provision shall supersede any provision in the Equity Documents relating to acceleration in connection with a Sale Event and all other terms of the Equity Documents shall continue to be in effect, including, without limitation, provisions with respect to exercise; and

(iii)if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility.

provided and notwithstanding the foregoing, if the Executive’s employment is terminated in connection with a Sale Event and the Executive immediately becomes reemployed by any direct or indirect successor to the business or assets of the Company, the termination of the Executive’s employment upon the Sale Event shall not be considered a

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Termination without Cause for purposes of this Agreement, provided further if the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason within the 12 month period following the Sale Event this Section 5 shall apply.

(b)Additional Limitation.

(i)Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, the following provisions shall apply:

(A)If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement.

(B)If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance Payments shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(ii)For the purposes of this Section 5(b), “Threshold Amount” shall mean three times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive with respect to such excise tax.

(iii)The determination as to which of the alternative provisions of Section 5(b)(i) shall apply to the Executive shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is

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reasonably requested by the Company or the Executive. For purposes of determining which of the alternative provisions of Section 5(b)(i) shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

(c)Definitions. For purposes of this Section 5, “Sale Event” shall mean any of the following:

(i)any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 40 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or

(ii)the date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

(iii)the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, a “Sale Event” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 40 percent or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the

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Company) and immediately thereafter beneficially owns 40 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a “Sale Event” shall be deemed to have occurred for purposes of the foregoing clause (i).

6.Section 409A.

(a)Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b)All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c)To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(d)The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A

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of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e)The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

7.Restrictive Covenants. The terms of the Restrictive Covenants Agreement between the Company and the Executive, attached hereto as Exhibit A, continue to be in full force and effect and are incorporated by reference in this Agreement. The Executive hereby reaffirms the terms of the Employee Agreement as a material term of this Agreement.

8.Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8.

9.Relief. If the Executive breaches, or proposes to breach, any portion of this Agreement, including any of the Restrictive Covenants, or, if applicable, the Release Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach, and, if applicable, the Company shall have the right to suspend or terminate the payments, benefits and or accelerated vesting pursuant to Section 4(b) or 5(a). Such suspension or termination shall not limit the Company’s other options with respect to relief for such breach and shall not relieve the Executive of duties under this Agreement, the Restrictive Covenants or the Release Agreement.

10.Governing Law; Consent to Jurisdiction; Forum Selection. The resolution of any disputes as to the meaning, effect, performance or validity of this Employment Agreement, the Restrictive Covenants Agreement or arising out of, related to, or in any way connected with your employment with the Company any other relationship between you and the Company (“Disputes”) will be governed by the law of the Commonwealth of Massachusetts, excluding laws relating to conflicts or choice of law. The Executive and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts in connection with any Dispute or any claim related to any Dispute and agree that any claims or legal action shall be commenced and maintained solely in a state or federal court located in the Commonwealth of Massachusetts.

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11.Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including without limitation the Prior Agreements, and expressly supersedes any provisions relating to accelerated vesting in connection with a Sale Event contained in the Equity Documents, provided the Restrictive Covenant Agreement, the Equity Documents (other than the provisions relating to accelerated vesting in connection with a Sale Event) shall remain in full force and effect.

12.Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. The Executive hereby acknowledges that the Company does not have a duty to design its compensation policies in a manner that minimizes tax liabilities.

13.Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of the Restrictive Covenant Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.

15.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16.Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board.

17.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

18.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

19.Assignment and Transfer by the Company. The Company shall have the right to assign and/or transfer this Agreement to any entity or person, including without limitation the Company’s parents, subsidiaries and other affiliates. The Executive expressly consents to such assignment and/or transfer.

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20.Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.

BIT9, INC.
By:	/s/ Patrick Morley
	Patrick Morley, Chief Executive Officer
EXECUTIVE
/s/ Mark Sullivan
Mark Sullivan

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AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (“Amendment”) is entered into effective January 1, 2018, by and between Carbon Black, Inc., f/k/a Bit9, Inc. (the “Company”), and Mark Sullivan (the “Executive”).

WHEREAS, the Company and the Executive entered into an Employment Agreement dated January 1, 2016 (the “Employment Agreement”); and

WHEREAS, the Company and the Executive wish to amend certain provisions of the Employment Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1.Section 4(b)(i) of the Employment Agreement is hereby amended to increase the number of months included in (i) the calculation of the Severance Amount and (ii) the length of the Severance Period, in each case, from nine to 12 months.

2.The first clause of Section 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“(i) the Company shall pay the Executive an amount equal to (i) 12 months of Executive’s Base Salary; plus (ii) 100% of the Executive’s Target Bonus for the year in which the Date of Termination occurs (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 12 months (the “Severance Period”) commencing within 60 days after the Date of Termination”

3.Each of Sections 4(b)(ii) and 5(a)(iii) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay the monthly employer and employee contributions for COBRA health coverage (“COBRA Premiums”) through the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier; provided that the Executive notifies the Company promptly when the Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. The COBRA Premiums will be paid by the Company directly to the health care insurance company; provided that the Company’s payment of such COBRA Premiums may be treated as taxable payments subject to imputed income tax treatment.”

4.Except as so amended, the Employment Agreement is in all other respects hereby confirmed and defined terms used but not defined herein shall have the meanings set forth in the Employment Agreement.

5.This Amendment may be signed and delivered in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same document. The execution and delivery of this Amendment may be evidenced by a facsimile or electronically.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

CARBON BLACK, INC.
By:	/s/ Patrick Morley
Name: Patrick Morley
Title: President & CEO
EXECUTIVE
/s/ Mark Sullivan
Mark Sullivan

EX-10.19

Exhibit 10.19

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of January 1, 2016 between Bit9, Inc., (the “Company”), and Michael Viscuso (the “Executive”). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated February 7, 2014 and any Invention Agreements/Restrictive Covenant Agreements that the Executive signed with Carbon Black and which remain in effect (the “Restrictive Covenant Agreements”) between the Company and the Executive, the Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan, the Company’s 2012 Stock Option and Grant Plan and any applicable stock option and/or restricted stock agreements with the Company with respect to equity grants held by the Executive (collectively, the “Equity Documents,”) this Agreement supersedes, amends and restates in all respects all prior agreements and understandings between the Executive and the Company regarding the subject matter herein, including without limitation the Offer Letter dated February 3, 2014.

