S-1

As filed with the Securities and Exchange Commission on December 28, 2016

Registration No. 333-             

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

APPDYNAMICS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	7372	26-2357316
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

303 Second Street

North Tower, 8th Floor

San Francisco, California 94107

(415) 442-8400

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

David Wadhwani

President and Chief Executive Officer

AppDynamics, Inc.

303 Second Street

North Tower, 8th Floor

San Francisco, California 94107

(415) 442-8400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey D. Saper David J. Segre Jon C. Avina Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 Daniel J. Wright Senior Vice President and General Counsel AppDynamics, Inc. 303 Second Street North Tower, 8th Floor San Francisco, California 94107 (415) 442-8400 Richard A. Kline Rezwan D. Pavri Goodwin Procter LLP 135 Commonwealth Drive Menlo Park, California 94025 (650) 752-3100

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

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.  ☐

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

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.  ☐

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.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒  (do not check if a smaller reporting company)	Smaller reporting company	☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common Stock, par value $0.001 per share	$100,000,000	$11,590

(1) Includes offering price of any additional shares that the underwriters have the option to purchase.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

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 preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated             , 2016.

             Shares

Common Stock

This is an initial public offering of shares of common stock of AppDynamics, Inc.

Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $             and $            . We have applied to list our common stock on The NASDAQ Global Select Market under the symbol “APPD.”

In a concurrent private placement, certain current existing stockholders, including General Atlantic (AD), L.P., Adage Capital Partners, LP and Altimeter Partners Fund, L.P., have indicated an interest in purchasing up to an aggregate of          shares of our common stock, based on a purchase price of $         per share, which is the midpoint of the estimated offering price range. Such indications of interest are non-binding and the investors may ultimately elect not to purchase any shares in the concurrent private placement. See the section titled “Description of Capital Stock—Allocation Agreements and Concurrent Private Placement” for additional information.

We are an “emerging growth company” as defined under the federal securities laws and are subject to reduced public company reporting requirements.

Investing in our common stock involves risks. See the section titled “Risk Factors” on page 16 to read about factors you should consider before buying shares of the common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount(1)	$	$
Proceeds, before expenses, to us	$	$

^{(1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters.}

To the extent that the underwriters sell more than              shares of common stock, the underwriters have the option to purchase up to an additional              shares from us at the initial public offering price, less the underwriting discount.

The underwriters expect to deliver the shares of our common stock against payment in New York, New York on             , 2016.

Morgan Stanley	Goldman, Sachs & Co.	J.P. Morgan
Barclays	UBS Investment Bank	Wells Fargo Securities
William Blair		JMP Securities

Prospectus dated             , 2016

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		16
Special Note Regarding Forward-Looking Statements		51
Industry and Market Data		53
Use of Proceeds		55
Dividend Policy		56
Capitalization		57
Dilution		60
Selected Consolidated Financial Data		63
Management’s Discussion and Analysis of Financial Condition and Results of Operations		67
Business		110
Management		127
Executive Compensation		136
Certain Relationships and Related Party Transactions		148
Principal Stockholders		152
Description of Capital Stock		155
Shares Eligible for Future Sale		161
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock		164
Underwriting		168
Legal Matters		173
Experts		173
Where You Can Find Additional Information		173
Index to Consolidated Financial Statements		F-1

Through and including             , 2017 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we nor the underwriters have authorized anyone to provide you with information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and 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 its date.

For investors outside 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. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

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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,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “AppDynamics,” “our company,” “we,” “us” and “our” in this prospectus refer to AppDynamics, Inc. and its consolidated subsidiaries.

Overview

We offer an innovative, enterprise-grade application intelligence software platform that is uniquely positioned to enable enterprises to accelerate their digital transformations by actively monitoring, analyzing and optimizing complex application environments at scale. Our integrated suite of applications monitors the performance of software applications and IT infrastructures, down to the underlying code, and automatically correlates them into logical “business transactions,” such as booking a flight in a web browser, transferring money on a mobile device, getting directions through a car’s navigation system or locating physical goods in an inventory system. Real-time information about the performance of these business transactions provides our customers with actionable insights into their end-user experiences, the activities required to improve them and the business outcomes associated with them. Our integrated suite of applications enables our customers to make faster decisions that enhance end-user engagement and improve operational and business performance.

In the current digital era, where applications serve as the primary means to engage customers and increase employee productivity, software has become mission critical to an enterprise’s success. Enterprises are under increasing pressure to accelerate innovation in order to compete effectively. Enterprises need to emphasize speed of innovation and rapid deployment, while operating increasingly complex software application and IT infrastructure environments. This combination of increased velocity and IT complexity regularly impacts the reliability and performance of an enterprise’s software applications and the quality of its end users’ experiences, which in turn can adversely affect its business results and brand.

Organizations have historically deployed legacy IT operations management (ITOM) products, including those that address application performance monitoring (APM), database management systems (DBMS), log management and network management, to monitor and manage their software applications and underlying IT infrastructures. These legacy offerings are often resource-intensive, expensive and generally incapable of supporting complex, modern software applications and IT architectures, such as cloud and hybrid deployments, production-first software environments and microservices. Given the complexity, cost and performance limitations of these traditional approaches, enterprises need a unified application intelligence solution to monitor, analyze and optimize their software and IT environments in real time and at scale.

We deploy self-configuring software agents into our customers’ software application and IT infrastructure environments across their cloud, on-premises and hybrid deployments. These agents work together to rapidly discover and provide a unified, end-to-end view of our customers’ environments. Our platform then automatically maps business transactions at the code level of the underlying software applications. We then utilize machine learning to create dynamic baselines by determining the normal behavior of individual software applications and business transactions, thereby enabling our customers to automatically detect deviations from these norms. By providing visibility into and dynamically baselining the performance of business transactions in addition to underlying services, we enable our customers to align the objectives of their business, product development and IT operations teams. This provides our customers with a unified, real-time view into software

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application and IT infrastructure performance, the quality of their end users’ experiences and the resulting impact on their businesses and brands.

Our platform processes and analyzes trillions of metrics each month and has been purpose built to address the complex needs of the world’s largest enterprises. Our integrated suite of applications includes our Application Performance Management, End-User Monitoring and Infrastructure Visibility applications, as well as a range of underlying product modules. We offer a full range of deployment options across most of our applications, including public cloud providers, such as Amazon Web Services (AWS) and Microsoft Azure, on-premises and hybrid approaches. We deliver the same core platform irrespective of the deployment option chosen, which helps ensure that our applications align with the needs of our customers. Further, our applications can be quickly and easily deployed by our customers without the need for extensive professional services. While our larger customers tend to purchase more professional services from us to address the needs of their larger and more complex enterprise software application and IT infrastructure environments, our self-configuring platform and smart code instrumentation enable our applications to be easily deployed, configured and managed at scale in such environments.

We target mid- to large-size organizations worldwide, such as Global 2000 companies, through our direct sales efforts as well as a network of distributors, resellers and managed service providers. As of October 31, 2016, we had approximately 1,975 customers, including over 275 of the Global 2000, located in over 50 countries across every major industry.

We have grown rapidly in recent periods. Our revenues for the fiscal years ended January 31, 2014, 2015 and 2016 were $23.6 million, $81.9 million and $150.6 million, respectively, representing year-over-year growth of 247% and 84%. For the nine months ended October 31, 2015 and 2016, our revenues were $102.8 million and $158.4 million, respectively, representing year-over-year growth of 54%. Our billings, which consists of our total revenues plus the change in our deferred revenue, for the fiscal years ended January 31, 2014, 2015 and 2016 were $62.1 million, $140.2 million and $258.5 million, respectively, representing year-over-year growth of 126% and 84%. For the nine months ended October 31, 2015 and 2016, our billings were $164.7 million and $237.0 million, respectively, representing year-over-year growth of 44%. Our cash provided by (used in) operating activities was $(25.0) million, $(34.8) million and $(32.5) million for the fiscal years ended January 31, 2014, 2015 and 2016, respectively, and $(39.7) million and $(2.2) million for the nine months ended October 31, 2015 and 2016, respectively. Our free cash flow was $(32.3) million, $(36.6) million and $(41.8) million for the fiscal years ended January 31, 2014, 2015 and 2016, respectively, and $(47.4) million and $(7.8) million for the nine months ended October 31, 2015 and 2016, respectively. We incurred net losses of $68.3 million, $94.2 million and $134.1 million in the fiscal years ended January 31, 2014, 2015 and 2016, respectively, and $92.4 million and $95.1 million in the nine months ended October 31, 2015 and 2016, respectively. See the section titled “Selected Consolidated Financial Data—Reconciliation of Non-GAAP Financial Measures” for information regarding the limitations of using billings and free cash flow as a financial measure and for a reconciliation of billings to revenue and free cash flow to cash provided by (used in) operating activities, the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (GAAP).

Industry Background

Powerful trends are transforming the ways that enterprises manage their software application environments and underlying IT infrastructures and interact with customers. These trends include:

Enterprises are Undergoing Digital Transformations. Businesses today are increasingly dependent on software to drive their success as they grow their digital presence. Companies across all major industries worldwide, including traditional brick-and-mortar industries, such as retail, financial services and manufacturing, are

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undergoing digital transformations in which their software applications are becoming synonymous with their businesses and brands. Due to increasing user demands, businesses are under heightened pressure to ensure peak software application performance and provide high-quality user experiences at all times. The stakes of successfully navigating a digital transformation are high and software application and IT infrastructure performance issues can have significant costs in terms of lost revenue and market share, and, as a result, enterprises are increasing their investments in digital transformations.

IT Investments are Moving to Customer-Facing Software Applications. IT investments have historically focused on systems of record such as enterprise resource planning software. However, the increasing importance of software applications as the core channel for businesses to engage their customers, partners, employees and other stakeholders is shifting the view of IT departments from a back-office, service organization to one of a company’s centers of innovation and is leading to increased investments in new strategic software application projects such as customer-facing software. With a direct channel to end users, brands are increasingly becoming defined by their customer-facing software applications.

Velocity is Critical. Traditionally, software was developed slowly with large changes occurring at each cycle and subjected to rigorous testing before its release to end users. This approach is becoming increasingly untenable as businesses in every major industry need to rapidly innovate and require more agile development methods and shorter development cycles to do so, or they risk being at a competitive disadvantage. This focus on velocity is leading more and more enterprises to move to production-first software environments, in which software updates are deployed incrementally to end users with limited testing, as well as greater adoption of APIs and microservices. Such environments allow enterprises to obtain immediate end-user feedback and test potential new business strategies in real time in order to improve end-user experiences and achieve better business results at scale.

Accelerating IT Complexity. Enterprises typically run a complex network of business-critical software applications, each of which can have hundreds of interdependent components and millions of lines of code. This already complex environment is further complicated by an increasing number of development languages, frameworks and methodologies, the need for customer-facing software applications to be architected to scale to support millions of end users, the variety of deployment options, greater adoption of microservices, APIs and containerization as well as infrastructure-as-a-service and platform-as-a-service solutions, and the rise of agile development. As more business processes are executed through software applications, and as the number of connected devices and the amount of code and data multiplies, the complexity and scale of digital information and customer interactions are growing exponentially.

Legacy Approaches Fail to Address the Needs of Modern Enterprises

Organizations have historically deployed legacy ITOM products to monitor and manage their software applications and underlying IT infrastructures. Such products are often resource-intensive, expensive and generally incapable of supporting complex, modern software applications and IT architectures, such as cloud and hybrid deployments, production-first software environments and microservices. These approaches also typically lack the ability to gather and analyze data in real time and are difficult to integrate. Moreover, enterprises have historically treated ITOM and business analytics as distinct solutions creating a lack of alignment between an enterprise’s business, product development and IT operations.

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Enterprise Needs Driving Adoption of Application Intelligence

Enterprises need a unified application intelligence solution to monitor, analyze and optimize their software applications and IT infrastructures in real time in order to make better, faster decisions that improve end-user experiences and business results at scale. An enterprise-grade application intelligence solution must:

• Monitor performance in real time. Enterprises need a solution that provides visibility into software application and IT infrastructure performance in real time to better inform business and operational decisions at competitive velocity.

• Implement quickly and scale easily. Enterprises require an application intelligence solution that can facilitate integrating new technologies, IT architectures and development languages, as well as be implemented quickly and easily, migrated rapidly and scale as the enterprise grows while minimizing the need for maintenance.

• Understand and track business processes. Enterprises need to align the objectives of their business, product development and IT operations teams by focusing them on the success of the overall business process instead of the performance of individual services.

• Present unified, comprehensive visibility. Enterprises need a unified solution with a common user interface, architecture and data model that provides a centralized view of the varied software, hardware and network services utilized in every business process.

• Diagnose performance issues in production without negatively impacting end-user experiences. As enterprises move to production-first software environments, they require a solution that deeply diagnoses performance issues without undermining performance when deployed in such environments, in addition to being able to analyze issues during pre-production phases.

• Correlate software application performance to business results. Enterprises need a solution that not only identifies software application and IT infrastructure performance issues but provides visibility and context into how those performance issues are impacting the broader business in order to enable business, product development and IT operations teams to make better, more informed decisions in real time.

• Analyze massive data sets quickly. Enterprises need a solution with automated diagnostic capabilities that is able to quickly and efficiently ingest, process and analyze massive amounts of data in real time.

• Satisfy increasing regulatory and compliance needs. In order to face a myriad of regulatory and compliance requirements, enterprises need a solution that can be deployed in the cloud, on-premises or using a hybrid cloud approach and provides transaction audit trails and the ability to implement strict user and data access controls.

Our Opportunity

Our application intelligence software platform replaces legacy products across various well-established categories of IT spending. According to Gartner, the IT operations market in 2016 is expected to be $23.0 billion, and the business intelligence and analytics market is expected to be $17.1 billion, resulting in a total addressable market (TAM) of $40.1 billion in 2016, and is expected to grow at 7.6% annually to $53.8 billion in 2020. We believe we currently address a significant portion of those markets.

We internally estimate that the TAM for our solution is approximately $12 billion. We calculated this figure using the total number of global companies with greater than $50 million in annual revenue in 2015, which we determined by referencing certain independent industry data from S&P Global Market Intelligence, for each industry in which we currently serve customers. We then multiplied the total number of companies for each such

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industry by our industry-specific average recurring contract value for customers as of October 31, 2016, which we calculated by adding the aggregate annual recurring contract value from all existing customers within each industry and dividing the total by the number of our existing customers in each such industry. We then normalized our internal TAM estimate for our recurring and non-recurring revenue mix by applying a conservative estimate that is significantly below our past experience.

Our Solution

Our solution is offered as an integrated suite of software application and IT infrastructure monitoring and analytics products comprised of three key applications and built on our application intelligence software platform. Our solution is uniquely positioned to enable enterprises to accelerate their digital transformations by actively monitoring, analyzing and optimizing complex application environments at scale. Our key applications are Application Performance Management, End-User Monitoring and Infrastructure Visibility.

Our solution uniquely addresses the enterprise needs stated above by:

• Monitoring software application and IT infrastructure performance in real time. Using smart-code instrumentation, our solution enables our customers to monitor their software application and IT infrastructure environments in real time and automatically collect relevant data to provide actionable insights into IT operations and business outcomes.

• Being easy to deploy, configure and manage at scale. Our solution addresses the unique size, scale and infrastructure complexity challenges faced by the world’s largest enterprises. Our solution can be easily deployed, configured and managed at scale, thereby creating fast time to value.

• Auto-discovering and following business transactions. We allow enterprises to view the performance of their software applications and IT infrastructures through the lens of a business transaction by monitoring and analyzing all code execution to automatically discover business transactions. This provides enterprises with a powerful way to assess code performance and its impact on business activities as well as drive better cross-team collaboration by providing a single view that is relevant to business, product development and IT operations personnel. This empowers our customers to rapidly identify and isolate the root cause of performance issues, minimize the impact on end users and maximize their business outcomes.

• Providing a unified, end-to-end view of customer environments. Our platform offers a consistent, intuitive user interface and allows our customers’ business, product development and IT operations personnel to view and understand their end-to-end software application and IT infrastructure performance, the quality of their end users’ experiences and their business performance all through a single pane of glass.

• Diagnosing performance issues in production-first environments quickly, with low overhead. Our integrated suite of applications is able to operate in production-first environments at scale with robust monitoring and low overhead, allowing our customers to diagnose the root cause of performance issues quickly with minimal impact on performance.

• Understanding the business context of software application performance. Our approach to unified monitoring combined with our focus on business transactions gives our customers real-time insights, which when paired with Business iQ, one of our intelligence performance engines, empowers our customers to make quicker decisions that drive real and measurable improvements to their business.

• Analyzing massive data sets quickly. Our platform leverages machine learning to glean insights from massive data sets in real time to drill down to the root cause of performance issues and the business impact of such issues faster while providing suggestions for remediation.

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• Navigating increasingly complex compliance and regulatory environments. We offer our customers a full range of deployment options across most of our applications, including public cloud providers, on-premises and hybrid approaches to meet their regulatory and compliance needs.

Growth Strategy

Key elements to our growth strategy include:

• Rapid and continued innovation. We intend to continue to invest in our research and development efforts on enhancing the functionality, breadth and scalability of our integrated suite of applications and underlying platform, addressing new use cases and developing additional, innovative monitoring and analytics technologies.

• Helping more enterprises digitally transform. We intend to reach additional customers as well as further penetrate the industry verticals we currently address by expanding our worldwide sales and marketing capabilities.

• Expanding our footprint across the enterprise. Many of our customers initially deploy one or more of our applications in specific groups or departments or to monitor specific applications. After realizing the benefits of our applications, many customers then broaden their deployment across the enterprise. We intend to devote additional sales and marketing resources to drive increased adoption within and across our existing customers.

• Selling additional applications to our existing customers. After initially deploying our applications for a specific use case, predominantly APM, many of our customers often purchase incremental offerings from us to address new software application and IT infrastructure monitoring and analytics needs. We plan to continue to pursue cross-selling opportunities within our diverse, worldwide customer base.

• Enhancing our strategic partner ecosystem. We will continue to seek potential strategic partnership opportunities that expand the capabilities and use cases of our integrated suite of applications, augment our sales reach, and broaden and complement our professional services and customer support capabilities.

Risks Affecting Us

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors.” These risks include, but are not limited to, the following:

• We have incurred significant operating losses in the past, and as our expenses increase, we may not be able to generate sufficient revenue to achieve and sustain profitability;

• We have a limited operating history and our current management team has only worked together for a limited period of time, which makes it difficult to evaluate our future prospects;

• Market adoption of application intelligence solutions is new and unproven and may not grow;

• Our business is dependent on overall demand for application intelligence solutions;

• We face significant competition which may adversely affect our ability to add new customers, retain existing customers and grow our business;

• If our customers do not expand their use of our applications or renew their existing contracts with us, our ability to grow our business and improve our operating results and financial condition may be adversely affected;

• We have made significant investments in recent periods, and intend to continue to invest, to support our growth, and these investments may achieve delayed or lower than expected benefits;

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• If we cannot successfully execute on our strategy and continue to develop and effectively market applications that anticipate and respond to the needs of our customers, our business, operating results and financial condition may suffer;

• If our enterprise resource planning system proves ineffective, or we experience issues with our intended transition to a new system, we may be unable to timely or accurately prepare financial reports, make payments to our suppliers and employees, or invoice and collect from our customers;

• Our quarterly and annual operating results may vary significantly and may be difficult to predict;

• We expect our revenue mix to vary over time, which could harm our gross margin and operating results;

• We rely on revenue from subscription and service contracts, and because we recognize revenue from such contracts over the term of the relevant subscription or service period, down turns or up turns in our billings are not immediately reflected in full in our operating results;

• Incorrect deployment, implementation or use of our applications or any errors, failures or bugs in our applications could result in customer dissatisfaction and negatively affect our business, operating results and growth prospects; and

• Our success depends, in part, on the integrity, scalability and security of our systems and infrastructure.

Corporate Information

We were incorporated in Delaware on April 1, 2008 under the name Singularity Technologies, Inc., and we changed our name to AppDynamics, Inc. on August 17, 2009. Our principal executive offices are located at 303 Second Street, North Tower, 8th Floor, San Francisco, California 94107, and our telephone number is (415) 442-8400. Our website address is www.appdynamics.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

The AppDynamics design logo and the mark “AppDynamics” are the property of AppDynamics, Inc. This prospectus contains additional trade names, trademarks and service marks of other companies which are the property of their respective holders.

Emerging Growth Company

The Jumpstart Our Business Startups Act (the JOBS Act), was enacted in April 2012 with the intention of encouraging capital formation in the United States and reducing the regulatory burden on newly public companies that qualify as “emerging growth companies.” We are an emerging growth company within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of certain exemptions from various public reporting requirements, including the requirement that our internal control over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), certain requirements related to the disclosure of executive compensation in this prospectus and in our periodic reports and proxy statements and the requirement that we hold a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an emerging growth company.

In addition, the JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

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We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.0 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

See the section titled “Risk Factors—Risks Related to Our Common Stock and this Offering—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” for certain risks related to our status as an emerging growth company.

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THE OFFERING

Common stock offered by us              shares

Common stock to be sold in the concurrent private placement              shares

Common stock to be outstanding after this offering and the concurrent private placement              shares

Option to purchase additional shares of
common stock from us We have granted the underwriters an 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 our sale of              shares of common stock in this offering, excluding the proceeds from the concurrent private placement, will be approximately $         million, or $         million if the underwriters exercise their option to purchase additional shares in full, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range reflected on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions from this offering and estimated offering expenses payable by us. Our proceeds from the sale of common shares in the concurrent private placement will be approximately $         million, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range reflected on the cover page of this prospectus.

We intend to use a portion of the net proceeds from this offering and the concurrent private placement to fully repay our term loan under our credit facility, which, as of October 31, 2016, had an outstanding balance of $20.0 million, and to pay a cash fee owed to our lender under our credit facility that will become due as a result of the completion of this offering, which, as of October 31, 2016, we estimated to be $1.5 million. We also may use a portion of the net proceeds to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs) held by certain of our employees which will begin to vest upon expiration of the lock-up period applicable to this offering. We expect to use the remaining net proceeds for general corporate purposes, including working capital. We may also use a portion of the net proceeds to acquire or invest in complementary businesses, technologies or assets. See the section titled “Use of Proceeds” for additional information.

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Concurrent private placement Pursuant to existing allocation agreements with General Atlantic, Adage Capital Partners and Altimeter Partners, we have granted such investors the right, but not the obligation, to purchase shares of common stock from us, at the same per share purchase price as the assumed initial public offering price, in a private placement concurrent to this offering.

The shares of our common stock, if any, issued in the concurrent private placement will be offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506 promulgated thereunder. See the section titled “Description of Capital Stock—Allocation Agreements and Concurrent Private Placement” for additional information.

Concentration of ownership Upon completion of this offering and the concurrent private placement, our executive officers, directors and 5% stockholders and their affiliates will beneficially own, in the aggregate, approximately     % of our outstanding capital stock.

Proposed NASDAQ trading symbol “APPD”

The number of shares of common stock that will be outstanding after this offering and the concurrent private placement is based on 108,569,006 shares of common stock (including redeemable convertible preferred stock on an as-converted basis) outstanding as of October 31, 2016, and excludes:

• 14,027,005 shares of common stock issuable upon the exercise of options to purchase common stock under our 2008 Stock Plan (2008 Plan) that were outstanding as of October 31, 2016, with a weighted-average exercise price of $3.48 per share;

• 21,638,623 shares of common stock issuable upon the vesting of RSUs under our 2008 Plan that were outstanding as of October 31, 2016;

• 42,500 shares of common stock issuable upon the exercise of options to purchase common stock under our 2008 Plan that were granted after October 31, 2016, with an exercise price of $12.70 per share;

• 1,032,866 shares of common stock issuable upon the vesting of RSUs under our 2008 Plan that were granted after October 31, 2016;

• 201,636 shares of common stock issuable upon the exercise of warrants outstanding as of October 31, 2016, with an exercise price of $1.60 per share;

•              additional shares of common stock, subject to increase on an annual basis, reserved for future issuance under our 2017 Equity Incentive Plan (2017 Plan), which will become effective one business day prior to the effectiveness of the registration statement of which this prospectus forms a part, at which time we will cease granting awards under our 2008 Plan; and

•              additional shares of common stock, subject to increase on an annual basis, reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective one business day prior to the effectiveness of the registration statement of which this prospectus forms a part.

Our 2017 Plan will provide for annual automatic increases in the number of shares reserved thereunder and also will provide for increases to the number of shares of common stock that may be granted thereunder based on shares underlying any awards under our 2008 Plan that expire, are forfeited or are otherwise terminated, as more fully described in the section titled “Executive Compensation—Employee Benefits and Stock Plans.”

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Except as otherwise indicated, all information in this prospectus reflects and assumes the following:

• the filing and effectiveness of our amended and restated certificate of incorporation in Delaware and the adoption of our amended and restated bylaws, each of which will occur in connection with the completion of this offering;

• the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 74,656,115 shares of common stock immediately prior to the completion of this offering;

• no exercise of outstanding options or warrants or the settlement of outstanding RSUs subsequent to October 31, 2016;

• the issuance and sale by us in the concurrent private placement of             shares of common stock to certain existing investors, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus; and

• no exercise of the underwriters’ option to purchase up to an additional              shares from us in this offering.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables summarize our historical consolidated financial data. We have derived the consolidated statements of operations data for the fiscal years ended January 31, 2014, 2015 and 2016 from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statements of operations data for the nine months ended October 31, 2015 and 2016 and the consolidated balance sheet data as of October 31, 2016 are derived from our unaudited consolidated financial statements that are included elsewhere in this prospectus. We have prepared the unaudited consolidated financial statements on the same basis as the audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial information set forth in those statements. Our historical results are not necessarily indicative of the results we expect in the future, and our interim results are not necessarily indicative of the results we expect for the full fiscal year or any other period. The following summary of consolidated financial data should be read 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 included elsewhere in this prospectus.

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenues:
Subscription	$	18,946		$	42,971		$	87,251		$	60,605		$	110,086
License		3,682			33,954			51,516			34,801			32,608
Professional services and other		972			4,940			11,825			7,384			15,733
Total revenues		23,600			81,865			150,592			102,790			158,427
Cost of revenues:
Subscription(1)		6,393			9,884			19,801			13,959			16,980
License		69			284			565			381			648
Professional services and other(1)		4,807			8,478			18,347			12,399			21,061
Total cost of revenues		11,269			18,646			38,713			26,739			38,689
Gross profit		12,331			63,219			111,879			76,051			119,738
Operating expenses:
Sales and marketing(1)		49,497			85,920			132,297			89,379			118,303
Research and development(1)		21,719			34,072			57,743			42,505			51,499
General and administrative(1)(2)		8,398			33,233			48,563			32,937			37,802
Total operating expenses		79,614			153,225			238,603			164,821			207,604
Operating loss		(67,283	)		(90,006	)		(126,724	)		(88,770	)		(87,866	)
Interest expense		(128	)		(1,958	)		(3,258	)		(2,173	)		(3,019	)
Other income (expense), net		(466	)		(1,999	)		(2,968	)		(872	)		(2,682	)
Loss before income taxes		(67,877	)		(93,963	)		(132,950	)		(91,815	)		(93,567	)
Provision for income taxes		461			284			1,109			581			1,510
Net loss	$	(68,338	)	$	(94,247	)	$	(134,059	)	$	(92,396	)	$	(95,077	)
Net loss per share, basic and diluted(3)	$	(3.43	)	$	(3.96	)	$	(4.85	)	$	(3.40	)	$	(3.16	)
Weighted-average shares outstanding used in calculating net loss per share, basic and diluted(3)		19,932			23,781			27,657			27,173			30,115
Pro forma net loss per share, basic and diluted(3)							$						$
Pro forma weighted-average shares outstanding used in calculating net loss per share, basic and diluted(3)

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(1) Includes stock-based compensation expense as follows:

	Year Ended January 31,						Nine Months Ended October 31,
	2014		2015		2016		2015		2016
	(in thousands)
Cost of subscription revenue	$	159	$	345	$	874	$	660	$	394
Cost of professional services and other revenue		73		165		598		333		518
Sales and marketing		2,323		3,581		4,819		3,393		2,939
Research and development		753		1,393		3,185		2,283		2,172
General and administrative(a)		346		2,569		11,918		9,684		(2,341	)
Total stock-based compensation expense	$	3,654	$	8,053	$	21,394	$	16,353	$	3,682

(a) During the nine months ended October 31, 2016, we reversed $5.6 million of previously recognized stock-based compensation expense related to the unvested portion of certain awards that were cancelled upon one of our executive’s resignation from employment with us.

(2) General and administrative expense for the year ended January 31, 2015 includes $10.0 million related to a one-time litigation settlement.

(3) See Note 11 of the notes to our consolidated financial statements for a description of how we calculate net loss per share, basic and diluted, and pro forma net loss per share, basic and diluted.

	As of October 31, 2016
	Actual			Pro Forma(1)	Pro Forma As Adjusted(2)(3)(4)
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and marketable securities	$	141,959		$	$
Working capital (deficit)		(3,527	)
Total assets		277,506
Deferred revenue		301,553
Long-term debt, including current maturities		22,604
Redeemable convertible preferred stock		310,147
Total stockholders’ deficit		(406,781	)

(1) The pro forma column in the consolidated balance sheet data table above reflects the automatic conversion of all outstanding shares of our redeemable convertible preferred stock as of October 31, 2016 into an aggregate of 74,656,115 shares of common stock which conversion will occur immediately prior to the completion of this offering.

(2) The pro forma as adjusted column gives effect to (i) the pro forma adjustments set forth above, (ii) the receipt of $         million in proceeds from the sale and issuance by us of                  shares of common stock offered by this prospectus at an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions from this offering and estimated offering expenses payable by us and (iii) our use of a portion of our net proceeds of this offering to fully repay our term loan under our credit facility, which had an outstanding balance of $20.0 million as of October 31, 2016, and pay a cash fee owed to our lender under our credit facility that will become due as a result of the completion of this offering which, as of October 31, 2016, we estimated to be $1.5 million.

(3) If we sell                  shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, our pro forma as adjusted cash and cash equivalents, working

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capital, total assets and total stockholders’ deficit would increase or decrease, as applicable, by $         million.

(4) Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the cash and cash equivalents, working capital, total assets and total stockholders’ deficit by $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, assuming that we sell                  shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions from this offering. The pro forma as adjusted information presented in the 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.

Key Metrics

We monitor the following key non-GAAP financial and operating metrics to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. In addition to our results determined in accordance with GAAP we believe the following non-GAAP financial and operating metrics are useful in evaluating our operating performance.

Dollar-Based Net Retention Rate. We believe that dollar-based net retention rate is a key metric to measure the long-term value of our customer relationships and is driven by our ability to retain and expand the recurring revenue generated from our existing customers. Our dollar-based net retention rate compares the recurring contract value from the same set of customers across comparable periods. Given the repeat buying pattern of our customers and the average term of our contracts, we measure this metric over a set of customers who have been with us for at least one full year. To calculate our dollar-based net retention rate for a particular trailing 12-month period, we first establish the recurring contract value for the previous trailing 12-month period. This effectively represents recurring dollars that we should expect in the current trailing 12-month period from the cohort of customers from the previous trailing 12-month period without any expansion or contraction. We subsequently measure the recurring contract value in the current trailing 12-month period from the cohort of customers from the previous trailing 12-month period. Dollar-based net retention rate is then calculated by dividing the aggregate recurring contract value in the current trailing 12-month period by the previous trailing 12-month period. Recurring contracts are time-based arrangements for subscriptions and do not include perpetual license or professional services arrangements.

Our dollar-based net retention rates were as follows:

	Trailing 12 Months Ended January 31,									Trailing 12 Months Ended October 31,
	2014			2015			2016			2015			2016
Dollar-based net retention rate		121	%		134	%		123	%		122	%		127	%

Free Cash Flow. Free cash flow is a non-GAAP financial measure that we calculate as net cash (used in) provided by operating activities less purchases of property and equipment. We believe that free cash flow is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our core operations that, after the purchases of property and equipment, can be used for strategic initiatives, including investing in our business, making strategic acquisitions, and strengthening our balance sheet. See the section titled “Selected Consolidated Financial Data—Reconciliation of Non-GAAP Financial Measures” for information regarding the limitations of using free cash flow as a financial measure and for a

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reconciliation of free cash flow to cash provided by (used in) operating activities, the most directly comparable financial measure calculated in accordance with GAAP.

Our free cash flows were as follows:

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
	(in thousands)
Free cash flow	$	(32,324	)	$	(36,611	)	$	(41,838	)	$	(47,429	)	$	(7,768	)

Billings. Given that we generally bill our customers at the time of sale, but typically recognize a majority of the related revenue ratably over time, we use billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. Billings consists of our total revenues plus the change in our deferred revenue in a given period. Billings reflects sales to new customers plus subscription renewals and additional sales to existing customers. For subscriptions, which we define as time-based licenses and associated maintenance and support, software-as-a-service (SaaS) subscriptions and associated maintenance and support and hosting services, and software maintenance and support associated with perpetual licenses, we typically invoice our customers at the beginning of the term, in multi-year, annual, quarterly or monthly installments, as applicable. Only amounts invoiced to a customer in a given period are included in billings. While we believe that billings provides valuable insight into the cash that will be generated from sales of our applications and services, this metric may vary from period-to-period for a number of reasons, and therefore has a number of limitations as a quarter to quarter or year-over-year comparative measure. These reasons include, but are not limited to, (i) a variety of customer contractual terms could result in some periods having a higher proportion of multi-year time-based licenses than other periods, (ii) as we experience an increasing number of larger sales transactions, the timing of executing these larger transactions has and will continue to vary, with some transactions occurring in quarters subsequent to or in advance of those that we anticipated and (iii) fluctuations in payment terms affecting the billings recognized in a particular period. See the section titled “Selected Consolidated Financial Data—Reconciliation of Non-GAAP Financial Measures” for information regarding the limitations of using billings as a financial measure and for a reconciliation of billings to revenue, the most directly comparable financial measure calculated in accordance with GAAP.

Our billings were as follows:

	Year Ended January 31,						Nine Months Ended October 31,
	2014		2015		2016		2015		2016
	(in thousands)
Billings	$	62,053	$	140,178	$	258,536	$	164,661	$	236,963

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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, before making a decision to invest in our common stock. The risks and uncertainties described below may not be the only ones we face. If any of the risks actually occur, our business, operating results, financial condition and prospects could be materially and adversely affected. In that event, the market price of our common stock could decline, and you could lose all or part of your investment.

Risks Related to Our Business

We have incurred significant operating losses in the past, and as our expenses increase, we may not be able to generate sufficient revenue to achieve and sustain profitability.

We have incurred significant net losses in each year since our inception, including net losses of $68.3 million, $94.2 million and $134.1 million in the fiscal years ended January 31, 2014, 2015 and 2016, respectively. For the nine months ended October 31, 2015 and 2016, our net losses were $92.4 million and $95.1 million, respectively. As a result, we had an accumulated deficit of $476.8 million as of October 31, 2016. We expect our operating expenses to increase over the next several years as we continue to expend substantial financial resources on, among other things: research and development, including the development of new applications and application enhancements; sales and marketing, including increasing our product and brand awareness; customer support and professional services; upgrades to our technology infrastructure, such as improvements to our SaaS architecture; and hiring of additional employees. The return on these investments, if any, will only be realized over time and may not result in increased revenue commensurate with increases in our expenses, or at all.

In addition, as a result of becoming a public company, we will incur significant additional legal, accounting and other expenses that we did not incur as a private company. We expect that our revenue growth rate will decline in the future as a result of a variety of factors, including the maturation of our business. If we are unable to maintain adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future and may not be able to achieve and sustain profitability. If we fail to achieve and sustain profitability, our business, operating results and financial condition will be harmed.

We have a limited operating history, which makes it difficult to evaluate our future prospects and increases the risk of your investment.

We were founded in April 2008 and launched our first product in September 2009. Therefore, we have a limited operating history which makes it difficult to effectively assess or forecast our future operating results, and subjects us to a number of uncertainties, including our ability to plan for and predict future growth. Our historical revenue growth should not be considered indicative of our future performance. In addition, our current management team has limited history with us. For example, David Wadhwani, our President and Chief Executive Officer, has only been serving in those roles since September 2015, and a number of other members of our senior management team have only been with us serving in such roles for a relatively short period of time, including our Chief Financial Officer – Randy Gottfried, our Chief Marketing Officer – Kendall Collins, our Chief People Officer – Susan Lovegren, Our Chief Revenue Officer – Dali Rajic, and our Senior Vice President, Customer and Strategic Operations – Danny Winokur. We have encountered and will continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, including the risks described in this prospectus. You should carefully consider our business and prospects in light of these risks and uncertainties. These risks and uncertainties include our ability to, among other things:

• maintain and expand our customer base;

• successfully develop and introduce new applications and application enhancements;

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• successfully compete with other companies that are currently in, or may in the future enter, the markets in which we compete;

• increase sales to new and existing customers;

• increase awareness of our company, our applications and our brand;

• continue to enhance and improve our innovative, enterprise-grade application intelligence software platform that can efficiently and reliably provide enterprises with a unified application intelligence solution;

• avoid interruptions or disruptions in our service or performance degradation for our applications;

• anticipate unforeseen expenses;

• anticipate any significant changes in the competitive environment, including the entry of new competitors, and any related discounting of applications or services;

• successfully expand our business; and

• defend ourselves against litigation, or regulatory, intellectual property, privacy, security or other claims.

If our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not manage these risks and uncertainties successfully, our business, operating results and financial condition will be harmed. Any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market.

Market adoption of application intelligence solutions is new and unproven and may not grow as we expect, which may harm our business and prospects.

We believe our future success will depend in large part on the growth, if any, in the demand for application intelligence solutions, particularly enterprise-grade solutions. We currently target the markets for IT operations management (ITOM) and business intelligence and analytics software. It is difficult to predict customer demand for our applications, customer adoption and renewal rates, the rate at which existing customers expand their usage of our integrated suite of applications, the size and growth rate of the market for our solutions, the entry of competitive products or the success of existing competitive products. The utilization of application intelligence is still relatively new. Any expansion in our addressable market depends on a number of factors, including businesses continued and growing reliance on software applications to manage and drive critical business functions and customer interactions, the continued proliferation of mobility, large data sets, cloud computing and the Internet of Things, changes in the competitive landscape, technological and IT architecture changes, budgetary constraints of our customers and unfavorable economic conditions. If our integrated suite of applications does not achieve widespread adoption or there is a reduction in demand for application intelligence solutions caused by a lack of customer acceptance, technological challenges, competing technologies and products, decreases in corporate or IT infrastructure spending, weakening economic conditions, or other factors, it could result in reduced customer purchases, reduced renewal rates and decreased revenue, any of which will adversely affect our business, operating results and financial condition.

Our business is dependent on overall demand for application intelligence solutions and therefore reduced spending on application intelligence solutions or overall adverse economic conditions may negatively affect our business, operating results and financial condition.

Our business depends on the overall demand for application intelligence solutions, particularly demand from mid- to large-size organizations worldwide, and the purchase of our applications is often discretionary. In an economic downturn, our customers may reduce their operating or IT budgets, which could cause them to defer or forego purchases of application intelligence solutions. Customers may delay or cancel IT projects or seek to

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lower their costs by renegotiating vendor contracts. To the extent purchases of application intelligence solutions are perceived by existing customers and potential customers to be discretionary, our revenue may be disproportionately affected by delays or reductions in general IT spending. Weak global economic conditions, including the effects of the outcome of the United Kingdom’s referendum on membership in the European Union (EU), or a reduction in application intelligence spending even if general economic conditions remain unaffected, could adversely impact our business, operating results and financial condition in a number of ways, including longer sales cycles, lower prices for our applications, higher default rates among our customers and partners, reduced subscription renewals and lower billings. In addition, any negative economic effects or instability resulting from the transition to a new presidential administration in the United States, including changes in the political environment and international relations as well as resulting regulatory or tax policy changes may adversely affect our business and financial results. Furthermore, during challenging economic times our customers may face issues in gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us. If that were to occur, we may be required to increase our allowance for doubtful accounts, which will adversely affect our financial results.

As the market for application intelligence solutions is new and continues to develop, trends in spending remain unpredictable and subject to reductions due to the changing technology environment and customer needs as well as uncertainties about the future. Deterioration in the demand for application intelligence solutions, as well as economic uncertainty or an economic downturn, may harm our business, operating results and financial condition in the future.

We face significant competition which may adversely affect our ability to add new customers, retain existing customers and grow our business.

The markets in which we compete are highly competitive, fragmented, evolving, complex and defined by constantly changing technology and customer demands, and we expect competition to continue to accelerate in the future. A significant number of companies have developed or are developing products and services that currently, or in the future may, compete with some or all of our applications. This competition could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses and our failure to increase, or loss of, market share, any of which could adversely affect our business, operating results and financial condition.

We compete either directly or indirectly with system management vendors, such as BMC Software, Inc. and CA, Inc., software application performance management providers, such as Dynatrace LLC and New Relic, Inc., diversified technology companies, such as Hewlett Packard Enterprise Company and Microsoft Corporation, and ITOM, business intelligence, analytics and other point solution vendors that address a portion of the issues that we solve. In addition, we face potential competition from participants in adjacent markets that may enter our markets by leveraging related technologies and partnering with or acquiring other companies, or providing alternative approaches to provide similar results. We may also face competition from companies entering our market, which has a relatively low barrier to entry in some segments, including large technology companies which could expand their platforms or acquire one of our competitors. While these companies do not currently focus on our market, they have significantly greater financial resources and longer operating histories than we do. They may be able to devote greater resources to the development and improvement of their offerings than we can and, as a result, may be able to respond more quickly to technological changes and customers’ changing needs. Additionally, in certain limited circumstances customers may elect to build in-house solutions to address their needs, particularly the world’s largest enterprise technology companies with uniquely complex and large software application and IT infrastructure environments. Any such in-house solutions could leverage open source software, and therefore be made generally available at little or no cost.