WHEREAS, the Company wishes to continue to employ the Executive as an employee of the Company, and the Executive wishes to continue to work as an employee of the Company, on the terms set forth below.

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

1.Position and Duties. The Executive shall continue to serve as the Senior Vice President, Chief Strategy Officer and CTO of the Company, and shall have such powers and duties as may from time to time be prescribed by the Chief Executive Officer of the Company (the “CEO”) or other authorized executive. The Executive shall devote the Executive’s full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the CEO, or engage in religious, charitable or other community activities as long as such services and activities do not create a conflict of interest or otherwise interfere with the Executive’s performance of the Executive’s duties to the Company as provided in this Agreement.

2.Compensation and Related Matters.

(a)Base Salary. The Executive’s annual base salary shall be $270,000, subject to redetermination by the Company. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.

(b)Bonus. The Executive shall be eligible for annual bonus compensation. The Executive’s target annual bonus shall be 40% of the Executive’s Base Salary, subject to redetermination by the Company. The annual target bonus in effect at any given time is referred to herein as the “Target Bonus” and the actual amount paid in a given year shall be a “Bonus.” The Bonus may be higher or lower than the Target Bonus, as determined by the Company. To earn a Bonus, the Executive must be employed by the Company on the day such Bonus is paid.

(c)Expenses. The Executive shall be entitled to receive reimbursement for reasonable expenses incurred by the Executive in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers.

(d)Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms and conditions of such plans.

3.Termination. The Executive’s employment may be terminated without any breach of this Agreement under the following circumstances:

(a)Death. The Executive’s employment with the Company shall terminate upon the Executive’s death.

(b)Disability. The Company may terminate the Executive’s employment if the Executive is disabled and unable to perform the essential functions of the Executive’s position with or without reasonable accommodation. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s position with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

(c)Termination by the Company for Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by the Executive constituting a material act of misconduct in connection with the performance of the Executive’s duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries and affiliates if the Executive were retained in the Executive’s position; (iii) continued non-performance by the Executive of the Executive’s duties hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the CEO; (iv) a breach by the Executive of any of the provisions contained in the Employee Agreement or of any other restrictive covenant obligations the Executive has to the Company or its affiliates; (v) a material violation by the

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Executive of the Company’s written employment policies; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

(d)Termination by the Company Without Cause. The Company may terminate the Executive’s employment at any time without Cause.

(e)Termination by the Executive. The Executive may terminate the Executive’s employment at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the material breach of this Agreement by the Company. “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates the Executive’s employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(f)Notice of Termination. Except for termination as a result of the Executive’s death, any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

(g)Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated on account of disability or by the Company with or without Cause, the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Executive without Good Reason, 30 days after the date on which a Notice of Termination is given, and (iv) if the Executive’s employment is terminated by the Executive with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

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4.Compensation Upon Termination.

(a)Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination (collectively, the “Accrued Obligations”).

(b)Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause, or the Executive terminates the Executive’s employment for Good Reason, then in addition to the Accrued Obligations, and subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of the Executive’s existing restrictive covenants, in a form and manner satisfactory to the Company (the “Release Agreement”) and the Release Agreement becoming irrevocable within the time period set forth in the Release Agreement, and in no event longer than 60 days after the Date of Termination:

(i)the Company shall pay the Executive an amount equal to 6 months of Executive’s Base Salary (the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 6 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).. Notwithstanding the foregoing, if the Executive breaches any of the provisions of the Release Agreement, in addition to all other legal and equitable remedies, all payments of the Severance Amount shall immediately cease; and

(ii)if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility.

5.Sale Event Provisions. The provisions of this Section 5 shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a

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termination of employment, if the Date of Termination occurs upon the closing of a Sale Event or within 12 months thereafter (“Sale Event Period”). These provisions shall terminate and be of no further force or effect after a Sale Event Period.

(a)Involuntary Termination of Employment During the Sale Event Period. If, during a Sale Event Period, the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason, then, subject to the Executive signing and not revoking a Release Agreement all within 60 days after the Date of Termination:

(i)the Company shall pay the Executive an amount equal to (i) 6 months of Executive’s Base Salary; plus (ii) 50% of the Executive’s Target Bonus for the year in which the Date of Termination occurs, (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 6 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2);

(ii)notwithstanding anything to the contrary in the Equity Documents or any other applicable equity award agreement, all then outstanding time-based equity awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; provided that, for the avoidance of doubt, this provision shall supersede any provision in the Equity Documents relating to acceleration in connection with a Sale Event and all other terms of the Equity Documents shall continue to be in effect, including, without limitation, provisions with respect to exercise; and

(iii)if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility.

provided and notwithstanding the foregoing, if the Executive’s employment is terminated in connection with a Sale Event and the Executive immediately becomes reemployed by any direct or indirect successor to the business or assets of the Company, the termination of the Executive’s employment upon the Sale Event shall not be considered a

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Termination without Cause for purposes of this Agreement, provided further if the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason within the 12 month period following the Sale Event this Section 5 shall apply.

(b)Additional Limitation.

(i)Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, the following provisions shall apply:

(A)If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement.

(B)If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance Payments shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(ii)For the purposes of this Section 5(b), “Threshold Amount” shall mean three times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive with respect to such excise tax.

(iii)The determination as to which of the alternative provisions of Section 5(b)(i) shall apply to the Executive shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is

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reasonably requested by the Company or the Executive. For purposes of determining which of the alternative provisions of Section 5(b)(i) shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

(c)Definitions. For purposes of this Section 5, “Sale Event” shall mean any of the following:

(i)any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 40 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or

(ii)the date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

(iii)the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, a “Sale Event” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 40 percent or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the

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Company) and immediately thereafter beneficially owns 40 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a “Sale Event” shall be deemed to have occurred for purposes of the foregoing clause (i).

6.Section 409A.

(a)Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b)All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c)To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(d)The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A

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of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e)The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

7.Restrictive Covenants. The terms of the Restrictive Covenants Agreement between the Company and the Executive, attached hereto as Exhibit A, continue to be in full force and effect and are incorporated by reference in this Agreement. The Executive hereby reaffirms the terms of the Employee Agreement as a material term of this Agreement.

8.Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8.

9.Relief. If the Executive breaches, or proposes to breach, any portion of this Agreement, including any of the Restrictive Covenants, or, if applicable, the Release Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach, and, if applicable, the Company shall have the right to suspend or terminate the payments, benefits and or accelerated vesting pursuant to Section 4(b) or 5(a). Such suspension or termination shall not limit the Company’s other options with respect to relief for such breach and shall not relieve the Executive of duties under this Agreement, the Restrictive Covenants or the Release Agreement.

10.Governing Law; Consent to Jurisdiction; Forum Selection. The resolution of any disputes as to the meaning, effect, performance or validity of this Employment Agreement, the Restrictive Covenants Agreement or arising out of, related to, or in any way connected with your employment with the Company any other relationship between you and the Company (“Disputes”) will be governed by the law of the Commonwealth of Massachusetts, excluding laws relating to conflicts or choice of law. The Executive and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts in connection with any Dispute or any claim related to any Dispute and agree that any claims or legal action shall be commenced and maintained solely in a state or federal court located in the Commonwealth of Massachusetts.

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11.Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including without limitation the Prior Agreements, and expressly supersedes any provisions relating to accelerated vesting in connection with a Sale Event contained in the Equity Documents, provided the Restrictive Covenant Agreement, the Equity Documents (other than the provisions relating to accelerated vesting in connection with a Sale Event) and any other restrictive covenant obligation the Executive has to the Company or its affiliates shall remain in full force and effect.

12.Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. The Executive hereby acknowledges that the Company does not have a duty to design its compensation policies in a manner that minimizes tax liabilities.

13.Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of the Restrictive Covenant Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.

15.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16.Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board.

17.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

18.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

19.Assignment and Transfer by the Company. The Company shall have the right to assign and/or transfer this Agreement to any entity or person, including without limitation the

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Company’s parents, subsidiaries and other affiliates. The Executive expressly consents to such assignment and/or transfer.

20.Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.

BIT9, INC.
By:	/s/ Patrick Morley
	Patrick Morley, Chief Executive Officer
EXECUTIVE
/s/ Michael Viscuso
Michael Viscuso

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AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (“Amendment”) is entered into effective January 1, 2018, by and between Carbon Black, Inc., f/k/a Bit9, Inc. (the “Company”), and Mike Viscuso (the “Executive”).

WHEREAS, the Company and the Executive entered into an Employment Agreement dated January 1, 2016 (the “Employment Agreement”); and

WHEREAS, the Company and the Executive wish to amend certain provisions of the Employment Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1.Section 4(b)(i) of the Employment Agreement is hereby amended to increase the number of months included in (i) the calculation of the Severance Amount and (ii) the length of the Severance Period, in each case, from six to nine months.

2.The first clause of Section 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“(i) the Company shall pay the Executive an amount equal to (i) nine months of Executive’s Base Salary; plus (ii) 75% of the Executive’s Target Bonus for the year in which the Date of Termination occurs (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over nine months (the “Severance Period”) commencing within 60 days after the Date of Termination”

3.Each of Sections 4(b)(ii) and 5(a)(iii) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay the monthly employer and employee contributions for COBRA health coverage (“COBRA Premiums”) through the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier; provided that the Executive notifies the Company promptly when the Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. The COBRA Premiums will be paid by the Company directly to the health care insurance company; provided that the Company’s payment of such COBRA Premiums may be treated as taxable payments subject to imputed income tax treatment.”

4.Except as so amended, the Employment Agreement is in all other respects hereby confirmed and defined terms used but not defined herein shall have the meanings set forth in the Employment Agreement.

5.This Amendment may be signed and delivered in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same document. The execution and delivery of this Amendment may be evidenced by a facsimile or electronically.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

CARBON BLACK, INC.
By:	/s/ Patrick Morley
Name: Patrick Morley
Title: President & CEO
EXECUTIVE
/s/ Mike Viscuso
Mike Viscuso

EX-10.20

EXHIBIT 10.20

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 21, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and CARBON BLACK, INC., f/k/a Bit9, Inc., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.  This Agreement amends and restates in its entirety, and replaces, the terms of (and obligations outstanding under) that certain Loan and Security Agreement between Borrower and Bank dated as of August 22, 2013, as amended, modified, supplemented or restated (the “Prior Loan Agreement”).  The parties agree that the Prior Loan Agreement is hereby superseded and replaced in its entirety by this Agreement, and the parties agree as follows:

1.             ACCOUNTING AND OTHER TERMS

Accounting terms not defined in this Agreement shall be construed following GAAP.  Calculations and determinations must be made following GAAP.  Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13.  All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

2.             LOAN AND TERMS OF PAYMENT

2.1          Promise to Pay.  Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

2.1.1       Revolving Advances.

(a)           Availability.  Subject to the terms and conditions of this Agreement, Bank shall make Advances not exceeding the Availability Amount, provided that all or a portion of the proceeds of the initial Advance which shall be made on the Effective Date shall be used to pay in full the outstanding obligations under the Prior Loan Agreement.  Borrower hereby authorizes Bank to apply such proceeds to such obligations as part of the funding process without actually depositing such funds into an account of Borrower.  Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein.

(b)           Termination; Repayment.  The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.

2.2          Payment of Interest on the Credit Extensions.

(a)           Interest Rate.  Subject to Section 2.2(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to the Prime Rate, which interest shall be payable monthly in accordance with Section 2.2(d) below.

(b)           Default Rate.  Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is five percent (5.0%) above the rate that is otherwise applicable thereto (the “Default Rate”) unless Bank otherwise elects in writing from time to time in its sole discretion to impose a smaller increase.  Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations.  Payment or acceptance of the increased

interest rate provided in this Section 2.2(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank.

(c)           Adjustment to Interest Rate.  Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change.

(d)           Payment; Interest Computation.  Interest is payable monthly on the first calendar day of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed.  In computing interest, (i) all payments received after 1:00 p.m. Eastern time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.

2.3          Fees.  Borrower shall pay to Bank:

(a)           Commitment Fee.  A fully earned, non-refundable commitment fee of Forty-Six Thousand Six Hundred Sixty-Six and 67/100 Dollars ($46,666.67), on the Effective Date.