Moreover, because our market is changing rapidly, it is possible that new entrants, especially those with substantial resources, more efficient operating models, more rapid product development cycles or lower sales and marketing costs, could introduce new products that disrupt the manner in which application intelligence addresses the needs of our existing customers and potential customers.

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Many existing and potential competitors enjoy substantial competitive advantages, such as:

• larger sales and marketing budgets and resources;

• access to larger customer bases which often provide incumbency advantages;

• broader global distribution and presence;

• greater resources to make acquisitions;

• the ability to bundle competitive offerings with other products and services;

• greater brand recognition and longer operating histories;

• lower labor and development costs;

• larger and more mature intellectual property portfolios; and

• substantially greater financial, technical, management and other resources.

These competitive pressures in our markets or our failure to compete effectively may result in fewer customers, price reductions, fewer orders, reduced revenue and gross profits and loss of market share. Any failure to meet and address these factors could materially and adversely affect our business, operating results and financial condition. In addition, some of our larger potential competitors have substantially broader product offerings and commercial relationships than we do. These competitors could incorporate additional functionality into their competing products from their wider product offerings or leverage their commercial relationships in a manner that discourages enterprises from purchasing our applications, including through selling at zero or negative margins, product bundling or closed technology platforms. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements. These established competitors may also have longer-term and more extensive relationships with our existing and potential customers that provide them with an advantage in competing for business with those customers. Further, to the extent that one of our competitors establishes or strengthens a cooperative relationship with, or acquires one or more software application performance management, data analytics, compliance and network visibility vendors, it could adversely affect our ability to compete. Our ability to compete will depend in large part on our ability to provide applications that help our customers improve their end-user experiences, compete effectively on price and ensure a high level of customer satisfaction. We may be required to make substantial additional investments in research and development and sales and marketing in order to respond to these competitive pressures, and we may not be able to compete successfully in the future.

If our customers do not expand their use of our applications beyond the current predominant use cases and organizational deployments or renew their existing contracts with us, our ability to grow our business and improve our operating results and financial condition may be adversely affected.

Our future success depends, in part, on our ability to increase the adoption of our applications within and across our existing customers and future customers. Many of our customers initially deploy one or more of our applications in specific groups or departments within their organization. In addition, many of our customers initially deploy our applications for a specific use case, predominately application performance management. Our ability to grow our business, expand our customers’ use of our applications and platform and sell additional applications depends in part on our ability to persuade customers to expand their use of our integrated suite of applications to address additional use cases, such as operational and business analytics, and additional ITOM functions, including end-user and infrastructure monitoring. If we fail to expand existing deployments or sell additional applications to our customers, our ability to grow our business and improve our operating results and financial condition will be adversely affected.

Further, existing customers generally have no contractual obligation to renew their contracts after their initial term, and given our limited operating history, we may not be able to accurately predict our renewal rates. Our

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customers may elect not to renew their subscriptions and services or to reduce the number of software agents that they deploy, thereby reducing our future billings and revenue. If our customers renew their contracts, they may renew for shorter contract lengths or on terms that are less economically beneficial to us. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including customer dissatisfaction with our pricing or our applications’ functionality, features or performance, competitors’ product offerings or in-house developed products, consolidation within our customer base, customers’ ability to continue their operations and spending levels and other factors, a number of which are beyond our control. If our customers do not renew their contracts or renew on less favorable terms, our revenue may grow more slowly than expected, if at all, and our business, operating results and financial condition will be adversely affected.

We have made significant investments in recent periods, and intend to continue to invest, to support our growth, and these investments may achieve delayed or lower than expected benefits, which could adversely affect our business, operating results and financial condition.

We have experienced, and may continue to experience, rapid growth and organizational change, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. Additionally, we continue to increase the breadth and scope of our offerings and our operations. To support this growth, and to manage any future growth effectively, we must continue to improve our IT and financial infrastructures, our operating and administrative systems and our ability to manage headcount, capital and internal processes in an efficient manner. Our organizational structure is also becoming more complex as we grow our operational, financial and management infrastructure and we must continue to improve our internal controls as well as our reporting systems and procedures. We intend to continue to invest to expand our business, including investing in research and development and sales and marketing operations, hiring additional personnel, improving our internal controls, reporting systems and procedures, and upgrading our infrastructure. If we do not achieve the benefits anticipated from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected.

If we cannot successfully execute on our strategy and continue to develop and effectively market applications that anticipate and respond to the needs of our customers, our business, operating results and financial condition may suffer.

The market for application intelligence solutions is at an early stage of development and is characterized by constant change and innovation, and we expect it to continue to rapidly evolve. Moreover, many of our customers operate in industries characterized by changing technologies and business models, which require them to develop and manage increasingly complex software application and IT infrastructure environments. Our historical success has been based on our ability to provide our customers with a unified, real-time view into software application and IT infrastructure performance, the quality of their end users’ experiences and the resulting impact on their businesses and brands. Our success has also depended upon our ability to identify, target and reach enterprises that need our applications through sales and lead generation activities and successfully convert potential customers and users of our self-service, web-based free trials of our applications to paying customers. If we do not respond to the rapidly changing needs of our customers by developing and making available on a timely basis new applications and application enhancements that can address evolving customer needs, our competitive position and business prospects will be harmed.

Additionally, the process of developing new technology is complex and uncertain, and if we fail to accurately predict customers’ changing needs and emerging technological trends, our business could be harmed. We believe that we must continue to dedicate significant resources to our research and development efforts, including significant resources to developing new applications and application enhancements before knowing whether the market will accept them. Our new applications and application enhancements could fail to attain sufficient market acceptance for many reasons, including:

• delays in releasing our new applications or application enhancements to the market;

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• the failure to accurately predict market or customer demands;

• defects, errors or failures in the design or performance of our new applications or application enhancements;

• negative publicity about the performance or effectiveness of our applications;

• the introduction or anticipated introduction of competing products by our competitors;

• poor business conditions for our customers, causing them to delay purchases; and

• the perceived value of our applications or enhancements relative to their cost.

To the extent we are not able to continue to execute on our business model to timely and effectively develop and market applications to address these challenges, our business, operating results and financial condition will be adversely affected.

There can be no assurance that we will successfully identify new opportunities, develop and bring new applications or application enhancements to market on a timely basis or achieve market acceptance of our applications, or that products and technologies developed by others will not render our integrated suite of applications obsolete or non-competitive. Further, we may make changes to our applications that our customers do not like or find useful. We may also discontinue certain features, begin to charge for certain features that are currently free or increase fees for any of our features or usage of our applications. If our new applications or application enhancements do not achieve adequate acceptance in the market, our competitive position will be impaired, our revenue may decline or grow more slowly than expected and the negative impact on our operating results may be particularly acute and we may not receive a return on our investment because of the upfront research and development, sales and marketing and other expenses we incur in connection with new applications or application enhancements.

We have begun the process of implementing a new enterprise resource planning system as well as other accounting and sales IT systems, including our system for tracking sales commissions, as part of our ongoing technology and process improvements. If these new systems prove ineffective, or if we experience issues with the transition from our current systems, we may be unable to timely or accurately prepare financial reports, make payments to our suppliers and employees, or invoice and collect from our customers.

We have begun the process of implementing a new enterprise resource planning (ERP) system as well as other accounting and sales IT systems, including our systems for tracking revenue recognition and sales commissions, as part of our ongoing technology and process improvements. Our ERP system is critical to our ability to accurately maintain books and records and prepare our financial statements. The implementation of our new ERP system and other technology and process improvements will require the investment of significant financial and human resources. In addition, we may not be able to successfully complete the full implementation of the ERP system or other accounting and sales IT systems without experiencing difficulties. Any delay in the implementation, or disruption in the upgrade, of our ERP system or other accounting and sales IT systems could adversely affect our ability to timely and accurately report financial information, including the filing of our quarterly or annual reports with the SEC. Such delay or disruption could also impact our ability to timely or accurately make payments to our suppliers and employees, and could also inhibit our ability to invoice and collect from our customers. Data integrity problems or other issues may be discovered which, if not corrected, could impact our business or financial results. In addition, we may experience periodic or prolonged disruption of our financial functions arising out of this conversion, general use of such system, other periodic upgrades or updates, or other external factors that are outside of our control. If we encounter unforeseen problems with our ERP system or other related systems and infrastructure, our business, operations, and financial results could be adversely affected.

We may also need to implement additional systems or transition to other new systems, including systems to recognize revenue in accordance with the new revenue accounting guidance, that require additional expenditures

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in order to function effectively as a public company. There can be no assurance that our implementation of additional systems or transition to new systems will be successful, or that such implementation or transition will not present unforeseen costs or demands on our management.

Our quarterly and annual operating results may vary significantly and may be difficult to predict. If we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.

Our annual and quarterly revenue and operating results have fluctuated significantly in the past and may vary significantly in the future due to a variety of factors, many of which are outside of our control. Our financial results in any one quarter may not be meaningful and should not be relied upon as indicative of future performance. If our billings, revenue or operating results fall below the expectations of investors or securities analysts in a particular quarter, or below any guidance that we may provide, the price of our common stock could decline. We may not be able to accurately predict our future billings, revenue or operating results. Some of the important factors that may cause our operating results to fluctuate include:

• fluctuations in the demand for our applications, and the timing of purchases by our customers, particularly larger purchases;

• our ability to attract new customers or retain existing customers;

• the budgeting cycles and internal purchasing priorities of our customers;

• changes in customer renewal rates and our ability to upsell and cross-sell additional applications to our existing customers;

• the seasonal buying patterns of our customers;

• the mix of time-based licenses, SaaS subscriptions and perpetual licenses that we sell;

• the payment terms and contract term length associated with our product sales and their effect on our billings and free cash flow;

• changes in customer requirements or market needs;

• changes in the growth rate of the market for software application monitoring and analytics solutions;

• our ability to anticipate or respond to changes in the competitive landscape;

• our ability to timely develop, introduce and gain market acceptance for new applications and application enhancements;

• our ability to successfully expand our business internationally;

• our ability to maintain and expand our strategic partner network, particularly resellers, distributors and managed service providers;

• our ability to control costs, including our operating expenses;

• our ability to efficiently complete or integrate any acquisitions that we may undertake in the future;

• general economic, industry and market conditions, both domestically and in our foreign markets;

• foreign currency exchange rate fluctuations;

• the timing of revenue recognition for our billings, and the effect of the mix of time-based licenses, SaaS subscriptions and perpetual licenses on the timing of revenue recognition;

• extraordinary expenses, such as litigation or other dispute-related settlement payments;

• future accounting pronouncements or changes in our accounting policies; and

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• changes in our effective tax rate due to use of net operating loss carryovers and tax credits, changes in the mix of jurisdictions in which we earn revenue and changes in federal, state and non-U.S. tax laws and regulations.

Any one of the factors referred to above or the cumulative effect of some of the factors referred to above may result in significant fluctuations in our quarterly and annual operating results, including fluctuations in our key performance indicators. This variability and unpredictability could result in our failure to meet our business plan or the expectations of securities analysts or investors for any period. In addition, a significant percentage of our operating expenses are fixed in nature in the short term and based on forecasted revenue trends. Accordingly, in the event of revenue shortfalls, we are generally unable to mitigate the negative impact on margins in the short term. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

We expect our revenue mix to vary over time, which could harm our gross margin and operating results.

We expect our revenue mix to vary over time due to a number of factors, including the mix of time-based licenses, SaaS subscriptions and perpetual licenses and the mix of applications sold. Due to the differing revenue recognition policies applicable to our time-based licenses, SaaS subscription, perpetual licenses and professional services, shifts in the mix between subscription and perpetual licenses from quarter to quarter could produce substantial variation in revenues recognized even if our billings remain consistent. In addition, transactions with our customers may switch subscriptions to perpetual licenses during the sales cycle or even after deployment. Further, our gross margins and operating results could be harmed by changes in revenue mix and costs, together with numerous other factors, including: entry into new markets or growth in lower margin markets; entry into markets with different pricing and cost structures; pricing discounts; and increased price competition. Any one of these factors or the cumulative effects of certain of these factors may result in significant fluctuations in our gross margin and operating results. This variability and unpredictability could result in our failure to meet internal expectations or those of securities analysts or investors for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our common stock could decline.

We rely on revenue from subscriptions and service contracts, and because we recognize revenue from subscriptions and service contracts over the term of the relevant subscription or service period, downturns or upturns in our billings are not immediately reflected in full in our operating results.

Subscription revenue accounts for a significant portion of our total revenue, and we also derive a portion of our revenue from our professional services. We recognize subscription revenue and professional service and other revenue ratably over the term of the relevant service period, which is generally one or three years. As a result, much of the subscription revenue and professional service and other revenue we report each quarter are derived from subscription and professional service contracts that we entered into with customers in prior periods. Consequently, a decline in new or renewed subscription or professional service contracts in any quarter will not be fully reflected in revenue or other operating results in that quarter but will negatively affect our revenue and other operating results in future quarters. Also, it is difficult for us to rapidly increase our revenue from these sources through additional billings in a given period, as revenue from new and renewal subscription and professional service contracts is recognized ratably over the applicable service period. Furthermore, any increases in the average term of subscription and professional service contracts would result in revenue for those contracts being recognized over longer periods of time with less impact on our operating results in the near term. Additionally, if the average term of our subscription and professional service contracts with our customers shortens, our cash flow and operating results may be adversely affected.

Seasonality may cause fluctuations in our sales and operating results.

We have experienced seasonality in our sales and operating results in the past, and we believe that we will continue to experience such seasonality in the future. The first quarter of each year is usually our lowest sales

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quarter during the year. Billings and revenue during the first quarter of each year are typically lower than the prior fourth quarter. We believe that this results from the procurement, budgeting and deployment cycles of many of our customers, particularly our enterprise customers. We generally expect an increase in sales in the second half of each year as budgets of our customers for annual technology purchases are being fully utilized. Furthermore, we have experienced a seasonal slowdown in our billings growth during our second fiscal quarter, and believe it was due to a seasonal slowdown in customer orders during the later summer months. We expect that seasonality will continue to affect our sales and operating results in the future and may reduce our ability to predict cash flow and optimize the timing of our operating expenses.

We have limited experience with respect to determining the optimal prices for our applications.

We charge our customers on a per agent basis and for certain applications on a volume basis. We expect that we may need to change our pricing from time to time. In the past we have sometimes reduced our prices either for individual customers in connection with long-term agreements or for a particular application. Further, as competitors introduce new products that compete with ours or reduce their prices, we may be unable to attract new customers or retain existing customers based on our historical pricing. As we expand internationally, we also must determine the appropriate price to enable us to compete effectively internationally. Moreover, mid- to large-size enterprises may demand substantial price discounts as part of the negotiation of sales contracts. As a result, in the future we may be required or choose to reduce our prices or change our pricing model, which could adversely affect our business, operating results and financial condition.

Incorrect deployment, implementation or use of our applications could result in customer dissatisfaction and negatively affect our business, operating results and growth prospects.

If our applications are not implemented, tested or used correctly or as intended, or if our applications conflict with or disrupt our customer’s systems, then inadequate performance may result or the performance of our customers’ software applications may be adversely affected. Because our customers rely on our applications to manage their business-critical and customer-facing software applications, the incorrect or inadequate implementation, testing or use of our applications, including issues related to the deployment of our applications directly into production-first software environments, our failure, or the failure of our partners, to properly train customers on how to productively use our applications has resulted in, and may in the future, result in customer dissatisfaction or negative publicity which adversely affects our reputation and brand and could result in lost upsell and cross-sell opportunities. In addition, negative publicity related to our customer relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective customers.

In cases where our applications have been deployed within a customer’s own datacenter, if we, our implementation partners or our customers are unable to configure or implement our software properly, or are unable to do so in a timely manner, customer perceptions of our applications may be adversely affected, our reputation and brand may suffer, and our renewal rates and sales of applications to customers may be adversely affected. In addition, our on-premises product deployment option imposes server load and data storage requirements for implementation which can impact the performance of our customers’ software applications and IT infrastructures during implementation, which could also damage customer perceptions of our applications and our renewal rates.

Our success depends, in part, on the scalability and security of our systems and infrastructure. System interruption or delays from third-party or on-site datacenter hosting facilities and the lack of integration, redundancy and scalability in our systems and infrastructures could impair the delivery of our services and harm our business.

Our success depends, in part, on our ability to maintain the scalability and security of our systems and infrastructure, including websites, information and related systems. Further, we are in the process of

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rearchitecting certain portions of our application intelligence software platform to further support the scalability and security of our integrated suite of applications. We are also leveraging cloud platforms and integrating with Amazon Web Services infrastructure and components to address scalability and resiliency risks inherent in our current architecture. If we are unable to successfully complete the rearchitecture or do not achieve the benefits we anticipate, our ability to introduce new applications and application enhancements or improve the scalability and security of our current offerings may suffer and, as a result, our business and operating results would be adversely affected. Additionally, system interruption and the lack of integration and redundancy in our information systems and infrastructures may harm our ability to operate our websites and web-based services, respond to customer inquiries and generally maintain cost-efficient operations. We may experience occasional system interruptions that make some or all systems or data unavailable or prevent us from efficiently providing services.

We currently utilize a co-located datacenter as well as Amazon Web Services. Any damage to, or failure of, these data facilities generally could result in interruptions in our service. As we continue to add third-party data facilities and add capacity in our existing third-party datacenter and our arrangements with Amazon Web Services or other cloud-based storage providers, we may move or transfer our data and our customers’ data. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of our service. We also rely on affiliate and third-party computer systems, broadband and other communications systems and service providers in connection with the provision of services generally, as well as to facilitate, process and fulfill transactions. Interruptions in our service may reduce our revenue, cause us to issue credits to our customers under our service level agreements with them, harm our reputation and renewal rates, and adversely affect our ability to attract new customers. Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of god and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time. Any of these events could cause system interruption, delays and loss of critical data, and could prevent us from providing services. While we have backup systems for certain aspects of our operations, disaster recovery planning by its nature cannot be sufficient for all eventualities. In addition, we may not have adequate insurance coverage to compensate for losses from a major interruption. Additionally, our applications are accessed by a large number of customers often at the same time. As we continue to expand the number of our customers and applications available to our customers, we may not be able to scale our technology to accommodate the increased capacity requirements, which may result in interruptions or delays in service. If any of these events were to occur, it could harm our business, operating results and financial condition.

Real or perceived errors, failures, defects or vulnerabilities in our applications could adversely affect our financial results and growth prospects.

Our applications and underlying platform are complex, and in the past, we have discovered undetected software errors, failures, defects and vulnerabilities in our existing applications after they have been released, especially when new versions or updates are released. Our applications and our platform are often installed and used in large-scale computing environments with different operating systems, system management software and equipment and networking configurations, which have in the past, and may in the future, cause errors in, or failures of, our applications or other aspects of the computing environment into which they are deployed. In addition, deployment of our applications into complicated, large-scale computing environments have in the past exposed, and may, in the future, expose undetected errors, failures or defects in our applications. Despite testing by us, errors, failures or defects may not be found in our applications until they are released to our customers. Real or perceived errors, failures, defects or vulnerabilities in our applications could result in, among other things, negative publicity, lower renewal rates, loss of or delay in market acceptance of our applications, loss of competitive position or claims by customers for losses sustained by them or expose us to breach of contract claims and related liabilities. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem.

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Security breaches, computer malware, computer hacking attacks and other security incidents could harm our business, reputation, brand and operating results.

Security incidents have become more prevalent across industries and may occur on our systems. These security incidents may be caused by or result in but are not limited to security breaches, computer malware or malicious software, computer hacking, denial of service attacks, security system control failures in our own systems or from vendors we use, email phishing, software vulnerabilities, social engineering, sabotage and drive-by downloads. Such security incidents, whether intentional or otherwise, may result from actions of hackers, criminals, nation states, vendors, employees, customers or other threat actors.

We may in the future experience disruptions, outages and other performance problems on our systems due to service attacks, unauthorized access or other security related incidents. Any security breach or loss of system control caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss, modification or corruption of data, software, hardware or other computer equipment and the inadvertent transmission of computer malware could harm our business, operating results and financial condition.

In addition, our services involve the storage and transmission of customers’ confidential business and personal information in our facilities and on our equipment, networks and corporate systems. Security incidents could expose us to litigation, remediation costs, increased costs for security measures, loss of revenue, damage to our reputation and potential liability. Our customer data and corporate systems and security measures may be compromised due to the actions of outside parties, employee error, malfeasance, a combination of these or otherwise and, as a result, an unauthorized party may obtain access to our data or our customers’ data. Additionally, outside parties may attempt to fraudulently induce our employees to disclose sensitive information in order to gain access to our customers’ data. We must continuously examine and modify our security controls and business policies to address new threats, the use of new devices and technologies, and the increasing focus by our customers and regulators on controlling and protecting confidential business, personal and user data and these efforts may be costly or distracting.

Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement sufficient control measures to defend against these techniques. Though it is difficult to determine what harm may directly result from any specific incident or breach, any failure to maintain confidentiality, availability, integrity, performance and reliability of our systems and infrastructure may harm our reputation and our ability to retain existing customers and attract new customers. If an actual or perceived security incident occurs, the market perception of the effectiveness of our security controls could be harmed, our brand and reputation could be damaged, we could lose customers, and we could suffer financial exposure due to such events or in connection with remediation efforts, investigation costs, regulatory fines and changed security control, system architecture and system protection measures.

We believe that our brand is integral to our success and if we fail to cost-effectively promote or protect our brand, our business and competitive position may be harmed.

We believe that maintaining and enhancing our brand and increasing market awareness of our company and our applications are critical to achieving broad market acceptance of our existing and future applications and are important elements in attracting and retaining customers, partners and employees, particularly as we continue to expand internationally. In addition, independent industry analysts, such as Gartner and Forrester, often provide reviews of our applications, as well as those of our competitors, and perception of our applications in the marketplace may be significantly influenced by these reviews. We have no control over what these industry analysts report, and because industry analysts may influence current and potential customers, our brand could be harmed if they do not provide a positive review of our applications or view us as a market leader.

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The successful promotion of our brand and the market’s awareness of our applications and platform will depend largely upon our ability to continue to offer enterprise-grade application intelligence solutions, our ability to be thought leaders in application intelligence, our marketing efforts and our ability to successfully differentiate our applications from those of our competitors. We have invested, and expect to continue to invest, substantial resources to promote and maintain our brand and generate sales leads, both domestically and internationally, but there is no guarantee that our brand development strategies will enhance the recognition of our brand or lead to increased sales. If our efforts to promote and maintain our brand are not cost-effective or successful, our operating results and our ability to attract and retain customers, partners and employees may be adversely affected. In addition, even if our brand recognition and customer loyalty increases, this may not result in increased sales of our applications or higher revenue. Moreover, if we fail to generate a sufficient volume of sales leads from these activities, their associated costs may not be offset by increased revenue and our business and operating results could be adversely affected.

Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our applications.

Our ability to increase our customer base and achieve broader market acceptance of our applications will depend to a significant extent on the ability of our sales and marketing organizations to work together to drive our sales pipeline and cultivate customer and partner relationships to drive revenue growth. We have invested in and plan to continue expanding our sales and marketing organizations, both domestically and internationally. We also plan to dedicate significant resources to sales and marketing programs, including lead generation activities and brand awareness campaigns, such as our industry events, webinars, user events and our worldwide user and partner conference, AppSphere. If we are unable to hire, develop and retain talented sales personnel or marketing personnel, if our new sales personnel or marketing personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective, our ability to increase our customer base and achieve broader market acceptance of our applications could be harmed.

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

Our operating results may fluctuate, in part, because of the resource intensive nature of our sales efforts to mid- and large-size enterprises, from which we derive a significant portion of our billings and revenue, the length and variability of our sales cycle and difficulty in adjusting our operating expenses in the short term. The length of our sales cycle, from identification of the opportunity to delivery of and payment for our applications and services, typically ranges from six months to one year but can be longer and may vary significantly from customer to customer, with sales to large enterprises typically taking longer to complete. Because the length of time required to close a sale may vary substantially from customer to customer, it is difficult to predict exactly when, or even if, we will make a sale to a potential customer. Customers often view the purchase of our applications as a significant and strategic decision and, as a result, frequently require considerable time to evaluate and test our applications and those of our competitors prior to making a purchase decision and placing an order. A number of factors influence the length and variability of our sales cycle, including, for example:

• the need to educate potential customers about the uses and benefits of our applications;

• the discretionary nature of potential customers’ purchasing and budget cycles; and

• the competitive nature of potential customers’ evaluation and purchasing approval processes.

To the extent our competitors develop products that our prospective customers view as equivalent or superior to our applications, our average sales cycle may increase. Additionally, if a key sales member leaves our employment or if our primary point of contact at a customer or potential customers leaves his or her employment, our sales cycle may be further extended or customer opportunities may be lost. As a result of the buying behavior of mid- to large-sized enterprises and the efforts of our sales force and partners to meet or exceed their sales

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objectives by the end of each fiscal quarter, we have historically received and generated a substantial portion of billings and generated a significant portion of our quarterly revenue during the last month of each quarter. These transactions may not close as expected, may switch from perpetual licenses to SaaS subscriptions or time-based licenses or may be delayed in closing. The loss or delay of one or more large transactions in a quarter could impact our operating results for that quarter and potentially future quarters. As a result of these factors, it is difficult for us to forecast our revenue accurately in any specific quarter. The unpredictability of the timing of customer purchases, particularly large purchases, could cause our billings and revenue to vary from period to period or to fall below expected levels for a given period, which will adversely affect our business, operating results and financial condition, and could cause the market price of our common stock to decline.

Our ability to sell our applications is dependent upon the quality of our professional services and customer support services, and our failure to offer high-quality professional services and customer support services could have an adverse effect on our business and operating results.

Once our applications are deployed, our customers utilize our professional services and customer support services and those of our partners to resolve any issues relating to the implementation or operation of our applications. Our sales process is highly dependent on the quality of our applications, the reputation of our business and positive recommendations from our existing customers. If a customer is not satisfied with the quality of work performed by us or our partners or with the interoperability of our applications with their IT infrastructure, then we may incur additional costs to address the situation and our customer’s dissatisfaction which could damage our ability to sell additional applications and adversely affect our revenue and operating results.

Any failure to maintain high-quality professional services and customer support services, or a market perception that we do not maintain high-quality professional services and customer support services, could adversely affect our reputation, our ability to sell our applications to existing and prospective customers, and our business, operating results and financial condition. In addition, as we further expand our operations internationally, our professional services and customer support services will face additional challenges, including those associated with delivering support, training and documentation in languages other than English. Alleviating any of these problems could require significant capital expenditures which could adversely affect our operating results and growth prospects. Our failure or the failure of our partners to maintain high-quality professional services and customer support services could adversely affect our reputation, business, operating results and financial condition.

We typically provide service level commitments under our customer contracts. If we fail to meet these contractual commitments, we could be obligated to provide credits or refunds for prepaid amounts related to unused subscription services or face contract terminations, which could adversely affect our revenue and operating results.

Our customer agreements typically provide for service level commitments, which relate to uptime, response times and escalation procedures. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our applications, we may be contractually obligated to provide these customers with service credits, refunds for prepaid amounts related to unused subscription services, or we could face contract terminations. Our revenue could be harmed if we fail to meet our service level commitments under our agreements with our customers, including, but not limited to, maintenance response times and service outages. To date, our failure to meet our service commitments has caused us to provide customers with service credits which have not been material to our financial position but we cannot assure you that we will not incur material costs associated with providing service credits to our customers in the future. Additionally, any failure to meet our service level commitments could harm our reputation, business, operating results and financial condition.

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We depend on the experience and expertise of our senior management team and key technical and sales employees, and the loss of any key employee, or the inability to identify and recruit executive officers and key employees in a timely manner, could harm our business, operating results and financial condition.

Our success depends upon the continued service of our senior management team and key technical employees, as well as our ability to continue to attract and retain additional highly qualified personnel. Each member of our senior management team, key technical and sales personnel and other employees could terminate his or her relationship with us at any time. In addition, a number of key members of our senior management team have joined us recently as part of our investment in the expansion of our business, including our President and Chief Executive Officer – David Wadhwani, our Chief Financial Officer – Randy Gottfried, our Chief Marketing Officer – Kendall Collins, our Chief People Officer – Susan Lovegren and our Senior Vice President, Customer and Strategic Operations – Danny Winokur. In connection with Joe Sexton’s transition to an advisory role, we recently appointed Dali Rajic as our Chief Revenue Officer. In August 2016, our Founder, Jyoti Bansal, resigned as an executive officer and employee but continues to serve as our Chairman. As we continue to grow, other members of our senior management team may transition into new roles within AppDynamics and there may be additional changes in our senior management team resulting from the hiring or departure of executives, which could disrupt our business. If we fail to identify, recruit and integrate strategic hires, or if new members of our senior management team do not successfully transition into their new positions or fail to create effective working relationships among the other members of management, our business, operating results and financial condition could be adversely affected. Any such changes in leadership or the loss of any of our founder or other members of our senior management team or key personnel, might significantly delay or prevent the achievement of our business objectives and could harm our business and our customer relationships, especially in the event that we have not been successful in developing adequate succession plans. We do not maintain key man life insurance with respect to any officer or other employee.

We rely on highly skilled personnel and, if we are unable to attract, retain or motivate substantial numbers of qualified personnel or expand and train our sales force, we may not be able to grow effectively.

Our success largely depends on the talents and efforts of highly skilled individuals and our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Competition in our industry, especially in the San Francisco Bay Area is intense and often leads to increased compensation and other personnel costs. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees. Our continued ability to compete effectively depends on our ability to attract substantial numbers of qualified new employees and to retain and motivate our existing employees. Also, to the extent we hire employees from competitors or other companies, we may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information of their former employers.

In addition, we are substantially dependent on our direct sales force to obtain new customers and increase sales to existing customers. There is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training and retaining a sufficient number of sales personnel to support our domestic and international growth. Further, due to our rapid growth, a large percentage of our sales force is new, and new hires require significant training and experience before reaching full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, or at all, and we may not be able to hire or retain qualified personnel in a timely manner. If we are unable to hire, train and retain a sufficient number of qualified and productive sales personnel, our business, operating results and financial condition could be harmed.

Further, a large portion of our employee base is substantially vested in significant stock option grants and, upon the expiration of the lock-up period applicable to this offering, restricted stock units (RSUs). The ability to either exercise those options and sell their stock and vested and settled RSUs in a public market after the completion of this offering and after the completion of any applicable lock-up period may lead to a larger than normal turnover

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rate. Additionally, subject to certain limitations,              RSUs will vest upon expiration of the lock-up period applicable to this offering, assuming an expiration date of                     . We intend to issue stock options and RSUs as key components of our overall compensation and employee attraction and retention efforts. Further, upon the completion of this offering we will recognize a material one-time stock-based compensation expense due to the performance condition associated with a substantial majority of our RSUs, outstanding as of October 31, 2016, becoming probable.

We believe that our corporate culture and innovative research and development model are key components of our success. If we cannot maintain these key components as we grow, our business, operating results and financial condition could be harmed.

Our corporate culture, which we believe fosters innovation, encourages teamwork and prioritizes customer success, and our innovative research and development model have been critical components of our success. As we develop the infrastructure of a public company and continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture and innovative research and development model. Any failure to preserve our culture and research and development model as we grow could negatively affect our future success, including our ability to attract and retain employees, encourage innovation, creativity and teamwork and effectively focus on and pursue our corporate objectives.

We generate a significant amount of revenue from sales outside of the United States, and we are therefore subject to a number of risks associated with international sales and operations.

Sales to customers located outside of the United States represented 30%, 28% and 36% of our total revenue for the fiscal years ended January 31, 2014, 2015 and 2016, respectively. In order to maintain and expand our sales internationally, we need to 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 staff, and specifically sales management and sales personnel, we may experience difficulties in growing our international sales and operations. If we are not able to maintain successful partner and distributor relationships internationally or recruit additional companies to enter into strategic partner and distributor relationships with us, our future success in these international markets could be limited.

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

• increased expenses associated with international sales and operations, including establishing and maintaining office space and equipment for our international operations;

• the effects and any resulting negative economic impact of the outcome of the United Kingdom’s referendum to exit the EU;

• our ability to grow our sales infrastructure and penetration in the Asian-Pacific Region as the substantial majority of our international revenue has been generated in Europe, the Middle East and Africa to date;

• unexpected costs and errors in the localization of our applications, including translation into foreign languages and adaptation for local practices and regulatory requirements;

• difficulties in managing operations and adapting to customer desires due to distance, language and cultural differences;

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

• political instability and unfavorable economic conditions in the markets in which we currently have international operations or into which our brands and businesses may expand;

• more restrictive or otherwise unfavorable government regulations, which could result in increased compliance costs and/or otherwise restrict the manner in which we provide our applications;

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• greater difficulty in enforcing contracts and accounts receivable collection and longer collection periods;

• limitations on the enforcement of intellectual property rights, which will preclude us from building the brand recognition upon which we have come to rely in many jurisdictions;

• risks associated with trade restrictions and foreign legal requirements, including the importation, certification and localization of our applications required in foreign countries;

• limitations on the ability of foreign subsidiaries to repatriate profits or otherwise remit earnings to us;

• adverse tax consequences and multiple and possibly overlapping tax structures;

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

• limitations on technology infrastructure, which could limit our ability to migrate international operations to our existing systems, which could result in increased costs;

• greater risk of a failure of foreign employees to comply with both U.S. and foreign laws, including export and antitrust regulations, the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act 2010 (U.K. Bribery Act) and any trade regulations ensuring fair trade practices;

• 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; and

• the potential for political unrest, terrorism, hostilities or war.

Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake will not be successful. In addition, the expansion of our existing international operations and entry into additional international markets has required and will continue to require significant management attention and financial resources. These factors and other factors could harm our ability to gain future international revenue and, consequently, materially affect our business, operating results and financial condition.

While we have primarily transacted with our customers, vendors and partners in U.S. dollars, we have transacted in foreign currencies and expect to significantly expand the number of transactions that are denominated in foreign currencies in the future. Given our volume of international sales, a substantial portion of our total revenue is subject to foreign currency risk. Further strengthening of the U.S. dollar could cause our applications to become relatively more expensive to our customers outside of the United States leading to decreased sales from certain customers and a reduction in billings and revenue from purchases not denominated in U.S. dollars. Furthermore, a portion of our operating expenses is incurred outside of the United States, is denominated in foreign currencies, and is subject to fluctuations due to changes in foreign currency exchange rates which have been volatile in recent periods. A reduction in sales, and corresponding reduction in billings and revenue, or an increase in operating expenses due to fluctuations in foreign currency exchange rates will have an adverse effect on our financial condition and operating results. As a result of such foreign currency exchange rate fluctuations, it could also be more difficult to detect underlying trends in our business and operating results. To date, we have not engaged in currency hedging activities to limit risk of exchange rate fluctuations. However, in the future, we may use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments. If we are not able to successfully manage or hedge against the risks associated with currency fluctuations, our financial condition and operating results could be adversely affected.

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Assertions by third parties of infringement or other violations by us of their intellectual property rights, or other lawsuits brought against us, could result in significant costs and substantially harm our business, operating results and financial condition.

Patent and other intellectual property disputes are common in the markets in which we compete. Some companies in the markets in which we compete, including some of our competitors, own large numbers of patents, copyrights, trademarks and trade secrets, which they may use to assert claims of infringement, misappropriation or other violations of intellectual property rights against us, our partners, our technology partners or our customers. As the number of patents and competitors in our market increase, allegations of infringement, misappropriation and other violations of intellectual property rights may increase. For example, in 2013, CA, Inc. brought a patent infringement action against us in the United States District Court for the Eastern District of New York, which we settled in April 2015. Our broad application portfolio and the competition in our markets further exacerbate the risk of additional third-party intellectual property claims against us in the future. Any allegation 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 and resources defending against the claim, could distract our management from our business, and could cause uncertainty among our customers or prospective customers, all of which could have an adverse effect on our business, operating results and financial condition.

Furthermore, from time to time, we face allegations that we, our customers or our partners have infringed, misappropriated or violated intellectual property rights. In addition, companies that bring allegations against us may have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend against similar allegations that may be brought against them than we do. We have received, and may in the future receive, notices alleging that we have misappropriated, misused or infringed other parties’ intellectual property rights, including allegations made by our competitors or by non-practicing entities, and, to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement assertions. There also is a market for acquiring third-party intellectual property rights and a competitor, or other entity, could acquire third-party intellectual property rights and pursue similar assertions based on the acquired intellectual property. They may also make such assertions against our customers or partners.

Additionally, our agreements with customers and partners include indemnification provisions, under which we agree to indemnify them for losses suffered or incurred as a result of allegations of intellectual property infringement and, in some cases, for damages caused by us to property or persons or other third-party allegations. Furthermore, we have agreed in certain instances to defend our partners 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 assertions. Large indemnity payments could harm our business, operating results and financial condition.

Any allegation 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 allegation and could distract our management from our business. As an example, while we were able to settle our dispute with CA, Inc. and received a full release from all allegations, we expended substantial resources and diverted management attention to settle the lawsuit. In addition, future assertions of patent rights by third parties, and any resulting litigation, may involve non-practicing entities or other adverse patent owners who have no relevant revenue and against whom our own patents may therefore provide little or no deterrence or protection. We cannot assure you that we are not infringing or otherwise violating any third-party intellectual property rights.

An adverse outcome of a dispute may require us to take several adverse steps such as: pay substantial damages, including potentially treble damages, if we are found to have willfully infringed a third party’s patents or copyrights; cease making, using, selling, licensing, importing or otherwise commercializing applications that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to attempt to redesign our applications or otherwise to develop non-infringing technology, which may not be

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successful; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies or intellectual property rights or have royalty obligations imposed by a court; or indemnify our customers, partners and other third parties. Any damages or royalty obligations we may become subject to, any prohibition against our commercializing our applications and any third-party indemnity we may need to provide, as a result of an adverse outcome could harm our business and operating results.

Failure to protect and enforce our proprietary technology and intellectual property rights could substantially harm our business, operating results and financial condition.

The success of our business depends on our ability to protect and enforce our proprietary rights, including our patents, trademarks, copyrights, trade secrets and other intellectual property rights. We attempt to protect our intellectual property under patent, trademark, copyright and trade secret laws, and through a combination of confidentiality procedures, contractual provisions and other methods, all of which offer only limited protection. However, the steps we take to protect our intellectual property may be inadequate. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create products and services that compete with ours. Some license provisions protecting against unauthorized use, copying, transfer and disclosure of our technology may be unenforceable under the laws of certain jurisdictions and foreign countries. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States. In expanding our international activities, our exposure to unauthorized copying and use of our technology and proprietary information may increase.

As of October 31, 2016, we had 15 issued patents in the United States, but this number of patents is relatively small in comparison to some of our competitors and potential competitors. Additionally, as of October 31, 2016, we had 84 pending U.S. patent applications, 14 corresponding Patent Cooperation Treaty applications and eight pending patent applications in other non-U.S. jurisdictions, and may file additional patent applications in the future. Our issued patents expire between September 2030 and July 2035. The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. We may choose not to seek patent protection for certain innovations and may choose not to pursue patent protection in certain jurisdictions. Furthermore, it is possible that our patent applications may not result in issued patents, that the scope of the claims in our issued patents will be insufficient or not have the coverage originally sought, that our issued patents will not provide us with any competitive advantages, and that our issued patents and other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. In addition, issuance of a patent does not guarantee that we have an absolute right to practice our patented technology, or that we have the right to exclude others from practicing our patented technology. As a result, we may not be able to obtain adequate patent protection or to enforce our issued patents effectively.

In addition to patented technology, we rely on our unpatented proprietary technology and trade secrets. 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. The contractual provisions that we enter into with employees, consultants, partners, vendors and customers may not prevent unauthorized use or disclosure of our proprietary technology or trade secrets and may not provide an adequate remedy in the event of unauthorized use or disclosure of our proprietary technology or trade secrets.

Moreover, policing unauthorized use of our technologies, applications 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 applications, technologies or intellectual property rights.

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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 allegations of infringement or invalidity. Such litigation could result in substantial costs and diversion of resources and could negatively affect our business, operating results, financial condition and cash flows. If we are unable to protect our intellectual property rights, our business, operating results and financial condition will be harmed.

Our use of open source technology could impose limitations on our ability to commercialize our applications and platform and application intelligence software platform.

We use open source software in our applications and platform and expect to continue to use open source software in the future. Although we monitor our use of open source software to avoid subjecting our applications and platform to conditions we do not intend, we may face allegations from others alleging ownership of, or seeking to enforce the terms of, an open source license, including by demanding release of the open source software, derivative works, or our proprietary source code that was developed using such software. These allegations could also result in litigation. The terms of many open source licenses have not been interpreted by U.S. courts. As a result, 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 applications. In such an event, we could be required to seek licenses from third parties to continue offering our applications, to make our proprietary code generally available in source code form, to re-engineer our applications or to discontinue the sale of our applications if re-engineering could not be accomplished on a timely basis, any of which could adversely affect our business, operating results and financial condition. In addition, if we were to combine our proprietary software applications with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software applications.

We rely on the availability of third-party licenses for some of our applications and our inability to obtain such licenses, or obtain them on favorable terms, could adversely affect our business, operating results and financial condition.

Some of our applications include software or other intellectual property licensed from third parties. It may be necessary in the future to renew licenses relating to various aspects of these applications or to seek new licenses for existing or new applications. There can be no assurance that the necessary licenses will be available on acceptable terms, if at all. The inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, could result in delays in product releases until equivalent technology can be identified, licensed or developed, if at all, and integrated into our products and may have a material adverse effect on our business, operating results and financial condition. In addition, third parties may allege that additional licenses are required for our use of their software or intellectual property, and we may be unable to obtain such licenses on commercially reasonable terms or at all. Moreover, the inclusion in our applications of software or other intellectual property licensed from third parties on a non-exclusive basis could limit our ability to differentiate our applications from those of our competitors.

If we are unable to maintain successful relationships with our partners, or if our partners fail to perform, our ability to market, sell and distribute our applications and services will be limited, and our business, operating results and financial condition could be harmed.