(b)           Anniversary Fee.   A non-refundable anniversary fee of (i) Forty-Six Thousand Six Hundred Sixty-Six and 67/100 Dollars ($46,666.67), which anniversary fee shall be fully earned as of the Effective Date and due and payable, on the earliest of (A) the one (1) year anniversary of the Effective Date (“First Anniversary Fee”), (B) the termination of this Agreement, (C) the repayment in full of all of the Obligations under the Revolving Line, and (D) the occurrence of an Event of Default, and (ii) Forty-Six Thousand Six Hundred Sixty-Six and 67/100 Dollars ($46,666.67), which anniversary fee shall be fully earned as of the Effective Date and due and payable on the earliest of (A) the two (2) year anniversary of the Effective Date, (B) the termination of this Agreement, (C) the repayment in full of all Obligations under the Revolving Line, and (D) the occurrence of an Event of Default (“Second Anniversary Fee” and together with the First Anniversary Fee, the “Anniversary Fee”);

(c)           Unused Revolving Line Facility Fee.  Payable quarterly in arrears on the first day of each calendar quarter occurring thereafter prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to fifteen one-hundredths of one percent (0.15%) per annum of the average unused portion of the Revolving Line, as determined by Bank.  The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between (i) the Revolving Line, and (ii) the average for the period of the daily closing balance of the Revolving Line outstanding; and

(d)           Bank Expenses.  All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due hereunder (or, if no stated due date, upon demand by Bank).  Bank shall provide Borrower with the amount of, and supporting information relating to, Bank Expenses, as reasonably requested by Borrower in writing.

(e)           Fees Fully Earned.  Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder.  Bank may deduct amounts owing by Borrower under the clauses of this Section 2.3 pursuant to the terms of Section 2.4(c).  Bank shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.3.

2.4          Payments; Application of Payments; Debit of Accounts.

(a)           All payments to be made by Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 1:00 p.m. Eastern time on the date when due.  Payments of principal and/or interest received after 1:00 p.m. Eastern time are considered received at the opening of business on the next Business Day.  When a payment is due on a day that is not a Business Day, the

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payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.

(b)           Bank has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied.  Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement.

(c)           Bank may debit the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due.  These debits shall not constitute a set-off.

3.             CONDITIONS OF LOANS

3.1          Conditions Precedent to Initial Credit Extension.  Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:

(a)           duly executed original signatures to the Loan Documents;

(b)           duly executed original signatures to the Control Agreement(s);

(c)           the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;

(d)           duly executed original signatures to the completed Borrowing Resolutions for Borrower;

(e)           certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;

(f)            the Perfection Certificate of Borrower, together with the duly executed original signature thereto;

(g)           a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto;

(h)           evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect; and

(i)            payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

3.2          Conditions Precedent to all Credit Extensions.  Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent:

(a)           timely receipt of an executed Payment/Advance Form;

(b)           the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of

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such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension.  Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement are true, accurate, and complete in all material respects as of such date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and

(c)           Bank determines to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

3.3          Covenant to Deliver.  Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension.  Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion.

3.4          Procedures for Borrowing.  Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement, to obtain a Credit Extension, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 1:00 p.m. Eastern time on the proposed Funding Date of the Credit Extension.  Together with any such electronic or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee.  Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee.  Bank shall credit Credit Extensions to the Designated Deposit Account.  Bank may make Credit Extensions under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have become due.

4.             CREATION OF SECURITY INTEREST

4.1          Grant of Security Interest.  Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.

This Agreement is not intended to, and does not, novate the Prior Loan Agreement, and Borrower reaffirms that the existing security interest created by the Prior Loan Agreement is and remains in full force and effect.

Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank.  Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement).

If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity or reimbursement obligations) are repaid in full in cash.  Upon payment in full in cash of the Obligations (other than inchoate indemnity or reimbursement obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower.  In the event (x) all Obligations (other than inchoate indemnity or reimbursement obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any.  In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the

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Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations relating  to such  Letters of Credit.

4.2          Priority of Security Interest.  Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement).  If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

4.3          Authorization to File Financing Statements.  Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code.  Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

5.             REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as follows:

5.1          Due Organization, Authorization; Power and Authority.  Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business.  In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”.  Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement).  If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number.

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound.  Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

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5.2          Collateral.  Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens.  Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.6(b).  The Accounts are bona fide, existing obligations of the Account Debtors.

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate.  None of the components of the Collateral (other than mobile equipment such as laptop computers and mobile phones with an aggregate value not exceeding One Hundred Thousand Dollars ($100,000.00) in the possession of Borrower’s employees or agents) shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2.

All Inventory is in all material respects of good and marketable quality, free from material defects.

Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate.  Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part.  To Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business.

Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

5.3          Litigation.  There are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower of more than, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00).

5.4          Financial Statements; Financial Condition.  All consolidated financial statements for Borrower and its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations as of the date thereof.  There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements of Borrower submitted to Bank.

5.5          Solvency.  The fair salable value of Borrower’s consolidated assets (including goodwill minus disposition costs) exceeds the fair value of Borrower’s liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature.

5.6          Regulatory Compliance.  Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended.  Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors).  Borrower (a) has complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation of which could reasonably be expected to have a material adverse effect on its business.  None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally.  Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Government Authorities that are necessary to continue their respective businesses as currently conducted.

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5.7          Subsidiaries; Investments.  Borrower does not own any stock, partnership, or other ownership interest or other equity securities except for Permitted Investments.

5.8          Tax Returns and Payments; Pension Contributions.  Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Five Thousand Dollars ($5,000.00).

To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.”  Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower.  Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

5.9          Use of Proceeds.  Borrower shall use the proceeds of the Credit Extensions as working capital and to fund its general business requirements and not for personal, family, household or agricultural purposes.

5.10        Full Disclosure.  No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank in connection with the Loan Documents or the transactions contemplated thereby, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements, in light of the circumstances in which it was made, not misleading (it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

5.11        Definition of “Knowledge.”  For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of any Responsible Officer.

6.             AFFIRMATIVE COVENANTS

Borrower shall do all of the following:

6.1          Government Compliance.  Maintain its and (except as permitted by Section 7.3) all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations.  Borrower shall comply, and have each Subsidiary comply, in all material respects, with all laws, ordinances and regulations to which it is subject.