In addition to our direct sales force, we rely on our distributors, resellers and managed service providers to sell and support our applications and services and generate a material portion of our billings and revenue, and we expect that sales through partners will continue to be material.

Our agreements with our partners are generally non-exclusive, meaning our partners may offer products from several different companies to their customers, including products that compete with our applications. If our partners do not effectively market and sell our applications, choose to use greater efforts to market and sell their

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own products or those of our competitors, or fail to meet the needs of our customers, our ability to grow our business and sell our applications and services will be harmed. Furthermore, our partners may cease marketing our applications with limited or no notice and with little or no penalty, and new partners require extensive training and may take several months or more to achieve productivity. The loss of a substantial number of our partners, our possible inability to replace them or the failure to recruit additional partners could harm our operating results. In addition, sales by partners are more likely than direct sales to involve collectability concerns, particularly in developing markets. Our partner structure could also subject us to lawsuits or reputational harm if, for example, a partner misrepresents the functionality of our applications to customers or violates applicable laws or our corporate policies.

Our ability to achieve revenue growth in the future will depend in part on our success in maintaining successful relationships with our partners, and our ability to train our partners to independently sell and deploy our applications. If we are unable to maintain our relationships with these partners or otherwise develop and expand our indirect sales channel, or if our partners fail to perform, our business, operating results and financial condition will be harmed.

Our sales to government entities are subject to a number of challenges and risks.

We sell to U.S. federal and state and foreign governmental agency customers, primarily through our channel partners, and we may increase sales to government entities in the future. Sales to government entities are subject to a number of challenges and risks. Selling to government entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Government certification requirements may change and in doing so restrict our ability to sell into the government sector until we have attained the revised certification. Government demand and payment for our applications are affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our applications. Government entities may have statutory, contractual or other legal rights to terminate contracts with our distributors and resellers for convenience or due to a default, and any such termination may adversely affect our future operating results.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Even if the markets in which we compete meet the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, if at all. For more information regarding the estimates of market opportunity and the forecasts of market growth included in this prospectus, see the section titled “Industry and Market Data.”

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

We intend to continue to make investments to support our business and may require additional funds, in particular as we seek to grow our business, including the need to develop new applications or application enhancements, 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, manage our business and pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms

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favorable to us, if at all. Additionally, our existing revolving credit facility and term loan facility with Silicon Valley Bank limits our ability to incur additional indebtedness, however, these restrictions are subject to a number of qualifications and exceptions and may be amended with the consent of Silicon Valley Bank. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our growth, scale our infrastructure, develop new applications or application enhancements and to respond to business challenges could be significantly impaired, and our business may be adversely affected.

We may acquire other businesses which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our operating results.

As part of our business strategy, we have in the past made, and may in the future make, acquisitions or investments in complementary companies, products and technologies that we believe fit within our business model and can address the needs of our customers and potential customers. With respect to our previous acquisitions, we cannot ensure that we will be able to successfully integrate the technology and resources to increase our customer base and grow revenue derived from these acquisitions. In the future, we may not be able to acquire and integrate other companies, products or technologies in a successful manner. We may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all. In addition, the pursuit of potential acquisitions may divert the attention of management and cause us to incur additional expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, including increases in revenue, and any acquisitions we complete could be viewed negatively by our customers, investors and industry analysts.

In addition, if we are unsuccessful at integrating such acquisitions, or the technologies associated with such acquisitions, our revenue and operating results could be adversely affected. Any integration process may result in unforeseen operating difficulties and require significant management attention and resources, and we may not be able to manage the process successfully. In particular, we may encounter difficulties assimilating or integrating the companies, products, technologies, personnel or operations we acquire, particularly if the key personnel of an acquired business are geographically dispersed or choose not to continue to work for us following the acquisition. Acquisitions may also disrupt our core business, divert our resources and require significant management attention that would otherwise be available for development of our business. In addition, we may not successfully evaluate or utilize the acquired products, technologies, personnel or operations, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. If we fail to properly evaluate, execute or integrate acquisitions or investments, the anticipated benefits may not be realized, we may be exposed to unknown or unanticipated liabilities, and our business, financial results, financial condition and prospects could be harmed.

Future acquisitions may reduce our cash available for operations and other uses and could result in an increase in amortization expense related to identifiable assets acquired. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could adversely affect our financial condition or the value of our common stock. The sale or issuance of equity to finance any such acquisitions could result in dilution to our stockholders. The incurrence of indebtedness to finance any such acquisition will result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. In addition, our future operating results may be adversely affected by the dilutive effect of an acquisition, or performance earn-outs or contingent bonuses associated with an acquisition. Furthermore, acquisitions may require large, one-time charges and can result in increased debt or contingent liabilities, adverse tax consequences, additional stock-based compensation expenses, and the recording and subsequent amortization of amounts related to certain purchased intangible assets such as goodwill, any of which items could negatively affect our future operating results. We may also incur goodwill impairment charges in the future if we do not realize the value of these intangibles.

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Our business is subject to a wide range of laws and regulations and our failure to comply with those laws and regulations could harm our business, operating results and financial condition.

Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, privacy and data protection laws, anti-bribery laws, import and export controls, federal securities laws and tax laws and regulations. In certain foreign jurisdictions, these regulatory requirements may be more stringent than those in the United States. These laws and regulations are subject to change over time and thus we must continue to monitor and dedicate resources to ensure continued compliance. Non-compliance 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 or injunctions. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, operating results, 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, operating results and financial condition.

Because our applications could be used to collect and store personal information, domestic and international privacy concerns could result in additional costs and liabilities to us or inhibit sales of our applications.

Privacy and information security have become a significant issue in the United States and in many other jurisdictions where we offer our applications. The regulatory framework relating to privacy and the handling of personal information issues worldwide 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 and regulations regarding the collection, use and disclosure of personal information. In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission and state breach notification laws. In the EU, the EU Parliament recently adopted the new General Data Protection Regulation which is set to come into force in May 2018. Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply, including the EU Data Protection Directive as transposed into national law by each member state of the EU.

As part of our efforts as a global business to comply with the obligations related to personal data under EU member state laws, we historically have relied upon adherence to the U.S. Department of Commerce’s Safe Harbor Privacy Principles and compliance with the U.S.-EU and U.S.-Swiss Safe Harbor Frameworks agreed to by the U.S. Department of Commerce and the EU and Switzerland. The Safe Harbor Frameworks established means for organizations operating within the EU and Switzerland to transfer personal data, as the term is used in the context of the EU Data Protection Directive, to the United States in accordance with relevant European standards for data protection. Our self-certification under the Safe Harbor Frameworks subjects us to oversight by the U.S. Federal Trade Commission, and potential non-compliance could result in an investigation and enforcement action brought by the Federal Trade Commission. In October 2015 the U.S.-EU Safe Harbor Framework was invalidated by a decision of the Court of Justice of the European Union (CJEU Ruling). As a result of the CJEU Ruling, the Swiss data protection regulator has questioned the status of the U.S.-Swiss Safe Harbor Framework. In light of these events, we have put in place measures to ensure that transfers of personal data from the European Economic Area (EEA) are carried out in compliance with EU data protection law, the guidance of data protection authorities, and evolving best practices. EU data protection law relating to transfers of personal data from the EEA to the United States is still evolving, and in the future we may find it necessary or desirable to make other changes to our personal data handling. Despite establishing procedures for our transfer of personal data from the EEA, EEA data protection regulators still have the power to find our transfers of personal data from the EEA to the United States to be in contravention of EU data protection laws and we may experience reluctance or refusal by current or prospective European customers to use our applications. In particular, we and our customers may face a risk of investigations or enforcement actions by data protection regulators in the EEA,

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and of fines and penalties. Responding to an investigation or enforcement action could divert management’s attention and resources, cause us to incur investigation, compliance and defense costs and other professional fees, and adversely affect our business, operating results, financial condition and cash flows.

In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. 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 data management practices or the features of our applications. 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 applications, which could have an adverse effect on our business. Any inability to adequately address privacy 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.

With respect to all of the above, any failure or perceived failure by us or our platform to comply with U.S., EU or other foreign privacy or security laws, policies, industry standards or legal obligations, or any security incident that results in the unauthorized access to, or acquisition, release or transfer of, personally identifiable information or other customer data may result in governmental investigations, inquiries, enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity. Such actions and penalties could divert management’s attention and resources, adversely affect our business, operating results, financial condition and cash flows, and cause our customers and partners to lose trust in our applications, which could have an adverse effect on our reputation and business.

We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the EU and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. Because global laws, regulations and industry standards concerning privacy, data protection and information security have continued to develop and evolve rapidly, it is possible that we or our applications may not be, or may not have been, compliant with each such applicable law, regulation, and industry standard.

Any such new laws, regulations, other legal obligations or industry standards, or any changed interpretation of existing laws, regulations or other standards may require us to incur additional costs and restrict our business operations. For instance, the outcome of the United Kingdom’s referendum to exit the EU has created uncertainty with regard to the future of data protection in the United Kingdom. If our privacy or data security measures fail to comply with current or future laws, regulations, policies, legal obligations or industry standards, we may be subject to litigation, regulatory investigations, fines or other liabilities, as well as negative publicity and a potential loss of business. Moreover, if future laws, regulations, other legal obligations or industry standards, or any changed interpretations of the foregoing limit our customers’ or partners’ ability to use and share personally identifiable information or our ability to store, process and share personally identifiable information or other data, demand for our applications could decrease, our costs could increase and our business, operating results and financial condition could be harmed.

Furthermore, the costs of compliance with, and other burdens imposed by, the laws, 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 applications. Privacy and personal information security concerns, whether valid or not valid, may inhibit market adoption of our applications particularly in certain industries and foreign countries.

We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws.

Our applications are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations

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administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. Exports of our applications 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 or criminal penalties, including the possible loss of export or import privileges, fines which may be imposed on us and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers. Obtaining the necessary authorizations, including any required license, for a particular sale may be time-consuming, is not guaranteed and may result in the delay or loss of sales opportunities. In addition, changes in our applications or changes in applicable export or import regulations may create delays in the introduction and sale of our applications in international markets, prevent our customers with international operations from deploying our applications or, in some cases, prevent the export or import of our applications to certain countries, governments or persons altogether. Any change in export or import regulations, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could also result in decreased use of our applications, or in our decreased ability to export or sell our applications to existing or potential customers with international operations. Any decreased use of our applications or limitation on our ability to export or sell our applications will likely adversely affect our business.

Furthermore, we incorporate encryption technology into certain of our applications. Various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our applications or could limit our customers’ ability to implement our applications in those countries. Encrypted products and the underlying technology may also be subject to export control restrictions. Governmental regulation of encryption technology and regulation of imports or exports of encryption products, or our failure to obtain required import or export approval for our applications, when applicable, could harm our international sales and adversely affect our revenue. Compliance with applicable regulatory requirements regarding the export of our applications, including with respect to new releases of our applications, may create delays in the introduction of our applications in international markets, prevent our customers with international operations from deploying our products throughout their globally-distributed systems or, in some cases, prevent the export of our applications to some countries altogether.

Moreover, U.S. export control laws and economic sanctions programs prohibit the shipment of certain applications and services to countries, governments and persons that are subject to U.S. economic embargoes and trade sanctions. Any violations of such economic embargoes and trade sanction regulations could have negative consequences, including government investigations, penalties and reputational harm.

Due to the global nature of our business, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act or similar anti-bribery laws in other jurisdictions in which we operate, and various international trade and export laws.

The global nature of our business creates various domestic and local regulatory challenges. The FCPA, the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit U.S.-based companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business to non-U.S. officials, or in the case of the U.K. Bribery Act, to any person. In addition, U.S. based companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. We operate in areas of the world that experience corruption by government officials to some degree and, in certain circumstances, compliance with anti-bribery laws may conflict with local customs and practices. Our global operations require us to import and export to and from several countries, which geographically stretches our compliance obligations. In addition, changes in such laws could result in increased regulatory requirements and compliance costs which could adversely affect our business, financial condition and operating results. We cannot assure that our employees or other software agents will not engage in prohibited conduct and render us responsible under the FCPA or the U.K. Bribery Act. If we are found to be in violation of the FCPA, the U.K. Bribery Act or other anti-bribery laws (either due to acts or inadvertence of our employees, or due to the acts or inadvertence of others), we could suffer criminal or civil penalties or other sanctions, which could have a material adverse effect on our business.

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Exposure to political developments in the United Kingdom, including the result of the June 2016 U.K. referendum on membership in the EU, could have a material adverse effect on us.

On June 23, 2016, a referendum was held on the United Kingdom’s membership in the EU, the outcome of which was a vote in favor of leaving the EU. The United Kingdom’s vote to leave the EU creates an uncertain political and economic environment in the United Kingdom and potentially across other EU member states, which may last for a number of months or years.

Article 50 of the Treaty of the European Union (Article 50) allows a member state to decide to withdraw from the EU in accordance with its own constitutional requirements. The formal process for leaving the EU will be triggered only when the United Kingdom delivers an Article 50 notice to the European Council, although informal negotiations around the terms of any exit may be held before such notice is given. Delivery of the Article 50 notice will start a two-year period for the United Kingdom to exit from the EU, although this period can be extended with the unanimous agreement of the European Council. Without any such extension (and assuming that the terms of withdrawal have not already been agreed), the United Kingdom’s membership in the EU would end automatically on the expiration of that two-year period.

The result of the referendum means that the long-term nature of the United Kingdom’s relationship with the EU is unclear and that there is considerable uncertainty as to when any such relationship will be agreed and implemented. In the interim, there is a risk of instability for both the United Kingdom and the EU, which could adversely affect our results, financial condition and prospects.

It is currently expected that the U.K. government will shortly commence negotiations in connection with any exit from the EU and will make a decision regarding the timing for giving an Article 50 notice. There is also considerable uncertainty as to whether, following any Article 50 notice being given, the arrangements for the United Kingdom to leave the EU will be agreed upon within the two-year period and, if not, whether an extension of that time period would be agreed upon. It is also possible that the EU will pressure the United Kingdom to exit prior to the end of the two-year period. There is also a risk of the United Kingdom’s exit from the EU being affected without mutually acceptable terms being agreed and that any terms of such exit could adversely affect our operating results, financial condition and prospects.

The uncertainty created by the United Kingdom’s vote to leave the EU has caused and may continue to cause significant volatility in global financial markets and the value of the British Pound or other currencies, including the Euro. For instance, we maintain a wholly-owned subsidiary in the United Kingdom as part of our operating and tax structure whose functional currency is the British Pound. Depending on the terms reached regarding any exit from the EU, it is possible that there may be adverse practical or operational implications on our business, including our operating and tax structure, and, as such, we may, in the future, need to make changes to our operating and tax structure or the functional currency of our U.K. subsidiary if such implications persist. Consequently, no assurance can be given as to the impact of the referendum outcome and, in particular, no assurance can be given that our business, operating results and financial condition will not be adversely impacted by the result.

The nature of our business requires the application of complex revenue and expense recognition rules and the current legislative and regulatory environment affecting generally accepted accounting principles is uncertain. Significant changes in current principles could affect our financial statements going forward and changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and harm our operating results.

The accounting rules and regulations that we must comply with are complex and subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. Recent actions and public comments from the FASB and the SEC have focused on the integrity of financial reporting and internal controls. In addition, many companies’ accounting policies are being subject to heightened scrutiny by regulators and the public. Further, the accounting rules and

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regulations are continually changing in ways that could materially impact our financial statements. For example, in May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, which will supersede nearly all existing revenue recognition guidance. Although the new standard permits early adoption as early as the first quarter of fiscal year 2018, the effective date of the new revenue standard is our first quarter of fiscal 2019. We do not plan to early adopt, and accordingly, we will adopt the new standard effective February 1, 2018. The new standard permits adoption either by using (i) a full retrospective approach for all periods presented in the period of adoption or (ii) a modified retrospective approach with the cumulative effect of initially applying the new standard recognized at the date of initial application and providing certain additional disclosures. We currently plan to adopt using the full retrospective approach; however, a final decision regarding the adoption method has not been finalized at this time. Our final determination will depend on a number of factors such as the significance of the impact of the new standard on our financial results, system readiness, including that of software procured from third-party providers, and our ability to accumulate and analyze the information necessary to assess the impact on prior period financial statements, as necessary. While we continue to assess the potential impacts, under the new standards there is the potential for significant impacts to the accounting for subscription revenue, particularly time-based licenses, accounting for professional services revenue, and accounting for incremental contract acquisition costs. The application of this new guidance may result in a change in the timing and pattern of revenue recognition including the retrospective recognition of revenue in historical periods that may negatively affect our future revenue trend, which, despite no change in associated cash flows, could have a material adverse effect on our net income. We cannot predict the impact of future changes to accounting principles or our accounting policies on our financial statements going forward, which could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of the change. In addition, if we were to change our critical accounting estimates, including those related to the recognition of license revenue and other revenue sources, our operating results could be significantly affected.

If our judgments or estimates relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our operating results could fall below expectations of securities analysts and investors, resulting in a decline in our stock price.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (GAAP) requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price. Significant judgments, estimates and assumptions used in preparing our consolidated financial statements include, or may in the future include, those related to revenue recognition, stock-based compensation expense, sales commissions costs, long-lived assets and accounting for income taxes including deferred tax assets and liabilities.

Our international operations subject us to potentially adverse tax consequences.

As a multinational corporation, we are subject to income taxes as well as non-income based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in both the United States and various foreign jurisdictions. Our domestic and international tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions and the timing of recognizing revenues and expenses. Additionally, the amount of income taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we file and changes to tax laws. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. From time to time, we are subject to income and

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non-income tax audits. While we believe we have complied with all applicable income tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law and assess us with additional taxes. Should we be assessed with additional taxes, there could be a material adverse effect on our business, operating results and financial condition.

Our future effective tax rate may be affected by such factors as changes in tax laws, regulations or rates, changing interpretation of existing laws or regulations, the impact of accounting for stock-based compensation, the impact of accounting for business combinations, changes in our international organization, and changes in overall levels of income before tax. In addition, in the ordinary course of our global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates are reasonable, we cannot ensure that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals.

We may not be able to repatriate our cash and undistributed earnings held in foreign jurisdictions without incurring additional tax liabilities.

As of October 31, 2016, we had $94.5 million of cash and cash equivalents on our balance sheet, $19.7 million of which was cash and cash equivalents held in foreign jurisdictions, most notably in the United Kingdom. Except as required under U.S. tax laws, we do not provide for U.S. taxes on approximately $0.1 million of cumulative undistributed earnings of foreign subsidiaries that have not been previously taxed, as we expect to invest such undistributed earnings indefinitely outside of the United States. We may not be able to repatriate cash and cash equivalents or undistributed earnings held in foreign jurisdictions without incurring additional tax liabilities and higher effective tax rates. Accordingly, our cash and cash equivalents or undistributed earnings held in foreign jurisdictions may effectively be trapped in such foreign jurisdictions unless we are willing to incur additional tax liabilities. In addition, there have been proposals to change U.S. tax laws that would significantly affect how U.S. multinational corporations are taxed on foreign earnings. Although we cannot predict whether or in what form this proposed legislation may pass, if enacted it could have a material adverse effect on our tax expense and cash flow.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

As of January 31, 2016, we had federal, state and foreign net operating loss carryforwards (NOLs) of $182.1 million, $199.8 million and $94.7 million, respectively, which, subject to the following discussion, are generally available to be carried forward to offset our future taxable income, if any, until such NOLs are used or expire. Our federal, state and foreign NOLs begin to expire in 2019.

In general, under Section 382 of the Internal Revenue Code of 1986, as amended (the Code), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. Similar rules may apply under state tax laws. Our existing NOLs may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change in connection with or after this offering, our ability to utilize NOLs could be further limited by Section 382 of the Code. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code. Furthermore, our ability to utilize NOLs of companies that we have acquired or may acquire in the future may be subject to limitations. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs, whether or not we attain profitability.

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations.

We do not collect sales and use, value added and similar taxes in all jurisdictions in which we have sales, based on our belief that such taxes are not applicable. Sales and use, value added and similar tax laws and rates vary

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greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties and interest or future requirements may adversely affect our results of operations.

Our facilities in California are located near known earthquake faults, and the occurrence of an earthquake or other catastrophic disaster could cause damage to our facilities, which could harm our operating results.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a material adverse impact on our business, operating results and financial condition. Our facilities in the San Francisco Bay Area are located near known earthquake fault zones and are vulnerable to damage from earthquakes. We are also vulnerable to damage from other types of disasters, including fire, floods, power loss, communications failures and similar events. If any disaster were to occur, our ability to operate our business at our facilities would be impaired. The insurance we maintain may not be adequate to cover and in some cases may exclude our losses resulting from disasters or other business interruptions. Accordingly, an earthquake or other disaster could harm our ability to conduct our business.

Risks Related to Our Common Stock and This Offering

An active trading market for our common stock may never develop or be sustained.

Although we have applied to list our common stock on The NASDAQ Global Select Market, we cannot assure you that an active trading market for our common stock will develop on that exchange or elsewhere or, if developed, that any market will be sustained. Accordingly, we cannot assure you of the likelihood of, or the liquidity of any trading market, your ability to sell your shares of common stock when desired or the prices that you may be able to obtain for your shares.

The price of our common stock may be volatile and the value of your investment could decline.

Technology stocks have historically experienced high levels of volatility. The trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control and may not be related to our operating performance, and this volatility may be exacerbated by the relatively small public float of our common stock. These fluctuations could cause you to lose all or part of your investment in our common stock. Factors that may cause the market price of our common stock to fluctuate include:

• announcements of new applications, services or technologies, relationships with partners, acquisitions or other events by us or our competitors;

• changes in economic conditions;

• changes in prevailing interest rates;

• price and volume fluctuations in the overall stock market from time to time;

• significant volatility in the market price and trading volume of technology companies in general and of companies in our industry;

• fluctuations in the trading volume of our shares or the size of our public float;

• actual or anticipated changes in our operating results or fluctuations in our operating results;

• quarterly fluctuations in demand for our loans;

• changes in accounting standards, policies, guidelines, interpretations or principles;

• whether our operating results meet the expectations of securities analysts or investors;

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• actual or anticipated changes in the expectations of investors or securities analysts;

• the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

• developments or disputes concerning our intellectual property or other proprietary rights;

• litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

• regulatory developments in the United States, foreign countries or both;

• major catastrophic events;

• sales of large blocks of our stock; and

• departures of key personnel.

In addition, if the market for technology stocks or the overall stock market experience a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business, and this could have a material adverse effect on our business, operating results and financial condition.

Sales of substantial amounts of our common stock in the public markets, or the perception that they might occur, could reduce the price that our common stock might otherwise attain and may dilute your voting power and your ownership interest in us.

Sales of a substantial number of shares of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate. The effect of sales of our common stock in the public market may be exacerbated by the relatively small public float of our common stock following this offering. Based on the total number of outstanding shares of our common stock as of October 31, 2016, upon completion of this offering and the concurrent private placement, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and assuming that we sell              shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $             per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, we will have              shares of common stock outstanding, assuming no exercise of our outstanding options. All of the shares of common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended (Securities Act), except for any shares held by our affiliates as defined in Rule 144 under the Securities Act.

Subject to certain exceptions described in the section titled “Underwriting,” we and all of our executive officers, directors and substantially all of our equity holders have agreed or will agree not to offer, sell or agree to sell, directly or indirectly, any shares of common stock without the permission of Morgan Stanley and Co. LLC and Goldman, Sachs & Co. for a period of 180 days from the date of this prospectus. All of the shares of common stock sold in the concurrent private placement will be subject to such lock-up period. When the lock-up period expires security holders will be able to sell their shares in the public market. In addition, the underwriters may, in their sole discretion, release all or some portion of the shares subject to lock-up agreements prior to the

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expiration of the lock-up period. See the section titled “Shares Eligible for Future Sale” for additional information. Sales of a substantial number of such shares upon expiration, or the perception that such sales may occur, or early release of the lock-up, could cause our share price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

In addition, following the completion of this offering, we intend to file a registration statement to register all shares subject to options and RSUs outstanding or reserved for future issuance under our equity compensation plans. Upon effectiveness of that registration statement, subject to the satisfaction of applicable exercise periods and applicable lock-up agreements with the representatives of the underwriters referred to above, the shares of common stock issued upon exercise of outstanding options or vesting and settlement of RSUs, including the              RSUs that will vest upon expiration of the lock-up period applicable to this offering, assuming an expiration date of                 , subject to certain limitations, will be available for immediate resale in the United States in the open market. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline. See the section titled “Shares Eligible for Future Sale” for additional information.

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, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range as set forth on the cover page of this prospectus, because the price that you pay will be substantially greater than the 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 founders and earlier investors paid substantially less than the initial public offering price when they purchased their shares of our capital stock. In addition, investors who purchase shares in this offering will contribute approximately     % of the total amount of equity capital raised by us through the date of this offering, but will only own approximately     % of our outstanding shares. In addition, we have issued options to acquire our common stock at prices significantly below the initial public offering price. To the extent outstanding options and warrants are ultimately exercised and RSUs vest, there will be further dilution to investors in this offering.

If we complete a concurrent private placement with certain of our stockholders, the available public float of our common stock will be reduced.

Pursuant to existing allocation agreements with certain of our existing stockholders, General Atlantic, Adage Capital Partners and Altimeter Partners, we have granted such stockholders the right, but not the obligation, to purchase shares of common stock from us, at the same per share purchase price as the initial public offering price, in a private placement concurrent to this offering. The sale of shares to General Atlantic, Adage Capital Partners or Altimeter Partners in the concurrent private placement, if any, will not be registered in this offering. If we complete the concurrent private placement, our available public float for our common stock will be reduced because each of General Atlantic, Adage Capital Partners and Altimeter Partners will be restricted from selling the shares purchased by them in the concurrent private placement pursuant to lock-up agreements they have entered into with the underwriters in this offering. As a result, the sale of common stock in the concurrent private placement to any of General Atlantic, Adage Capital Partners and Altimeter Partners would reduce the liquidity of our common stock relative to what it would have been had these shares been sold in this offering and been purchased by investors that were not affiliated with us.

If securities analysts do not publish or cease publishing research or reports about our business, or if they downgrade our stock, the price of our stock and trading volume could decline.

The trading market for our common stock could be influenced by any research and reports that securities or industry analysts publish about us or our business. We do not currently have, and may never obtain, research

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coverage by securities analysts. If no securities analysts commence coverage of our company, the trading price for our stock will be negatively impacted. In the event securities or industry analysts cover our company and one or more of these analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price will likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

The concentration of ownership among our executive officers, directors and principal stockholders will provide them, collectively, with substantial control over us after this offering and the concurrent private placement, which could limit your ability to influence the outcome of key transactions, including a change of control.

Our executive officers, directors and each of our stockholders who beneficially own greater than 5% of our outstanding common stock and their affiliates, in the aggregate, will beneficially own approximately     % of the outstanding shares of our common stock after this offering and the concurrent private placement, based on the number of shares outstanding as of October 31, 2016, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and assuming that we sell              shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus. As a result, these stockholders, if acting together, will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

We have broad discretion in the use of the net proceeds that we receive in this offering and the concurrent private placement and may not use them in a manner that increases our value.

We intend to use a portion of our net proceeds that we receive from this offering and the concurrent private placement for the repayment of our term loan, which had an outstanding balance of $20.0 million as of October 31, 2016, and pay a cash fee owed to our lender under our credit facility upon the completion of this offering which, as of October 31, 2016, we estimated to be $1.5 million. We also may use a portion of the net proceeds to satisfy tax withholding obligations related to the vesting of RSUs held by certain of our employees which will begin to vest upon expiration of the lock-up period applicable to this offering. We have not yet determined the specific allocation of the remaining net proceeds that we receive in this offering and the concurrent private placement. Rather, we intend to use the net proceeds we receive from this offering and the concurrent private placement for general corporate purposes, including working capital, sales and marketing activities, application and application enhancement development, investment in our technology and analytics, general and administrative matters and capital expenditures. We also may use a portion of the net proceeds to acquire complementary businesses, products, services or technologies. Accordingly, our management will have broad discretion over the specific use of the net proceeds that we receive in this offering and the concurrent private placement and might not be able to obtain a significant return, if any, on investment of these net proceeds. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value. If we do not use the net proceeds that we receive in this offering and the concurrent private placement effectively, then our business, operating results and financial condition could be harmed. Additionally, because we have not entered into definitive agreements with General Atlantic, Adage Capital Partners or Altimeter Partners governing the purchase of shares of common stock in the concurrent private placement, there can be no guarantee that the concurrent private placement will take place or that such investors will purchase the number of shares that they have indicated that they will.

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We do not intend to pay dividends for the foreseeable future.

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 operation of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of The NASDAQ Stock Market and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the JOBS Act). The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight will be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. Although we have already hired additional employees to help ensure compliance with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

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As a result of becoming a public company, we will be obligated to continue to develop and maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which 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, 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 completion 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 and, after we cease being an “emerging growth company,” a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting.

We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. We are in the process of upgrading our ERP system as well as other accounting and sales IT systems which may materially affect our internal control reporting. While we believe that the implementation of these new systems will in the long-term improve our internal controls and financial reporting functions, there may be delays and disruptions in our internal controls over financial reporting during this implementation period that may materially adversely affect our ability to monitor our business and timely prepare our financial statements.

We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. Our current controls and any new controls that we develop may become inadequate and weaknesses in our internal control over financial reporting may occur in the future. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.

We will be required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the JOBS Act, if we take advantage of the exemptions contained in the JOBS Act. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.

Our independent registered public accounting firm is not required to report on the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future.

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 public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with 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

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nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will cease to be an “emerging growth company” upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of this offering, (ii) the first fiscal year after our annual gross revenues are $1.0 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our common stock less attractive because we may rely on certain exemptions applicable to “emerging growth companies.” 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.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards will otherwise apply to private companies. However, we are irrevocably choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and under Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Upon the completion of this offering, our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that could depress the trading price of our common stock by acting to discourage, delay or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions include:

• establishing a classified board of directors so that not all members of our board of directors are elected at one time;

• authorizing the issuance of “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt;

• prohibiting stockholder action by written consent, which could require all stockholder actions to be taken at a meeting of our stockholders;

• prohibiting stockholders from calling a special meeting of our stockholders;

• providing that the board of directors is expressly authorized to make, alter or repeal our bylaws; and

• establishing advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

Additionally, we will be subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder and which may discourage, delay or prevent a change of control of our company.

Any provision of our amended and restated certificate of incorporation or 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.

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Our amended and restated bylaws will designate a state or federal court located within the State of Delaware or a state or federal court located within the city and county of San Francisco, California, 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 sole and exclusive forums for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or (4) any action asserting a claim against us that is governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware or a state or federal court located within the city and county of San Francisco, California, in all cases subject to the court’s having personal jurisdiction over indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to this provision of our amended and restated bylaws. The forum selection clause in our amended and restated bylaws may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

• our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses, ability to generate cash flow, revenue mix and ability to achieve and maintain future profitability;

• anticipated trends, growth rates and challenges in our business and in the markets in which we operate;

• the impact of seasonality on our business;

• our anticipated growth and growth strategies and our ability to effectively manage that growth;

• our ability to maintain and expand our customer base and our partner network;

• our ability to retain our customers and broaden their use of our applications;

• our ability to sell our applications and expand internationally;

• our ability to anticipate market needs and develop new and enhanced solutions to meet those needs, and our ability to successfully monetize them;

• our ability to hire and retain necessary qualified employees to grow our business and expand our operations;

• the evolution of technology affecting our applications, platform and markets;

• our ability to adequately protect our intellectual property;

• our liquidity and working capital requirements;

• our spending of the net proceeds from this offering and the concurrent private placement;

• our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business both in the United States and internationally;

• our ability to successfully implement new IT systems and processes, including a new ERP system;

• our ability to successfully complete the rearchitecture of our application intelligence software platform;

• the estimates and estimate methodologies used in preparing our consolidated financial statements and determining option exercise prices; and

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

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results and growth prospects. The outcome of the events described in these forward-looking statements is subject to risks,

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uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. 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. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may 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. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

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INDUSTRY AND MARKET 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 reports from Accenture LLP (Accenture), International Data Corporation (IDC), Forrester Research, Inc. (Forrester), Gartner, Inc. (Gartner), The Board of Governors of the Federal Reserve System (U.S. Federal Reserve) and McKinsey & Company (McKinsey) and data from S&P Global Market Intelligence. These industry publications, reports, surveys and data 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. Furthermore, unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on information and data from various sources, including S&P Global Market Intelligence and Gartner, on assumptions that we have made that are based on that information and data and other similar sources and on our knowledge of the markets for our applications and services. This information involves a number of assumptions, limitations and estimates, and there is no assurance that any of them will be reached. Based on our industry experience, we believe that the publications, reports, surveys and data 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, reports and estimates made by these independent third parties and by us.

The Accenture Report described herein refers to:

(1) Accenture, Customer 2020: Are You Future-Ready or Reliving the Past?, dated as of 2014.

The Forrester Reports described herein (Forrester Reports) represents data, research, opinions or viewpoints published as part of a syndicated subscription service, by Forrester, and are not representations of fact. The Forrester Reports speak as of the original publication date (and not as of the date of this prospectus) and the opinions expressed in the Forrester Reports are subject to change without notice. The Forrester Reports consist of:

(1) Forrester, Forrester Research eCommerce Forecast 2014 To 2019 (US), dated April 22, 2015, by Sucharita Mulpuru, Victoria Boutan, Carrie Johnson, Susan Wu and Laura Naparstek.

(2) Forrester, Optimize Performance for Global and Mobile eCommerce, dated March 30, 2016, as updated April 7, 2016, by Mark Grannan.

(3) Forrester, Predictions 2016: The New Breed of CIO, dated November 2, 2015, by Nigel Fenwick and Pascal Matzke.

The U.S. Federal Reserve Report described herein refers to:

(1) U.S. Federal Reserve, Consumers and Mobile Financial Services 2016, dated March 2016, by Sam Dodini, Alejandra Lopez-Fernandini, Ellen Merry and Logan Thomas.

The IDC Reports described herein consist of:

(1) IDC, All About Face: Digital Transformation Spurring Growth for Customer-Facing Business Processes, dated March 2015, by Eileen Smith.

(2) IDC, DevOps and the Cost of Downtime: Fortune 1000 Best Practice Metrics Quantified, dated December 2014, by Stephen Elliot.

(3) IDC, Service Innovation: Understanding Worldwide Digital Transformation Spending Trends, dated May 2016, by Eileen Smith and Suya Xiong.

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The McKinsey Reports described herein consist of:

(1) McKinsey, Beyond Agile: Reorganizing IT for Faster Software Delivery, dated September 2015, by Oliver Bossert, Chris Ip and Irina Starikova.

(2) McKinsey, Digitizing the Value Chain, dated March 2015, by John Nanry, Subu Narayanan and Louis Rassey.

The Gartner Report(s) described herein, (the Gartner Report(s)) represent(s) research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this Prospectus) and the opinions expressed in the Gartner Report(s) are subject to change without notice. Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose. The Gartner Reports, which appear in this prospectus in the order below, consist of:

(1) Gartner, Forecast: Enterprise Software Markets, Worldwide, 2013-2020, 4Q16 Update, dated December 16, 2016, by Matthew Cheung, Yanna Dharmasthira, Chad Eschinger, Robert P. Anderson, Bianca Francesca Granetto, April Adams, Laurie F. Wurster, Federico De Silva, Colleen Graham, Fabrizio Biscotti, Chris Pang, Hai Hong Swinehart, Bhavish Sood, Nigel Montgomery, Sid Deshpande, Michael Warrilow, Neha Kumar, Terilyn Palanca, Jim Hare, Alys Woodward, Julian Poulter, JP Corriveau, Craig Roth appearing on pages 4 and 115 of this prospectus.

(2) Gartner, IT Market Clock for Programing Languages, 2016, dated September 19, 2016, by Mark Driver, appearing on page 113 of this prospectus.

(3) Gartner, Magic Quadrant for Application Performance Monitoring Suites, dated December 21, 2016, by Cameron Haight, Will Cappelli and Federico De Silva, appearing on page 117 of this prospectus.

The S&P Global Market Intelligence data described herein represents proprietary data gathered by S&P Global Market Intelligence and is not a representation of fact. The S&P Global Market Intelligence data is as of October 28, 2016 (and not as of the date of this prospectus) and is subject to change without notice.

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USE OF PROCEEDS

We estimate that the net proceeds from our sale of              shares of common stock in this offering, excluding the concurrent private placement, will be approximately $         million, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions from this offering and estimated offering expenses payable by us. If the underwriters’ option to purchase additional shares of our common stock from us is exercised in full, we estimate that the net proceeds to us would be approximately $         million, after deducting estimated underwriting discounts and commissions from this offering and estimated offering expenses payable by us. A $1.00 increase or decrease in the assumed initial public offering price would increase or decrease the net proceeds to us from this offering 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 from this offering. Each increase or decrease of one million shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by $         million, assuming that the assumed initial public offering price, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions from this offering.

Pursuant to the allocation agreements with General Atlantic, Adage Capital Partners and Altimeter Partners, we have granted such investors the right, but not the obligation, to purchase shares of our common stock from us, at the same purchase price per share as investors who participate in this offering, in a private placement concurrent to this offering. We estimate that our proceeds from the sale of common shares in the concurrent private placement will be approximately $         million, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus. Because we have not entered into definitive agreements with General Atlantic, Adage Capital Partners or Altimeter Partners governing the purchase of shares of common stock in the concurrent private placement, there can be no guarantee that the concurrent private placement will take place or that such investors will purchase the number of shares that they have indicated that they will. See the section titled “Description of Capital Stock—Allocation Agreements and Concurrent Private Placement” for additional information.

The principal purposes of this offering are to repay our term loan under our credit facility, to increase our capitalization and financial flexibility, to create a public market for our stock and thereby enable access to the public equity markets for our employees and stockholders, to obtain additional capital and to increase our visibility in the marketplace. We intend to use a portion of the net proceeds from this offering and the concurrent private placement to fully repay our term loan under our credit facility (including related prepayment penalties, accrued interest and related fee payments), which had an outstanding balance of $20.0 million as of October 31, 2016, and pay a cash fee owed to our lender under our credit facility as a result of the completion of this offering which, as of October 31, 2016, we estimated to be $1.5 million. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility” for additional information regarding our term loan and the related cash fee. We also may use a portion of the net proceeds to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs) held by certain of our employees which will begin to vest upon expiration of the lock-up period applicable to this offering. We do not currently know the amount of net proceeds that may be used to satisfy these tax withholding obligations because it would be dependent on a number of factors, including our stock price on the date of vesting and the number of RSUs that vest on such date. We currently expect that the average of these withholding tax rates will be approximately 45%. Assuming an initial public offering price of $         per share, the midpoint of the estimated price range set forth on the cover page of this prospectus,          RSUs vesting on such date and the applicable income tax rate for certain of our employees from whom we may withhold taxes, we would use approximately $         million to satisfy these tax withholding obligations. A $1.00 increase or decrease in the assumed initial public offering price of $         per share, the midpoint of the estimated price range set forth

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on the cover page of this prospectus, assuming no change to the applicable tax rates, would increase or decrease the amount we would be required to pay to satisfy these tax withholding obligations by approximately $         million. We expect to use the remaining proceeds for general corporate purposes, including working capital, sales and marketing activities, solution and platform development, general and administrative matters and capital expenditures, although we do not currently have any specific or preliminary plans with respect to the use of proceeds for such purposes. We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments. We will have broad discretion over the uses of the net proceeds of this offering and the concurrent private placement. Pending these uses, we intend to invest the net proceeds from this offering and the concurrent private placement in short-term and long-term, investment-grade, interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, corporate bonds and guaranteed obligations of the U.S. government.

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. In addition, our credit facility contains restrictions on our ability to declare and pay cash dividends on our capital stock.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of October 31, 2016 on:

• an actual basis;

• a pro forma basis, giving effect to (i) the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into 74,656,115 shares of our common stock immediately prior to the completion of this offering, and (ii) the filing of our amended and restated certificate of incorporation in Delaware, which will occur in connection with the completion of this offering; and

• a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above, (ii) the receipt of $         million in proceeds from the sale and issuance by us of              shares of common stock offered by this prospectus at an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions from this offering and estimated offering expenses payable by us and (iii) our use of a portion of our net proceeds of this offering fully repay our term loan under our credit facility, which had an outstanding balance of $20.0 million as of October 31, 2016, and pay a cash fee to our lender under our credit facility that will become due as a result of the completion of this offering which, as of October 31, 2016, we estimated to be $1.5 million.

The information below is illustrative only and our capitalization following 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 the information in this table together with 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.

	As of October 31, 2016
	Actual			Pro Forma		Pro Forma As Adjusted(1)(2)
	(in thousands, except share and per share data)
Cash, cash equivalents and marketable securities	$	141,959		$		$
Long-term debt, including current maturities	$	22,604		$
Redeemable convertible preferred stock, $0.001 par value, 74,656,115 shares authorized; 74,656,115 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		310,147			—
Stockholders’ deficit:
Common stock, $0.001 par value, 155,000,000 shares authorized, actual, and 1,100,000,000 shares authorized pro forma and pro forma as adjusted; 33,912,891,             and              shares issued and outstanding, actual, pro forma and pro forma as adjusted		34
Preferred stock, $0.001 par value, no shares authorized, issued and outstanding, actual; 100,000,000 shares authorized; no shares issued and outstanding, pro forma and pro forma as adjusted		—
Additional paid-in capital		53,717
Accumulated other comprehensive income		16,279
Accumulated deficit		(476,811	)
Total stockholders’ deficit		(406,781	)
Total capitalization	$	(96,634	)	$		$

(1) If we sell              shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range

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set forth on the cover page of this prospectus, our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ deficit and total capitalization would be $         million, $         million, $         million and $         million, respectively.