6.2          Financial Statements, Reports, Certificates.  Provide Bank with the following:

(a)           Monthly Financial Statements.  As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering

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Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);

(b)           Monthly Compliance Certificate.  Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenant set forth in this Agreement and such other information as Bank may reasonably request;

(c)           Board-Approved Projections.  Within sixty (60) days after the last day of each fiscal year of Borrower, and contemporaneously with any updates or changes thereto, annual Board-approved operating budgets and financial projections in a form acceptable to Bank; and

(d)           Annual Audited Financial Statements.  As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;

(e)           Other Statements.  Within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt;

(f)            SEC Filings.  In the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be.  Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents;

(g)           Legal Action Notice.  A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; and

(h)           Other Financial Information.  Other financial information reasonably requested by Bank.

6.3          Inventory; Returns.  Keep all Inventory in good and marketable condition, free from material defects.  Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date.  Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000.00).

6.4          Taxes; Pensions.  Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms.

6.5          Insurance.

(a)           Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Bank may reasonably request.  Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower, and in amounts

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that are satisfactory to Bank.  All property policies shall have a lender’s loss payable endorsement showing Bank as lender loss payee.  All liability policies shall show, or have endorsements showing, Bank as an additional insured.  Bank shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral.

(b)           Ensure that proceeds payable under any property policy are, at Bank’s option, payable to Bank on account of the Obligations.  Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Two Hundred Fifty Thousand Dollars ($250,000.00) with respect to any loss, but not exceeding Five Hundred Thousand Dollars ($500,000.00) in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations.

(c)           At Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium payments.  Each provider of any such insurance required under this Section 6.5 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank thirty (30) days prior written notice before any such policy or policies shall be materially altered or canceled.  If Borrower fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Bank deems prudent.

6.6          Operating Accounts.

(a)           Maintain all of its and all of its Subsidiaries’ operating, depository and securities accounts with Bank and Bank’s Affiliates.

(b)           Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates.  For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank.  The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.

6.7          Financial Covenant — Adjusted Quick Ratio.  Maintain at all times, subject to periodic testing as of the last day of each month, on a consolidated basis with respect to Borrower and its Subsidiaries, an Adjusted Quick Ratio of at least 1.50 to 1.00.

6.8          Protection of Intellectual Property Rights.

(a)           (i) Protect, defend and maintain the validity and enforceability of any Intellectual Property material to Borrower’s business; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of such Intellectual Property; and (iii) not allow any such Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

(b)           Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public).  Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now

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existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

6.9          Litigation Cooperation.  From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

6.10        Access to Collateral; Books and Records.  Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books.  Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary.  The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850.00) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses.

6.11        Further Assurances.  Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement.

7.             NEGATIVE COVENANTS

Borrower shall not do any of the following without Bank’s prior written consent:

7.1          Dispositions.  Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business for the payment of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; and (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business.

7.2          Changes in Business, Management, Ownership, or Business Locations.  (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) days after his or her departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40.0%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction).

Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless each such new office or business location contains less than Twenty-Five Thousand Dollars ($25,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change

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any organizational number (if any) assigned by its jurisdiction of organization.  If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000.00) to a bailee at a location other than as provided in the Perfection Certificate, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.

7.3          Mergers or Acquisitions.  Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary) except for Permitted Acquisitions.  A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

7.4          Indebtedness.  Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

7.5          Encumbrance.  Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

7.6          Maintenance of Collateral Accounts.  Maintain any Collateral Account except pursuant to the terms of Section 6.6(b) hereof.

7.7          Distributions; Investments.  (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed One Hundred Fifty Thousand Dollars ($150,000.00) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.

7.8          Transactions with Affiliates.  Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

7.9          Subordinated Debt.  (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank.

7.10        Compliance.  Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to (a) meet the minimum funding requirements of ERISA, (b) prevent a Reportable Event or Prohibited Transaction, as defined in ERISA, from occurring, or (c) comply with the Federal Fair Labor Standards Act, the failure of any of the conditions described in clauses (a) through (c) which could reasonably be expected to have a material adverse effect on

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Borrower’s business; or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

8.             EVENTS OF DEFAULT

Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

8.1          Payment Default.  Borrower fails to (a) make any payment of principal or interest on any Credit Extension or Obligations under any Bank Services Agreement when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date).  During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period);

8.2          Covenant Default.

(a)           Borrower fails or neglects to perform any obligation in Sections 3.3, 6.2, 6.4, 6.5, 6.6, 6.7, 6.8(b), and 6.10, or violates any covenant in Section 7; or

(b)           Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period).  Cure periods provided under this section shall not apply, among other things, to financial covenants or any other covenants set forth in clause (a) above;

8.3          Material Adverse Change.  A Material Adverse Change occurs;

8.4          Attachment; Levy; Restraint on Business.

(a)           (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary), or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or

(b)           (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business;

8.5          Insolvency.  (a) Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and is not dismissed or stayed within thirty (30) days (but no Credit Extensions shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);

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8.6          Other Agreements.  There is, under any agreement to which Borrower is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); or (b) any breach or default by Borrower, the result of which could have a material adverse effect on Borrower’s business;

8.7          Judgments; Penalties.  One or more fines, penalties or final judgments, orders or decrees for the payment of money in an amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower by any Governmental Authority, and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution thereof, stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such fine, penalty, judgment, order or decree);

8.8          Misrepresentations.  Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made; or

8.9          Subordinated Debt.  Any document, instrument, or agreement evidencing any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement.

9.             BANK’S RIGHTS AND REMEDIES

9.1          Rights and Remedies.  Upon the occurrence and during the continuance of an Event of Default, Bank may, without notice or demand, do any or all of the following, to the extent not prohibited by applicable law:

(a)           declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank);

(b)           stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Bank;

(c)           demand that Borrower (i) deposit cash with Bank in an amount equal to at least (A) one hundred five percent (105.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in Dollars remaining undrawn, and (B) one hundred ten percent (110.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in a Foreign Currency remaining undrawn, (plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;

(d)           terminate any FX Contracts;

(e)           verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s security interest in such funds;

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(f)            make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral.  Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates that is reasonably convenient to Bank and Borrower.  Bank may peaceably enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge by Borrower, to exercise any of Bank’s rights or remedies hereunder;

(g)           apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower;

(h)           ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral.  Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit;

(i)            place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

(j)            demand and receive possession of Borrower’s Books; and

(k)           exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

9.2          Power of Attorney.  Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to:  (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits.  Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder.  Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates.