(2) Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease each of cash and cash equivalents, additional paid-in capital, total stockholders’ deficit and total capitalization by approximately $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, assuming that we sell              shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions from this offering. Similarly, each increase or decrease of one million shares in the number of shares offered by us would increase or decrease, as applicable, cash and cash equivalents, additional paid-in capital, total stockholders’ deficit and total capitalization by approximately $         million, assuming an initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions from this offering. The pro forma as adjusted 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.

If the underwriters’ option to purchase additional shares of our common stock from us were exercised in full, and assuming that we sell              shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ deficit and total capitalization as of October 31, 2016 would be $         million, $         million, $         million and $         million, respectively.

The number of shares of common stock that will be outstanding after this offering and the concurrent private placement is based on 108,569,006 shares of common stock (including redeemable convertible preferred stock on an as-converted basis) outstanding as of October 31, 2016, and excludes:

• 14,027,005 shares of common stock issuable upon the exercise of options to purchase common stock under our 2008 Stock Plan (2008 Plan) that were outstanding as of October 31, 2016, with a weighted-average exercise price of $3.48 per share;

• 21,638,623 shares of common stock issuable upon the vesting of RSUs under our 2008 Plan that were outstanding as of October 31, 2016;

• 42,500 shares of common stock issuable upon the exercise of options to purchase common stock under our 2008 Plan that were granted after October 31, 2016, with an exercise price of $12.70 per share;

• 1,032,866 shares of common stock issuable upon the vesting of RSUs under our 2008 Plan that were granted after October 31, 2016;

• 201,636 shares of common stock issuable upon the exercise of warrants outstanding as of October 31, 2016, with an exercise price of $1.60 per share; and

•              additional shares of common stock, subject to increase on an annual basis, reserved for future issuance under our 2017 Equity Incentive Plan (2017 Plan), which will become effective one business day prior to the effectiveness of the registration statement of which this prospectus forms a part, at which time we will cease granting awards under our 2008 Plan; and

•              additional shares of common stock, subject to increase on an annual basis, reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective one business day prior to the effectiveness of the registration statement of which this prospectus forms a part.

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Our 2017 Plan will provide for annual automatic increases in the number of shares reserved thereunder and also will provide for increases to the number of shares of common stock that may be granted thereunder based on shares underlying any awards under our 2008 Plan that expire, are forfeited or are otherwise terminated, as more fully described in the section titled “Executive Compensation—Employee Benefits and Stock Plans.”

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DILUTION

If you invest in our common stock in this offering, your interest will be diluted 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. Net tangible book value dilution per share to public investors represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma as adjusted net tangible book value per share of common stock immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of common stock outstanding. Our historical net tangible book value as of October 31, 2016 was $(98.7) million, or $(0.91) per share. Our pro forma net tangible book value as of October 31, 2016 was $         million, or $         per share, based on the total number of shares of our common stock outstanding as of October 31, 2016, after giving effect to the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into shares of common stock, which will occur upon the completion of this offering.

After giving effect to the sale by us of              shares of our common stock in this offering at the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and deducting estimated underwriting discounts and commissions from this offering and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of October 31, 2016 would have been approximately $         million, or $         per share. This represents an immediate increase in pro forma net tangible book value of $         per share to our existing stockholders and an immediate dilution of $         per share to investors purchasing shares of common stock in this offering at the assumed initial public offering price.

The following table illustrates this dilution:

Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of October 31, 2016	$
Increase in pro forma net tangible book value per share attributable to public investors in this offering
Pro forma net tangible book value per share immediately after this offering		$
Dilution in pro forma net tangible book value per share to public investors in this offering		$

If we sell                  shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, the pro forma as adjusted net tangible book value per share of our common stock immediately after the offering and the concurrent private placement would be $         per share, and the dilution in pro forma net tangible book value per share to public investors in this offering would be $         per share.

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to public investors by $        , and would increase or decrease, as applicable, dilution per share to public investors 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, assuming that we sell                  shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions from this offering. Similarly, each increase or decrease of one million shares in the number of

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shares offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by $     per share and increase or decrease, as applicable, the dilution to public investors by $         per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions from this offering. In addition, to the extent any outstanding options to purchase common stock are exercised, public investors will experience further dilution.

If the underwriters exercise their option to purchase additional shares from us in full, and assuming that we sell                  shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering would be $         per share, and the dilution in pro forma net tangible book value per share to public investors in this offering would be $         per share.

The following table presents on a pro forma as adjusted basis as of October 31, 2016, after giving effect to the conversion of all outstanding shares of redeemable convertible preferred stock into shares of common stock in connection with the completion of this offering, the differences between the existing stockholders and the public investors purchasing shares of our common stock in this offering, with respect to the number of shares purchased from us, the total consideration paid or to be paid to us, giving effect to the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions from this offering and estimated offering expenses payable by us.

	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent
Existing stockholders				%	$			%	$
Public investors
Total			100.0	%	$		100.0	%

If we sell                  shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, our existing stockholders (including our existing investors purchasing shares in the concurrent private placement) would own         %, and the public investors purchasing shares of our common stock in this offering would own         % of the total number of shares of our common stock outstanding upon the completion of this offering and the concurrent private placement.

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share would increase or decrease the total consideration paid by public investors and total consideration paid by all stockholders 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, assuming that we sell                  shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions from this offering. In addition, to the extent any outstanding options to purchase common stock are exercised, public investors will experience further dilution.

If the underwriters exercise their option to purchase additional shares from us in full, and assuming that we sell                  shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page

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of this prospectus, our existing stockholders (including our existing investors purchasing shares in the concurrent private placement) would own     %, and the public investors purchasing shares of our common stock in this offering would own     % of the total number of shares of our common stock outstanding upon the completion of this offering and the concurrent private placement.

The number of shares of common stock that will be outstanding after this offering and the concurrent private placement is based on 108,569,006 shares of common stock (including redeemable convertible preferred stock on an as-converted basis) outstanding as of October 31, 2016, and excludes:

• 14,027,005 shares of common stock issuable upon the exercise of options to purchase common stock under our 2008 Stock Plan (2008 Plan) that were outstanding as of October 31, 2016, with a weighted-average exercise price of $3.48 per share;

• 21,638,623 shares of common stock issuable upon the vesting of RSUs under our 2008 Plan that were outstanding as of October 31, 2016;

• 42,500 shares of common stock issuable upon the exercise of options to purchase common stock under our 2008 Plan that were granted after October 31, 2016, with an exercise price of $12.70 per share;

• 1,032,866 shares of common stock issuable upon the vesting of RSUs under our 2008 Plan that were granted after October 31, 2016;

• 201,636 shares of common stock issuable upon the exercise of warrants outstanding as of October 31, 2016, with an exercise price of $1.60 per share; and

•              additional shares of common stock, subject to increase on an annual basis, reserved for future issuance under our 2017 Equity Incentive Plan (2017 Plan), which will become effective one business day prior to the effectiveness of the registration statement of which this prospectus forms a part, at which time we will cease granting awards under our 2008 plan; and

•              additional shares of common stock, subject to increase on an annual basis, reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective one business day prior to the effectiveness of the registration statement of which this prospectus forms a part.

Our 2017 Plan will provide for annual automatic increases in the number of shares reserved thereunder and also will provide for increases to the number of shares of common stock that may be granted thereunder based on shares underlying any awards under our 2008 Plan that expire, are forfeited or are otherwise terminated, as more fully described in the section titled “Executive Compensation—Employee Benefits and Stock Plans.”

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SELECTED CONSOLIDATED FINANCIAL DATA

We have derived the selected consolidated statements of operations data for the fiscal years ended January 31, 2014, 2015 and 2016 and the consolidated balance sheet data as of January 31, 2015 and 2016 from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statements of operations data for the nine months ended October 31, 2015 and 2016 and the consolidated balance sheet data as of October 31, 2016 are derived from our unaudited consolidated financial statements that are included elsewhere in this prospectus. The selected consolidated financial data below should be read 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 included elsewhere in this prospectus. The selected consolidated financial data in this section are not intended to replace our consolidated financial statements and the related notes, and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not necessarily indicative of the results we expect for the full fiscal year or any other period.

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenues:
Subscription	$	18,946		$	42,971		$	87,251		$	60,605		$	110,086
License		3,682			33,954			51,516			34,801			32,608
Professional services and other		972			4,940			11,825			7,384			15,733
Total revenues		23,600			81,865			150,592			102,790			158,427
Cost of revenues:
Subscription(1)		6,393			9,884			19,801			13,959			16,980
License		69			284			565			381			648
Professional services and other(1)		4,807			8,478			18,347			12,399			21,061
Total cost of revenues		11,269			18,646			38,713			26,739			38,689
Gross profit		12,331			63,219			111,879			76,051			119,738
Operating expenses:
Sales and marketing(1)		49,497			85,920			132,297			89,379			118,303
Research and development(1)		21,719			34,072			57,743			42,505			51,499
General and administrative(1)(2)		8,398			33,233			48,563			32,937			37,802
Total operating expenses		79,614			153,225			238,603			164,821			207,604
Operating loss		(67,283	)		(90,006	)		(126,724	)		(88,770	)		(87,866	)
Interest expense		(128	)		(1,958	)		(3,258	)		(2,173	)		(3,019	)
Other income (expense), net		(466	)		(1,999	)		(2,968	)		(872	)		(2,682	)
Loss before income taxes		(67,877	)		(93,963	)		(132,950	)		(91,815	)		(93,567	)
Provision for income taxes		461			284			1,109			581			1,510
Net loss	$	(68,338	)	$	(94,247	)	$	(134,059	)	$	(92,396	)	$	(95,077	)
Net loss per share, basic and diluted(3)	$	(3.43	)	$	(3.96	)	$	(4.85	)	$	(3.40	)	$	(3.16	)
Weighted-average shares outstanding used in calculating net loss per share, basic and diluted(3)		19,932			23,781			27,657			27,173			30,115
Pro forma net loss per share, basic and diluted(3)							$						$
Pro forma weighted-average shares outstanding used in calculating net loss per share, basic and diluted(3)

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(1) Includes stock-based compensation expense as follows:

	Year Ended January 31,						Nine Months Ended October 31,
	2014		2015		2016		2015		2016
	(in thousands)
Cost of subscription revenue	$	159	$	345	$	874	$	660	$	394
Cost of professional services and other revenue		73		165		598		333		518
Sales and marketing		2,323		3,581		4,819		3,393		2,939
Research and development		753		1,393		3,185		2,283		2,172
General and administrative(a)		346		2,569		11,918		9,684		(2,341	)
Total stock-based compensation expense	$	3,654	$	8,053	$	21,394	$	16,353	$	3,682

(a) During the nine months ended October 31, 2016, we reversed $5.6 million of previously recognized stock-based compensation expense related to the unvested portion of certain awards that were cancelled upon one of our executive’s resignation from employment with us.

(2) General and administrative expense for the year ended January 31, 2015 includes $10.0 million related to a one-time litigation settlement.

(3) See Note 11 of the notes to our consolidated financial statements for a description of how we calculate net loss per share, basic and diluted, and pro forma net loss per share, basic and diluted.

	January 31,
	2015			2016			October 31, 2016
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and marketable securities	$	71,000		$	147,827		$	141,959
Working capital (deficit)		10,069			70,378			(3,527	)
Total assets		144,287			280,703			277,506
Deferred revenue		115,073			223,017			301,553
Long-term debt, including current maturities		22,594			23,702			22,604
Redeemable convertible preferred stock		156,137			310,147			310,147
Total stockholders’ deficit		(195,134	)		(333,119	)		(406,781	)

Key Metrics

We monitor the following key non-GAAP financial and operating metrics to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. In addition to our results determined in accordance with generally accepted accounting principles in the United States of America (GAAP), we believe the following non-GAAP financial and operating metrics are useful in evaluating our operating performance.

Dollar-Based Net Retention Rate. We believe that dollar-based net retention rate is a key metric to measure the long-term value of our customer relationships and is driven by our ability to retain and expand the recurring revenue generated from our existing customers. Our dollar-based net retention rate compares the recurring contract value from the same set of customers across comparable periods. Given the repeat buying pattern of our customers and the average term of our contracts, we measure this metric over a set of customers who have been with us for at least one full year. To calculate our dollar-based net retention rate for a particular trailing 12-month period, we first establish the recurring contract value for the previous trailing 12-month period. This effectively represents recurring dollars that we should expect in the current trailing 12-month period from the cohort of customers from the previous trailing 12-month period without any expansion or contraction. We subsequently measure the recurring contract value in the current trailing 12-month period from the cohort of customers from the previous trailing 12-month period. Dollar-based net retention rate is then calculated by dividing the aggregate

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recurring contract value in the current trailing 12-month period by the previous trailing 12-month period. Recurring contracts are time-based arrangements for subscriptions and do not include perpetual license or professional services arrangements.

Our dollar-based net retention rates were as follows:

	Trailing 12 Months Ended January 31,									Trailing 12 Months Ended October 31,
	2014			2015			2016			2015			2016
Dollar-based net retention rate		121	%		134	%		123	%		122	%		127	%

Free Cash Flow. Free cash flow is a non-GAAP financial measure that we calculate as net cash (used in) provided by operating activities less purchases of property and equipment. We believe that free cash flow is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our core operations that, after the purchases of property and equipment, can be used for strategic initiatives, including investing in our business, making strategic acquisitions, and strengthening our balance sheet. See the subsection below titled “—Reconciliation of Non-GAAP Financial Measures” for information regarding the limitations of using free cash flow as a financial measure and for a reconciliation of free cash flow to cash provided by (used in) operating activities, the most directly comparable financial measure calculated in accordance with GAAP.

Our free cash flows were as follows:

	Year Ended January 31,									Nine Months Ended October 31, 2016
	2014			2015			2016			2015			2016
	(in thousands)
Free cash flow	$	(32,324	)	$	(36,611	)	$	(41,838	)	$	(47,429	)	$	(7,768	)

Billings. Given that we generally bill our customers at the time of sale, but typically recognize a majority of the related revenue ratably over time, we use billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. Billings consists of our total revenues plus the change in our deferred revenue in a given period. Billings reflects sales to new customers plus subscription renewals and additional sales to existing customers. For subscriptions, which we define as time-based licenses and associated maintenance and support, software-as-a-service (SaaS) subscriptions and associated maintenance and support and hosting services, and software maintenance and support associated with perpetual licenses, we typically invoice our customers at the beginning of the term, in multi-year, annual, quarterly or monthly installments, as applicable. Only amounts invoiced to a customer in a given period are included in billings. While we believe that billings provides valuable insight into the cash that will be generated from sales of our applications and services, this metric may vary from period-to-period for a number of reasons, and therefore has a number of limitations as a quarter to quarter or year-over-year comparative measure. These reasons include, but are not limited to, (i) a variety of customer contractual terms could result in some periods having a higher proportion of multi-year time-based licenses than other periods, (ii) as we experience an increasing number of larger sales transactions, the timing of executing these larger transactions has and will continue to vary, with some transactions occurring in quarters subsequent to or in advance of those that we anticipated and (iii) fluctuations in payment terms affecting the billings recognized in a particular period. See the subsection below titled “—Reconciliation of Non-GAAP Financial Measures” for information regarding the limitations of using billings as a financial measure and for a reconciliation of billings to revenue, the most directly comparable financial measure calculated in accordance with GAAP.

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Our billings were as follows:

	Year Ended January 31,						Nine Months Ended October 31,
	2014		2015		2016		2015		2016
	(in thousands)
Billings	$	62,053	$	140,178	$	258,536	$	164,661	$	236,963

Reconciliation of Non-GAAP Financial Measures

Our non-GAAP financial measures, free cash flow and billings, have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, free cash flow and billings are not substitutes for cash provided by operating activities and revenue, respectively. Second, other companies may calculate similar non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Additionally, the utility of free cash flow as a measure of our financial performance and liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period. Furthermore, as billings is affected by a combination of factors, including the timing of sales, the mix of subscriptions and perpetual licenses sold and the relative duration of contracts sold, and each of these elements has unique characteristics in the relationship between billings and revenue, our billings activity is not closely correlated to revenue except over longer periods of time.

The following tables reconcile the most directly comparable GAAP financial measure to each of these non-GAAP financial measures.

Free Cash Flow

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
	(in thousands)
Cash provided by (used in) operating activities	$	(25,030	)	$	(34,831	)	$	(32,492	)	$	(39,716	)	$	(2,201	)
Less: Purchases of property and equipment		(7,294	)		(1,780	)		(9,346	)		(7,713	)		(5,567	)
Free cash flow	$	(32,324	)	$	(36,611	)	$	(41,838	)	$	(47,429	)	$	(7,768	)

Billings

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
	(in thousands)
Revenues	$	23,600		$	81,865		$	150,592		$	102,790		$	158,427
Total deferred revenue, end of period		56,760			115,073			223,017			176,944			301,553
Less: Total deferred revenue, beginning of period		(18,307	)		(56,760	)		(115,073	)		(115,073	)		(223,017	)
Change in deferred revenue		38,453			58,313			107,944			61,871			78,536
Billings	$	62,053		$	140,178		$	258,536		$	164,661		$	236,963

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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 together with the section titled “Selected Consolidated Financial Data” and the consolidated financial statements and related notes that are included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those set forth in the section titled “Risk Factors” and in other parts of this prospectus. Our fiscal year ends on January 31. Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not necessarily indicative of the results we expect for the full fiscal year or any other period.

Overview

We offer an innovative, enterprise-grade application intelligence software platform that is uniquely positioned to enable enterprises to accelerate their digital transformations by actively monitoring, analyzing and optimizing complex application environments at scale. Our integrated suite of applications monitors the performance of software applications and IT infrastructures, down to the underlying code, and automatically correlates them into logical “business transactions,” such as booking a flight in a web browser, transferring money on a mobile device, getting directions through a car’s navigation system or locating physical goods in an inventory system. Real-time information about the performance of these business transactions provides our customers with actionable insights into their end-user experiences, the activities required to improve them and the business outcomes associated with them. Our integrated suite of applications enables our customers to make faster decisions that enhance customer engagement and improve operational and business performance.

We were founded in 2008 and introduced our first application in 2009, our Application Performance Management application for Java, focused on monitoring complex, distributed software applications. In 2009, we also introduced the business transaction to align the goals of our customers’ business, development and IT operations teams. In 2010, we introduced dynamic baselining and began to offer Application Performance Management as a software-as-a-service (SaaS) subscription. In 2011, we expanded our Application Performance Management solution to support modern .NET architectures as well as cloud-based software applications. In 2013, we introduced the first iterations of our Infrastructure Visibility and End-User Monitoring applications. In 2014, we expanded the capabilities of our End-User Monitoring application to monitor Android and iOS mobile applications and introduced our first analytics offering. In 2015, we further expanded our offerings to support Python and C/C++ programming languages.

We generate revenue primarily from sales of subscriptions, which we define as (i) time-based licenses and associated maintenance and support, (ii) SaaS subscriptions and associated maintenance and support and hosting services, and (iii) software maintenance and support associated with perpetual licenses. We also generate revenue from perpetual licenses of our integrated suite of applications and, to a lesser extent, from professional services and training. Our maintenance and support agreements provide customers with the right to unspecified software upgrades, maintenance releases and patches released during the term of the maintenance agreement on a when-if-and-if-available basis, and rights to technical support. When our applications are deployed within a customer’s own datacenter or private cloud, they are installed on the customer’s infrastructure, and offered as a time-based or perpetual license. When our applications are delivered as a SaaS subscription, we handle their operational needs in a third-party hosted datacenter. We also provide our customers with SaaS subscriptions the option to deploy all or a portion of our software on-premises as a time-based license.

SaaS subscriptions and time-based licenses are typically one or three years in duration, and are bundled with software updates and customer support services. We recognize revenue from SaaS subscriptions and time-based licenses ratably over the subscription term or license period, once the software has been delivered and the

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provision of each undelivered service has commenced. Perpetual licenses are typically accompanied by separately priced annual maintenance and support arrangements. We generally recognize revenue from our perpetual licenses upon delivery, assuming all the other revenue recognition criteria are satisfied. If vendor-specific objective evidence (VSOE) of fair value of one or more undelivered elements does not exist, all revenue is deferred and recognized upon the delivery of those elements unless the undelivered element is maintenance and support services, in which case the perpetual license revenue is recognized on a straight-line basis over the term of the maintenance and support services. For arrangements that have two or more undelivered services such as maintenance and support services, hosting services or professional services for which we have not established VSOE of fair value, we use the combined services approach to recognize revenue for these transactions. Under the combined services approach, the entire fee is recognized on a straight-line basis, once the software has been delivered and the provision of each undelivered service has commenced, over the longer of the maintenance and support services period, the hosting period or the period the professional services are expected to be performed. Revenue derived from professional service contracts are generally recognized upon delivery when sold in conjunction with a perpetual license, or ratably over the term of the arrangement when sold in conjunction with a SaaS subscription or a time-based license. Customers typically pay our multi-year arrangements in full at the time they enter into the contract.

We offer three different editions of our applications: Peak, Pro and Lite. Our Pro edition provides our customers with the full functionality of our three key applications, Application Performance Management, End-User Monitoring and Infrastructure Visibility. Our Peak edition combines our Pro edition capabilities with our Business iQ, real-time business monitoring capabilities and other enhanced features and functionalities. Each of our Peak and Pro editions has an optional Test & Dev version that is restricted for use in non-production environments. Our Lite edition is a limited, free version which can be accessed and downloaded from our website. Our Peak and Pro editions are primarily sold on a per agent basis. In addition, certain applications, such as our Real-User Monitoring application module, while sold on a per agent basis, have a limit on the number of monthly active users or page views that can be monitored by each agent. We do not charge a separate variable fee based on the number of active users or page views that are monitored. The number of agents, active users or page views, as applicable, and related prices are specified in our sales orders, therefore, we consider these fees to be fixed or determinable at the outset of an arrangement. Accordingly, we recognize revenue on delivery of the license assuming all other revenue recognition criteria have been met. To support hybrid deployments, we allow our customers to switch between an on-premises deployment and a SaaS subscription deployment. When switching from an on-premises deployment to a cloud deployment, the customer pays us an additional hosting fee for handling their operational needs in a third-party hosted data center.

Each of our three key applications are offered on both a subscription and perpetual license basis. Although sales of perpetual licenses have accounted for a significant portion of our business, in recent years subscription revenue has grown as a percentage of our total revenues and represents a majority of our total revenues reflecting evolving customer preferences for subscription offerings. We believe that this shift in customer preferences from perpetual licenses to subscriptions is being driven by the powerful trends that are transforming the ways that enterprises manage their software application environments and underlying IT infrastructures, including the continued migration to the cloud. Evidencing this shift, we have seen subscription revenue increase to 69% of our total revenues in the nine months ended October 31, 2016 from 59% in the nine months ended October 31, 2015 and to 58% of our total revenues in the fiscal year ended January 31, 2016 from 52% in the fiscal year ended January 31, 2015. Recently, we have accelerated our focus and increased our sales and marketing efforts on this portion of our business as we believe that, despite certain short-term impacts on our revenue and operating margins due to the ratable nature of the revenue recognition of our subscriptions, increasing the portion of our revenue that we derive from subscriptions will lead to higher growth rates in the longer-term as well as a more predictable business model as we continue to increase our deferred revenues.

We target mid- to large-size organizations worldwide, such as Global 2000 companies, through our direct sales efforts as well as a network of distributors, resellers and managed service providers. Our partner network provides us with additional sales leverage by sourcing new prospects, renewing existing subscriptions, providing

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technical support and upselling and cross-selling for additional use cases and agent counts, as well as expanding our international sales reach.

As of October 31, 2016, we had approximately 1,975 customers, including more than 275 of the Global 2000, located in over 50 countries across every major industry. Many customers initially deploy our platform in specific groups or departments or to monitor specific applications. After realizing the benefits of our applications, many customers then broaden their deployment across the enterprise, using our applications to actively monitor, analyze and optimize additional software applications, IT infrastructure components and business transactions. In addition, our customers leverage additional capabilities from our platform through the subsequent deployment of additional applications and product modules.

We have grown rapidly in recent periods. Our revenues for the fiscal years ended January 31, 2014, 2015 and 2016 were $23.6 million, $81.9 million and $150.6 million, respectively, representing year-over-year growth of 247% and 84%. For the nine months ended October 31, 2015 and 2016, our revenue was $102.8 million and $158.4 million, respectively, representing year-over-year growth of 54%. Our billings for the fiscal years ended January 31, 2014, 2015 and 2016 were $62.1 million, $140.2 million and $258.5 million, respectively, representing year-over-year growth of 126% and 84%. For the nine months ended October 31, 2015 and 2016, our billings were $164.7 million and $237.0 million, respectively, representing year-over-year growth of 44%. Our cash provided by (used in) operating activities was $(25.0) million, $(34.8) million and $(32.5) million for the fiscal years ended January 31, 2014, 2015 and 2016, respectively, and $(39.7) million and $(2.2) million for the nine months ended October 31, 2015 and 2016, respectively. Our free cash flow was $(32.3) million, $(36.6) million and $(41.8) million for the fiscal years ended January 31, 2014, 2015 and 2016, respectively, and $(47.4) million and $(7.8) million for the nine months ended October 31, 2015 and 2016, respectively. See the section titled “Selected Consolidated Financial Data—Reconciliation of Non-GAAP Financial Measures” for information regarding the limitations of using billings and free cash flow as a financial measure and for a reconciliation of billings to revenue and free cash flow to cash provided by (used in) operating activities, the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (GAAP).

We have made substantial investments in developing our platform, expanding our sales and marketing capabilities, and providing general and administrative resources to support our growth. Specifically, we have increased our headcount from 365 employees as of January 31, 2014 to 1,186 as of October 31, 2016, and we intend to continue to invest in our business to take advantage of our market opportunity. As a result, we incurred net losses of $68.3 million, $94.2 million and $134.1 million in the fiscal years ended January 31, 2014, 2015 and 2016, respectively, and $92.4 million and $95.1 million in the nine months ended October 31, 2015 and 2016, respectively.

Certain Factors Affecting Our Performance

Market Adoption of Our Platform

Our ability to grow our customer base and drive market adoption of our applications is affected by the pace at which enterprises digitally transform and leverage software applications to differentiate themselves from their competitors. We believe that, as software applications become increasingly critical to business operations, the need for application intelligence solutions, particularly an enterprise-grade integrated suite of applications such as ours, will increase and our customer base will correspondingly increase. Furthermore, we believe that we have established a leadership position in the market for monitoring software applications and IT infrastructure. We intend to continue to invest to expand our customer base and further penetrate our addressable market, while improving our operating leverage. As a result, our financial performance will depend in large part on the overall demand for application intelligence solutions, particularly demand from mid- to large-size organizations worldwide, and our ability to meet the needs of our evolving markets. Evidencing our strengthening market position in recent years, we have grown the number of our customers that generate greater than $50,000 in annual

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recurring contract value from approximately 155 as of January 31, 2014 to more than 630 customers as of October 31, 2016. Additionally, as of October 31, 2016, we had more than 165 customers with a life-to-date total contract value greater than $1 million, an increase from just over 20 such customers as of January 31, 2014. Furthermore, our average contract value increased from approximately $64,000 in the fiscal year ended January 31, 2014 to approximately $169,000 in the three months ended October 31, 2016.

Retention of and Expansion within Our Existing Customer Base

Many of our customers initially deploy one or more of our applications in specific groups or departments or to monitor specific applications. After realizing the benefits of our applications, many customers then broaden their deployment across the enterprise, using our applications to actively monitor, analyze and optimize additional software applications and infrastructure components. As a result of this “land and expand” business model, we are able to generate significant additional revenue from our active customer base. For example, as of October 31, 2016, a customer who made their first purchase of a subscription or a perpetual license from us by or before October 31, 2013, had, on average, made additional purchases from us with aggregate total contract values of approximately five times their initial purchase. Applying that same metric to our top 25 customers by life-to-date total contract value, such customers had made, on average, additional purchases from us with aggregate total contract values of approximately 14 times their initial purchase.

In order to continue to grow our presence within our customers, we intend to devote additional sales and marketing resources to drive increased adoption within and across our existing customers. As of October 31, 2016, over 60% of our product-related total contract value was derived from transactions that included multiple applications. Furthermore, our penetration of existing customer accounts has enabled us to effectively retain existing customers, as evidenced by our dollar-based net retention rate that has consistently exceeded 120%. As a result, our financial performance will depend in part on the degree to which our upsell and cross-sell strategies are successful.

Mix of Subscription and Perpetual Licenses

We are focused on increasing subscription revenue as a percentage of our total revenues. However, because we recognize subscription revenue ratably over the duration of those arrangements, a portion of the revenue we recognize each period is derived from agreements we entered into during previous periods and therefore our revenue in a given period may not be indicative of our overall sales performance. Furthermore, the unpredictability of the timing of entering into perpetual licenses, the revenue for which we typically recognize upon entering into these arrangements, may cause significant fluctuations in our quarterly financial results.

While our preference for subscription sales will negatively impact our revenue in the short-term due to the ratable nature of subscription revenue, we believe that increasing the proportion of subscription revenue as a percentage of our total revenues will lead to higher growth rates in the longer-term as well as a more predictable business model as we continue to increase our deferred revenues. If our expectations regarding this change in strategic focus prove incorrect or we are unable to efficiently transition our resources to focus more heavily on subscription revenue, our business and operating results may suffer.

Growth in Our Worldwide Sales Capacity

We intend to invest to expand our sales capacity and improve sales productivity to drive additional revenue and support the growth of our global customer base. We have increased our sales and marketing headcount from 157, as of January 31, 2014, to 485, as of October 31, 2016, and expect to continue to increase headcount in the future. Along with growing our direct sales force, we are continuing to develop and expand our network of channel partners, including distributors, resellers and managed service providers to supplement our direct sales resources and increase our reach in our target markets. Investments we make in our sales capacity will occur in advance of any return on such investments, making it difficult for us to determine if we are efficiently allocating our resources in these areas.

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Key Metrics

We monitor the following key non-GAAP financial and operating metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. We believe the following non-GAAP financial and operating metrics are useful in evaluating our business.

Dollar-Based Net Retention Rate. We believe that dollar-based net retention rate is a key metric to measure the long-term value of our customer relationships and is driven by our ability to retain and expand the recurring revenue generated from our existing customers. Our dollar-based net retention rate compares the recurring contract value from the same set of customers across comparable periods. Given the repeat buying pattern of our customers and the average term of our contracts, we measure this metric over a set of customers who have been with us for at least one full year. To calculate our dollar-based net retention rate for a particular trailing 12-month period, we first establish the recurring contract value for the previous trailing 12-month period. This effectively represents recurring dollars that we should expect in the current trailing 12-month period from the cohort of customers from the previous trailing 12-month period without any expansion or contraction. We subsequently measure the recurring contract value in the current trailing 12-month period from the cohort of customers from the previous trailing 12-month period. Dollar-based net retention rate is then calculated by dividing the aggregate recurring contract value in the current trailing 12-month period by the previous trailing 12-month period. Recurring contracts are time-based arrangements for subscriptions and do not include perpetual license or professional services arrangements.

Our dollar-based net retention rates were as follows:

	Trailing 12 Months Ended January 31,									Trailing 12 Months Ended October 31,
	2014			2015			2016			2015			2016
Dollar-based net retention rate		121	%		134	%		123	%		122	%		127	%

Free Cash Flow. Free cash flow is a non-GAAP financial measure that we calculate as net cash (used in) provided by operating activities less purchases of property and equipment. We believe that free cash flow is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our core operations that, after the purchases of property and equipment, can be used for strategic initiatives, including investing in our business, making strategic acquisitions, and strengthening our balance sheet. See the section titled “Selected Consolidated Financial Data—Reconciliation of Non-GAAP Financial Measures” for information regarding the limitations of using free cash flow as a financial measure and for a reconciliation of free cash flow to cash provided by (used in) operating activities, the most directly comparable financial measure calculated in accordance with GAAP.

Our free cash flows were as follows:

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
	(in thousands)
Free cash flow	$	(32,324	)	$	(36,611	)	$	(41,838	)	$	(47,429	)	$	(7,768	)

Free cash flow increased by $39.7 million in the nine months ended October 31, 2016 as compared to the nine months ended October 31, 2015 due primarily to increased collections of accounts receivable and an increase in deferred revenue. Historically, our first quarter has the highest free cash flow primarily due to collections on fourth quarter billings which are typically our highest due primarily to the buying patterns of our large enterprise customers. Our second and third quarter free cash flows tend to be weaker than the first and fourth quarters due to the seasonality of our billings and related collections.

Free cash flow decreased by $5.2 million in the fiscal year ended January 31, 2016 compared to fiscal year ended January 31, 2015 due primarily to a $7.6 million increase in the purchases of property and equipment for

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leasehold improvements related to the expansion of our corporate headquarters and investments in our SaaS architecture. We expect the timing of purchases of property and equipment to vary from period to period based on our relevant business and industry needs.

Billings. Given that we generally bill our customers at the time of sale, but typically recognize a majority of the related revenue ratably over time, we use billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. Billings consists of our total revenues plus the change in our deferred revenue in a given period. Billings reflects sales to new customers plus subscription renewals and additional sales to existing customers. For subscriptions, which we define as time-based licenses and associated maintenance and support, software-as-a-service (SaaS) subscriptions and associated maintenance and support and hosting services, and software maintenance and support associated with perpetual licenses, we typically invoice our customers at the beginning of the term, in multi-year, annual, quarterly or monthly installments, as applicable. Only amounts invoiced to a customer in a given period are included in billings. While we believe that billings provides valuable insight into the cash that will be generated from sales of our applications and services, this metric may vary from period-to-period for a number of reasons, and therefore has a number of limitations as a quarter to quarter or year-over-year comparative measure. These reasons include, but are not limited to, (i) a variety of customer contractual terms could result in some periods having a higher proportion of multi-year time-based licenses than other periods, (ii) as we experience an increasing number of larger sales transactions, the timing of executing these larger transactions has and will continue to vary, with some transactions occurring in quarters subsequent to or in advance of those that we anticipated and (iii) fluctuations in payment terms affecting the billings recognized in a particular period. See the section titled “Selected Consolidated Financial Data—Reconciliation of Non-GAAP Financial Measures” for information regarding the limitations of using billings as a financial measure and for a reconciliation of billings to revenue, the most directly comparable financial measure calculated in accordance with GAAP.

Our billings were as follows:

	Year Ended January 31,						Nine Months Ended October 31,
	2014		2015		2016		2015		2016
	(in thousands)
Billings	$	62,053	$	140,178	$	258,536	$	164,661	$	236,963

Billings increased 44% in the nine months ended October 31, 2016 as compared to the same prior year period. The increase in the nine months ended October 31, 2016 as compared to the nine months ended October 31, 2015 was due to an increase of 26% in the number of transactions and a 19% increase in the average transaction size, while contract lengths and payment terms have remained relatively consistent. Additionally, as a material portion of our billings are recognized by our U.K. subsidiary whose functional currency is the British Pound, our billings are affected by changes in the exchange rate of the British Pound. In the nine months ended October 31, 2016, the British Pound devalued against the U.S. dollar by approximately 14% due primarily to the recent U.K. referendum on EU membership as compared to an appreciation of approximately 2% in the prior year comparable period. If the foreign currency exchange rates for each month in the nine months ended October 31, 2015 were applied to the corresponding months in the nine months ended October 31, 2016, our billings, on a constant currency basis, would have been approximately $23.2 million higher in the nine months ended October 31, 2016, including $18.0 million in change in deferred revenue. Historically, our fourth quarter has been our strongest quarter primarily due to the buying patterns of our large enterprise customers. As a result, we have experienced and expect to continue to experience seasonal fluctuations in our billings, in particular a decline in the first fiscal quarter of each year as compared to the preceding fourth fiscal quarter.

Billings increased 126% and 84% during the years ended January 31, 2015 and 2016, respectively. The increase in fiscal 2016 as compared to 2015 was due to an increase of 15% in the number of transactions and a 55% increase in the average transaction size, while contract lengths and payment terms have remained relatively consistent. The increase in fiscal 2015 as compared to 2014 was due to an increase of 44% in the number of

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transactions and a 37% increase in the average transaction size, while contract lengths and payment terms have remained relatively consistent.

Cohort Analysis

Our business model relies on rapidly and efficiently landing new customers and expanding our relationship with them over time. As the chart below illustrates, we have a history of attracting new customers and expanding their annual spend with us over time, through upselling our platform across the enterprise and by cross-selling through the subsequent deployment of additional applications throughout the enterprise. Specifically, the chart below illustrates the total subscription contract value of each cohort amortized over the relevant respective contract terms to determine each cohort’s aggregate recurring contract value over the periods presented with each cohort representing customers who made their first purchase from us in a given fiscal year.

For example, the fiscal year 2012 cohort represents all customers who made their first purchase from us between February 1, 2011 and January 31, 2012. The total subscription contract value of this cohort, including all purchases made since the beginning of fiscal year 2012, are amortized over their respective contract terms to determine the cohort’s aggregate recurring contract value. These purchases comprise the fiscal year 2012 cohort portion of the chart below, and reflect the increase in aggregate recurring contract value from $1.2 million in fiscal year 2012 to a total of $9.0 million in fiscal year 2016, representing a compound annual growth rate in excess of 65%.

Key Components of Results of Operations

Revenues

We generate revenue primarily through sales of subscriptions and licenses of our integrated suite of applications and maintenance and support of such applications as well as professional services. Our maintenance and support agreements provide customers with the right to unspecified software upgrades, maintenance releases and patches released during the term of the maintenance agreement on a when-if-and-if-available basis, and rights to technical support. Our revenue is comprised of the following:

Subscription Revenue. Subscription revenue is related to: (i) time-based on-premises license agreements bundled with maintenance and support, (ii) SaaS subscriptions where the license agreement is bundled with maintenance and support and hosting services, and (iii) software maintenance and support agreements associated with

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perpetual licenses. Revenue for these arrangements is recognized on a straight-line basis over the term of the longest deliverable in the arrangement, typically one or three years. We expect subscription revenue to increase as a percentage of our total revenues as we continue to focus on increasing subscription revenue as a key strategic priority.

License Revenue. We generate license revenue through the sale of on-premises perpetual software license agreements. We generally recognize revenue from the license portion of perpetual license arrangements upon delivery, assuming all revenue recognition criteria are satisfied. If our perpetual license arrangements have elements that are not delivered when the license is delivered, where VSOE of fair value of one or more undelivered elements does not exist, all revenue is deferred and recognized upon the delivery of those elements unless the undelivered element is maintenance and support services, in which case revenue is recognized on a straight-line basis over the term of the maintenance and support services. We expect license revenue to decrease as a percentage of our total revenues as we continue to focus on increasing subscription revenue as a key strategic priority.

Professional Services and Other Revenue. Professional services and other revenue is comprised of fees from consulting services related to the implementation and configuration of our applications which do not involve significant production, modification or customization of software. Professional services arrangements are typically short term in nature and are generally completed within 180 days from the start of service. Professional services and other revenue is generally recognized upon delivery when sold in conjunction with a perpetual license, or ratably over the term of the relevant arrangement when sold in conjunction with a time-based license or SaaS subscription.

Cost of Revenues

Cost of Subscription Revenue. Cost of subscription revenue includes the direct and indirect costs related to our SaaS operations and our customer support organization. Our SaaS operations costs are driven by our SaaS datacenter operations, including third-party hosting facilities, depreciation and amortization, and allocated overhead for facilities and IT, as well as employee compensation costs. The cost of our customer support organization includes employee compensation costs and allocated overhead for facilities and IT.

Cost of License Revenue. Cost of license revenue consists primarily of the cost of royalties for third-party software and amortization of acquired intangible assets.

Cost of Professional Services and Other Revenue. Cost of professional services and other revenue includes all direct and indirect costs to deliver our professional services and training, including employee compensation for our global professional services and training personnel, travel costs and allocated overhead for facilities and IT.

Gross Profit and Gross Margin

Gross profit and gross margin, or gross profit as a percentage of total revenues, has been, and will continue to be, affected by various factors, including the mix of subscription, license and professional services and other revenues. License and subscription pricing, the costs associated with our datacenter operations, including third-party hosting facilities, depreciation and amortization, and the extent to which we expand our professional services and customer support services to support future growth will impact our gross margins. We expect our gross margin to decrease in the near term as we focus our sales efforts on increasing subscription revenue and may fluctuate from period to period based on the above factors.

Subscription Gross Margin. Subscription gross margin is primarily affected by the growth in our subscription revenue as compared to the growth in, and timing of, cost of subscription revenue. Subscription gross margin is lower than our gross margin on license revenue due to, among other things, costs associated with our customer support organization and datacenter operations. We expect to continue to invest in the customer support and SaaS operations to support the growth in the business and the timing of those investments is expected to cause gross margins to fluctuate in the short term but improve over time as the revenue growth drives more leverage in the business.

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License Gross Margin. License gross margin is primarily affected by the cost of royalties for third-party software and amortization of acquired intangible assets which is not expected to fluctuate materially from period to period in the near term.

Professional Services and Other Gross Margin. Professional services and other gross margin is impacted by the ratable nature of a majority of our professional services and other revenue as compared to the recognition of related costs of services in the period incurred which has resulted in negative professional services and other gross margin. Professional services and other gross margin is also effected by the growth in, and timing of, the cost of our professional services organization as we continue to invest in the growth of our business. Although we expect professional services and other gross margin to improve, we expect our professional services gross margin to continue to be negative for the near term.

Operating Expenses

The most significant component of our operating expenses is personnel costs, which consist of salaries, benefits, bonuses, stock-based compensation and, with regard to sales and marketing expenses, sales commissions. In connection with the completion of this offering, we will incur a material one-time stock-based compensation expense due to the performance condition associated with a substantial majority of our restricted stock units (RSUs) becoming probable. Additionally, we expect a significant increase in our stock-based compensation expense in the periods following this offering. If the performance condition had occurred on January 31, 2016 or October 31, 2016, we would have recorded an estimated $12.3 million or $75.9 million, respectively, of stock-based compensation expense related to the performance-based RSUs. This increase in stock-based compensation will be recognized in each of the operating expense lines with a substantial portion recognized in general and administrative expense. In the quarters immediately following this offering, stock-based compensation expense is expected to be in the range of $35.0 million to $45.0 million per quarter.

Sales and Marketing. Sales and marketing expenses consist primarily of personnel costs, allocated overhead for facilities and IT, and expenses associated with our marketing and business development programs. Sales commissions that are incremental and directly related to acquiring customer sales contracts are deferred upon execution of a non-cancelable customer contract, and subsequently amortized to expense over the term of such contract in proportion to the revenue recognized. We plan to increase the dollar amount of our investment in sales and marketing for the foreseeable future, primarily related to increased headcount in sales and marketing, and investment in brand and product marketing efforts. However, we expect our sales and marketing expenses to decrease as a percentage of our total revenues, although they may fluctuate from period to period depending on fluctuations in our total revenues and the timing and extent of our sales and marketing expenses.

Research and Development. Research and development expenses consist primarily of personnel costs and allocated overhead for facilities and IT. All software development costs are expensed as incurred as our current software development process is essentially completed concurrent with the establishment of technological feasibility. We plan to increase the dollar amount of our investment in research and development for the foreseeable future as we focus on developing new applications and application enhancements. However, we expect our research and development expenses to decrease as a percentage of our total revenues, although they may fluctuate from period to period depending on fluctuations in our total revenues and the timing and extent of our research and development expenses.

General and Administrative. General and administrative expenses consist primarily of personnel costs for our administrative, finance and accounting, legal and human resources personnel and non-personnel costs such as legal and other professional fees. In the fiscal year ended January 31, 2015, we recognized the settlement costs of $10.0 million related to our litigation with CA, Inc. (CA) in general and administrative expenses. During the nine months ended October 31, 2016, we reversed $5.6 million of previously recognized stock-based compensation expense related to the unvested portion of certain awards that were cancelled upon one of our executive’s resignation from employment with us. We expect to increase the size of our general and administrative function

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to support the growth of our business. Following the completion of this offering, we expect to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a U.S. securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC. In addition, as a public company, we expect to incur increased expenses such as insurance, investor relations and professional services. As a result, we expect the dollar amount of our general and administrative expenses to increase for the foreseeable future. However, we expect our general and administrative expenses to decrease as a percentage of our total revenues over the long term, although they may fluctuate from period to period depending on fluctuations in our revenue and the timing and extent of our general and administrative expenses.

Interest Expense

Interest expense consists of interest expense on our outstanding indebtedness and accretion of interest expense on debt issuance costs, including our outstanding warrants to our lender. In connection with this offering, we intend to repay certain of our outstanding indebtedness.

Other Income (Expense), Net

Other income (expense), net consists primarily of foreign currency exchange gains or losses, the change in fair value of the cash fee associated with our term loan facility (Contingent Lender Fee) and interest income earned on our cash, cash equivalents and marketable securities.

The functional currency of each of our legal entities is their respective local currency. All assets and liabilities denominated in a currency other than the functional currency are remeasured into the functional currency with gains and losses recognized in Other income (expense), net in our consolidated statements of operations. We are exposed to foreign currency gains and losses from both trade and intercompany receivables and payables denominated in currencies other than the functional currency. Our increased operations in the U.K. whose functional currency is the British Pound, have increased exposures to both trade and intercompany receivables and payables primarily denominated in U.S. dollars and Euros, particularly in light of increased volatility of the British Pound following the recent U.K. referendum on EU membership. We expect Other income (expense), net to fluctuate based on volatility of the British Pound relative to other major currencies.

Under the terms of our term loan facility, if we are sold or complete our initial public offering, the Contingent Lender Fee is owed to the lender. The Contingent Lender Fee can range from $0.4 million to $3.0 million, as determined by the subordinated loan and security agreement. Based on the nature of the Contingent Lender Fee arrangement, we determined that the commitment should be accounted for as a derivative instrument. As a result, we determined, with the assistance of a third-party valuation firm, the fair value of the aggregate Contingent Lender Fee to be $0.8 million, which was recorded as a debt issuance cost and a Contingent Lender Fee liability upon execution of the credit and term loan facility agreements. The Contingent Lender Fee liability is accounted for at fair value at each reporting period with corresponding changes recorded to Other income (expense), net in our consolidated statements of operations.

Provision for Income Taxes

We have incurred operating losses in all historical periods and, accordingly, have not recorded a provision for income taxes for any of the periods presented other than foreign provisions for income tax.

Since inception, we recorded a valuation allowance against our net deferred tax assets due to operating losses incurred. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets were fully offset by a valuation allowance. If not utilized, the federal, state and foreign net operating loss and tax credit carryforwards will expire between 2019 and 2037 while the foreign net operating losses do not expire. Utilization of the federal and state net operating losses and credit carryforwards is subject to annual limitations that are applicable when we experience an “ownership change”, through a change in significant stockholder allocation or equity structure.

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Our effective tax rate has fluctuated on an annual and quarterly basis. Our effective tax rate is and can be affected by such items as disqualifying dispositions of incentive stock options, by changes in the valuation of our deferred tax assets or liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof. In addition, we are subject to potential income tax audits on open tax years by any taxing jurisdiction for which we operate in. The taxing authorities of our most significant jurisdictions are the United States Internal Revenue Service, California Franchise Tax Board and HM Revenue and Customs in the United Kingdom. Since all filed U.S. federal and California franchise tax returns have shown operating losses, we do not anticipate any material adjustments to the provisions relating to these returns. The statute of limitations for U.S. federal and state and U.K. tax purposes are generally three, four and three years, respectively; however, we continue to carryover tax attributes prior to these periods for federal and state purposes, which would still be open for examination by the respective tax authorities. All years since our inception are open to tax examinations. See Note 9 of the notes to our consolidated financial statements for additional information regarding our tax provision.

Results of Operations

The following tables summarize our results of operations for the periods presented in dollars and as a percentage of our total revenues. The period-to-period comparison of results is not necessarily indicative of future periods.

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
	(in thousands)
Consolidated Statements of Operations Data:
Revenues:
Subscription	$	18,946		$	42,971		$	87,251		$	60,605		$	110,086
License		3,682			33,954			51,516			34,801			32,608
Professional services and other		972			4,940			11,825			7,384			15,733
Total revenues		23,600			81,865			150,592			102,790			158,427
Cost of revenues:
Subscription(1)		6,393			9,884			19,801			13,959			16,980
License		69			284			565			381			648
Professional services and other(1)		4,807			8,478			18,347			12,399			21,061
Total cost of revenues		11,269			18,646			38,713			26,739			38,689
Gross profit		12,331			63,219			111,879			76,051			119,738
Operating expenses:
Sales and marketing(1)		49,497			85,920			132,297			89,379			118,303
Research and development(1)		21,719			34,072			57,743			42,505			51,499
General and administrative(1)(2)		8,398			33,233			48,563			32,937			37,802
Total operating expenses		79,614			153,225			238,603			164,821			207,604
Operating loss		(67,283	)		(90,006	)		(126,724	)		(88,770	)		(87,866	)
Interest expense		(128	)		(1,958	)		(3,258	)		(2,173	)		(3,019	)
Other income (expense), net		(466	)		(1,999	)		(2,968	)		(872	)		(2,682	)
Loss before income taxes		(67,877	)		(93,963	)		(132,950	)		(91,815	)		(93,567	)
Provision for income taxes		461			284			1,109			581			1,510
Net loss	$	(68,338	)	$	(94,247	)	$	(134,059	)	$	(92,396	)	$	(95,077	)

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(1) Includes stock-based compensation expense as follows:

	Year Ended January 31,						Nine Months Ended October 31,
	2014		2015		2016		2015		2016
	(in thousands)
Cost of subscription revenue	$	159	$	345	$	874	$	660	$	394
Cost of professional services and other revenue		73		165		598		333		518
Sales and marketing		2,323		3,581		4,819		3,393		2,939
Research and development		753		1,393		3,185		2,283		2,172
General and administrative(a)		346		2,569		11,918		9,684		(2,341	)
Total stock-based compensation expense	$	3,654	$	8,053	$	21,394	$	16,353	$	3,682

(a) During the nine months ended October 31, 2016, we reversed $5.6 million of previously recognized stock-based compensation expense related to the unvested portion of certain awards that were cancelled upon one of our executive’s resignation from employment with us.

(2) General and administrative expense for the year ended January 31, 2015 includes $10.0 million related to a one-time litigation settlement.

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
Consolidated Statements of Operations Data:
Revenues:
Subscription		80	%		52	%		58	%		59	%		69	%
License		16			42			34			34			21
Professional services and other		4			6			8			7			10
Total revenues		100			100			100			100			100
Cost of revenues:
Subscription		27			12			13			14			11
License		—			—			1			—			—
Professional services and other		21			11			12			12			13
Total cost of revenues		48			23			26			26			24
Gross profit		52			77			74			74			76
Operating expenses:
Sales and marketing		210			105			88			87			75
Research and development		92			42			38			41			32
General and administrative		35			40			32			32			24
Total operating expenses		337			187			158			160			131
Operating loss		(285	)		(110	)		(84	)		(86	)		(55	)
Interest expense		(1	)		(2	)		(2	)		(2	)		(2	)
Other income (expense), net		(2	)		(3	)		(2	)		(1	)		(2	)
Loss before income taxes		(288	)		(115	)		(88	)		(89	)		(59	)
Provision for income taxes		2			—			1			1			1
Net loss		(290	)%		(115	)%		(89	)%		(90	)%		(60	)%

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Comparison of Nine Months Ended October 31, 2015 and 2016

Revenues

Total revenues increased $55.6 million, or 54%, in the nine months ended October 31, 2016 compared to the nine months ended October 31, 2015, primarily due to an increase in our subscription revenue. This increase in subscription revenue was primarily attributable to expanded customer deployments, sales of additional applications to existing customers and a 20% increase in active customers, which we define as customers with at least one active subscription or support and maintenance agreement, to approximately 1,975 as of October 31, 2016.

	Nine Months Ended October 31,
	2015		2016		Change			%
	(dollars in thousands)
Revenues:
Subscription	$	60,605	$	110,086	$	49,481			82	%
License		34,801		32,608		(2,193	)		-6	%
Professional services and other		7,384		15,733		8,349			113	%
Total revenues	$	102,790	$	158,427	$	55,637			54	%

Subscription revenue increased $49.5 million, or 82%, in the nine months ended October 31, 2016 compared to the nine months ended October 31, 2015. The increase in subscription revenue was primarily due to a 20% increase in active customers, and an increase in average subscription revenue recognized per active customer of 51% to approximately $56,000 in the nine months ended October 31, 2016, as compared to approximately $37,000 in the nine months ended October 31, 2015. Of the subscription revenue for the nine months ended October 31, 2016, $45.8 million, $42.6 million and $21.8 million was from time-based licenses, SaaS subscriptions, and maintenance and support related to perpetual licenses, respectively, representing increases of $16.8 million, $22.8 million and $9.9 million, respectively, from the nine months ended October 31, 2015.

License revenue in the nine months ended October 31, 2016 decreased by $2.2 million, or 6%, compared to the nine months ended October 31, 2015, primarily due to a 30% decrease in the average transaction size, partially offset by a 35% increase in the number of perpetual license transactions. Perpetual license revenue is significantly affected by variability in both the number of transactions and average transaction size which can fluctuate from period to period.

Professional services and other revenue increased $8.3 million, or 113%, in the nine months ended October 31, 2016 compared to the nine months ended October 31, 2015. This increase in professional services and other revenue was primarily due to our increased focus on selling more professional services engagements to customers.

Cost of Revenues

Total cost of revenues increased $12.0 million, or 45%, in the nine months ended October 31, 2016 compared to the nine months ended October 31, 2015, primarily due to an $8.7 million increase in cost of professional services and other revenue and, to a lesser extent, a $3.0 million increase in cost of subscription revenue.

	Nine Months Ended October 31,
	2015		2016		Change		%
	(dollars in thousands)
Cost of revenues:
Subscription	$	13,959	$	16,980	$	3,021		22	%
License		381		648		267		70	%
Professional services and other		12,399		21,061		8,662		70	%
Total cost of revenues	$	26,739	$	38,689	$	11,950		45	%

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The cost of subscription revenue increased $3.0 million, or 22%, in the nine months ended October 31, 2016 compared to the nine months ended October 31, 2015. The increase in cost of subscription revenue was primarily attributable to a $1.5 million increase in personnel costs primarily due to a 31% increase in customer support and SaaS operations headcount. In addition, facility and related costs increased by $1.3 million in the nine months ended October 31, 2016, primarily to support our growth and invest in our infrastructure.

The cost of license revenue did not materially change in dollar amount from period to period.

The cost of professional services and other revenue increased $8.7 million, or 70%, in the nine months ended October 31, 2016 compared to the nine months ended October 31, 2015. The increase in cost of professional services and other revenue was primarily attributable to a $6.0 million increase in personnel costs due to a 42% increase in professional services and training headcount. Additionally, we incurred a $1.0 million increase in facility and related costs in the nine months ended October 31, 2016 to support our significant personnel growth.

Gross Profit and Gross Margin

	Nine Months Ended October 31,
	2015			2016			Change			%
	(dollars in thousands)
Gross profit:
Subscription	$	46,646		$	93,106		$	46,460			100	%
License		34,420			31,960			(2,460	)		(7	)%
Professional services and other		(5,015	)		(5,328	)		(313	)		6	%
Total gross profit	$	76,051		$	119,738		$	43,687			57	%
Gross margin:
Subscription		77	%		85	%
License		99	%		98	%
Professional services and other		(68	)%		(34	)%
Total gross margin		74	%		76	%

Total gross profit increased $43.7 million, or 57%, in the nine months ended October 31, 2016 compared to the nine months ended October 31, 2015, primarily due to our increased total revenues that primarily reflected substantial growth in our subscription revenue.

Total gross margin increased to 76% in the nine months ended October 31, 2016 as compared to 74% in the nine months ended October 31, 2015, primarily due to improvements in each of subscription and professional services and other gross margins.

Subscription gross margin increased to 85% in the nine months ended October 31, 2016 as compared to 77% in the nine months ended October 31, 2015, primarily due to an 82% increase in subscription revenue while the cost of subscription revenue increased by 22% as the revenue growth drives more leverage in the business.

License gross margin decreased to 98% in the nine months ended October 31, 2016 as compared to 99% in the nine months ended October 31, 2015 primarily due to a slight decrease in license revenue and a small increase in the cost of license revenue.

Professional services and other gross margin improved to (34)% in the nine months ended October 31, 2016 as compared to (68)% in the nine months ended October 31, 2015, primarily due to revenue growth from an increase in active customers and the build-up effect of the ratable revenue recognition model. The continued negative professional services and other gross margin was primarily due to the fact that a majority of professional services and other revenue is recognized ratably over the term of our subscriptions, whereas the related headcount costs are recognized in the period incurred.

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Operating Expenses

	Nine Months Ended October 31,
	2015		2016		Change		%
	(dollars in thousands)
Operating expenses
Sales and marketing	$	89,379	$	118,303	$	28,924		32	%
Research and development		42,505		51,499		8,994		21	%
General and administrative		32,937		37,802		4,865		15	%
Total operating expenses	$	164,821	$	207,604	$	42,783		26	%

Sales and Marketing

Sales and marketing expenses increased $28.9 million, or 32%, for the nine months ended October 31, 2016 compared to the nine months ended October 31, 2015. The increase was primarily due to the substantial expansion of our sales force and marketing programs. Personnel costs increased $21.5 million primarily due to a 43% increase in sales and marketing headcount and increased sales commissions driven by our revenue growth. In addition, facility and related overhead costs increased by $4.3 million to support our headcount growth, and travel and event related costs increased $4.1 million due to increased marketing programs and selling activities.

Research and Development

Research and development expenses increased $9.0 million, or 21%, for the nine months ended October 31, 2016 compared to the nine months ended October 31, 2015. The increase was primarily due to a $6.9 million increase in personnel costs, primarily attributable to a 22% increase in research and development headcount to support the continued development of new applications and application enhancements. Additionally, facility and related overhead costs increased $2.9 million in the nine months ended October 31, 2016 to support our headcount growth.

General and Administrative

General and administrative expenses increased $4.9 million, or 15%, for the nine months ended October 31, 2016 compared to the nine months ended October 31, 2015. The increase was primarily due to a $6.1 million increase in personnel costs primarily attributable to a 66% increase in our administrative, finance and accounting, legal and human resources headcount and higher compensation costs associated with the expansion of our senior management team, including one-time cash settled awards of $12.7 million, partially offset by a $12.0 million decrease in stock-based compensation as a result of the accelerated attribution method applied to certain performance-based RSUs and the reversal of previously recognized stock-based compensation expense of $5.6 million related to the unvested portion of certain awards that were cancelled upon one of our executive’s resignation from employment with us. In addition, litigation defense costs decreased $1.9 million in the nine months ended October 31, 2016 as compared to the same prior year period.

Interest Expense

Interest expense was $3.0 million for the nine months ended October 31, 2016, an increase of $0.8 million from the $2.2 million recognized in the nine months ended October 31, 2015. The increase in interest expense was due to the higher term debt balance partially offset by a lower outstanding balance on the revolving line of credit. The term debt has a higher interest rate as compared to the revolving credit facility. In addition, non-cash interest expense was higher due to accretion resulting from the issuance of the additional warrants to our lender in September 2015.

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Other Income (Expense), Net

Other income (expense), net was expense of $2.7 million for the nine months ended October 31, 2016, a decrease of $1.8 million from the $0.9 million of income recognized in the nine months ended October 31, 2015. The decrease in other income (expense), net was primarily due to larger foreign exchange losses as a result of foreign currencies decreasing in value relative to the U.S. dollar.

Provision for Income Taxes

The provision for income taxes was $1.5 million in the nine months ended October 31, 2016, an increase of $0.9 million from the nine months ended October 31, 2015, primarily related to a provision for income taxes in foreign tax jurisdictions.

Comparison of Fiscal Years Ended January 31, 2015 and 2016

Revenues

Total revenues increased $68.7 million, or 84%, in the fiscal year ended January 31, 2016 compared to the fiscal year ended January 31, 2015, primarily due to an increase in our subscription revenue. This increase in subscription revenue was primarily attributable to expanded customer deployments, sales of additional applications to existing customer, and a 28% increase in active customers to over 1,750 as of January 31, 2016.

	Year Ended January 31,
	2015		2016		$ Change		% Change
	(dollars in thousands)
Revenues:
Subscription	$	42,971	$	87,251	$	44,280		103	%
License		33,954		51,516		17,562		52	%
Professional services and other		4,940		11,825		6,885		139	%
Total revenues	$	81,865	$	150,592	$	68,727		84	%

Subscription revenue increased $44.3 million, or 103%, in the fiscal year ended January 31, 2016 compared to the fiscal year ended January 31, 2015. The increase in subscription revenue was primarily due to a 28% increase in active customers and an increase in average subscription revenue recognized per active customer of 57% to approximately $50,000 in the year ended January 31, 2016, as compared to approximately $32,000 in the year ended January 31, 2015. Of the subscription revenue for the year ended January 31, 2016, $40.8 million, $28.9 million and $17.6 million was from time-based licenses, SaaS subscriptions and maintenance and support related to perpetual licenses, respectively, representing increases of $15.6 million, $16.6 million and $12.2 million, respectively, from the year ended January 31, 2015.

License revenue increased $17.6 million, or 52%, in the fiscal year ended January 31, 2016 compared to the fiscal year ended January 31, 2015 primarily due to a 49% increase in the number of perpetual license transactions and a 2% increase in the average transaction size. Of the increase, approximately $10 million of revenue was recognized from perpetual licenses for which we have not established VSOE of fair value for one or more undelivered services and therefore the revenue is recognized on a straight-line basis over the term of such services.

Professional services and other revenue increased $6.9 million, or 139%, in the fiscal year ended January 31, 2016 compared to the fiscal year ended January 31, 2015. This increase in professional services and other revenue was primarily due to our increased focus on selling more professional services engagements.

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Cost of Revenues

Total cost of revenues increased $20.1 million, or 108%, in the fiscal year ended January 31, 2016 compared to the fiscal year ended January 31, 2015, primarily due to a $9.9 million increase in cost of subscription revenue and a $9.9 million increase in cost of professional services and other revenue.

	Year Ended January 31,
	2015		2016		$ Change		% Change
	(dollars in thousands)
Cost of revenues:
Subscription	$	9,884	$	19,801	$	9,917		100	%
License		284		565		281		99	%
Professional services and other		8,478		18,347		9,869		116	%
Total cost of revenues	$	18,646	$	38,713	$	20,067		108	%

The cost of subscription revenue increased $9.9 million, or 100%, in the fiscal year ended January 31, 2016 compared to the fiscal year ended January 31, 2015. The increase in cost of subscription revenue was primarily attributable to a $4.7 million increase in personnel costs due to a 94% increase in customer support and SaaS operations headcount. In addition, we incurred a $3.2 million increase in facility and related costs in the fiscal year ended January 31, 2016 primarily to support our growth and a $1.9 million increase in hosting costs based on our increased investment in costs associated with our SaaS operations platform.

The cost of license revenue did not materially change in dollar amount from period to period.

The cost of professional services and other revenue increased $9.9 million, or 116%, in the fiscal year ended January 31, 2016 compared to the fiscal year ended January 31, 2015. The increase in cost of professional services and other revenue was primarily attributable to a $7.7 million increase in personnel costs due to a 127% increase in professional services and training headcount. Additionally, we incurred a $1.4 million increase in facility and related costs to support our significant professional services personnel growth.

Gross Profit and Gross Margin

	Year Ended January 31,
	2015			2016			$ Change			% Change
	(dollars in thousands)
Gross profit:
Subscription	$	33,087		$	67,450		$	34,363			104	%
License		33,670			50,951			17,281			51	%
Professional services and other		(3,538	)		(6,522	)		(2,984	)		84	%
Total gross profit	$	63,219		$	111,879		$	48,660			77	%
Gross margin:
Subscription		77	%		77	%
License		99	%		99	%
Professional services and other		(72	)%		(55	)%
Total gross margin		77	%		74	%

Total gross profit increased $48.7 million, or 77%, for the fiscal year ended January 31, 2016 compared to the fiscal year ended January 31, 2015, primarily due to our increased revenues, primarily attributable to growth in subscription revenue.

Total gross margin decreased to 74% in the year ended January 31, 2016 as compared to 77% in the year ended January 31, 2015, primarily due to an improvement in professional services and other gross margin.

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Subscription gross margin remained flat at 77% in the year ended January 31, 2016 as compared to the year ended January 31, 2015 as both subscription revenue and cost of subscription revenue grew at approximately the same rate, due to significant investments in our customer support and SaaS operations to support the growth in the business.

License gross margin remained flat at 99% in the year ended January 31, 2016 as compared to the year ended January 31, 2015.

Professional services and other gross margin increased to (55)% in the year ended January 31, 2016 as compared to (72)% in the year ended January 31, 2015 primarily due to revenue growth of 139% while the cost of professional services and other revenue increased by 116%. Professional services and other revenue increased to 8% of total revenues in the year ended January 31, 2016 as compared to 6% in the year ended January 31, 2015. Cost of professional services and other revenue continued to grow to support the business but grew at a slower rate than revenue as we continued to focus on selling more services and improving professional services margins. The continued negative professional services and other gross margin was primarily due to the fact that a majority of professional services and other revenue is recognized ratably over the term of our subscriptions, whereas the related headcount costs are recognized in the period incurred.

Operating Expenses

	Year Ended January 31,
	2015		2016		$ Change		% Change
	(dollars in thousands)
Operating expenses:
Sales and marketing	$	85,920	$	132,297	$	46,377		54	%
Research and development		34,072		57,743		23,671		69	%
General and administrative		33,233		48,563		15,330		46	%
Total operating expenses	$	153,225	$	238,603	$	85,378		56	%

Sales and Marketing

Sales and marketing expenses increased $46.4 million, or 54%, for the fiscal year ended January 31, 2016 compared to the fiscal year ended January 31, 2015. The increase was primarily due to the substantial expansion of our sales force and marketing programs. Personnel costs increased $29.7 million primarily due to a 58% increase in sales and marketing headcount and increased sales commissions driven by our revenue growth. In addition, travel and event related costs increased $7.7 million, including costs related to our AppSphere user conference. Facility and related overhead costs increased $7.4 million to support our growth, and our marketing programs costs increased $1.6 million due to higher consulting and lead generation costs.

Research and Development

Research and development expenses increased $23.7 million, or 69%, for the fiscal year ended January 31, 2016 compared to the fiscal year ended January 31, 2015. The increase was primarily due to a $15.4 million increase in personnel costs, primarily attributable to a 45% increase in research and development headcount to support the continued development of new applications and application enhancements. In addition, facility and related costs, including allocated overhead increased by $6.7 million to support our growth and our outsourced datacenter costs increased by $1.4 million.

General and Administrative

General and administrative expenses increased $15.3 million, or 46%, for the fiscal year ended January 31, 2016 compared to the fiscal year ended January 31, 2015. The increase was primarily due to a $21.7 million increase

84

in personnel costs, primarily attributable to a 126% increase in our administrative, finance and accounting, legal and human resources headcount, and a $3.1 million increase in facility and related costs to support our growth. Legal costs decreased by $10.6 million primarily due to the $10.0 million one-time litigation settlement and related legal expenses in the fiscal year ended January 31, 2015.

Interest Expense

Interest expense was $3.3 million for the fiscal year ended January 31, 2016, an increase of $1.3 million from the $2.0 million recognized in the fiscal year ended January 31, 2015. The increase in interest expense is due to the higher term debt balance and lower outstanding balance on the revolving line of credit. The term debt has a higher interest rate as compared to the revolver. In addition, non-cash interest expense was higher due to accretion resulting from the issuance of the additional warrants to our lender in September 2015 in connection with the increased borrowings under our term loan.

Other Income (Expense), Net

Other income (expense), net was $3.0 million of expense for the fiscal year ended January 31, 2016, an increase of $1.0 million from the $2.0 million of expense recognized in the fiscal year ended January 31, 2015. The increase in other income (expense), net was primarily due to changes in the fair value of the Contingent Lender Fee liability. In the fiscal year ended January 31, 2016, we recognized expense of $0.7 million related to a change in the fair value of the Contingent Lender Fee liability compared to income of $0.3 million related to a change in the fair value of the Contingent Lender Fee liability in the fiscal year ended January 31, 2015.

Other income (expense), net also includes gains and losses from foreign currency transactions. In both periods, we recognized foreign exchange losses of $2.3 million.

Provision for Income Taxes

The provision for income taxes was $1.1 million in the fiscal year ended January 31, 2016, an increase of $0.8 million from the fiscal year ended January 31, 2015, primarily related to a provision for income taxes in foreign tax jurisdictions.

Comparison of Fiscal Years Ended January 31, 2014 and 2015

Revenues

Total revenues increased $58.3 million, or 247%, in the fiscal year ended January 31, 2015 compared to the fiscal year ended January 31, 2014, primarily due to an increase in our license revenue and to a lesser extent our subscription revenue primarily attributable to expanded customer deployments, sale of additional applications to existing customers, and a 43% increase in active customers to over 1,350 as of January 31, 2015.

	Year Ended January 31,
	2014		2015		$ Change		% Change
	(dollars in thousands)
Revenues:
Subscription	$	18,946	$	42,971	$	24,025		127	%
License		3,682		33,954		30,272		822	%
Professional services and other		972		4,940		3,968		408	%
Total revenues	$	23,600	$	81,865	$	58,265		247	%

Subscription revenue increased $24.0 million, or 127%, in the fiscal year ended January 31, 2015 compared to the fiscal year ended January 31, 2014. The increase in subscription revenue was primarily due to a 43% increase

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in active customers and an increase in average subscription revenue recognized per active customer of 68% to approximately $32,000 in the year ended January 31, 2015, as compared to approximately $19,000 in the year ended January 31, 2014. Of the subscription revenue for the fiscal year ended January 31, 2015, $25.2 million, $12.3 million and $5.4 million was from time-based licenses, SaaS subscriptions and maintenance and support related to perpetual licenses, respectively, representing increases of $12.9 million, $8.1 million and $3.1 million, respectively, from the fiscal year ended January 31, 2014.

License revenue increased $30.3 million, or 822%, in the fiscal year ended January 31, 2015 compared to the fiscal year ended January 31, 2014 primarily due to a 149% increase in the number of perpetual license transactions and a 270% increase in the average transaction size.

Professional services and other revenue increased $4.0 million, or 408%, in the fiscal year ended January 31, 2015 compared to the fiscal year ended January 31, 2014. This increase in professional services and other revenue was primarily due to increased professional services engagements.

Cost of Revenues

Total cost of revenues increased $7.4 million, or 65%, in the fiscal year ended January 31, 2015 compared to the fiscal year ended January 31, 2014, primarily due to a $3.5 million increase in cost of subscription revenue and a $3.7 million increase in cost of professional services and other revenue.

	Year Ended January 31,
	2014		2015		$ Change		% Change
	(dollars in thousands)
Cost of revenues:
Subscription	$	6,393	$	9,884	$	3,491		55	%
License		69		284		215		312	%
Professional services and other		4,807		8,478		3,671		76	%
Total cost of revenues	$	11,269	$	18,646	$	7,377		65	%

The cost of subscription revenue increased $3.5 million, or 55%, in the fiscal year ended January 31, 2015 compared to the fiscal year ended January 31, 2014. The increase in cost of subscription revenue was primarily attributable to a $2.6 million increase in personnel costs primarily due to a 55% increase in customer support and SaaS operations headcount. In addition, we incurred a $0.9 million increase in facility and related costs in the fiscal year ended January 31, 2015 primarily to support our growth.

The cost of license revenue did not materially change in dollar amount from period to period.

The cost of professional services and other revenue increased $3.7 million, or 76%, in the fiscal year ended January 31, 2015 compared to the fiscal year ended January 31, 2014. The increase in cost of professional services and other revenue was primarily attributable to a $3.5 million increase in personnel costs primarily due to a 73% increase in professional services and training headcount, and a $0.3 million increase in facility and related costs to support our increased professional services headcount.

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Gross Profit and Gross Margin

	Year Ended January 31,
	2014			2015			$ Change		% Change
	(dollars in thousands)
Gross profit:
Subscription	$	12,553		$	33,087		$	20,534		164	%
License		3,613			33,670			30,057		832	%
Professional services and other		(3,835	)		(3,538	)		297		(8	)%
Total gross profit	$	12,331		$	63,219		$	50,888		413	%
Gross margin:
Subscription		66	%		77	%
License		98	%		99	%
Professional services and other		(395	)%		(72	)%
Total gross margin		52	%		77	%

Total gross profit increased $50.9 million, or 413%, for the fiscal year ended January 31, 2015 compared to the fiscal year ended January 31, 2014, primarily due to our increased revenues, including a $30.3 million increase in our higher margin license revenue.

Total gross margin increased to 77% in the year ended January 31, 2015 as compared to 52% in the year ended January 31, 2014, due to improvements in each of subscription, license and professional services and other gross margins.

Subscription gross margin increased to 77% in the year ended January 31, 2015 as compared to 66% in the year ended January 31, 2014 primarily due to an 127% increase in revenue growth while the cost of subscription revenue increased by 55%. The improvement in subscription gross margin was primarily driven by the significant increase in revenue while the costs associated with such growth increased at a lower rate as the revenue growth drives more leverage in the business.

License gross margin increased to 99% in the year ended January 31, 2015 as compared to 98% in the year ended January 31, 2014 primarily due to the significant increase in license revenue in the year ended January 31, 2015 as compared to the year ended January 31, 2014.

Professional services and other gross margin improved to (72)% in the year ended January 31, 2015 as compared to (395)% in the year ended January 31, 2014 primarily due to revenue growth of 408%, primarily driven by a 43% increase in active customers and the build-up effect of the ratable revenue recognition model, while the cost of professional services and other revenue increased by 76%. The continued negative professional services and other gross margin was primarily due to the fact that a majority of professional services and other revenue is recognized ratably over the term of our subscriptions, whereas the related headcount costs are recognized in the period incurred.

Operating Expenses

	Year Ended January 31,
	2014		2015		$ Change		% Change
	(dollars in thousands)
Operating expenses:
Sales and marketing	$	49,497	$	85,920	$	36,423		74	%
Research and development		21,719		34,072		12,353		57	%
General and administrative		8,398		33,233		24,835		296	%
Total operating expenses	$	79,614	$	153,225	$	73,611		92	%

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Sales and Marketing

Sales and marketing expenses increased $36.4 million, or 74%, for the fiscal year ended January 31, 2015 compared to the fiscal year ended January 31, 2014. The increase was primarily due to the substantial expansion of our sales force and marketing programs. Personnel costs increased $26.0 million primarily due to a 49% increase in sales and marketing headcount and increased sales commissions driven by our revenue growth. In addition, travel and event related costs increased $5.5 million and facility and related overhead costs increased by $4.0 million to support our growth.

Research and Development

Research and development expenses increased $12.4 million, or 57%, for the fiscal year ended January 31, 2015 compared to the fiscal year ended January 31, 2014. The increase was primarily due to an $11.7 million increase in personnel costs, primarily attributable to a 46% increase in research and development headcount to support the continued development of new applications and application enhancements. In addition, facility and related costs, including allocated overhead increased by $1.4 million to support our growth. Partially offsetting the increase was a $1.2 million decrease in recruiting fees primarily attributable to establishing an internal recruiting function that decreased our outside recruiting agency fees.

General and Administrative

General and administrative expenses increased $24.8 million, or 296%, for the fiscal year ended January 31, 2015 compared to the fiscal year ended January 31, 2014. The increase was primarily due to a $17.4 million increase in costs from legal matters including the $10.0 million one-time litigation settlement and the related legal expenses. In addition, personnel costs increased by $3.9 million, primarily attributable to a 79% increase in our administrative, finance and accounting, legal and human resources headcount and professional fees increased by $2.3 million, primarily due to increased accounting costs to support our revenue growth.

Interest Expense

Interest expense was $2.0 million for the fiscal year ended January 31, 2015, an increase of $1.8 million from the $0.1 million recognized in the fiscal year ended January 31, 2014. Interest expense, increased primarily due to borrowings under the credit facility we entered into in February 2014.

Other Income (Expense), Net

Other income (expense), net was expense of $2.0 million for the fiscal year ended January 31, 2015, an increase of $1.5 million from the $0.5 million of expense recognized in the fiscal year ended January 31, 2014. The increase in other income (expense), net of $1.5 million was primarily due to an increase in our foreign losses of $2.3 million from an increase in the volume of transactions denominated in foreign currencies, partially offset by a loss on disposal of property and equipment recorded in the fiscal year ended January 31, 2014 of $0.4 million, and a gain in the fiscal year ended January 31, 2015 of $0.3 million due to the change in fair value of the Contingent Lender Fee liability associated with the credit facility.

Provision for Income Taxes

The provision for income taxes was $0.3 million in the fiscal year ended January 31, 2015, a decrease of $0.2 million from the fiscal year ended January 31, 2014, primarily related to a provision for income taxes in foreign tax jurisdictions.

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Quarterly Results of Operations

The following tables set forth selected unaudited quarterly statements of operations data for each of the seven quarters in the period ended October 31, 2016. The information for each of these quarters has been prepared on the same basis as the audited annual financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, which consist only of normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods. This data should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this prospectus. These quarterly results are not necessarily indicative of our operating results to be expected for the remainder of fiscal 2017 or for any future period.

	Three Months Ended
	Apr. 30, 2015			Jul. 31, 2015			Oct. 31, 2015			Jan. 31, 2016			Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016
	(in thousands)
Revenues:
Subscription	$	17,938		$	20,111		$	22,556		$	26,646		$	30,916		$	36,607		$	42,563
License		9,528			11,482			13,791			16,715			12,080			8,832			11,696
Professional services and other		2,129			2,344			2,911			4,441			3,943			5,701			6,089
Total revenues		29,595			33,937			39,258			47,802			46,939			51,140			60,348
Cost of revenues:
Subscription(1)		3,719			4,967			5,273			5,842			5,624			5,463			5,893
License		117			131			133			184			253			176			219
Professional services and other(1)		3,149			4,183			5,067			5,948			6,367			6,970			7,724
Total cost of revenues		6,985			9,281			10,473			11,974			12,244			12,609			13,836
Gross profit		22,610			24,656			28,785			35,828			34,695			38,531			46,512
Operating expenses:
Sales and marketing(1)		26,422			30,395			32,562			42,918			35,861			39,079			43,363
Research and development(1)		13,381			14,405			14,719			15,238			16,867			16,862			17,770
General and administrative(1)		12,641			9,346			10,950			15,626			14,069			14,842			8,891
Total operating expenses		52,444			54,146			58,231			73,782			66,797			70,783			70,024
Operating loss		(29,834	)		(29,490	)		(29,446	)		(37,954	)		(32,102	)		(32,252	)		(23,512	)
Interest expense		(600	)		(674	)		(899	)		(1,085	)		(1,052	)		(997	)		(970	)
Other income (expense), net		254			(210	)		(916	)		(2,096	)		1,862			(3,373	)		(1,171	)
Loss before income taxes		(30,180	)		(30,374	)		(31,261	)		(41,135	)		(31,292	)		(36,622	)		(25,653	)
Provision for income taxes		220			121			240			528			321			423			766
Net loss	$	(30,400	)	$	(30,495	)	$	(31,501	)	$	(41,663	)	$	(31,613	)	$	(37,045	)	$	(26,419	)

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(1) Includes stock-based compensation expense as follows:

	Three Months Ended
	Apr. 30, 2015		Jul. 31, 2015		Oct. 31, 2015		Jan. 31, 2016		Apr. 30, 2016		Jul. 31, 2016		Oct. 31, 2016
	(in thousands)
Cost of subscription revenue	$	155	$	311	$	194	$	214	$	152	$	125	$	117
Cost of professional services and other revenue		86		107		140		265		207		158		153
Sales and marketing		1,145		1,122		1,126		1,426		1,113		964		862
Research and development		658		878		747		902		853		684		635
General and administrative		4,707		2,693		2,284		2,234		1,385		1,279		(5,005	)
Total stock-based compensation expense	$	6,751	$	5,111	$	4,491	$	5,041	$	3,710	$	3,210	$	(3,238	)

	Three Months Ended
	Apr. 30, 2015			Jul. 31, 2015			Oct. 31, 2015			Jan. 31, 2016			Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016
Revenues:
Subscription		61	%		59	%		58	%		56	%		66	%		72	%		71	%
License		32			34			35			35			26			17			19
Professional services and other		7			7			7			9			8			11			10
Total revenues		100			100			100			100			100			100			100
Cost of revenues:
Subscription		13			15			14			12			12			11			10
License		—			—			—			1			—			—			—
Professional services and other		11			12			13			12			14			14			13
Total cost of revenues		24			27			27			25			26			25			23
Gross profit		76			73			73			75			74			75			77
Operating expenses:
Sales and marketing		89			90			83			90			76			76			72
Research and development		45			42			37			32			36			33			29
General and administrative		43			28			28			32			30			29			15
Total operating expenses		177			160			148			154			142			138			116
Operating loss		(101	)		(87	)		(75	)		(79	)		(68	)		(63	)		(39	)
Interest expense		(2	)		(2	)		(2	)		(2	)		(2	)		(2	)		(2	)
Other income (expense), net		1			(1	)		(3	)		(5	)		4			(6	)		(2	)
Loss before income taxes		(102	)		(90	)		(80	)		(86	)		(66	)		(71	)		(43	)
Provision for income taxes		1			—			—			1			1			1			1
Net loss		(103	)%		(90	)%		(80	)%		(87	)%		(67	)%		(72	)%		(44	)%

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Revenues

Our quarterly revenues increased in each period presented except for the three months ended April 30, 2016. Our fourth fiscal quarter has historically been our strongest quarter primarily due to the buying patterns of our large enterprise customers. While this does not impact the recognition of subscription revenue, these seasonal buying patterns have impacted, and we expect them to continue to impact, seasonal fluctuations in our license revenue, in particular a decline in the first fiscal quarter of each year as compared to the preceding fourth fiscal quarter. Our revenues have increased in each of the other three fiscal quarters due to both increased sales to new customers as well as increased sales to existing customers.

Gross Profit and Gross Margin

Our quarterly gross profit reflects the seasonal trends noted above. Sequential fluctuations in gross margin were primarily driven by shifts in the mix of subscriptions and perpetual licenses sold to our customers as well as timing of headcount increases as we continued to build out our SaaS operations and customer support organizations.

Operating Expenses

Sales and marketing, research and development, and general and administrative expenses generally have increased sequentially over the periods presented as we increased our headcount to support the continued investment in our applications and our growth. The increase in personnel costs was related to increases in headcount, along with higher stock-based compensation expense. The sequential decrease in sales and marketing expenses for the three months ended April 30, 2016 reflected higher sales commissions in the three months ended January 31, 2016 due to seasonally higher sales in such period. The sequential decrease in general and administrative expenses for the three months ended July 31, 2015 was due to higher legal fees paid related to our litigation with CA in the three months ended April 30, 2015. The sequential increase in general and administrative expenses for the three months ended January 31, 2016 reflected increased compensation expenses associated with the expansion of our management team in the three months ended January 31, 2016. The sequential decrease in general and administrative expenses for the three months ended April 30, 2016 reflects lower stock-based compensation from performance-based awards recognized using the accelerated attribution method and from the stock-based compensation expense for the excess of the repurchase price over the fair market value of our common stock on the settlement date of our tender offer during the three months ended January 31, 2016. See Note 8 of the notes to our consolidated financial statements for additional information regarding our tender offer. The sequential decrease in general and administrative expenses for the three months ended October 31, 2016 was primarily due to the reversal of previously recognized stock-based compensation expense of $5.6 million related to the unvested portion of certain awards that were cancelled upon one of our executive’s resignation from employment with us.

In connection with the completion of this offering, we will incur a material one-time stock-based compensation expense due to the performance condition associated with a substantial majority of our RSUs becoming probable. Additionally, we expect a significant increase in our stock-based compensation expense in the periods following this offering. If the performance condition had occurred on January 31, 2016 or October 31, 2016, we would have recorded an estimated $12.3 million or $75.9 million, respectively, of stock-based compensation expense related to the performance-based RSUs. This increase in stock-based compensation will be recognized in each of the operating expense lines with a substantial portion recognized in general and administrative expense. In the quarters immediately following this offering, stock-based compensation expense is expected to be in the range of $35.0 million to $45.0 million per quarter.