9.3          Protective Payments.  If Borrower fails to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required to preserve the Collateral, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral.  Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter.  No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.

9.4          Application of Payments and Proceeds Upon Default.  If an Event of Default has occurred and is continuing, Bank shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations.  Bank shall pay any surplus to Borrower by credit to the Designated

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Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency.  If Bank, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.

9.5          Bank’s Liability for Collateral.  So long as Bank complies with applicable law and reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person.  Borrower bears all risk of loss, damage or destruction of the Collateral.

9.6          No Waiver; Remedies Cumulative.  Bank’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith.  No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given.  Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative.  Bank has all rights and remedies provided under the Code, by law, or in equity.  Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing waiver.  Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.

9.7          Demand Waiver.  Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.

10.          NOTICES

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below.  Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.

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If to Borrower:	Carbon Black, Inc. 1100 Winter Street, 4th Floor Waltham, Massachusetts 02451 Attn: Eric Pyenson Email:  epyenson@carbonblack.com
with a copy to:	Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Attn:       Mark D. Smith Fax:        (617) 801-8835 Email:    marksmith@goodwinprocter.com
If to Bank:	Silicon Valley Bank 275 Grove Street, Suite 2-200 Newton, Massachusetts 02466 Attn:       Ms. Kristy Vlahos Email:     KVlahos@svb.com
with a copy to:	Riemer & Braunstein LLP Three Center Plaza Boston, Massachusetts 02108 Attn:       David A. Ephraim, Esquire Fax:        (617) 692-3455 Email:     DEphraim@riemerlaw.com

11.          CHOICE OF LAW, VENUE, AND JURY TRIAL WAIVER

Except as otherwise expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts of law.  Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Boston, Massachusetts; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank.  Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court.  Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT.  EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

This Section 11 shall survive the termination of this Agreement.

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12.          GENERAL PROVISIONS

12.1        Termination Prior to Revolving Line Maturity Date; Survival.  All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations have been satisfied.  So long as Borrower has satisfied the Obligations (other than inchoate indemnity or reimbursement obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement), this Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank.  Those obligations that are expressly specified in this Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination.

12.2        Successors and Assigns.  This Agreement binds and is for the benefit of the successors and permitted assigns of each party.  Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion).  Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents.

12.3        Indemnification.  Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against:  (i) all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.

This Section 12.3 shall survive until all statutes of limitation with respect to the Claims, losses, and expenses for which indemnity is given shall have run.

12.4        Time of Essence.  Time is of the essence for the performance of all Obligations in this Agreement.

12.5        Severability of Provisions.  Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

12.6        Correction of Loan Documents.  Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties, so long as Bank provides Borrower with written notice of such correction and allows Borrower at least ten (10) days to object to such correction.  In the event of such objection, such correction shall not be made except by an amendment signed by both Bank and Borrower.

12.7        Amendments in Writing; Waiver; Integration.  No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought.  Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document.  Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver.  The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.  All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.

12.8        Counterparts.  This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

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12.9        Confidentiality.  In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, “Bank Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein.  Confidential information does not include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain (other than as a result of its disclosure by Bank in violation of this Agreement) after disclosure to Bank; or (ii) disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information.

Bank Entities may use anonymous forms of confidential information for aggregate datasets, for analyses or reporting, and for any other uses not expressly prohibited in writing by Borrower.  The provisions of the immediately preceding sentence shall survive termination of this Agreement.

12.10      Right of Set Off.  Borrower hereby grants to Bank, a lien, security interest and right of set off as security for all Obligations to Bank, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Bank (including a Bank subsidiary) or in transit to any of them.  At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may set off the same or any part thereof and apply the same to any Obligations of Borrower then due regardless of the adequacy of any other collateral securing the Obligations.  ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

12.11      Electronic Execution of Documents.  The words “execution,” “signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.

12.12      Captions.  The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

12.13      Construction of Agreement.  The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement.  In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

12.14      Relationship.  The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement.  The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

12.15      Third Parties.  Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

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13.          DEFINITIONS

13.1        Definitions.  As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative.  As used in this Agreement, the following capitalized terms have the following meanings:

“Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

“Account Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.

“Advance” or “Advances” means a revolving credit loan (or revolving credit loans) under the Revolving Line.

“Adjusted Quick Ratio” is the ratio of (a) Quick Assets, to (b) (i) Current Liabilities, minus (ii) the current portion of Deferred Revenue.

“Affiliate” is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

“Agreement” is defined in the preamble hereof.

“Acquisition” is (a) the purchase or other acquisition by Borrower or any Subsidiary of all or substantially all of the assets of any other Person, or (b) the purchase or other acquisition (whether by means of merger, consolidation, or otherwise) by Borrower or any Subsidiary of all or substantially all of the stock or other equity interest of any other Person.

“Anniversary Fee” is defined in Section 2.3(b) hereof.

“Authorized Signer” is any individual listed in Borrower’s Borrowing Resolution who is authorized to execute the Loan Documents, including any Credit Extension request, on behalf of Borrower.

“Availability Amount” is (a) the Revolving Line minus (b) the outstanding principal balance of any Advances.

“Bank” is defined in the preamble hereof.

“Bank Entities” is defined in Section 12.9.

“Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable documented attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower.

“Bank Services”  are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements related thereto (each, a “Bank Services Agreement”).

“Bank Services Agreement” is defined in the definition of Bank Services.

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“Board” is Borrower’s board of directors.

“Borrower” is defined in the preamble hereof.

“Borrower’s Books” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

“Borrowing Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s board of directors (and, if required under the terms of such Person’s Operating Documents, stockholders) and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that set forth as a part of or attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents, including any Credit Extension request, on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate.

“Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed, and if any determination of a “Business Day” shall relate to an FX Contract, the term “Business Day” shall mean a day on which dealings are carried on in the country of settlement of the Foreign Currency.

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition.