Other Income (Expense), Net

Other income (expense), net includes net foreign exchange (losses) gains of $(2.1) million, $1.8 million, $(3.5) million and $(1.3) million for the quarters ended January 31, 2016, April 30, 2016, July 31, 2016 and

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October 31, 2016, respectively, as a result of our foreign currency exposure with respect to the Euro and U.S. dollar to the British Pound.

Key Metrics

The following table sets forth our key non-GAAP financial and operating metrics that help us evaluate our business for the periods presented:

	Three Months Ended
	Apr. 30, 2015			Jul. 31, 2015			Oct. 31, 2015			Jan. 31, 2016			Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016
	(dollars in thousands)
Free cash flow	$	(13,774	)	$	(15,619	)	$	(18,036	)	$	5,591		$	11,831		$	(2,953	)	$	(16,646	)
Dollar-based net retention rate for the trailing 12 months ended		130	%		125	%		122	%		123	%		125	%		127	%		127	%
Billings	$	46,188		$	47,018		$	71,455		$	93,875		$	72,389		$	68,925		$	95,649

The following tables reconcile the most directly comparable GAAP financial measure to each of these non-GAAP financial measures. See the section titled “Selected Consolidated Financial Data—Reconciliation of Non-GAAP Financial Measures” for information regarding the limitations of using free cash flow and billings as financial measures.

	Three Months Ended
	Apr. 30, 2015			Jul. 31, 2015			Oct. 31, 2015			Jan. 31, 2016			Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016
	(in thousands)
Cash (used in) provided by operating activities	$	(10,135	)	$	(12,459	)	$	(17,122	)	$	7,224		$	13,706		$	(936	)	$	(14,971	)
Less: Purchases of property and equipment	$	(3,639	)		(3,160	)		(914	)		(1,633	)		(1,875	)		(2,017	)		(1,675	)
Free cash flow	$	(13,774	)	$	(15,619	)	$	(18,036	)	$	5,591		$	11,831		$	(2,953	)	$	(16,646	)

	Three Months Ended
	Apr. 30, 2015			Jul. 31, 2015			Oct. 31, 2015			Jan. 31, 2016			Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016
	(in thousands)
Revenues	$	29,595		$	33,937		$	39,258		$	47,802		$	46,939		$	51,140		$	60,348
Total deferred revenue, end of period		131,666			144,747			176,944			223,017			248,467			266,252			301,553
Less: Total deferred revenue, beginning of period		(115,073	)		(131,666	)		(144,747	)		(176,944	)		(223,017	)		(248,467	)		(266,252	)
Change in deferred revenue		16,593			13,081			32,197			46,073			25,450			17,785			35,301
Billings	$	46,188		$	47,018		$	71,455		$	93,875		$	72,389		$	68,925		$	95,649

From a free cash flow perspective, our second and third fiscal quarters tend to be weaker than the first and fourth quarters driven by the seasonality of billings and related collections. We have not traditionally experienced any seasonal trends in our dollar-based net retention rate. Our quarterly billings reflect the seasonal trends noted above with respect to revenue. Our billings typically decrease, quarter-over-quarter, from the fourth quarter to the first quarter of the following year and we expect this trend to continue. Our sales, and correspondingly our billings, have increased in each of the other three fiscal quarters due to both increased sales to new customers as well as increased sales to existing customers.

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Liquidity and Capital Resources

As of October 31, 2016, we had cash and cash equivalents of $94.5 million and marketable securities of $47.5 million. Cash and cash equivalents are comprised of money market accounts and certificates of deposit. Marketable securities are comprised of commercial paper and corporate bonds. To date, we have financed our operations primarily through proceeds from sales of our solutions, the net proceeds from the issuance of our redeemable convertible preferred stock and debt financing. From our inception through October 31, 2016, we completed several rounds of equity financing through the sale of shares of our redeemable convertible preferred stock for net cash proceeds to us of $310.1 million. In February 2014, we entered into a credit facility with a lender for a revolving credit line and a term loan. We have the ability to borrow up to $20.0 million on the revolving line of credit, which could increase to $30.0 million under certain conditions, and up to $20.0 million on the term loan. As of October 31, 2016, we had no amount outstanding under the revolving line of credit and $20.0 million outstanding under the term loan.

We have generated significant operating losses and negative cash flows from operating activities. As of January 31, 2016 and October 31, 2016, we had an accumulated deficit of $381.7 million and $476.8 million, respectively.

As of October 31, 2016, we had $19.7 million of cash and cash equivalents held in foreign jurisdictions, most notably in the United Kingdom. Additionally, except as required under U.S. tax laws, we do not provide for U.S. taxes on approximately $0.1 million of cumulative undistributed earnings of foreign subsidiaries that have not been previously taxed, as we expect to invest such undistributed earnings indefinitely outside of the United States. We may not be able to repatriate cash and cash equivalents or undistributed earnings held in foreign jurisdictions without incurring additional tax liabilities and higher effective tax rates. Accordingly, $0.1 million of our cash and cash equivalents or undistributed earnings held in foreign jurisdictions may effectively be trapped in such foreign jurisdictions unless we are willing to incur additional tax liabilities. If we were to elect to repatriate certain of our cash and cash equivalents or undistributed earnings held in foreign jurisdictions and incur the associated additional tax liabilities, we may be able to offset such tax liabilities through our use of our existing federal, state and foreign net operating loss carryforwards (NOLs) which, as of January 31, 2016, were $182.1 million, $199.8 million and $94.7 million, respectively, and which begin to expire in 2019. In addition, we had federal research and development tax credits of $5.2 million as of January 31, 2016, which expire beginning in 2030, and California research and development tax credits of $6.1 million as of January 31, 2016, which can be carried forward indefinitely.

A substantial majority of RSUs vest upon the satisfaction of both a service-based vesting condition and a performance-based vesting condition. The performance-based vesting condition will be satisfied upon the first to occur of a “change in control” (as defined in the 2008 Plan) or the first date the recipient would be permitted to sell the Company’s securities following the completion of the offering. We expect that a portion of these RSUs will be settled on a date approximately six months after our initial public offering. On the settlement date, we plan to withhold income taxes at applicable minimum statutory rates based on the then-current value of the underlying shares by withholding shares in net settlement. In connection with this net settlement, we expect to withhold and remit the tax liabilities on behalf of the RSU holders to the relevant tax authorities in cash. We currently expect that the average of these withholding tax rates will be approximately 45%. If the price of our common stock at the time of settlement were equal to the midpoint of the estimated offering price range set forth on the cover page of this prospectus, we estimate that this tax obligation would use approximately $         million of cash in the aggregate.

Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the continued expansion of sales and marketing activities, the introduction of new solutions and solution enhancements, and the continued market acceptance of our applications. We expect to continue to incur operating losses for the foreseeable future and may require additional capital resources to continue to grow our business. We believe that current cash, cash equivalents and

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marketable securities will be sufficient to fund our operations for at least the next 12 months. In the event that additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable to us or at all.

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
	(in thousands)
Cash used in operating activities	$	(25,030	)	$	(34,831	)	$	(32,492	)	$	(39,716	)	$	(2,201	)
Cash used in investing activities		(8,742	)		(1,780	)		(9,771	)		(8,138	)		(53,348	)
Cash provided by financing activities		510			90,403			121,514			92,024			5,264
Effect of exchange rate changes on cash and cash equivalents		—			(353	)		(2,424	)		72			(3,036	)
Net increase (decrease) in cash and cash equivalents	$	(33,262	)	$	53,439		$	76,827		$	44,242		$	(53,321	)

Cash Used in Operating Activities

During the nine months ended October 31, 2016, operating activities used $2.2 million in cash as a result of a net loss of $95.1 million, adjusted by non-cash charges of $24.2 million, primarily consisting of $13.3 million in amortization of deferred commissions, $5.9 million of depreciation and amortization and $3.7 million in stock-based compensation, and $68.7 million of cash provided from changes in our operating assets and liabilities. The cash provided from changes in our operating assets and liabilities was primarily due to a $95.3 million increase in deferred revenue as a result of increased subscription sales. This amount was partially offset by an $11.5 million increase in deferred commissions, a $9.0 million increase in accounts receivable as a result of higher billings and a $6.5 million decrease in accrued compensation, accrued expenses and other current liabilities due to disbursements for commissions, annual bonuses and a $5.0 million litigation settlement payment.

During the nine months ended October 31, 2015, operating activities used $39.7 million in cash as a result of a net loss of $92.4 million, adjusted by non-cash charges of $31.5 million, primarily consisting of $16.4 million in stock-based compensation, $8.8 million in amortization of deferred commissions and $4.6 million of depreciation and amortization, and $21.2 million of cash provided from changes in our operating assets and liabilities. The cash provided from changes in our operating assets and liabilities was primarily the result of a $60.0 million increase in deferred revenue as a result of increased subscription sales, an increase in accrued expenses and other liabilities of $6.6 million, a decrease in other assets of $5.8 million as a result of a decrease in restricted cash due to a release of letters of credit for deposits on leased facilities and customer indemnities and a $2.0 million decrease in accrued compensation due to annual bonus and commission payouts. These increases in cash were partially offset by a $26.6 million increase in accounts receivable as a result of higher billings, a $13.7 million increase in deferred commission, an $8.9 million increase in prepaid expenses and other current assets and a $2.0 million decrease in accounts payable due to timing of purchases and payments.

During the fiscal year ended January 31, 2016, operating activities used $32.5 million in cash as a result of a net loss of $134.1 million, adjusted by non-cash charges of $43.3 million, consisting of $21.4 million in stock-based compensation, $13.2 million in amortization of deferred commissions and $6.5 million of depreciation and amortization, and $58.3 million of cash provided from changes in our operating assets and liabilities. The cash provided from changes in our operating assets and liabilities was primarily the result of a $115.1 million increase in deferred revenue as a result of increased subscription sales, a $14.5 million increase in accrued compensation and accrued liabilities due to increased expenditures and headcount associated with the growth of our business, and an increase of $6.1 million in other assets due to a decrease in restricted cash mainly due to a release of letters of credit for deposits on leased facilities and customer indemnities. These increases were partially offset by cash used for a $37.4 million increase in accounts receivable reflecting growth in billings, a $26.4 million increase in deferred commissions, a $10.2 million increase in prepaid expenses and other current assets and a $2.4 million decrease in accounts payable.

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During the fiscal year ended January 31, 2015, operating activities used $34.8 million in cash as a result of a net loss of $94.2 million, adjusted by non-cash charges of $20.0 million, consisting of $8.1 million in stock-based compensation, $3.9 million of depreciation and amortization and $7.5 million in amortization of deferred commissions. The cash used in operating activities was also offset by $39.4 million of cash provided from our changes in operating assets and liabilities. The cash provided from changes in our operating assets and liabilities was primarily due to a $58.3 million increase in deferred revenue as a result of increased subscription sales and an $18.7 million increase in accounts payable, accrued compensation and accrued liabilities due to increased expenditures and headcount associated with the growth of our business. These increases in cash provided were partially offset by a $14.4 million increase in accounts receivable reflecting growth in billings, a $14.4 million increase in deferred commissions and an $8.4 million increase in prepaid expenses and other current assets, and other assets.

During the fiscal year ended January 31, 2014, operating activities used $25.0 million in cash as a result of a net loss of $68.3 million, adjusted by non-cash charges of $8.2 million, consisting of $3.7 million in stock-based compensation, $2.3 million in amortization of deferred commissions and $1.8 million of depreciation and amortization, as well as $35.1 million of cash provided from changes in our operating assets and liabilities. The cash provided from changes in our operating assets and liabilities was primarily the result of a $38.5 million increase in deferred revenue as a result of increased subscription sales, and an increase in accounts payable, accrued compensation, and accrued liabilities of $7.2 million due to increased expenditures and headcount associated with the growth of our business. These increases in cash provided were partially offset by an $8.5 million increase in accounts receivable reflecting growth in billings, an $8.5 million increase in deferred commissions and a $4.3 million increase in prepaid expenses and other current assets, and other assets.

Cash Used in Investing Activities

Cash used in investing activities during the nine months ended October 31, 2016 was $53.3 million, of which $55.5 million was used to purchase available-for-sale securities and $5.6 million was used for purchases of property and equipment, partially offset by proceeds from the maturities of available-for-sale securities of $7.8 million.

Cash used in investing activities during the nine months ended October 31, 2015 was $8.1 million which was primarily used to purchase leasehold improvements and equipment to support additional office space and equipment to support the growth in our SaaS operations.

Cash used in investing activities during the fiscal years ended January 31, 2016, 2015 and 2014 was $9.8 million, $1.8 million and $8.7 million, respectively, which was primarily used to purchase equipment to support additional office space and the growth in our operations. For the fiscal years ended January 31, 2016 and 2014, our cash used in investing activities also included $0.4 million and $1.4 million, respectively, for acquisitions.

Cash Provided by Financing Activities

Cash provided by financing activities for the nine months ended October 31, 2016 and 2015 was $5.3 million and $92.0 million, respectively. During the nine months ended October 31, 2016, we received $9.4 million from the exercise of common stock options and used $2.1 million for principal payments on debt and $2.1 million for payment of deferred costs related to this offering. During the nine months ended October 31, 2015, we received $80.5 million from the proceeds from issuance of convertible redeemable preferred stock, $28.1 million from draw-downs under our credit facility and $2.7 million from the exercise of common stock options, which was partially offset by $19.2 million in principal payments on debt.

Cash provided by financing activities for the fiscal year ended January 31, 2016 was $121.5 million, reflecting net proceeds of $154.0 million from the issuance of redeemable convertible preferred stock, $28.1 million from debt draw-downs and $4.1 million from the exercise of common stock options, partially offset by the repurchase of $34.8 million of common stock in a tender offer and $29.9 million in principal payments on debt.

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Cash provided by financing activities for the fiscal year ended January 31, 2015 was $90.4 million, reflecting net proceeds of $70.0 million from the issuance of redeemable convertible preferred stock, $20.0 million from debt draw-downs and $2.2 million from the exercise of common stock options, partially offset by $1.8 million in principal payments on debt.

Cash provided by financing activities for the fiscal year ended January 31, 2014 was $0.5 million due to $0.7 million from the exercise of common stock options, net of repurchases, which was partially offset by $0.2 million in principal payments on debt.

Debt

In February 2014, we entered into a senior loan and security agreement and a subordinated loan and security agreement with a lender for a revolving credit facility and a term loan facility, respectively, which we refer to collectively as the “Credit Facility.” The Credit Facility provides us with the ability to borrow up to $50.0 million, up to $30.0 million can be borrowed through the revolving credit facility subject to an accounts receivable borrowing base and $20.0 million can be borrowed through the term loan facility. We have the ability to draw upon the revolving credit facility through February 2017 at a floating interest rate equal to prime plus 1.0% per annum, which was 4.50% as of each of January 31, 2016 and October 31, 2016. The amount outstanding on the revolving credit facility is limited to 80% of the balance of certain eligible customer accounts receivable. The interest rate on the term loan is a fixed interest rate of 11.0% per annum, payable monthly in arrears, and the outstanding principal is due on April 1, 2017. As of October 31, 2016, no amounts were outstanding under the revolving line of credit and we had borrowings of $20.0 million under the term loan. As of October 31, 2016 we had $30.0 million available under the revolving line of credit. The future minimum principal payments on the revolving credit facility and the term loan facility outstanding as of January 31, 2016, are $20.0 million due in the year ended January 31, 2018.

In connection with the term loan facility, we agreed to issue warrants to purchase up to 201,636 shares of our common stock at an exercise price of $1.60 per share subject to adjustment for certain dilutive issuances, reclassifications, and other similar events, which expire in February 2024. As of October 31, 2016, warrants to purchase 201,636 shares of common stock remained outstanding and exercisable.

Under the terms of the term loan facility, if we are acquired or complete an initial public offering, a cash Contingent Lender Fee is owed to the lender. The Contingent Lender Fee can range from $0.4 million to $3.0 million, as determined by the sum of three parts: (i) $375,000 fixed fee, (ii) the product of $1.1 million multiplied by the percentage of the aggregate amount of all term loan facility advances less $5.0 million, divided by $15.0 million, and (iii) in the event of a company sale, the product of the aggregate of all term loan facility advances multiplied by a percentage ranging from 0% to 7.5%, based on the date of the sale as follows:

Date of Sale	Percentage
On or before August 31, 2015		0.0	%
After August 31, 2015 and on or before February 28, 2016		2.5	%
After February 28, 2016 and on or before May 30, 2016		5.0	%
After May 30, 2016		7.5	%

Based on the nature of the Contingent Lender Fee arrangement, we determined that the commitment should be accounted for as a derivative instrument. As a result, we, with the assistance of a third-party valuation firm, determined the fair value of the aggregate Contingent Lender Fee to be $0.8 million, which was recorded as a debt issuance cost and a Contingent Lender Fee liability upon execution of the credit and term loan facility agreements. The Contingent Lender Fee liability is accounted for at fair value at each reporting period with corresponding changes recorded to Other income (expense), net in our consolidated statements of operations. For the years ended January 31, 2015 and 2016, we recorded a gain of $0.3 million and a loss of $0.7 million, respectively, as a result the change in fair value of the Contingent Lender Fee due to changes in expected draw

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amounts. Our current expectation given that we have drawn the full amount of the term loan is that we will make a payment of $1.5 million upon the completion of this offering.

During the fiscal year ended January 31, 2016, we incurred $1.3 million in debt issuance costs relating to additional common stock warrants. During the fiscal year ended January 31, 2015, we incurred $1.4 million in debt issuance costs consisting of commitment fees of $0.4 million, common stock warrant fair value of $0.2 million and the fair value of the Contingent Lender Fee of $0.8 million. The debt issuance costs are reported as a reduction of the debt balance and are amortized to interest expense over the contractual term of the respective revolving credit facility and the term loan facility. As of January 31, 2015, the total remaining unamortized deferred costs were $0.9 million.

Our Credit Facility contains customary affirmative covenants and certain financial and negative covenants, including restrictions on disposing of assets, entering into change of control transactions, mergers or acquisitions, incurring additional indebtedness, granting liens on certain of our assets and paying dividends. We are required to maintain minimum total customer bookings on a rolling two quarter basis that is not less than an agreed amount that is at least 75% of our projected customer bookings for each period, which must provide for at least 30% growth in comparison to our projected customer bookings for the immediately-preceding fiscal year. We have pledged substantially all of our assets other than intellectual property as collateral under our Credit Facility and granted the lender a negative pledge on our intellectual property. As of January 31, 2016 and April 30, 2016, we were not in compliance with certain covenants for which waivers were subsequently obtained, and, as of both July 31, 2016 and October 31, 2016, we were in compliance with all covenants under our Credit Facility.

The Credit Facility contains customary events of default that include, among others, payment defaults, covenant defaults, bankruptcy defaults, cross-defaults to certain other obligations, judgment defaults and inaccuracy of representations and warranties. Upon the occurrence of an event of default, the lender may elect to declare all amounts outstanding under the Credit Facility to be immediately due and payable and terminate all commitments to extend further credit. If we are unable to repay those amounts, the lender can proceed against the collateral granted to them to secure such indebtedness. In addition, the occurrence of an event of default will increase the applicable rate of interest by 3.0%.

Upon any termination of the Credit Facility, we may be subject to certain fees, including termination fees of up to 1.0% of the total available amount under the revolving line of credit and up to 3.0% of the total then-outstanding amount under the term loan.

Contractual Obligations and Commitments

Our principal contractual commitments consist of obligations under leases for office space.

As of January 31, 2016, the future non-cancelable minimum lease payments under these obligations, and our future non-cancelable minimum payments under our other contractual obligations, were as follows:

	Payments due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Operating lease obligations	$	41,191	$	6,362	$	13,164	$	13,167	$	8,498
Term debt obligation		20,000		—		20,000		—		—
Unconditional purchase obligations		6,094		2,222		3,872		—		—
Capital lease obligations		5,592		2,987		2,605		—		—
Total	$	72,877	$	11,571	$	39,641	$	13,167	$	8,498

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Off-Balance Sheet Arrangements

As of January 31, 2016 and October 31, 2016, we did not have any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other purposes.

Indemnification Agreements

In the ordinary course of business, we enter into contractual arrangements under which we agree to provide indemnification of varying scope and terms to customers, business partners and other parties with respect to certain matters, including losses arising out of intellectual property infringement claims made by third parties, if we have violated applicable laws, if we are negligent or commit acts of willful misconduct, and other liabilities with respect to our applications and services and our business. In these circumstances, payment is typically conditional on the other party making a claim pursuant to the procedures specified in the particular contract.

In addition, we have entered into indemnification agreements with our directors and certain of our executive officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities and currency exchange rates as follows:

Interest Rate Risk

We had cash and cash equivalents and marketable securities of $142.0 million as of October 31, 2016, which consisted of bank deposits, money market accounts, commercial paper and U.S. corporate securities. The cash and cash equivalents are held primarily for working capital purposes. Such interest-earning instruments carry a degree of interest rate risk. To date, fluctuations in interest income have not been significant. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our consolidated financial statements.

Currency Exchange Risks

Our reporting currency is the U.S. dollar. The functional currency of our foreign subsidiaries is their respective local currency. The assets and liabilities of the subsidiaries are translated to U.S. dollars at the exchange rate on the balance sheet date. Equity transactions are translated using historical exchange rates. Revenues and expenses are translated at the average exchange rate during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included in Other comprehensive income (loss). Foreign exchange gains and losses from changes in the exchange rates underlying intercompany balances that are of a long-term investment nature are also reported as a component of Other comprehensive income (loss). All assets and liabilities denominated in a currency other than the functional currency are remeasured into the functional currency with gains and losses recognized in Other income (expense), net in the consolidated statements of operations. We are exposed to exchange rate fluctuations between the British Pound and other major currencies, in particular to the U.S. dollar and the Euro. We recorded net foreign currency transaction gains or (losses) of $(0.2) million, $(2.3) million and $(2.3) million for the fiscal years ended January 31, 2014, 2015 and 2016, respectively, and $(0.2) million and $(3.0) million for the nine months ended October 31, 2015 and 2016,

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respectively. We do not currently engage in any hedging activity to reduce our potential exposure to currency fluctuations, although we may choose to do so in the future. A hypothetical 10% change in foreign currency exchange rates during any of the periods presented would not have had a material impact on our consolidated financial statements.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe that of our significant accounting policies, which are described in Note 1 to our consolidated financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations.

Under the Jumpstart Our Business Startups Act (the JOBS Act) an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. However, we are irrevocably choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption is required for non-emerging growth companies.

Revenue Recognition

We recognize revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) our fee is fixed or determinable and (4) collectability is probable or reasonably assured.

For sales to direct end users and channel partners, including resellers, distributors and managed service providers, we recognize product revenue upon delivery, assuming all other revenue recognition criteria are met. It is our practice to require the identification of an end user prior to accepting an order from a channel partner and we typically deliver to the end user. We generally do not grant channel partners rights of return or price protection but do offer channel partners a discounted price enabling them to obtain a margin between their sales price offered to end-user customers and the sales price purchased from us.

Subscription Revenue

Subscription revenue is related to: (i) time-based on-premises license agreements bundled with maintenance and support, (ii) SaaS subscriptions where the license agreement is bundled with maintenance and support as well as hosting services, and (iii) software maintenance and support agreements associated with perpetual licenses. Our maintenance and support agreements provide customers with the right to receive unspecified software upgrades, maintenance releases and patches released during the term of the maintenance agreement on a when-and-if-available basis, and rights to technical support. Revenue for these arrangements is recognized on a straight-line basis over the term of the longest deliverable in the agreement, typically one or three years.

License Revenue

We generate our license revenue through the sale of on-premises perpetual software license agreements.

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Perpetual licenses are generally sold in combination with maintenance and support agreements and frequently with professional services and/or training and are accounted for under the software revenue recognition guidance. Accordingly, we use the residual method to determine the amount of license revenue to be recognized. Under the residual method, consideration is allocated to undelivered elements based upon VSOE of fair value of those elements, with the residual of the arrangement fee allocated to and recognized as license revenue. We determine VSOE of maintenance and support for our on-premises perpetual licenses and professional services based upon the price charged when those services are sold separately.

Professional Services and Other Revenue

We also provide professional services and training. Professional services and other revenue is comprised of fees from consulting services related to the implementation and configuration of our applications and do not involve significant production, modification or customization of software. Professional services arrangements are typically short term in nature and are generally completed within 180 days from the start of service. Professional services and other revenue is generally recognized upon delivery when sold in conjunction with a perpetual license, or ratably over the term of the arrangement when sold in conjunction with a time-based license or a SaaS subscription, which are typically accounted for under the software revenue recognition guidance.

Remix and Other Rights

Certain of our sales contracts provide customers with the right to remix product usage from a fixed list of products. If such rights only allow the customer to remix among contractually licensed software products and restrict usage to a combination of software products having cumulative value of no greater than the total license fee, revenue derived from the arrangement is recognized upon delivery of at least one copy of each licensed and remixable product, provided the remaining criteria for revenue recognition have been met. Certain of our other sales contracts provide customers with the right to exchange between like-kind products, and revenue on such arrangements is recognized upon delivery of the initially licensed products, provided the remaining criteria for revenue recognition have been met. Revenue derived from arrangements containing rights to exchange products that are not like-kind and do not qualify as remix rights are accounted for as a customer deposit. The revenue derived from these arrangements is not recognized until the remix rights lapse, provided the remaining criteria for revenue recognition have been met. Customer deposits of $1.1 million, $1.8 million and $0.0 million as of January 31, 2015, January 31, 2016 and October 31, 2016, respectively, were recorded in Other long-term liabilities in our consolidated balance sheets.

Multiple Element Arrangements

The majority of our multiple element arrangements are from perpetual and time-based software licenses and SaaS subscriptions that are generally sold in combination with maintenance and support service and frequently with professional services and/or training and are typically accounted for under the industry-specific software revenue recognition guidance. Subscription and hosting fees, if applicable, from sales of SaaS subscriptions are in almost all cases subject to the industry-specific software revenue recognition guidance because it is our practice to allow customers to take possession of the hosted software at any time during the hosting period for no penalty and it is feasible for the customers to either run the software on their own hardware or contract with another party unrelated to us to host the software. Under the industry-specific software revenue recognition guidance, if we have fair value of all the elements in the arrangement, revenue should be allocated between multiple elements based on the relative fair values of those elements. The fair value of an element must be based on VSOE. VSOE of fair value is based upon the price charged when the same element is sold separately. In determining VSOE of fair value, we require that a substantial majority of the selling prices fall within a reasonably narrow pricing range. In addition, we consider geographies and customer classifications in determining VSOE of fair value. Our software licenses and SaaS subscriptions are generally not sold on a stand-alone basis, and therefore, we have not established VSOE of fair value for the software licenses and SaaS subscriptions. When VSOE of fair value of delivered elements is not available, revenue is recognized using the

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residual method based on VSOE of fair value of the undelivered elements. If the only undelivered item is maintenance and support services for which we do not have VSOE of fair value, revenue is recognized on a straight-line basis over the term of the maintenance and support services. In the majority of transactions involving perpetual licenses, the arrangements have undelivered maintenance and support and professional services for which VSOE of fair value has been established, and accordingly, we have applied the residual method to recognize license revenue for these arrangements. For arrangements that have two or more undelivered services such as maintenance and support services, hosting services, or professional services for which we have not established VSOE of fair value, we use the combined services approach to recognize revenue for these transactions. Under the combined services approach, the entire fee is recognized on a straight-line basis, once the software has been delivered and the provision of each undelivered service has commenced, over the longer of the maintenance and support services period, the hosting period or the period the professional services are expected to be performed. In those arrangements where we do not have VSOE of fair value for an undelivered element, the arrangement fees are allocated between the elements on a residual basis using the best estimated selling price for revenue classification purposes. The determination of whether deliverables within a multiple element arrangement can be treated separately for revenue recognition purposes involves significant judgment, such as whether VSOE of fair value has been established on undelivered elements. Changes to our assessments of the accounting units in a multiple deliverable arrangement or the ability to establish VSOE of fair value could change the timing of revenue recognition.

Fees are typically considered to be fixed or determinable at the inception of an arrangement, generally based on specific applications and quantities to be delivered. Substantially all of our contracts do not include rights of return or acceptance provisions. To the extent that our agreements contain such terms, we recognize revenue once the acceptance provisions or right of return lapses. Payment terms to customers generally range from net 30 to 90 days. In the event payment terms are provided that significantly differ from our standard business practices, the fees may be deemed not to be fixed or determinable and revenue is recognized when the payments become due, provided the remaining criteria for revenue recognition have been met.

We assess the ability to collect from our customers based on a number of factors, including creditworthiness of the customer and past transaction history of the customer. If the customer is not deemed creditworthy, we defer revenue from the arrangement until payment is received and all other revenue recognition criteria have been met.

Commissions

Sales commissions costs that are incremental and directly related to customer sales contracts are deferred upon execution of a non-cancelable customer contract, and subsequently amortized to expense over the term of such contract in proportion to the revenue recognized. As of January 31, 2015, January 31, 2016 and October 31, 2016, we had total deferred commissions of $15.6 million, $28.8 million and $27.0 million, respectively. Commission expense was $8.7 million, $19.3 million and $27.3 million for the years ended January 31, 2014, 2015 and 2016, respectively, and $16.0 million and $20.3 million for the nine months ended October 31, 2015 and 2016, respectively.

Stock-Based Compensation Expense

We recognize compensation expense related to stock-based awards, including stock options and RSUs, based on the estimated fair value of the award on the grant date, in our accompanying consolidated statements of operations over the related vesting periods. The expense recorded is based on awards ultimately expected to vest and therefore is reduced by estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We calculate the fair value of stock options using the Black-Scholes Option-Pricing model. The fair value of RSUs represents the estimated fair value of our common stock on the date of grant. For service-based awards, stock-based compensation is recognized using the straight-line attribution approach over the requisite service period, which is generally

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four years, net of estimated forfeitures. For performance-based awards, stock-based compensation is recognized using the accelerated attribution method, based on the probability of achieving the performance targets over the requisite service period for the entire award. For awards that contain market conditions, compensation expense is measured using a Monte Carlo simulation model and recognized using the accelerated attribution method over the derived service period based on the expected market performance as of the grant date. A substantial majority of our RSUs vest upon the satisfaction of both a service condition of up to four years and a liquidity event condition. The liquidity condition is satisfied upon the occurrence of a qualifying event, defined as a change of control transaction or the effective date of our initial public offering. No compensation expense will be recognized until the performance condition is achieved, at which time the cumulative compensation expense using the accelerated attribution method from the service start date will be recognized.

As of October 31, 2016, the aggregate intrinsic value of vested and unvested options was $             million and the aggregate intrinsic value of our unvested RSUs was $             million based on the estimated fair value for our common stock of $             per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus. As of October 31, 2016, we had $15.4 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to stock options that is expected to be recognized over a weighted-average period of 1.9 years. As of October 31, 2016, we had $243.7 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to RSUs that is expected to be recognized over a weighted-average period of 3.3 years. If our initial public offering had occurred on October 31, 2016, we would have recorded an estimated $75.9 million of stock-based compensation expense related to the performance-based RSUs. In future periods, we expect our stock-based compensation expense to increase in dollar amount as a result of our existing stock-based compensation to be recognized as these options and RSUs vest and as we issue additional stock-based awards to attract and retain employees.

We account for equity awards issued to non-employees, such as consultants, in accordance with the guidance relating to equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services, using the Black-Scholes option-pricing model to determine the fair value of such instruments. Awards granted to non-employees are remeasured over the vesting period, and the resulting value is recorded as an expense over the period the services are received.

Our use of the Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates and the expected dividend yield of our common stock. The assumptions we use in our option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future.

These assumptions and estimates are as follows:

• Fair Value of Common Stock. Because our common stock is not yet publicly traded, we must estimate the fair value of common stock, in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation as discussed in “Common Stock Valuations” below.

• Expected Volatility. Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Since we do not have sufficient trading history of its common stock, we estimate the expected volatility of our stock options at their grant date by taking the weighted average historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options.

• Expected Term. We determine the expected term based on the average period the stock options are expected to remain outstanding generally calculated as the midpoint of the stock options vesting term and contractual expiration period, as we do not have sufficient historical information to develop

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reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

• Risk-free Interest Rate. We use the average of the published interest rates of U.S. Treasury zero-coupon issues with terms consistent with the expected term of the awards to determine the risk-free interest rate.

• Expected Dividends. Since we do not anticipate paying any cash dividends in the foreseeable future, we use an expected dividend yield of 0%.

The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine the fair value of our stock options as follows:

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
Fair market value of common stock	$	1.70–$2.43		$	4.48–$7.02		$	8.10–$12.94		$	8.10–$10.76		$	12.52–$12.65
Expected dividend yield		—			—			—			—			—
Risk-free interest rate		1.2%–1.9	%		1.3%–1.9	%		1.5%–1.9	%		1.5%–1.9	%		1.1%–1.6	%
Expected volatility		47%–49	%		44%–45	%		41%–44	%		43%–44	%		43%–49	%
Expected term (in years)		6.1			6.1			6.1			6.1			4.4–6.1

In addition to the assumptions used in the Black-Scholes option-pricing model, we must also estimate a forfeiture rate to calculate the stock-based compensation expense for our awards. The estimated forfeiture rate is based on an analysis of historical forfeitures and will continue to be evaluated based on actual forfeiture experience, analysis of employee turnover behavior, and other factors. Further, to the extent our actual forfeiture rate is different from this estimate, stock-based compensation is adjusted accordingly. We will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover, and other factors. Quarterly changes in the estimated forfeiture rate can have a significant impact on our stock-based compensation expense as the cumulative effect of adjusting the rate is recognized in the period the forfeiture estimate is changed.

We will continue to use judgment in evaluating the assumptions related to our stock-based compensation on a prospective basis. As we continue to accumulate additional data related to our common stock, we may have refinements to our estimates, which could materially impact our future stock-based compensation expense.

Common Stock Valuations

We are required to estimate the fair value of the common stock underlying our stock option awards when performing the fair value calculations with the Black-Scholes option-pricing model and when determining the fair value of RSUs. The fair value of the common stock underlying our stock option awards was determined by our board of directors, with input from management and review of third-party valuations, which intended all stock options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant. We believe that our board of directors has the relevant experience and expertise to determine the fair value of our common stock. As described below, the exercise price of our stock option awards was determined by our board of directors based on the most recent valuation as of the grant date. As shown below, the valuations of common stock were determined in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The assumptions that we used in these valuation models are based on future expectations combined with management judgment. In the absence of a public trading market, our board of directors, with input from management, exercised significant judgment and considered numerous

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objective and subjective factors to determine the fair value of our common stock for financial reporting purposes as of the grant date of each stock option award, including the following factors:

• contemporaneous valuations performed at periodic intervals by an independent valuation firm;

• the prices, rights, preferences, and privileges of our redeemable convertible preferred stock relative to those of our common stock;

• the prices of our redeemable convertible preferred stock and common stock sold to outside investors in arms-length transactions;

• our actual operating and financial performance;

• our current business conditions and projections;

• our hiring of key personnel and the experience of our management;

• our stage of development;

• our likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our company, given prevailing market conditions;

• the lack of marketability involving securities in a private company;

• the market performance of comparable publicly traded companies; and

• U.S. and global capital market conditions.

In valuing our common stock, our board of directors determined the equity value of our business generally using a weighting of the market comparable approach and the income approach valuation methods. When applicable due to a recent redeemable convertible preferred stock offering, the prior sale of company stock method was also utilized.

The market comparable approach estimates the fair value based on a comparison of our company to comparable public companies in a similar line of business. Based on trading multiples of the comparable companies, a representative market value multiple is determined which is applied to our historical and projected operating results to estimate the value of our company. The estimated value is then discounted by a non-marketability factor due to the fact that stockholders of private companies do not have access to trading markets similar to those used by stockholders of public companies, which impacts liquidity. We review the comparable companies with each valuation to ensure that the companies continue to best reflect our industry and business model.

We use a hybrid method utilizing a combination of the option pricing method (OPM) and the probability-weighted expected return method (PWERM) in estimating the value of our common stock. Using the PWERM, the value of our common stock is estimated based upon a probability-weighted analysis of varying values for our common stock assuming possible future events for our company, such as:

• a “liquidation” scenario, where we assume our company is dissolved and the book value less the applicable liquidation preferences represents the amount available to the common stockholders;

• a strategic sale in the near term;

• an initial public offering; or

• a downside scenario in which we sell our company at a lower than expected stockholder liquidation value.

The OPM treats common stock and redeemable convertible preferred stock as call options on a business, with exercise prices based on the liquidation preference of the redeemable convertible preferred stock. The OPM uses the Black-Scholes option model to price the call option. Estimates of the volatility applied in the Black-Scholes option model were based on available information on the volatility of common stock of comparable, publicly traded companies. Additionally, we applied a discount for lack of marketability.

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The prior sale of company stock approach estimates value by considering any prior arm’s length sales of our capital stock. When considering prior sales of our capital stock, the valuation considers the size of the stock sale, the relationship of the parties involved in the transaction, the timing of the stock sale, and our financial condition at the time of the sale.

Application of these approaches involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses and future cash flows, discount rates, market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation date and may have a material impact on the valuation of our common stock.

For valuations after the completion of this offering, our board of directors will determine the fair value of each share of underlying common stock based on the closing price of our common stock as reported on The NASDAQ Global Select Market on the date of grant.

Historical grants of stock options and issuances of RSUs since February 1, 2015 are as follows:

Stock Options
Grant Date	Shares		Exercise Price Per Share		Deemed Fair Value Per Share of Common Stock
3/5/15		2,238,750	$	7.02	$	8.08
4/10/15		869,200	$	7.02	$	9.24
6/15/15		921,170	$	9.88	$	10.76
12/9/15		75,012	$	13.10	$	12.94
3/24/16		34,496	$	12.73	$	12.58
6/23/16		37,142	$	12.48	$	12.52
10/4/16		22,726	$	12.54	$	12.65
12/15/16		42,500	$	12.70	$	12.70
		4,240,996

Restricted Stock Units
Grant Date	Shares		Deemed Fair Value Per Share of Common Stock
3/20/15		1,000,000	$	8.56
4/22/15		140,000	$	9.62
6/11/15		53,137	$	10.68
6/15/15		247,718	$	10.76
12/8/15		1,412,500	$	12.95
12/9/15		2,962,258	$	12.94
3/24/16		7,011,894	$	12.58
6/23/16		1,529,908	$	12.52
10/4/16		5,234,180	$	12.65
10/18/16		20,000	$	12.68
11/10/16		350,538	$	12.70
12/15/16		1,006,200	$	12.70
12/24/16		26,666	$	12.70
		20,994,999

The above table does not include 0.7 million performance-based RSUs that we awarded to one of our executives for which performance metrics have not yet been defined. Accordingly, these RSUs are not considered granted for accounting purposes.

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Our assessments of the fair value of the common stock for grant dates between the dates of the valuations were based in part on the current available financial and operational information and the common stock value provided in the most recent valuation as compared to the timing of each grant. For financial reporting purposes, we generally used a straight-line interpolation between the two valuation dates. This determination included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date.

Income Taxes

We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. We account for income taxes in accordance with the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and tax credit and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse.

We record a valuation allowance to reduce our deferred tax assets to the amount we believe is more likely than not to be realized. In assessing the need for a valuation allowance, we have considered our historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets, we have recorded a full valuation allowance against our deferred tax assets. Realization of our deferred tax assets is dependent primarily upon future jurisdiction taxable income.

We recognize and measure uncertain tax positions using a two-step approach provided in authoritative guidance. The first step is to evaluate the tax position taken or expected to be taken by determining if the weight of available evidence indicated that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. We evaluate our uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues.

Recent Accounting Pronouncements

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard, Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, as amended, which will supersede nearly all existing revenue recognition guidance. Under ASU 2014-09, an entity is required to recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services. ASU No. 2014-09 defines a five-step process in order to achieve this core principle, which may require the use of judgment and estimates, and also requires expanded qualitative and quantitative disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and estimates used.

The FASB has recently issued several amendments to the new standard, including clarification on accounting for licenses of intellectual property and identifying performance obligations. The amendments include ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606)—Principal versus Agent Considerations, which was issued in March 2016, and clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09, and ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606)—Identifying Performance Obligations and Licensing, which was issued in April 2016, and amends the guidance in ASU No. 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property.

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The new standard permits adoption either by using (i) a full retrospective approach for all periods presented in the period of adoption or (ii) a modified retrospective approach with the cumulative effect of initially applying the new standard recognized at the date of initial application and providing certain additional disclosures. The new standard is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016. We do not plan to early adopt, and accordingly, we will adopt the new standard effective February 1, 2018.

We currently plan to adopt using the full retrospective approach. However, a final decision regarding the adoption method has not been finalized at this time. Our final determination will depend on a number of factors, such as the significance of the impact of the new standard on our financial results, system readiness, including that of software procured from third-party providers, and our ability to accumulate and analyze the information necessary to assess the impact on prior period financial statements, as necessary.

We are in the initial stages of our evaluation of the impact of the new standard on our accounting policies, processes, and system requirements. We have assigned internal resources in addition to the engagement of third party service providers to assist in the evaluation. Furthermore, we have made and will continue to make investments in systems to enable timely and accurate reporting under the new standard. While we continue to assess all potential impacts under the new standard, there is the potential for significant impacts to the timing of recognition of subscription revenue, particularly time-based licenses, and professional services revenue, and contract acquisition costs, both with respect to the amounts that will be capitalized as well as the period of amortization.