“Claims” is defined in Section 12.3.

“Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the Commonwealth of Massachusetts; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the Commonwealth of Massachusetts, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A.

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account.

“Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.

“Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit B.

“Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation,

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in each case, directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business.  The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

“Control Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Deposit Account, Securities Account, or Commodity Account.

“Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

“Credit Extension” is any Advance or any other extension of credit by Bank for Borrower’s benefit.

“Current Liabilities” are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

“Default Rate” is defined in Section 2.2(b).

“Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

“Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.

“Designated Deposit Account” is the multicurrency account denominated in Dollars, account number              , maintained by Borrower with Bank.

“Dollars,” “dollars” or use of the sign “$” means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States.

“Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency.

“Effective Date” is defined in the preamble hereof.

“Equipment” is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

“ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations.

“Event of Default” is defined in Section 8.

“Exchange Act” is the Securities Exchange Act of 1934, as amended.

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“First Anniversary Fee” is defined in Section 2.3(b).

“Foreign Currency” means lawful money of a country other than the United States.

“Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.

“FX Contract” is any foreign exchange contract by and between Borrower and Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency on a specified date.

“GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“General Intangibles” is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

“Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.

“Indemnified Person” is defined in Section 12.3.

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Intellectual Property” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:

(a)           its Copyrights, Trademarks and Patents;

(b)           any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;

(c)           any and all source code;

(d)           any and all design rights which may be available to such Person;

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(e)           any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and

(f)            all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

“Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance or capital contribution to any Person.

“Key Person” is each of Borrower’s (a) Chief Executive Officer, who is Patrick Morley as of the Effective Date, and (b) Chief Financial Officer, who is Mark Sullivan as of the Effective Date.

“Letter of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an application, guarantee, indemnity, or similar agreement.

“Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

“Loan Documents” are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other documents related to this Agreement, the Perfection Certificate, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties executed by Borrower, and any other present or future agreement by Borrower with or for the benefit of Bank in connection with this Agreement or Bank Services, all as amended, restated, or otherwise modified.

“Material Adverse Change” is (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; (c) a material impairment of the prospect of repayment of any portion of the Obligations; or (d) Bank determines, based upon information available to it and in its reasonable judgment, that there is a substantial likelihood that Borrower shall fail to comply with one or more of the financial covenants in Section 6 during the next succeeding financial reporting period.

“Monthly Financial Statements” is defined in Section 6.2(a).

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, Anniversary Fee, Unused Revolving Line Facility Fee, and other amounts Borrower owes Bank now or later, whether under this Agreement, the other Loan Documents, or otherwise, including, without limitation, any interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents.

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

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“Payment/Advance Form” is that certain form attached hereto as Exhibit C.

“Payment Date” is the first (1st) calendar day of each month.

“Perfection Certificate” is defined in Section 5.1.

“Permitted Acquisition” is any Acquisition by Borrower or any Subsidiary of Borrower, disclosed to Bank, provided that each of the following shall be applicable to any such Acquisition:

(a)           no Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition;

(b)           the entity or assets acquired in such Acquisition are in the same or similar line of business as Borrower is in as of the date hereof or reasonably related thereto;

(c)           the target of such Acquisition, if such acquisition is a stock acquisition, shall be an entity organized under the laws of any State in the United States and shall have a principal place in the United States;

(d)           if the Acquisition includes a merger of any Borrower, such Borrower shall remain a surviving entity after giving effect to such Acquisition;

(e)           Borrower provides Bank, at least ten (10) Business Days before the closing of the proposed Acquisition, written confirmation, supported by reasonably detailed calculations, that on a pro forma basis (after giving effect to such transaction) Borrower is projected to have an Adjusted Quick Ratio greater than 1.75 to 1.00 for the one (1) year period ending after the proposed date of the consummation of the proposed Acquisition;

(f)            Borrower shall provide Bank with written notice of the proposed Acquisition at least ten (10) Business Days prior to the anticipated closing date of the proposed Acquisition; and not less than five (5) Business Days prior to the anticipated closing date of the proposed Acquisition, copies of the acquisition agreement and all other material documents relative to the proposed Acquisition (or if such acquisition agreement and other material documents are not in final form, drafts of such acquisition agreement and other material documents; provided that Borrower shall deliver final forms of such acquisition agreement and other material documents promptly upon completion);

(g)           in the event such Acquisition results in the target company continuing to operate as a separate legal entity, Borrower shall cause such target company to provide to Bank a joinder to the Loan Agreement to cause such target company to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such target company)

(h)           no Indebtedness, other than Permitted Indebtedness, shall be assumed or incurred by Borrower in connection with such Acquisition;

(i)            such purchase or Acquisition is non-hostile in nature; and

(j)            the entity or assets acquired in such Acquisition shall not be subject to any Lien other than (x) the first-priority Liens granted in favor of Bank and (y) Permitted Liens.

“Permitted Indebtedness” is:

(a)           Borrower’s Indebtedness to Bank under this Agreement and the other Loan Documents;

(b)           Indebtedness existing on the Effective Date and shown on the Perfection Certificate;

(c)           Subordinated Debt;

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(d)           unsecured Indebtedness to trade creditors incurred in the ordinary course of business;

(e)           Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

(f)            Indebtedness secured by Liens permitted under clauses (a) and (c) of the definition of “Permitted Liens” hereunder; and

(g)           extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (f) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.

“Permitted Investments” are:

(a)           Investments (including, without limitation, Subsidiaries) existing on the Effective Date and shown on the Perfection Certificate; and

(b)           Investments consisting of Cash Equivalents.

“Permitted Liens” are:

(a)           Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents;

(b)           Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;

(c)           purchase money Liens or capital leases (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment securing no more than Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment; and

(d)           Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase.

“Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

“Prime Rate” is the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that, in the event such rate of interest is less than zero percent (0.0%), such rate shall be deemed to be zero percent (0.0%) for purposes of this Agreement; and provided further, that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Bank, the “Prime Rate” shall mean the rate of interest per annum announced by Bank as its prime rate in effect at its principal office in the State of California (such Bank announced Prime Rate not being intended to be the lowest rate of interest charged by Bank in connection with extensions of credit to debtors).

“Quick Assets” is, on any date, Borrower’s consolidated, unrestricted cash maintained with Bank, plus net billed accounts receivable, in each case determined according to GAAP.

25

“Registered Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.

“Requirement of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower.

“Restricted License” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral.

“Revolving Line” is an aggregate principal amount equal to Forty Million Dollars ($40,000,000.00).

“Revolving Line Maturity Date” is March 21, 2020.

“SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.

“Second Anniversary Fee” is defined in Section 2.3(b).

“Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

“Subordinated Debt” is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.

“Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower.

“Total Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

“Transfer” is defined in Section 7.1.

“Unused Revolving Line Facility Fee” is defined in Section 2.3(c).

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the Effective Date.

BORROWER:
CARBON BLACK, INC.
By	/s/ Mark P. Sullivan
Name:	Mark Sullivan
Title:	EVP/CFO
BANK:
SILICON VALLEY BANK
By	/s/ Kristy Vlahos
Name:	Kristy Vlahos
Title:	Director

Signature Page to Loan and Security Agreement

EXHIBIT A — COLLATERAL DESCRIPTION

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property.  If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property.

Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent.

EXHIBIT B

COMPLIANCE CERTIFICATE

TO:       SILICON VALLEY BANK	Date:
FROM: CARBON BLACK, INC.

The undersigned authorized officer of CARBON BLACK, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):

(1) Borrower is in compliance for the period ending                 with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Attached are the required documents supporting the certification.  The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes.  The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered.  Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenants	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days	Yes No
Annual financial statement (CPA Audited)	FYE within 180 days	Yes No
10-Q, 10-K and 8-K	Within 5 days after filing with SEC	Yes No
Board-approved projections	FYE within 60 days and contemporaneously with any updates or changes	Yes No

Financial Covenant	Required	Actual	Complies
Maintain at all times (tested monthly)
Adjusted Quick Ratio	1.50:1.00	:1.00	Yes No

The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

Other Matters

Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate. Yes No

The following are the exceptions with respect to the certification above:  (If no exceptions exist, state “No exceptions to note.”)

CARBON BLACK, INC.	BANK USE ONLY
	Received by:
By:			AUTHORIZED SIGNER
Name:	Date:
Title:
	Verified:
		AUTHORIZED SIGNER
	Date:
	Compliance Status:			Yes	No

Schedule 1 to Compliance Certificate

Financial Covenants of Borrower

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:

I.             Adjusted Quick Ratio (Section 6.7)

Required:	An Adjusted Quick Ratio of at least 1.50 to 1.00.
Actual:	:1.00

A.	Aggregate value of Borrower’s consolidated, unrestricted cash maintained with Bank, determined according to GAAP	$
B.	Aggregate value of Borrower’s consolidated net billed accounts receivable, determined according to GAAP	$
C.	Quick Assets (the sum of lines A and B)	$
D.	Aggregate value of obligations and liabilities to Bank	$
E.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, not otherwise reflected in line D above, that mature within one (1) year	$
F.	Current Liabilities (the sum of lines D and E)	$
G.	Aggregate value of current portion of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue	$
H.	Line F minus G	$
I.	Adjusted Quick Ratio (line C divided by line H)

Is line I equal to or greater than the applicable ratio given above?

No, not in compliance Yes, in compliance

EXHIBIT C — LOAN PAYMENT/ADVANCE REQUEST FORM

DEADLINE FOR SAME DAY PROCESSING IS 1:00 P.M. EASTERN TIME

Fax To: Date:

LOAN PAYMENT:		CARBON BLACK, INC.
From Account #		To Account #
	(Deposit Account #)		(Loan Account #)
Principal $		and/or Interest $
Authorized Signature:		Phone Number:
Print Name/Title:

LOAN ADVANCE:

Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire.

From Account #		To Account #
	(Loan Account #)		(Deposit Account #)
Amount of Advance $

All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date:

Authorized Signature:	Phone Number:
Print Name/Title:

OUTGOING WIRE REQUEST:

Complete only if all or a portion of funds from the loan advance above is to be wired.

Deadline for same day processing is 1:00 p.m., Eastern Time

Beneficiary Name:	Amount of Wire: $
Beneficiary Bank:	Account Number:
City and State:
Beneficiary Bank Transit (ABA) #:	Beneficiary Bank Code (Swift, Sort, Chip, etc.):
	(For International Wire Only)
Intermediary Bank:	Transit (ABA) #:
For Further Credit to:
Special Instruction:

By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).

Authorized Signature:	2nd Signature (if required):
Print Name/Title:	Print Name/Title:
Telephone #:	Telephone #:

1

EX-21.1

Exhibit 21.1

Subsidiaries of Carbon Black, Inc.

Carbon Black, LLC (Delaware, United States)

Carbon Black U.K. Limited (United Kingdom)

Carbon Black Federal, Inc. (Delaware, United States)

Carbon Black Singapore PTE Ltd. (Singapore)

Carbon Black Australia Pty Ltd. (Australia)

Carbon Black Canada Ltd. (Canada)

Carbon Black Japan KK (Japan)

Carbon Black Malaysia SDN.BHD (Malaysia)

Confer Technologies, Inc. (Delaware, United States)

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We hereby consent to the use in this Registration Statement on Form S-1 of Carbon Black, Inc. of our report dated March 16, 2018 relating to the financial statements, which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
April 9, 2018

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.3

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Exhibit 23.3

Consent of Independent Auditor

        We consent to the use in this Registration Statement on Form S-1 of Carbon Black, Inc. of our report dated July 13, 2016, relating to the financial statements of Confer Technologies, Inc., appearing in the Prospectus, which is part of this Registration Statement.

        We also consent to the reference of our firm under the heading "Experts" in such Registration Statement.

/s/ RSM US LLP

Boston, Massachusetts
April 9, 2018

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Exhibit 23.3

EX-99.1

Exhibit 99.1

Consent of MRG Effitas Ltd.

We hereby consent to the use of our name and our efficacy assessment report in the Registration Statement on Form S-1 (together with any amendments or supplements thereto) to be filed by Carbon Black, Inc. a Delaware corporation, and in the prospectus contained therein.

Dated: March 3rd, 2018

MRG EFFITAS LTD.
By:	/s/ Sveta Miladinov
Name:	Sveta Miladinov
Title:	CEO