Under current industry-specific software revenue recognition guidance, we have historically concluded that we did not have VSOE of fair value of the undelivered services related to time-based licenses, and accordingly, we have recognized time-based licenses and related services ratably over the subscription term. Professional services included in an arrangement with subscription revenue have also been recognized ratably over the subscription term. The new standard, which does not retain the concept of VSOE, requires an evaluation of whether time-based licenses and related services, including professional services, are distinct performance obligations and, therefore, should be separately recognized at a point in time or over time. Depending on the outcome of our evaluation, the timing of when revenue is recognized could change significantly for time-based licenses and professional services under the new standard.

As part of our preliminary evaluation, we have also considered the impact of the guidance in ASC 340-40, Other Assets and Deferred Costs; Contracts with Customers, and the interpretations of the FASB Transition Resource Group for Revenue Recognition (TRG) from their November 7, 2016 meeting with respect to capitalization and amortization of incremental costs of obtaining a contract. As a result of this new guidance, we preliminarily believe that we will capitalize additional costs of obtaining the contract, including additional sales commissions, as the new cost guidance, as interpreted by the TRG, requires the capitalization of all incremental costs that we incur to obtain a contract with a customer that we would not have incurred if the contract had not been obtained, provided we expect to recover the costs. Under our current accounting policy, we would only capitalize such costs if they are both incremental and directly related to acquiring the customer. Additionally, we preliminarily believe that the amortization period for our deferred commission costs will be longer than the contract term, as the new cost guidance requires entities to determine whether the costs relate to specific anticipated contracts. Therefore, we believe that the period of benefit, as interpreted by the TRG, for deferred commission costs will likely be longer than the initial contract period. Under our current accounting policy, we amortize the capitalized costs over the underlying contractual period.

While we continue to assess the potential impacts of the new standard, including the areas described above, and anticipate this standard could have a material impact on our consolidated financial statements, we do not know or cannot reasonably estimate quantitative information related to the impact of the new standard on our financial statements at this time.

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Stock-based Compensation

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting to simplify the accounting for share-based payment transactions, including the income tax consequences, an option to recognize gross share-based compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. ASU No. 2016-09 is effective for annual reporting period beginning after December 15, 2017, and interim periods within those years beginning after December 15, 2018 and early adoption is permitted. We are currently in the process of evaluating the impact of adoption of this standard on our consolidated financial statements and related disclosures.

In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification Topic (ASC) 718, Compensation-Stock Compensation, as it relates to such awards. ASU No. 2014-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted using either of two methods: (i) prospective to all awards granted or modified after the effective date or (ii) retrospective to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter, with the cumulative effect of applying ASU No. 2014-12 as an adjustment to the opening retained earnings balance as of the beginning of the earliest annual period presented in the financial statements. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Lease (Topic 842), which requires companies to recognize lease liabilities and corresponding right-of-use leased assets on the balance sheet and to disclose key information about leasing arrangements. ASU No. 2016-02 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2018 and early adoption is permitted. We are currently in the process of evaluating the impact of adoption of this standard on our consolidated financial statements and related disclosures.

Financial Instruments

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. With respect to our consolidated financial statements, the most significant impact relates to the accounting for equity investments. It will impact the disclosure and presentation of financial assets and liabilities. ASU 2016-01 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. We are currently in the process of evaluating the impact of the adoption of this standard on our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU No. 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU No. 2016-13 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2019. We are currently in the process of evaluating the impact of the adoption of this standard on our consolidated financial statements.

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Income Taxes

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which amends existing guidance to require that deferred income tax liabilities and assets be classified as noncurrent in a classified balance sheet, and eliminates the prior guidance which required an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified balance sheet. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. We early adopted ASU No. 2015-17 during fiscal year 2016 on a retrospective basis. The retrospective adoption of ASU No. 2015-17 resulted in a $1.9 million decrease in current deferred tax liabilities and non-current deferred tax assets as of January 31, 2015.

Debt Issuance Costs

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. ASU No. 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015; however, early adoption is permitted for financial statements that have not been previously issued. ASU No. 2015-03 is to be applied retrospectively to all periods presented. We early adopted ASU No. 2015-03 in the fiscal year ended January 31, 2015 and recorded debt issuance costs of $0.9 million and $1.5 million in Long-term debt on our consolidated balance sheets as of January 31, 2015 and 2016, respectively, and $0.5 million in current maturities of long-term debt on our consolidated balance sheet as of October 31, 2016.

Going Concern

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU No. 2014-15 will be effective for fiscal years ending after December 15, 2016 and interim periods within those fiscal years beginning after December 15, 2016, with early adoption permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

Statement of Cash Flows

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which aims to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No. 2016-15 will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable. ASU No. 2016-15 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017 and early adoption is permitted. We are currently in the process of evaluating the impact of adoption of this standard on our consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18) which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and early adoption is permitted. We are currently in the process of evaluating the impact of adoption of this standard on our consolidated financial statements.

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BUSINESS

Overview

We offer an innovative, enterprise-grade application intelligence software platform that is uniquely positioned to enable enterprises to accelerate their digital transformations by actively monitoring, analyzing and optimizing complex application environments at scale. Our integrated suite of applications monitors the performance of software applications and IT infrastructures, down to the underlying code, and automatically correlates them into logical “business transactions,” such as booking a flight in a web browser, transferring money on a mobile device, getting directions through a car’s navigation system or locating physical goods in an inventory system. Real-time information about the performance of these business transactions provides our customers with actionable insights into their end-user experiences, the activities required to improve them and the business outcomes associated with them. Our integrated suite of applications enables our customers to make faster decisions that enhance end-user engagement and improve operational and business performance.

In the current digital era, where applications serve as the primary means to engage customers and increase employee productivity, software has become mission critical to an enterprise’s success. Enterprises are under increasing pressure to accelerate innovation in order to compete effectively. Enterprises need to emphasize speed of innovation and rapid deployment, while operating increasingly complex software application and IT infrastructure environments. This combination of increased velocity and IT complexity regularly impacts the reliability and performance of an enterprise’s software applications and the quality of its end users’ experiences, which in turn can adversely affect its business results and brand.

Organizations have historically deployed legacy IT operations management (ITOM) products, including those that address application performance monitoring (APM), database management systems (DBMS), log management and network management, to monitor and manage their software applications and underlying IT infrastructures. These legacy offerings are often resource-intensive, expensive and generally incapable of supporting complex, modern software applications and IT architectures, such as cloud and hybrid deployments, production-first software environments and microservices. Given the complexity, cost and performance limitations of these traditional approaches, enterprises need a unified application intelligence solution to monitor, analyze and optimize their software and IT environments in real time and at scale.

We deploy self-configuring software agents into our customers’ software application and IT infrastructure environments across their cloud, on-premises and hybrid deployments. These agents work together to rapidly discover and provide a unified, end-to-end view of our customers’ environments. Our platform then automatically maps business transactions at the code level of the underlying software applications. We then utilize machine learning to create dynamic baselines by determining the normal behavior of individual software applications and business transactions, thereby enabling our customers to automatically detect deviations from these norms. By providing visibility into and dynamically baselining the performance of business transactions in addition to underlying individual software, hardware and network components and processes, which we refer to as services, we enable our customers to align the objectives of their business, product development and IT operations teams. This provides our customers with a unified, real-time view into software application and IT infrastructure performance, the quality of their end users’ experiences and the resulting impact on their businesses and brands.

Our platform processes and analyzes trillions of metrics each month and has been purpose built to address the complex needs of the world’s largest enterprises. Our integrated suite of applications includes our Application Performance Management, End-User Monitoring and Infrastructure Visibility applications, as well as a range of underlying product modules. We offer a full range of deployment options across most of our applications, including public cloud providers, such as Amazon Web Services (AWS) and Microsoft Azure, on-premises and hybrid approaches. We deliver the same core platform irrespective of the deployment option chosen, which helps ensure that our applications align with the needs of our customers—regardless of whether they require pure cloud, pure on-premises or hybrid deployments.

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Further, our applications can be quickly and easily deployed by our customers without the need for extensive professional services. While we believe that our professional services engagements are not necessary to enable our customers to effectively use our applications, many of our customers purchase professional services from us to maximize the value and functionality of our applications. Additionally, while our larger customers tend to purchase more professional services from us to address the needs of their larger and more complex enterprise software application and IT infrastructure environments, our self-configuring platform and smart code instrumentation enable our applications to be easily deployed, configured and managed at scale in such environments.

We target mid- to large-size organizations worldwide, such as Global 2000 companies, through our direct sales efforts as well as a network of distributors, resellers and managed service providers. Our partner network provides us with additional sales leverage by sourcing new prospects, renewing existing subscriptions, providing technical support and upselling and cross-selling for additional use cases and agent counts, as well as expanding our international sales reach. As of October 31, 2016, we had approximately 1,975 customers, including over 275 of the Global 2000, located in over 50 countries across every major industry.

We have grown rapidly in recent periods. Our revenues for the fiscal years ended January 31, 2014, 2015 and 2016 were $23.6 million, $81.9 million and $150.6 million, respectively, representing year-over-year growth of 247% and 84%. For the nine months ended October 31, 2015 and 2016, our revenue was $102.8 million and $158.4 million, respectively, representing year-over-year growth of 54%. Our billings for the fiscal years ended January 31, 2014, 2015 and 2016 were $62.1 million, $140.2 million and $258.5 million, respectively, representing year-over-year growth of 126% and 84%. For the nine months ended October 31, 2015 and 2016, our billings were $164.7 million and $237.0 million, respectively, representing year-over-year growth of 44%. Our cash (used in) provided by operating activities was $(25.0) million, $(34.8) million and $(32.5) million for the fiscal years ended January 31, 2014, 2015 and 2016, respectively, and $(39.7) million and $(2.2) million for the nine months ended October 31, 2015 and 2016, respectively. Our free cash flow was $(32.3) million, $(36.6) million and $(41.8) million for the fiscal years ended January 31, 2014, 2015 and 2016, respectively, and $(47.4) million and $(7.8) million for the nine months ended October 31, 2015 and 2016, respectively. See the section titled “Selected Consolidated Financial Data—Reconciliation of Non-GAAP Financial Measures” for information regarding the limitations of using billings and free cash flow as a financial measure and for a reconciliation of billings to revenue and free cash flow to cash provided by (used in) operating activities, the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (GAAP).

We have made substantial investments in developing our platform, expanding our sales and marketing capabilities, and providing general and administrative resources to support our growth. Specifically, we have increased our headcount from 365 employees as of January 31, 2014 to 1,186 as of October 31, 2016, and we intend to continue to invest in our business to take advantage of our market opportunity. As a result, we incurred net losses of $68.3 million, $94.2 million and $134.1 million in the fiscal years ended January 31, 2014, 2015 and 2016, respectively, and $92.4 million and $95.1 million in the nine months ended October 31, 2015 and 2016, respectively.

Industry Background

Powerful trends are transforming the ways that enterprises manage their software application environments and underlying IT infrastructures and interact with customers. These trends include:

Enterprises are Undergoing Digital Transformations

Businesses today are increasingly dependent on software to drive their success as they grow their digital presence. In the current digital era, critical business functions and customer interactions are increasingly conducted through software applications, which serve as the predominant engagement model for a business’s

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customers, partners, employees and other stakeholders. As a result, companies across all major industries worldwide are undergoing digital transformations in which their software applications are becoming synonymous with their businesses and brands. This has thrust developers and IT departments to the forefront of business strategy in new roles as innovation and growth drivers.

Digital transformation is impacting businesses across nearly every vertical, including traditional brick-and-mortar industries, such as retail, financial services and manufacturing. For example:

• According to Forrester, total U.S. eCommerce spending is expected to grow from $334 billion in 2015 to $480 billion in 2019;

• According to the U.S. Federal Reserve, 43% of all surveyed U.S. mobile phone owners with a bank account had used mobile banking services in 2015, up from 22% in 2011; and

• According to McKinsey, 80% of U.S. manufacturers acknowledged that digital operations will be a critical driver of their future competitiveness.

However, Forrester estimated that in 2015 only 27% of businesses had a coherent strategy on how to create customer value as a digital business.

Enterprises must grow their digital presence as well as meet or exceed users’ ever-increasing expectations for high-quality experiences. As users become more accustomed to the speed and quality of the end-user experiences provided by consumer-facing technology companies, all other industries must meet these rising expectations, in everything from eCommerce to back-office management software, or risk having users switch to competitors or alternatives, with Accenture estimating that in 2014 increased customer switching led to an estimated $6 trillion in available revenue opportunities globally. Evidencing these expectations, according to Forrester, 57% of users will leave a website if it takes longer than three seconds to load. In light of these increasing user demands, for both consumer and enterprise related software applications, businesses are under heightened pressure to ensure peak software application performance and provide high-quality user experiences at all times. The stakes of successfully navigating a digital transformation are high and software application and IT infrastructure performance issues can have significant costs in terms of lost revenue and market share. According to a survey conducted by IDC of Fortune 1000 companies, the average cost per hour of a critical software application failure is between $500,000 to $1 million, and $100,000 per hour for an IT infrastructure failure. According to this survey, this translates to an average total cost of unplanned software application downtime of $1.25 billion to $2.5 billion per year for Fortune 1000 companies alone. As a result of these increasing user demands and the costs of application and IT infrastructure performance issues, enterprises are increasing their investment in digital transformations with IDC estimating that worldwide spending on digital transformation technologies will grow at a rate of 16.8% a year to more than $2.1 trillion in 2019.

IT Investments are Moving to Customer-Facing Software Applications

IT investments have historically focused on systems of record such as enterprise resource planning software. However, the increasing importance of software applications as the core channel for businesses to engage their customers, partners, employees and other stakeholders is shifting the view of IT departments from a back-office, service organization to one of a company’s centers of innovation. This is leading to increased investment in new strategic software application projects such as customer-facing software applications. Further, the continued growth of mobile applications and the Internet of Things is expanding the channels through which companies must provide consistent, high-quality user experiences to meet consumer expectations and evolving demands. With a direct channel to end users, brands are increasingly becoming defined by their customer-facing software applications.

This increased focus on customer-facing software applications has led to new entrants upending established markets and forcing intense competition across industries worldwide. In response, enterprises are investing to

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build and manage customer-facing software applications to keep pace with user demands. Evidencing this shift, IDC predicts that more than 42% of total U.S. technology spending in 2018 will be on customer-facing processes.

Velocity is Critical

Traditionally, software was developed slowly with large changes occurring at each cycle and subjected to rigorous testing before its release to end users. This approach is becoming increasingly untenable as businesses in every major industry need to rapidly innovate and require more agile development methods and shorter development cycles to do so. According to McKinsey, through the use of agile development, companies are seeing increased productivity within their development teams, faster release of digital products and services, and improved customer experiences and McKinsey estimates that companies can reduce the average number of days required to complete code development and move it into live production by over 80% from 89 days to 15 days. Traditional businesses are increasingly feeling the need to match or approximate this rapid pace of software iteration or they risk being at a competitive disadvantage. This focus on velocity is leading more and more enterprises to move to production-first software environments, in which software updates are deployed incrementally to end users with limited testing, as well as greater adoption of APIs and microservices. Such environments allow enterprises to obtain immediate end-user feedback and test potential new business strategies in real time in order to improve end-user experiences and achieve better business results at scale.

Additionally, easy access to hosted, low-cost, scalable cloud computing resources has enabled developers to innovate faster on their own software applications while leveraging a wide range of new application program interfaces (APIs), microservices, which are small software components that can underlie and be used in multiple applications, and other development tools. However, while production-first software environments enable continuous deployment and innovation at competitive speeds, continuous deployment often leads to lower stability or more frequent outages. As end-user demands regarding stability, consistency and speed continue to grow, businesses are being required to rapidly innovate without materially degrading the reliability and performance of their increasingly complex software application and IT infrastructure environments.

Accelerating IT Complexity

Enterprises typically run a complex network of business-critical software applications, each of which can have hundreds of interdependent components and millions of lines of code. This already complex environment is further complicated by the following trends:

• An increasing number of development languages, frameworks and methodologies, with Gartner predicting that through 2017, the number of programming languages used within “mainstream” (large-enterprise) IT portfolios would increase by 30% on average;

• The need for customer-facing software applications to be architected to scale to support millions of end users;

• The variety of deployment options, including in public and private clouds and within customers’ own datacenters, as well as hybrid approaches wherein an enterprise deploys some of its applications in the cloud and others within its own datacenters;

• Greater adoption of microservices, APIs and containerization as well as infrastructure-as-a-service and platform-as-a-service solutions; and

• The rise of agile development and the corresponding acceleration of deployments directly into production (without pre-production).

As more business processes are executed through software applications, the complexity and scale of digital information and customer interactions are growing exponentially. Furthermore, the rapid and continued growth

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of connected devices has driven corresponding growth in the amount of code and data under management thereby further complicating an already complex environment. This growing volume of data combined with the lack of consistent frameworks and technical tools has made it increasingly difficult to monitor end-user interactions and transaction flows end-to-end from the end-use device through the software application, IT infrastructure, database and network. This growing complexity also makes it more difficult to identify and isolate customer-impacting issues quickly and precisely. Additionally, enterprises must scale their IT environments to support their growth and comply with more and more rigorous compliance and regulatory requirements.

Legacy Approaches Fail to Address the Needs of Modern Enterprises

Organizations have historically deployed legacy ITOM products, including those that address APM, DBMS, log management and network management, to monitor and manage their software applications and underlying IT infrastructures. Such products are often resource-intensive, expensive and generally incapable of supporting complex, modern software applications and IT architectures, such as cloud and hybrid deployments, production-first software environments and microservices. These approaches also typically lack the ability to gather and analyze data in real time and are difficult to integrate. Moreover, enterprises have historically treated ITOM and business analytics as distinct solutions creating a lack of alignment between an enterprise’s business, product development and IT operations.

Enterprise Needs are Driving Adoption of Application Intelligence

Enterprises need a unified application intelligence solution to monitor, analyze and optimize their software applications and IT infrastructures in real time in order to make better, faster decisions that improve end-user experiences and business results at scale. An enterprise-grade application intelligence solution must:

• Monitor performance in real time. Enterprises need visibility into performance issues to minimize negative impact on end users, and consequently business results. As such, enterprises need a solution that provides visibility into software application and IT infrastructure performance in real time to better inform business and operational decisions at competitive velocity.

• Implement quickly and scale easily. Enterprises are embracing new technologies, such as microservices and next-generation development languages, as well as IT architectures, such as public, private and hybrid clouds. The process of integrating these innovations into environments architected and built on legacy approaches can be very complex to implement, manage and scale. Enterprises require an application intelligence solution that can facilitate this integration as well as be implemented quickly and easily, migrated rapidly and scale as the enterprise grows while minimizing the need for maintenance.

• Understand and track business processes. The complexity of today’s IT environments makes it time consuming and difficult to isolate performance issues by looking at individual services. For example, a simple checkout process on an eCommerce website can involve dozens of interconnected services, such as identity verification, inventory management and payment processing. Enterprises need a solution that can monitor and manage business processes across complicated software application and IT infrastructure environments down to the underlying services. As such, enterprises need to align the objectives of their business, product development and IT operations teams by focusing them on the success of the overall business process instead of the performance of individual services.

• Present unified, comprehensive visibility. Due to the siloed nature of traditional approaches, enterprises have historically been required to implement a patchwork of monitoring tools, which offer little to no business context, do not effectively map performance issues across traditionally siloed systems and provide limited insight into the impact on end users. Enterprises need a unified solution with a common user interface, architecture and data model that provides a centralized view of the varied software, hardware and network services utilized in every business process.

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• Diagnose performance issues in production without negatively impacting end-user experiences. Traditional monitoring tools were not designed to run in production-first environments and thus often negatively impact software application performance due to their resource-intensive nature. As enterprises move to production-first software environments, they require a solution that deeply diagnoses performance issues without undermining performance when deployed in such environments, in addition to being able to analyze issues during pre-production phases.

• Correlate software application performance to business results. The robust and real-time data generated by software applications and their users are not always leveraged when making business decisions as traditional approaches typically cannot provide overarching business context to monitoring data. Enterprises need a solution that not only identifies software application and IT infrastructure performance issues but provides visibility and context into how those performance issues are impacting the broader business in order to enable business, product development and IT operations teams to make better, more informed decisions in real time.

• Analyze massive data sets quickly. Legacy approaches are labor intensive, expensive and inefficient, particularly when dealing with today’s unprecedented volume of data, often requiring days or weeks to identify and isolate the root cause of performance issues. As time is valuable and performance is paramount, particularly in production-first environments, enterprises need a solution with automated diagnostic capabilities that is able to quickly and efficiently ingest, process and analyze massive amounts of data in real time.

• Satisfy increasing regulatory and compliance needs. Enterprises face a myriad of regulatory and compliance requirements. While cloud architectures have provided enterprises with numerous benefits, they also lead to complicated data privacy and compliance issues. To address these complications, enterprises need a solution that can be deployed in the cloud, on-premises or using a hybrid cloud approach and provides transaction audit trails and the ability to implement strict user and data access controls.

Our Opportunity

We offer an innovative, enterprise-grade application intelligence software platform that is uniquely positioned to address these needs by enabling enterprises to accelerate their digital transformations by actively monitoring, analyzing and optimizing complex application environments at scale.

We believe that our solution replaces legacy products across various well-established categories of IT spending. According to Gartner, the IT operations market in 2016 is expected to be $23.0 billion, and the business intelligence and analytics market is expected to be $17.1 billion, resulting in a total addressable market (TAM) of $40.1 billion in 2016, and is expected to grow at 7.6% annually to $53.8 billion in 2020. We believe we currently address a significant portion of those markets.

We internally estimate that the TAM for our solution is approximately $12 billion. We calculated this figure using the total number of global companies with greater than $50 million in annual revenue in 2015, which we determined by referencing certain independent industry data from S&P Global Market Intelligence, for each industry in which we currently serve customers. We then multiplied the total number of companies for each such industry by our industry-specific average recurring contract value for customers as of October 31, 2016, which we calculated by adding the aggregate annual recurring contract value from all existing customers within each industry and dividing the total by the number of our existing customers in each such industry. We then normalized our internal TAM estimate for our recurring and non-recurring revenue mix by applying a conservative estimate that is significantly below our past experience.

Our Solution

Our solution is offered as an integrated suite of software application and IT infrastructure monitoring and analytics products comprised of three key applications and built on our application intelligence software

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platform. Our solution is uniquely positioned to enable enterprises to accelerate their digital transformations by actively monitoring, analyzing and optimizing complex application environments at scale. Our key applications are Application Performance Management, End-User Monitoring and Infrastructure Visibility.

Our solution uniquely addresses the enterprise needs stated above by:

• Monitoring software application and IT infrastructure performance in real time. Using smart-code instrumentation, our solution enables our customers to monitor their software application and IT infrastructure environments in real time and automatically collect relevant data to provide actionable insights into IT operations and business outcomes.

• Being easy to deploy, configure and manage at scale. We have designed our solution to address the unique size, scale and infrastructure complexity challenges faced by the world’s largest enterprises, including those with highly distributed and complex software application and IT infrastructure environments as well as microservices architectures. Our solution can be easily deployed, configured and managed at scale, thereby creating fast time to value.

• Auto-discovering and following business transactions. We allow enterprises to view the performance of their software applications and IT infrastructures through the lens of a business transaction. We do this by monitoring and analyzing all code execution to automatically discover business transactions. This provides enterprises with a powerful way to assess code performance and its impact on business activities as well as to drive better cross-team collaboration between business, product development and IT operations teams by providing a single view that is relevant to each constituent. This empowers our customers to rapidly identify and isolate the root cause of performance issues, minimize the impact on end users and maximize their business outcomes.

• Providing a unified, end-to-end view of customer environments. Our platform is purpose-built on a common architecture and data model that delivers a consistent, intuitive user interface across offerings. Our customers’ business, product development and IT operations personnel are able to view and understand their end-to-end software application and IT infrastructure performance, the quality of their end-users’ experiences and their business performance all through a single pane of glass, regardless of how they deploy our applications.

• Diagnosing performance issues in production-first environments quickly, with low overhead. Our integrated suite of applications has been designed to operate in production-first environments at scale with robust monitoring and low overhead. Our platform leverages machine learning to dynamically baseline normal performance, and alerts users regarding deviations from these baselines to help them identify and address issues in real time. Using pattern recognition and anomaly detection, we are able to intelligently determine what data to collect and when to alert customers regarding performance issues. Our platform is therefore able to diagnose the root cause of performance issues quickly with minimal impact on performance.

• Understanding the business context of software application performance. Our approach to unified monitoring combined with our focus on business transactions gives our customers real-time insights into software application and IT infrastructure performance and how that performance impacts end-user experiences and business outcomes. This approach when paired with Business iQ, one of our intelligence performance engines, enables customers to make quicker decisions that drive real and measurable improvements to their business.

• Analyzing massive data sets quickly. Our solution collects and organizes massive amounts of data and intelligently identifies and isolates critical issues that affect performance. Our platform leverages machine learning to glean insights from massive data sets in real time to drill down to the root cause of performance issues and the business impact of such issues faster while providing suggestions for remediation.

• Navigating increasingly complex compliance and regulatory environments. We offer our customers a full range of deployment options across most of our applications, including public cloud providers, on-

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premises and hybrid approaches, to meet their regulatory and compliance needs. Additionally, our solution provides customers with administrative oversight capabilities, including transaction audit trails and the ability to implement strict user and data access controls, in even the most complex enterprise software application and IT infrastructure environments.

We have been positioned as a leader for the past five consecutive years in Gartner’s Magic Quadrant for Application Performance Monitoring Suites. In its December 2016 report, Gartner positioned us furthest for “Completeness of Vision.” In January 2015, we hired a former Gartner executive, who co-authored Gartner’s Magic Quadrant for Application Performance Monitoring Suites in 2012, 2013 and 2014, to serve as a vice president of AppDynamics. While we do not believe that a conflict of interest exists as a result of our hiring of this executive from Gartner, we regularly examine our relationships with our customers, suppliers and third-party analysts to avoid perceived or actual conflicts of interest.

Growth Strategy

Key elements to our growth strategy include:

• Rapid and continued innovation. We believe we offer the industry-leading software application and IT infrastructure monitoring and analytics products. We intend to continue to invest in our research and development efforts and build on our consistent track record of technical innovation to maintain our competitive advantages and market leadership. We will focus our research and development efforts on enhancing the functionality, breadth and scalability of our integrated suite of applications and underlying platform, addressing new use cases and developing additional, innovative monitoring and analytics technologies.

• Helping more enterprises digitally transform. We intend to reach additional enterprises and as well as further penetrate the industry verticals we currently address by expanding our worldwide sales and marketing capabilities.

• Expanding our footprint across the enterprise. Many of our customers initially deploy one or more of our applications in specific groups or departments or to monitor specific applications. After realizing the benefits of our applications, many customers then broaden their deployment across the enterprise, using our applications to actively monitor, analyze and optimize additional software applications, IT infrastructure components and business transactions. In order to continue to grow our presence within these accounts, we intend to devote additional sales and marketing resources to drive increased adoption within and across our existing customers.

• Selling additional applications to our existing customers. Many of our customers initially deploy our applications for a specific use case, predominantly APM. As we continue to expand the capabilities of our integrated suite of applications, our customers often purchase incremental offerings from us to address new software application and IT infrastructure monitoring and analytics needs and leverage the additional capabilities of our applications, including End-User Monitoring and Infrastructure Visibility, as well as premium Peak editions of our offerings, which include Business iQ.

• Enhancing our strategic partner ecosystem. As a core part of our strategy, we have developed an ecosystem of partners to broaden and complement our product offerings, sales and marketing, professional services and customer success capabilities. We will continue to seek potential strategic partnership opportunities which expand the capabilities and use cases of our integrated suite of applications and augment our sales reach.

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Technology

Built on a foundation of proprietary intellectual property, our enterprise-grade application intelligence software platform serves as the underlying technical deployment architecture for our integrated suite of applications. Our platform leverages the following core technological advances:

• Self-configuring platform. Analyzes software code to automatically discover business transactions and automatically adapts agent instrumentation to changes in the software application and IT infrastructure environments being monitored, providing fast time to value and requiring minimal configuration.

• Smart code instrumentation. Provides adaptive code instrumentation by embedding self-configuring software agents with our customers’ underlying software code, allowing customers to seamlessly instrument all software applications in both pre-production and production-first environments as well as microservices architectures, without the need for manual configuration or code changes and with minimal overhead.

• Transaction tag and follow. Dynamically tags and follows every business transaction end-to-end across complex and distributed software application and IT infrastructure environments.

• Dynamic baselining and intelligent anomaly detection. Leverages machine learning with dynamic baselining for intelligent anomaly detection that reduces or eliminates false positives and optimizes for the amount of data that needs to be collected, with no manual configuration needed.

• Highly scalable data platform. Processes metrics, events and metadata at web scale with minimal latency, processing and analyzing trillions of metrics each month, using self-learning methodologies, and allowing our customers to focus on innovation.

We deliver the same core platform irrespective of the deployment option chosen, which helps ensure that our applications align with the needs of our customers—regardless of whether they require pure cloud, pure on-premises or hybrid deployments. This flexible software deployment architecture is a key differentiator as compared to both legacy and cloud-only solutions.

We offer a software development kit which has enabled us to extend our monitoring capabilities to over 100 customer and partner integrations. We also have technology partnerships with key software, hardware and cloud services providers to ensure the interoperability of our applications with our customers’ software application and IT infrastructure environments as well as partnerships with infrastructure-as-a-service and platform-as-a-service providers that enable streamlined software application development and operations in both private and public clouds.

Applications

We offer an integrated suite of monitoring and analytics products comprised of three key applications built on our application intelligence software platform. Our platform is powered by intelligent performance engines that work in concert to help provide businesses with real-time, actionable IT and business insights into software application and IT infrastructure performance, end-user experiences and business outcomes. We deliver this by providing code-level visibility into a customer’s digital business and operational performance, so they can discover and anticipate problems, resolve them quickly and make smarter, more impactful business decisions. Our integrated suite of applications includes, Application Performance Management, End-User Monitoring and Infrastructure Visibility, as well as a range of underlying product modules. Each of our three key applications are offered on a subscription and perpetual license basis, with the majority of our revenue from each of our applications being derived from sale of subscriptions.

Our application intelligence software platform is powered by the following intelligence performance engines:

• Map iQ: Map iQ enables enterprises to map and understand interactions within applications through business transactions. Key capabilities include automatically discovering and tracing business

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transactions as they propagate through IT infrastructure, and creating visual flow maps that are dynamically updated, helping enterprises understand their architecture and dependencies;

• Baseline iQ: Baseline iQ establishes dynamic baselines, by measuring typical behavior at particular times of day and days of the week, for business transactions and metrics rather than static thresholds. Key capabilities include determining “normal” behavior for every business transaction and metric via machine learning, and automatically creating rules for triggering alerts when a deviation from the baseline is noticed, allowing proactive investigation of issues before users are impacted;

• Diagnostic iQ: Diagnostic iQ enables enterprises to leverage deep diagnostic capabilities, with full code visibility, at low overhead. Key capabilities include analyzing data through patented algorithms and pattern recognition intelligence to distill down to what is most important, and making it easy to determine root causes when problems occur;

• Business iQ: Business iQ leverages the data collected by our platform to provide actionable insights into IT operations, end-user experiences and business outcomes in real time. Key capabilities include monitoring, collecting and analyzing business transactions and multiple types of data, intelligently correlating transaction events and logs, advanced performance troubleshooting, and the ability to visualize trends, build interactive custom dashboards, raise alerts and generate reports;

• Signal iQ: Signal iQ is a big data platform that helps enterprises avoid false positives and allows them to focus teams on the most impactful areas of the business. Key capabilities include ingesting, correlating and baselining hundreds of millions of events per day, and triggering notifications or automated remediations through a sophisticated policy engine; and

• Enterprise iQ: Enterprise iQ enables management of systems and people within an enterprise at scale. Key capabilities include a modern web-based user interface, enterprise-grade setup that streamlines mapping, configuration, deployment, and maintenance at scale, and role-based access control and policies that provide appropriate data access and governance.

Application Performance Management

Our Application Performance Management application is our flagship offering, and allows customers to monitor and manage business transactions across highly complex and distributed software application environments. Key capabilities include:

• auto-discovery and end-to-end monitoring of business transaction performance through the dynamic tagging and following of every transaction across software application environments;

• the ability to support a variety of languages and technology frameworks, such as Java, .NET, PHP, Node.js, C++, Python and Apache Web Server, as well as messaging and queuing technologies;

• deep code-level visibility into software applications deployed in production-first environments with low overhead;

• the ability to intelligently capture detailed snapshots of anomalous business transactions;

• automation and machine learning to determine dynamic baselines for every transaction based on historical patterns;

• the ability to identify and isolate software application issues quickly and provide suggestions for remediation; and

• the ability to configure and manage any software application within minutes and without needing the application’s source code.

End-User Monitoring

Our End-User Monitoring application enables enterprises to monitor and optimize browser and mobile software applications. Our End-User Monitoring application includes two product modules.

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Browser Real-User Monitoring

Our Browser Real-User Monitoring product module provides deep code-level visibility into client-side browser software applications and their dependency on back-end software applications and services, as well as insights into end-user experiences. Key capabilities include:

• instant insights into end-user web experiences, including top page requests and pages with the highest response times;

• visibility into the distribution of end users by browser type, version and devices, as well as the geographical distribution of end users;

• detailed content load times, as well as errors and detailed resource timing breakdowns;

• end-to-end visibility into business transactions from browser to back-end software applications, when coupled with our Application Performance Management application; and

• the ability to track and trend how key performance indicators (KPIs) are impacted by browser performance.

Mobile Real-User Monitoring

Our Mobile Real-User Monitoring product module provides visibility into iOS and Android mobile software application performance, and their dependencies on back-end software applications and services, as well as insights into end-user experiences. Key capabilities include:

• identification and resolution of mobile application crashes and errors;

• visibility into mobile usage across devices, networks, operating systems, connection types and software application versions;

• the ability to monitor detailed load, latency and errors metrics for network and API requests;

• end-to-end visibility into business transactions from mobile to back-end software applications, when coupled with our Application Performance Management application; and

• the ability to track and trend how KPIs are impacted by mobile software application performance.

Infrastructure Visibility

Our Infrastructure Visibility application helps enterprises ensure that software application performance is not negatively impacted by IT infrastructure issues. Infrastructure Visibility provides enterprises with visibility into server and database performance and the ability to quickly troubleshoot application and user-impacting issues. Our Infrastructure Visibility application includes two product modules.

Database Visibility

Our Database Visibility product module delivers agent-less heterogeneous database monitoring capabilities in the context of software applications that they support. Key capabilities include:

• support of a range of databases, including databases from Microsoft, MongoDB, NetApp, Oracle, PostgreSQL and Sybase;

• auto-discovery of software application-to-database dependencies and management of database performance in the context of business transactions, when coupled with our Application Performance Management application; and

• the ability to troubleshoot database performance and correlate server CPU and memory performance with database performance.

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Server Visibility and Service Availability Monitoring

Our Server Visibility and Service Availability Monitoring product module proactively detects server performance issues which impact software application performance. Key capabilities include:

• the ability to monitor Linux and Windows server metrics, when coupled with our Application Performance Management application;

• the ability to effectively monitor cloud and virtual environments by determining the rate of change in such environments through abstraction of variable server capacity;

• quick resolution of server bottlenecks by capturing business transactions and server snapshots;

• the ability to leverage platform extensibility to support additional software applications and IT infrastructure components; and

• the ability to provide availability for service endpoints to actively identify services that are unavailable.

Customers

As of October 31, 2016, we had approximately 1,975 customers, including more than 275 of the Global 2000, located in over 50 countries across every major industry. Our customers primarily consist of mid- to large-size enterprises. No customer accounted for more than 10% of our revenue in the fiscal years ended January 31, 2014, 2015 and 2016.

The following is a list of representative customers by key verticals whose total purchases of our applications are in excess of $250,000 since February 1, 2013.

Financial Services Capital One Financial Citizens Bank Lloyds Bank PayPal Quicken Loans	Communications & Entertainment Charter Communications Electronic Arts FamilySearch Sky Talktalk Telecom Group Verizon	Consumer & Retail Shutterfly Tesco Stores The Carphone Warehouse The Hut.com Williams-Sonoma
Technology & Software eHarmony Garmin Okta Sabre Corporation Salesforce	Business Services & Insurance Aetna Ellie Mae IBM Pearson Education Rackspace Siemens	Travel & Logistics Choice Hotels International Expedia InterContinental Hotels Group Jetblue Airways United Airlines Wyndam Hotel Group

Customer Case Studies

The following are examples of how certain of our representative customers noted above have selected, deployed and benefited from the use of our solution:

Citizens Bank

Situation: Citizens is one of the oldest and largest financial institutions in the United States. Over time as part of an overall industry trend, Citizens’ customers have migrated from branch business to its online banking system and mobile applications in increasingly higher percentages, and Citizens believed this trend would continue.

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Citizens anticipated that the shift to online and mobile banking platforms could create stability issues with its software applications due to the scale and performance requirements of these new platforms. To prepare for that accelerated growth and to continue to be able to provide an exceptional customer experience, the bank launched a strategic initiative to increase the stability and reliability of its software applications.

Solution and benefits: In 2014, we deployed our Application Performance Management application as a proof of concept and were able to immediately identify application performance issues. The immediate success of our unified solution led to Citizens purchasing on-premises licenses of our Application Performance Management application for 25 of its critical software applications as well as our Infrastructure Visibility application for its IT infrastructure and our End-User Monitoring application for its mobile applications. Following the success of its initial deployment, in 2015, Citizens licensed our Application Performance Management application for an additional 25 critical software applications and expanded its use of our End-User Monitoring application for its web-based software applications. Citizens estimates that since they first deployed our solutions in 2014 our unified solution has reduced unplanned downtime of its software applications and reduced critical software application performance incidents by more than 15% each while also improving mean time to repair such unplanned downtime and critical performance incidents substantially.

Ellie Mae

Situation: Ellie Mae’s mission is to automate the mortgage process. One of its strategic offerings in the automation push is Encompass, a system of record for mortgages, which enables lenders to streamline and automate the mortgage process from origination to underwriting. This increasingly complex SaaS offering and its integrations with Ellie Mae’s growing partner ecosystem have magnified the risk of performance issues, service outages and latency. To help ensure that its software applications delivered peak performance across every step of the automation process at all times, Ellie Mae was looking for an integrated solution to mitigate these risks and improve the performance of its code and IT infrastructure underlying its services.

Solution and benefits: In 2014, Ellie Mae purchased our Application Performance Management and Infrastructure Visibility applications after determining it needed end-to-end visibility for the software application and IT infrastructure environment underlying Encompass, with its multiple integrations. The company deployed our solution in production where additional instrumentation of complex transaction flows was needed to try to ensure that business-critical services were operating at peak levels at all times. With our solution, Ellie Mae was able to quickly view and understand its business transactions, identify and isolate the source of application performance issues and determine how to remediate issues quickly. For example, within a few minutes of installing our software agents on its application servers, Ellie Mae discovered a defect in its software application that was allowing invalid data to pass from the user interface to the backend system, resulting in excessive memory consumption. Ellie Mae was able to quickly and accurately identify the source of memory consumption and make adjustments accordingly, which reduced the overall utilization of its compute memory from 90% to 40% following the deployment of our solutions in 2014. Ellie Mae has also consolidated its disparate collection of management tools into our integrated, scalable solution and created tailored alerts around deviations from dynamic baselines. Further, our solution enabled Ellie Mae to reduce the mean time to resolution of performance issues.

Sky

Situation: Sky, a leading entertainment company in Europe, has millions of customers that expect to be able to access its programming on their mobile devices, televisions and desktops at all times. When Sky’s customers experience outages or performance incidents when attempting to view content via Sky’s web and mobile software applications, it adversely affects Sky’s business and brand, particularly with respect to high-traffic events, such as sporting events and popular television show premiers. Sky’s senior leadership team needed an integrated solution which could enable it to proactively monitor and manage the stability of its programming delivery platform, which includes both on-premises applications and external public cloud-hosted applications used to optimize the quality of its customers’ experiences.

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Solution and benefits: After initially purchasing approximately 110 of our Application Performance Management software agents in 2013, Sky expanded its usage of our Application Performance Management application by purchasing an additional 5,425 software agents in 2014. Once deployed, Sky saw immediate results as our integrated solution helped improve the performance of Sky’s programming delivery platform by rapidly identifying and isolating the root cause of performance issues, reducing outages and minimizing the related impact on its customers. In 2015, Sky further increased its investment in our platform by purchasing more Application Performance Management software agents as well as deploying our End-User Monitoring and Infrastructure Visibility applications. Although Sky initially purchased SaaS subscriptions in 2013, today it uses a hybrid model consisting of SaaS subscriptions and on-premises licenses of our applications to support its combination of on-premises and external public cloud-hosted applications. As Sky is rapidly moving to a microservices architecture, it has begun to leverage our integrated solution to accelerate its code and product releases and is deploying our solution as a key component of the planned international expansion of its platform.

Williams-Sonoma

Situation: Williams-Sonoma has become one of the largest digital retailers in the United States. In order to continue to scale and to uphold its commitment to provide customers with high-quality experiences, Williams-Sonoma has focused on investing in its technology and IT infrastructure. Williams-Sonoma wanted to implement a solution that provided real-time visibility into the performance of their software application and IT infrastructure environments to help ensure that customer expectations were met and even exceeded.

Solution and benefits: Williams-Sonoma purchased our Application Performance Management application in 2010 for its eCommerce division. Given the success of the initial deployment, Williams-Sonoma purchased additional licenses for our Application Performance Management application in 2012 and 2013, and broadened its use of our platform by purchasing our Infrastructure Monitoring product in 2015 and 2016. Williams-Sonoma has also begun expanding its deployment to its brick-and-mortar stores to monitor and manage the systems that power the in-store experience, such as point of sale and inventory management, and quickly provide alerts to minimize any impacts on customers. As a result, Williams-Sonoma has gained visibility into, and can better anticipate and address, performance issues in real-time.

Sales and Marketing

We target mid- to large-size organizations worldwide, such as Global 2000 companies, through our direct sales efforts as well as distributors, resellers and managed service providers. Our partner network provides us with additional sales leverage by sourcing new prospects, renewing existing subscriptions, providing technical support and upselling and cross-selling for additional use cases and agent counts, as well as expanding our international sales reach. Channel partners are compensated based on the margin they earn reselling our applications to end-user customers. Our sales agreements with channel partners generally do not grant rights of return or pricing protection. In addition, we offer a self-service, web-based free trial of our applications that allows any prospective customer to validate their business value without cost or risk and streamlines our ability to prospect and qualify customer opportunities. We also have OEM distribution relationships with various third-party software providers who embed limited-use versions of our solution in their applications to further extend our reach.

Our sales and marketing organizations work together closely to drive brand and product awareness, build a robust sales pipeline and cultivate customer and partner relationships to drive revenue growth. We leverage a broad mix of outbound marketing tactics such as industry events, webinars and user events to target new business, as well as support our cross-sell and upsell efforts within our installed base. For example, we host an annual worldwide user and partner conference, AppSphere, to support and connect the AppDynamics community and to help our customers realize greater business results from our applications. In addition, we have invested, and intend to continue investing, in inbound marketing activities to drive pipeline generation.

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Professional Services and Training

We have built and foster a company-wide culture that prioritizes customer success. While our software is easy to implement and use, we offer a variety of consulting and training services, such as enablement, deployment, operational management and configuration services through our professional services organization, which is well versed in the needs of, and complexities facing, enterprises. Our training methodology is based on driving value for our customers by enabling key use cases, educating them as to the features and functionality of our applications and ensuring their software application and IT infrastructure environments are operating at peak levels. Our applications are also supported by our partner network as well as select implementation, systems integration and change management providers.

Research and Development

Our research and development efforts are focused on continuing to enhance the functionality, breadth and scalability of our integrated suite of applications, addressing new use cases and developing additional, innovative monitoring and analytics technologies. We further rely on automation in our development process with test automation performed daily. These development methodologies allow us to rapidly develop and regularly release new and enhanced software features.

For the fiscal years ended January 31, 2014, 2015 and 2016, our research and development expenses were $21.7 million, $34.1 million and $57.7 million, respectively.

Customer Support and SaaS Operations

Our customer success organization supports our SaaS operations and offers 24/7 customer support focused on providing fast resolutions to complex enterprise issues. Our software maintenance and support agreements, which are sold separately with our perpetual software licenses and bundled with our time-based licenses and SaaS subscriptions, provide our customers with rights to technical support, unspecified software upgrades, maintenance releases and patches released during their term of the maintenance agreement on a when-and-if-available basis.

To support the ingestion, processing and retrieval of trillions of metrics each month from thousands of individual software applications, we have developed a scalable SaaS architecture that can provide logical separation and confidentiality between each customer. We utilize a co-located datacenter as well as Amazon Web Services.

To ensure the confidentiality, integrity and availability of our applications, services and data, we maintain a comprehensive security and risk management program. This program is designed to achieve levels of assurance for our customers. This is accomplished through the design and adoption of systematic process and technology controls leveraging risk-based and industry-aligned methodologies. These controls include the use of independent, qualified third-party firms that perform security testing on our applications, services and systems, in addition to our own internal assessments. We further undergo a semi-annual SOC 2 audit performed by a third-party auditor to ensure that our program and controls are operating effectively. We also regularly review the SOC 2 and other reports for our sub-service providers to ensure their security risk management and regulatory compliance programs are vetted.

Intellectual Property

Our success depends in part upon our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of patents, copyrights, trademarks, service marks, trade secret laws and contractual restrictions to establish and protect our proprietary rights in our applications and services.

As of October 31, 2016, we had 15 issued patents in the United States, 84 pending U.S. patent applications, 14 corresponding international Patent Cooperation Treaty applications and eight additional pending patent

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applications in non-U.S. jurisdictions, and may file additional patent applications in the future. Our issued patents expire between September 2030 and July 2035. We cannot be assured that any of our patent applications will result in the issuance of a patent or whether the examination process will require us to narrow the scope of the claims sought. Furthermore, even if a patent issues, we cannot be assured that such patent will have adequate coverage to protect our business.

We have registered “AppDynamics” as a trademark in the United States and certain non-U.S. jurisdictions for our name and certain of the words and phrases that we use in our business. We have registered numerous Internet domain names related to our business in order to protect our proprietary interests. We also license software from third parties for integration into our applications, and we utilize open source software.

We protect our proprietary rights by controlling access to and use of our technology and confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers and partners, and our software is protected by U.S. and international copyright laws. We intend to expand our international operations in certain foreign countries where effective patent, copyright, trademark and trade secret protection may not be available or may be limited.

Competition

The market for software application monitoring and analytics solutions is evolving, complex and defined by changing technology and customer needs. We expect competition to intensify in the future as competitors bundle new and more competitive offerings with their existing products and services, and as products and product enhancements are introduced into our markets.

We compete either directly or indirectly with:

• systems management vendors, such as BMC Software, Inc. and CA, Inc.;

• software application performance management providers, such as Dynatrace LLC and New Relic, Inc.;

• diversified technology companies, such as Hewlett Packard Enterprise Company and Microsoft Corporation; and

• ITOM, business intelligence, analytics and other point solution vendors that address a portion of the issues that we solve.

In addition to the competitors listed above, we face potential competition from participants in adjacent markets that may enter our markets by leveraging related technologies and partnering with or acquiring other companies, or providing alternative approaches to provide similar results. We may also face competition from companies entering our market, including large technology companies which could expand their platforms or acquire one of our competitors.

The principal competitive factors in our markets include:

• product features, functionality and reliability;

• ease and cost of deployment, use and maintenance;

• deployment options and flexibility;

• customer, technology and platform support;

• ability to easily integrate with customers software application and IT infrastructure environments;

• the quality of data collection and correlation;

• interoperability and ease of integration; and

• brand recognition.

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While we believe that we compete favorably on the foregoing factors, we may be at a competitive disadvantage to certain of our current and future competitors as they may be able to devote greater resources to the development and improvement of their products and services than we can and, as a result, may be able to respond more quickly to technological changes and customers’ changing needs. Moreover, because our market is changing rapidly, it is possible that new entrants, especially those with substantial resources, more efficient operating models, more rapid product development cycles or lower marketing costs, could introduce new products and services that disrupt the manner in which our integrated suite of products addresses the needs of our customers and potential customers.

Employees

As of October 31, 2016, we had 1,186 full-time employees, including 485 in sales and marketing, 304 in research and development, 166 in general and administrative, 122 in professional services and training and 109 in customer support and SaaS operations. Although we have work councils and statutory employee representation obligations in certain jurisdictions, our U.S. employees are not represented by a labor union. We have not experienced any work stoppages, and we consider our relations with our employees to be good.

Facilities

Our corporate headquarters occupy approximately 83,500 square feet in San Francisco, California under a lease that expires in May 2022. We maintain additional offices in New York, New York, Dallas, Texas and in various international locations, including, India and the United Kingdom. We believe that our current facilities are sufficient for our current needs. However, to the extent we meet our current growth expectations, we will need to expand our facilities. While we believe that we will be able to obtain additional or substitute facilities on commercially reasonable terms, we expect to incur additional expenses in connection with any such new or expanded facilities.

Legal Proceedings

From time to time we are a party to various litigation matters and subject to claims that arise in the ordinary course of business including, for example, patent infringement lawsuits by non-practicing entities. In addition, third parties may assert claims against us in the form of letters and other communications. We currently believe that these ordinary course matters will not have a material adverse effect on our future financial results of operations; however, the results of litigation and claims are inherently unpredictable. 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

Executive Officers, Key Employees and Directors

The following table provides information regarding our executive officers, key employees and directors as of December 20, 2016:

Name	Age		Position
Executive Officers
David Wadhwani		45	President, Chief Executive Officer and Director
Randy S. Gottfried		51	Chief Financial Officer
Dali Rajic		43	Chief Revenue Officer
Bhaskar Sunkara		39	Chief Technology Officer and Head of Product
Key Employees
Kendall Collins		41	Chief Marketing Officer
Susan Lovegren		55	Chief People Officer
Danny Winokur		47	Senior Vice President, Customer and Strategic Operations
Daniel J. Wright		33	Senior Vice President, General Counsel and Corporate Secretary
Non-Employee Directors
Jyoti Bansal		38	Chairman
Jonathan C. Chadwick(1)		50	Director
Asheem Chandna(2)(3)		52	Director
Dev C. Ittycheria(2)		49	Director
Ravi Mhatre(2)(3)		49	Director
Gary M. Reiner		62	Director
Charles J. Robel*(1)(3)		67	Director
David C. Scott(1)		54	Director

* Lead independent director.

(1) Member of our audit committee.

(2) Member of our compensation committee.

(3) Member of our nominating and corporate governance committee.

Executive Officers

David Wadhwani has served as our President, Chief Executive Officer and as a director since September 2015. Prior to joining us, Mr. Wadhwani served in various executive roles from December 2005 to September 2015 at Adobe Systems Incorporated, a computer software company, including as Senior Vice President and General Manager, Digital Media. He joined Adobe in December 2005 through its acquisition of Macromedia, Inc., a multimedia and web development software company, where he served as Vice President. Prior to Macromedia, Mr. Wadhwani co-founded iHarvest, Inc., a web content management company, and served as Vice President of Engineering and as a director. Mr. Wadhwani holds a B.S. degree in Computer Science from Brown University.

We believe Mr. Wadhwani is qualified to serve as a member of our board of directors because of the perspective he brings as our President and Chief Executive Officer and his extensive experience with technology companies.

Randy S. Gottfried has served as our Chief Financial Officer since January 2015. Prior to joining us, Mr. Gottfried was a private investor from June 2013 to December 2014. From February 2004 to May 2013, Mr. Gottfried served as Chief Financial Officer of Riverbed Technology, Inc., a network technology company acquired by Thoma Bravo, LLC in April 2015, and from October 2012 to May 2013, he also served as Riverbed’s Chief Operating Officer. Mr. Gottfried holds a B.B.A. degree in Accounting from the University of Michigan and an M.B.A. degree from the Kellogg Graduate School of Management at Northwestern University.

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Dali Rajic has served as our Chief Revenue Officer since August 2016. Mr. Rajic previously served as our Vice President of Sales, Americas from February 2016 to July 2016, Vice Present of Sales, North America from February 2014 to January 2016 and Vice President of Sales, West from April 2012 to February 2014. Prior to joining us, Mr. Rajic served in various executive roles at BMC Software, Inc., a computer software company, from February 2009 to March 2012, most recently as Area Director. From June 2006 to January 2009, Mr. Rajic served as Regional Vice President of Sales for Verint Systems Inc., an analytics company. Mr. Rajic holds a B.S. degree in International Marketing from California State Polytechnic University, Pomona and an M.B.A. degree from the Kellogg Graduate School of Management at Northwestern University.

Bhaskar Sunkara has served as our Chief Technology Officer and Head of Product since April 2014. Mr. Sunkara previously served as our Vice President of Product Management from December 2011 to April 2014, Director of Engineering from October 2009 to December 2011 and Principal Software Engineer from June 2008 to October 2009. Prior to joining us, Mr. Sunkara served as a Senior Software Engineer at CA Wily Technology from March 2006 to June 2008. From April 2005 to March 2006, he served as a Software Engineer at Wily Technology, Inc. until its acquisition by CA, Inc. in March 2006. Mr. Sunkara holds a B.S. degree in Computer Science and Engineering from Madras University.

Key Employees

Kendall Collins has served as our Chief Marketing Officer since March 2016. Prior to joining us, Mr. Collins served in various executive roles at salesforce.com, inc., a cloud computing company, from March 2004 to June 2015, most recently as Chief Executive Officer for Salesforce Cloud and as an Executive Vice President of salesforce.com, inc. From July 2001 to September 2003, Mr. Collins served as a Director of Competitive Intelligence at Siebel Systems, Inc., a customer relationship management software company. Mr. Collins holds a B.S. degree in Commerce from the University of Virginia.

Susan Lovegren has served as our Chief People Officer since August 2016. Prior to joining us, Ms. Lovegren served as Senior Vice President, Human Resources of Juniper Networks, Inc., a global provider of networking equipment and software, from June 2015 to August 2016. From April 2013 to June 2015, Ms. Lovegren served as Senior Vice President of Human Resources of Plantronics, Inc., an electronics company. Prior to joining Plantronics, Ms. Lovegren served in various executive roles at Juniper Networks, from June 2006 to April 2013, most recently as Vice President, Human Resources. Ms. Lovegren also previously served in various roles in human resources management at Agilent Technologies, Inc. and the Hewlett-Packard Company. Ms. Lovegren holds a B.A. degree in Radio and Television Broadcasting from San Jose State University and an M.S. degree in Human Resources Management from Golden Gate University.

Danny Winokur has served as our Senior Vice President, Customer and Strategic Operations since March 2016. Prior to joining us, Mr. Winokur served in various executive roles at Adobe Systems Incorporated from July 2007 to February 2016, most recently as the Vice President and General Manager, Customer Experience and Enterprise Offerings. From July 2006 to July 2007, Mr. Winokur served as Vice President of Business Development for Simplicita Software, Inc., a computer software company acquired by Sandvine Incorporated. Mr. Winokur holds an A.B. degree in History from Brown University.

Daniel J. Wright has served as our as our Senior Vice President and General Counsel since January 2016 and has served as our Corporate Secretary since June 2014. Mr. Wright previously served as our Vice President of Legal from April 2014 to January 2016, and served as Director of Legal from April 2013 to April 2014. Prior to joining us, Mr. Wright served as an associate at Goodwin Procter LLP, a law firm, from August 2010 to March 2013. Mr. Wright holds a B.S. degree in International Business from Pepperdine University and a J.D. degree from Boston College.

Non-Employee Directors

Jyoti Bansal founded our company and has served as our Chairman since September 2015 and as a member of our board of directors since April 2008. From September 2015 to August 2016, Mr. Bansal served as our Chief

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Strategist, and from April 2008 to September 2015, Mr. Bansal served as our President and Chief Executive Officer. Prior to founding our company, Mr. Bansal served as Principal Software Engineer at CA Wily Technology, a subsidiary of CA, Inc., a software company, from March 2006 to March 2008. From March 2005 to February 2006, he served as Senior Software Engineer at Wily Technology, Inc., an enterprise application management solutions company acquired by CA, Inc. in March 2006. Mr. Bansal holds a B.S. degree in Computer Science from the Indian Institute of Technology Delhi.

We believe Mr. Bansal is qualified to serve as a member of our board of directors because of the experience he brings as our Founder and Chairman, as well as his perspective as one of our largest stockholders.

Jonathan C. Chadwick has served as a member of our board of directors since December 2016. Mr. Chadwick has been a private investor since April 2016. From November 2012 to March 2016, Mr. Chadwick served as Chief Financial Officer and Executive Vice President of VMware, Inc., a virtualization and cloud infrastructure solutions company, and from August 2014 to March 2016, he also served as VMware’s Chief Operating Officer. From March 2011 until November 2012, he served as the Chief Financial Officer of Skype Communication S.á.r.l., a voice over IP (VoIP) service, and as a corporate vice president of Microsoft Corporation after its acquisition of Skype in October 2011. From June 2010 until February 2011, Mr. Chadwick served as Executive Vice President and Chief Financial Officer of McAfee, Inc., a security software company, until its acquisition by Intel Corporation. From September 1997 until June 2010, Mr. Chadwick served in various executive roles at Cisco Systems, Inc., a multinational technology company, most recently as Senior Vice President, CFO – Global Customer Markets. He currently serves on the board of directors of Cognizant Technology Solutions Corporation, F5 Networks, Inc. and ServiceNow, Inc. He also worked for Coopers & Lybrand in various roles in the U.S. and U.K. Mr. Chadwick is a Chartered Accountant in England and holds a B.Sc. degree in Electrical and Electronic Engineering from the University of Bath, U.K.

We believe Mr. Chadwick is qualified to serve as a member of our board of directors because of his significant financial expertise as a Chief Financial Officer and service on the boards of directors of various public companies.

Asheem Chandna has served as a member of our board of directors since April 2008. Mr. Chandna has served as a Partner at Greylock Partners, a venture capital firm, since September 2003. From April 1996 to December 2002, Mr. Chandna served as Vice President, Business Development and Product Management at Check Point Software Technologies Inc., a provider of IT security solutions. He currently serves on the board of directors of Palo Alto Networks, Inc. and a number of privately-held companies. Mr. Chandna previously served on the board of directors of Imperva, Inc. and Sourcefire, Inc. Mr. Chandna holds a B.S. degree in Electrical Engineering and an M.S. degree in Computer Engineering from Case Western Reserve University.

We believe Mr. Chandna is qualified to serve as a member of our board of directors because of his extensive corporate governance, corporate finance and business development expertise gained from his career in the venture capital industry and from his experience serving on the board of directors of several public and privately-held companies.

Dev C. Ittycheria has served as a member of our board of directors since April 2011. Mr. Ittycheria has served as the President, Chief Executive Officer and a director of MongoDB, Inc., an open source software company, since September 2014. From October 2013 to September 2014, he served as a Managing Director at OpenView Venture Partners, a venture capital firm. From February 2012 to June 2013, Mr. Ittycheria served as Venture Partner at Greylock Partners, a venture capital firm. From April 2008 to February 2010, Mr. Ittycheria served as President-Enterprise Management at BMC Software, Inc. which he joined in connection with its acquisition of BladeLogic, Inc., a computer software company, which he co-founded and served as its Chief Executive Officer. Mr. Ittycheria currently serves on the board of directors of athenahealth, Inc. and a privately-held company. Mr. Ittycheria holds a B.S. degree in Electrical Engineering from Rutgers University.

We believe Mr. Ittycheria is qualified to serve as a member of our board of directors because of his experience in building and managing high-growth technology companies, and his service on the board of directors of several public companies.

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Ravi Mhatre has served as a member of our board of directors since April 2008. Mr. Mhatre co-founded Lightspeed Venture Partners, an early-stage technology venture capital firm, and has served as Managing Director since August 1999. He currently serves on the board of directors of Nutanix, Inc. and a number of privately-held companies. Mr. Mhatre holds a B.S. degree in Electrical Engineering and a B.A. degree in Economics from Stanford University and an M.B.A. degree from Stanford University’s Graduate School of Business.

We believe Mr. Mhatre is qualified to serve as a member of our board of directors because of his extensive background in and experience with the venture capital industry, providing guidance and counsel to a wide variety of technology companies and his service on the board of directors of a number of private companies.

Gary M. Reiner has served as a member of our board of directors since November 2016. Since November 2011, Mr. Reiner has served as an Operating Partner at General Atlantic LLC, a private equity firm. From September 2010 to November 2011, Mr. Reiner served as Special Advisor to General Atlantic. From 1996 to September 2010, Mr. Reiner served as Senior Vice President and Chief Information Officer at General Electric Company, a multinational conglomerate corporation. Mr. Reiner previously held other executive positions with General Electric since joining the company in 1991. Mr. Reiner currently serves on the boards of directors of Box, Inc., Citigroup Inc. and Hewlett Packard Enterprise Company. He previously served on the board of directors of Genpact Ltd. and a number of General Atlantic’s privately held portfolio companies. Mr. Reiner holds a B.A. degree in Economics from Harvard University and an M.B.A. degree from Harvard Business School.

We believe that Mr. Reiner is qualified to serve as a member of our board of directors because of his extensive experience and background within the venture capital industry and his participation on numerous boards of both public and private companies.

Charles J. Robel has served as our Lead Independent Director since December 2016, and as a member of our board of directors since May 2014. Mr. Robel has been a private investor since February 2011. From October 2006 to February 2011, he served as Chairman of the board of directors of McAfee until its acquisition by Intel Corporation. From June 2000 to December 2005, he served as General Partner and Chief of Operations at Hummer Winblad Ventures Partners, a venture capital firm. Earlier in his career, Mr. Robel served as a Partner at PricewaterhouseCoopers, LLP. Mr. Robel currently serves on the board of directors of GoDaddy Inc., Jive Software, Inc. and Model N, Inc. He previously served on the board of directors of Autodesk, Inc., DemandTec, Inc., Informatica Corporation and Palo Alto Networks, Inc. Mr. Robel holds a B.S. degree in Accounting from Arizona State University.

We believe Mr. Robel is qualified to serve as a member of our board of directors because of his substantial public company leadership and corporate governance experience as well as his significant financial expertise.

David C. Scott has served as a member of our board of directors since June 2015. From October 2010 until his retirement in March 2015, Mr. Scott served as Senior Vice President and General Manager of Storage at HP Inc., formerly Hewlett-Packard Company. From January 2001 to October 2010, he served as President, Chief Executive Officer and a director of 3PAR Inc., a utility storage solutions provider, acquired by HP Inc. Mr. Scott holds a B.S. degree in Computer Science and Mathematics from Bristol University in the United Kingdom.

We believe Mr. Scott is qualified to serve as a member of our board of directors because of his extensive experience with growing and managing technology companies.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our executive officers, directors and employees, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. Upon the completion of this offering, the full text of our code of business conduct and ethics will be available on our website at www.appdynamics.com. We intend to post any amendment to our code of business conduct and ethics, and any waivers of such code for executive officers and directors, on our website. Information on or that can be accessed through our website is not part of this prospectus.

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Board of Directors

Our business and affairs are managed under the direction of our board of directors. The number of directors will be fixed by our board of directors, subject to the terms of our amended and restated certificate of incorporation and amended and restated bylaws that will become effective immediately prior to the completion of this offering. Our board of directors consists of nine directors, seven of whom qualify as “independent” under The NASDAQ Stock Market listing standards.

In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws, immediately after the completion of this offering our board of directors will be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors will be divided among the three classes as follows:

• the Class I directors will be Messrs. Chandna, Mhatre and Wadhwani, and their terms will expire at the annual meeting of stockholders to be held in 2017;

• the Class II directors will be Messrs. Ittycheria, Reiner and Scott, and their terms will expire at the annual meeting of stockholders to be held in 2018; and

• the Class III directors will be Messrs. Bansal, Chadwick and Robel, and their terms will expire at the annual meeting of stockholders to be held in 2019.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

Director Independence

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his background, employment and affiliations, our board of directors determined that Messrs. Chadwick, Chandna, Ittycheria, Mhatre, Reiner, Robel and Scott do not have 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 applicable rules and regulations of the SEC and the listing requirements and rules of The NASDAQ Stock Market. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships, Related Party and Other Transactions.”

Lead Independent Director

Our board of directors adopted corporate governance guidelines which provide that one of our independent directors should serve as our Lead Independent Director at any time when our Chief Executive Officer serves as the Chairman of our board of directors or if the Chairman is not otherwise independent. Because Jyoti Bansal is our Chairman and is not an “independent” director as defined in the listing standards of the The NASDAQ Stock Market, our board of directors has appointed Charles J. Robel to serve as our Lead Independent Director. As Lead Independent Director, Mr. Robel will preside over periodic meetings of our independent directors, serve as a liaison between our Chairman and our independent directors and perform such additional duties as our board of directors may otherwise determine and delegate.

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Committees of the Board of Directors

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Our audit committee is comprised of Messrs. Chadwick, Robel and Scott, with Mr. Robel serving as chairman. Messrs. Chadwick, Robel and Scott meet the requirements for independence of audit committee members under current listing standards of The NASDAQ Stock Market and SEC rules and regulations. Each member of our audit committee meets the financial literacy requirements of the current listing standards of The NASDAQ Stock Market. In addition, our board of directors has determined that Mr. Robel is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (Securities Act). The responsibilities of our audit committee include, among other things:

• selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

• helping to ensure the independence and performance of the independent registered public accounting firm;

• discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing with management and the independent accountants, our interim and year end operating results;

• establishing and overseeing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• reviewing our policies on risk assessment and risk management;

• reviewing and approving related party transactions;

• obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes such firm’s internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues; and

• pre-approve all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

Our audit committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of The NASDAQ Stock Market.

Compensation Committee

Our compensation committee is comprised of Messrs. Chandna, Ittycheria and Mhatre, with Mr. Mhatre serving as chairman. Messrs. Chandna, Ittycheria and Mhatre meet the requirements for independence of compensation committee members under current listing standards of The NASDAQ Stock Market and SEC rules and regulations. The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers. The responsibilities of our compensation committee include, among other things:

• reviewing, approving and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers, including our CEO;

• administering our stock plans;

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• reviewing and making recommendations to our board of directors regarding incentive compensation and equity plans; and

• reviewing and discussing risks arising from our company’s compensation practices relating to compensation and benefits of our employees and evaluating policies and practices to mitigate such risks.

Our compensation committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of The NASDAQ Stock Market.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is comprised of Messrs. Chandna, Mhatre and Robel, with Mr. Chandna serving as chairman. Messrs. Chandna, Mhatre and Robel meet the requirements for independence of nominating and corporate governance committee members under current listing standards of The NASDAQ Stock Market and SEC rules and regulations. The responsibilities of our nominating and corporate governance committee will include, among other things:

• identifying, evaluating and selecting, or making recommendations to our board of directors regarding nominees for election to our board of directors and its committees;

• evaluating the performance of our board of directors and of individual directors;

• evaluating and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

• reviewing developments in corporate governance practices;

• evaluating the adequacy of our corporate governance practices and reporting; and

• developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

The nominating and corporate governance committee operates under a written charter that satisfies the applicable listing requirements and rules of The NASDAQ Stock Market.

Compensation Committee Interlocks and Insider Participation

A member of our board of directors and our compensation committee, Asheem Chandna, is affiliated with Greylock Partners, which is a beneficial owner of more than 5% of our capital stock. Entities affiliated with Greylock Partners purchased 403,951 shares of our Series E redeemable convertible preferred stock for a total purchase price of $3,999,991.48 in July 2014 and 72,946 shares of our Series F redeemable convertible preferred stock for a total purchase price of $1,000,001.40 in October 2015.

A member of our board of directors and our compensation committee, Ravi Mhatre, is affiliated with Lightspeed Venture Partners VII, L.P. (Lightspeed Venture Partners), which is a beneficial owner of more than 5% of our capital stock. Lightspeed Venture Partners purchased 403,951 shares of our Series E convertible redeemable preferred stock for a total purchase price of $3,999,991.48 in July 2014 and 72,946 shares of our Series F redeemable convertible preferred stock for a total purchase price of $1,000,001.40 in October 2015.

Non-Employee Director Compensation

Prior to this offering, we had not implemented a formal policy with respect to compensation payable to our non-employee directors for service as directors. In the fiscal year ended January 31, 2016, our non-employee directors did not receive any cash compensation for their service on our board of directors or committees of our board of

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directors. During the fiscal year ended January 31, 2016, two of our directors, David Wadhwani, our President and Chief Executive Officer, and Jyoti Bansal, our Founder and Chairman, were our employees. Each of Messrs. Wadhwani’s and Bansal’s compensation is discussed in the section titled “Executive Compensation.”

We adopted a new compensation policy for our non-employee directors that will be effective as of the date of the effectiveness of the registration statement of which this prospectus forms a part, with all annual equity award grants under the policy to begin following the first annual meeting of our stockholders following the effective date of the policy, unless otherwise determined by our compensation committee. Only non-employee directors who are also independent within the meaning of the corporate governance rules of The NASDAQ Stock Market will be eligible to receive compensation as a non-employee director under the policy.

The policy does not provide for any cash compensation for service on our board of directors or its committees or any per-meeting attendance fees for attending meetings of our board of directors or its committees.

Subject to any limits in the equity plan under which the award is granted, each person who first becomes a non-employee director will receive an initial award of RSUs on the date of his or her appointment to our board of directors, with such award covering a number of shares of our common stock having a value equal to $400,000, rounded down to the nearest whole share. However, if an individual was a member of our board of directors and also an employee, he or she will not receive such an award if he or she becomes a non-employee director due to termination of his or her employment. Each non-employee director’s initial award will vest in equal installments on each of the 12 quarterly vesting dates beginning with the first quarterly vesting date on or after the commencement of the non-employee director’s service as a non-employee director, subject to the non-employee director’s continued service with us through each such date.

Subject to any limits in the non-employee director compensation policy and the equity plan under which the award is granted, on the date of each annual meeting of our stockholders, each continuing non-employee director will receive annual award(s) of RSUs covering a number of shares of our common stock having the applicable value listed below, rounded down to the nearest whole share, for their service as a non-employee director, as the non-employee director who serves as the Lead Independent Director (if any), and/or as chair or member of a committee of our board of directors, as applicable.

• each non-employee director will receive an annual award of $230,000;

• the non-employee director who serves as the lead independent director (if any) will receive an annual award of $20,000;

• the chair of our audit committee will receive an annual award of $20,000, and other members of our audit committee will receive an annual award of $10,000;

• the chair of our compensation committee will receive an annual award of $12,000, and other members of our compensation committee will receive an annual award of $6,000; and

• the chair of our nominating and corporate governance committee will receive an annual award of $8,000, and other members of our nominating and corporate governance committee will receive an annual award of $4,000.

If, as of the date of an annual meeting of stockholders, a non-employee director has served as a member of the board of directors for less than six months, each annual award such non-employee director otherwise is eligible to receive under the non-employee director compensation policy will be 50% of the award value specified above.

Each annual award will vest in equal installments on each of the four quarterly vesting dates after the grant date (with the fourth installment vesting on the date of the annual meeting of our stockholders following the grant date if prior to the fourth quarterly vesting date), subject to the applicable non-employee director’s continued service with us through each such date.

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The awards granted to non-employee directors under the policy will fully vest immediately prior to a “change in control” as defined in our 2017 Equity Incentive Plan (or, for any awards granted under another equity plan, immediately prior to any similar transaction that is defined in such equity plan).

The following table provides information regarding the total compensation that was awarded to each of our directors who was not serving as an executive officer during our fiscal year ended January 31, 2016. Messrs. Chadwick and Reiner were not directors during fiscal 2016.

Name	Stock Awards ($)(1)		Total ($)
Asheem Chandna		—		—
Dev C. Ittycheria(2)		1,346,800		1,346,800
Ravi Mhatre		—		—
Charles J. Robel(3)		—		—
David C. Scott(4)		567,503		567,503
Robert Swan(5)		—		—

(1) The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of the restricted stock units (RSUs) awarded to our non-employee directors as computed in accordance with FASB ASC Topic 718. The assumptions that we used to calculate these amounts are discussed in Note 8 to our financial statements included at the end of this prospectus. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2) As of January 31, 2016, Mr. Ittycheria had 140,000 RSUs which vest based on the satisfaction of both a time-based vesting condition and a performance-based vesting condition. The time-based vesting condition is satisfied in 48 equal monthly installments beginning on May 1, 2015. The performance-based vesting condition is satisfied upon the first to occur of our “change in control” (as defined in the 2008 Plan) or the first date that Mr. Ittycheria would be permitted to sell our securities following the completion of this offering. Vesting is conditioned on Mr. Ittycheria’s continued service to us through the applicable vesting date. 100% of the RSUs will vest on a “change in control.”

(3) As of January 31, 2016, Mr. Robel had an option to purchase a total of 211,847 shares of our common stock. Shares subject to the option vest in 48 equal monthly installments beginning on June 30, 2014 subject to continued service to us through each date. 100% of the shares will vest on a “change in control” (as defined in the 2008 Plan).

(4) As of January 31, 2016, Mr. Scott had 53,137 RSUs which vest based on the satisfaction of both a time-based vesting condition and a performance-based vesting condition. The time-based vesting condition is satisfied in four equal quarterly installments beginning on September 10, 2015. The performance-based vesting condition is satisfied upon the first to occur of our “change in control” (as defined in the 2008 Stock Plan (2008 Plan)) or the first date following the expiration of all lock-up and blackout periods following this offering. Vesting is conditioned on Mr. Scott’s continued service to us through the applicable vesting date. 100% of the RSUs will vest on a “change in control.”

(5) Mr. Swan resigned from our board of directors in October 2016.

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EXECUTIVE COMPENSATION

2016 Summary Compensation Table

The following table and narrative summarizes and explains the compensation that we paid to, or that was earned by each person who served as our principal executive officer and each of the named executive officers determined under Item 402(m)(2) of Regulation S-K during our fiscal year ended January 31, 2016. We refer to these executive officers in this prospectus as our named executive officers.

Name and Principal Position	Year		Salary($)			Stock Awards($)(1)		Non-Equity Incentive Plan Compensation($)			All Other Compensation($)(2)		Total($)
David Wadhwani		2016		170,513	(3)		—		19,430,171	(4)(5)		173		19,600,857
President and Chief Executive Officer
Jyoti Bansal		2016		250,000			—		217,410	(4)		529		467,939
Founder and Chairman and former President, Chief Executive Officer and Chief Strategist(6)
Randy S. Gottfried		2016		276,394			—		107,256	(4)		529		384,179
Chief Financial Officer
Joseph E. Sexton		2016		300,000			7,770,000		289,880	(4)		529		8,360,409
Former President of Worldwide Field Operations(7)

(1) The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of the restricted stock units (RSUs) awarded to our named executive officers as computed in accordance with FASB ASC Topic 718. The assumptions that we used to calculate these amounts are discussed in Note 8 to our financial statements included at the end of this prospectus. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2) The amount represents payments made on behalf of the named executive officers for basic life insurance.

(3) Mr. Wadhwani joined us as our President and Chief Executive Officer in September 2015 and received a prorated base salary based on his annual base salary of $500,000.

(4) The amount represents payment earned under our 2016 Annual Incentive Plan (2016 Bonus Plan) as discussed under the section titled “Executive Compensation—Non-Equity Incentive Plan Compensation,” and for Mr. Wadhwani, a prorated amount of $184,650 based on his annual target bonus amount of $500,000.

(5) For Mr. Wadhwani, $19,245,521 of this amount represents a cash bonus that he was granted under the terms of his offer letter following the completion of the Company’s Series F redeemable convertible preferred stock financing. This bonus was paid in four, equal quarterly installments during the first year of his employment with us pursuant to the terms of his offer letter.

(6) Mr. Bansal served as our President and Chief Executive Officer until September 2015 and as our Chief Strategist until August 2016.

(7) Mr. Sexton served as our President of Worldwide Field Operations until he transitioned into an advisory role effective as of July 31, 2016.

Non-Equity Incentive Plan Compensation

Messrs. Wadhwani, Bansal, Gottfried and Sexton each received annual performance-based bonuses under our 2016 Bonus Plan following the end of fiscal 2016. Under the 2016 Bonus Plan, bonuses were payable based on our achievements against annual bookings and annual revenue targets established by our board of directors for fiscal 2016, weighted equally. For each performance metric, we had to achieve at least 90% of the target amount under the 2016 Bonus Plan to fund the bonus pool with respect to that performance metric. If a performance metric under the 2016 Bonus Plan was achieved at greater than 90% of the target amount for fiscal 2016, the funding of the bonus pool with respect to that performance metric increased on a straight line basis up to a maximum of 115% of the target amount. Following the end of our fiscal 2016, our compensation committee reviewed our achievements against the annual bookings and annual revenue targets and determined that we

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achieved 115% of our annual bookings target and 102.4% of our annual revenue target. The annual bonus payments for each of these named executive officers were calculated based on these determinations, and for Mr. Wadhwani, pro-rated based on his time of employment with us during fiscal 2016. The aggregate amount of bonus payments made to these named executive officers for fiscal 2016 is set forth in the “Non-Equity Incentive Plan Compensation” column of the 2016 Summary Compensation Table above.

Executive Employment Arrangements

David Wadhwani

On December 23, 2016, we entered into a confirmatory employment letter with David Wadhwani, our President and Chief Executive Officer. The confirmatory employment letter has no specific term and provides that Mr. Wadhwani is an at-will employee. Mr. Wadhwani’s current annual base salary is $375,000, reduced from $500,000 at his request, and he is eligible for an annual target cash incentive payment equal to 100% of his current annual base salary.

If Mr. Wadhwani’s employment is terminated by us other than for “cause” (as defined in the offer letter), Mr. Wadhwani will be entitled to the following, subject to the execution and effectiveness of a standard release of claims in substantially the form attached to the offer letter:

• a payment equal to 12 months of Mr. Wadhwani’s annual base salary in effect immediately prior to the termination of employment and any bonus amounts earned but not yet paid through the date of termination of employment (the cash severance);

• payment of reasonable COBRA health insurance premiums for 12 months immediately following the date of termination of employment (the COBRA severance); and

• accelerated vesting of any time-based restricted unit awards that would have vested by the date that is six months following the date of termination of employment.

If a “change in control” occurs (as defined in the offer letter) and Mr. Wadhwani’s employment either is terminated by us other than for “cause” or Mr. Wadhwani resigns in a “constructive termination” (as defined in the offer letter) within 18 months after and 3 months before a change in control, then Mr. Wadhwani is entitled to the following, subject to the execution and effectiveness of a standard release of claims in substantially the form attached to the offer letter:

• the cash severance;

• the COBRA severance;

• the payment of an amount equal to 100% of Mr. Wadhwani’s target bonus; and

• accelerated vesting of all equity awards described in the offer letter (except that the portion of any performance-based restricted stock units that vests only upon an acquisition of a certain dollar threshold will not accelerate in a transaction less than that size and instead will be forfeited).

If any payments or benefits to Mr. Wadhwani would result in an “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (the Code), such payments and benefits will either (i) be delivered in full or (ii) reduced so as not to incur the excise tax under Code Section 4999, whichever of the amounts would make Mr. Wadhwani’s after-tax amount the greatest.

Jyoti Bansal

On December 10, 2014, we entered into an offer letter with Jyoti Bansal, our Founder, to serve as our Executive Chairman and Chief Strategist. Mr. Bansal resigned from his employment with us in August 2016, and the terms of his offer letter relating to his employment no longer apply. Mr. Bansal continues to serve on our board of directors as our Chairman. Mr. Bansal’s offer letter did not provide for a specific term and constituted at-will employment.

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Mr. Bansal’s offer letter provided him with an annual base salary of $250,000, and an annual target cash bonus of $200,000, which was payable based upon the achievement of mutually agreed upon performance objectives and revenue targets established by Mr. Bansal and our board of directors. As of the resignation of his employment in August 2016, Mr. Bansal was no longer eligible to receive any further base salary payments or cash bonuses.

Randy S. Gottfried

On December 19, 2016, we entered into a confirmatory employment letter with Randy S. Gottfried, our Chief Financial Officer. The confirmatory employment letter has no specific term and provides that Mr. Gottfried is an at-will employee. Mr. Gottfried’s current annual base salary is $300,000 and he is eligible for an annual target cash incentive payment equal to 40% of his annual base salary.

Joseph E. Sexton

On October 30, 2012, we entered into an offer letter with Joseph E. Sexton, our former President, Worldwide Field Operations. The offer letter did not provide for a specific term and constituted at-will employment. On July 31, 2016, we entered into a transition, separation and general release agreement (the Transition Agreement) with Mr. Sexton, which amended his offer letter. Mr. Sexton’s 2016 annual base salary is $300,000, and he is eligible to receive an annual bonus of up to 100% of his base salary. Under the Transition Agreement, he is only entitled to receive a bonus for the first two quarters of fiscal 2017. Except as otherwise modified by his Transition Agreement, Mr. Sexton’s offer letter provides that if Mr. Sexton’s employment is either involuntarily terminated by us without cause (as defined in the offer letter) or terminated by him as a constructive termination (as defined in the offer letter), (i) Mr. Sexton will be entitled to an amount equal to six months base salary, subject to him executing and not revoking a release of claims, and (ii) in either case, within three months prior to or 12 months following a change in control (as defined in the offer letter), Mr. Sexton will be entitled to (1) an amount equal to 12 months base salary and any earned, but unpaid, bonus amounts as of the date of such termination, and (2) accelerated vesting of 100% of the unvested equity grants under the offer letter, subject to him executing and not revoking a release of claims with us. For more information regarding Mr. Sexton’s Transition Agreement, please see the section titled “Certain Relationships and Related Party Transactions—Transition, Separation and General Release Agreement” below.

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding outstanding equity awards held by our named executive officers as of January 31, 2016.

	Option Awards											Stock Awards
Name	Grant Date		Number of Shares of Stock That Have Not Vested					Option Exercise Price($)		Option Expiration Date		Number of Unearned Shares, Units, or Other Rights That Have Not Vested(#)			Market Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(1)
			Exercisable (#)			Unexercisable (#)
David Wadhwani		—		—			—		—		—		—			—
Jyoti Bansal		—		—			—		—		—		2,912,892	(2)		37,081,115
		—		—			—		—		—		1,362,499	(3)		17,344,612
Randy S. Gottfried		1/30/2015		200,000	(4)(5)		600,000		5.91		1/30/2025		—			—
				—			—		—		—		248,710	(5)(6)		3,166,078
Joseph E. Sexton		12/7/2012		1,501,744	(7)		—		0.48		12/6/2022		—			—
				—			—		—		—		600,000	(8)		7,638,000

(1) This amount reflects the fair market value of our common stock of $12.73 per share as of January 31, 2016 multiplied by the amount shown in the column for the Number of Unearned Shares, Units or Other Rights That Have Not Vested.

(2) The shares were acquired pursuant to an early exercise provision subject to our repurchase right in accordance with the vesting schedule of the options. The shares subject to the option vest as follows subject to continued service to us

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through each applicable vesting date: 62.5% vest in 48 monthly installments beginning on February 1, 2014; 12.5% vest immediately prior to the closing of this offering; 12.5% vest on the date our average market capitalization for the trailing 90 trading days including the trading day prior to the day of the calculation (the “market capitalization”) is at least $2,000,000,000; provided that we have been a publicly-traded company for at least nine calendar months since this offering; 12.5% shall vest on the date as of which our market capitalization is at least $4,000,000,000; provided, that we have been a publicly-traded company for at least nine calendar months since the closing of this offering. The shares were subject to vesting acceleration if Mr. Bansal’s employment was involuntarily terminated under certain circumstances. Mr. Bansal forfeited these vesting acceleration rights upon his resignation of employment in August 2016.

(3) The shares underlying the RSUs vest ratably over 34 months beginning on February 19, 2016, subject to continued service as a full-time employee to us. The issuance of the underlying shares for vested RSUs shall be delayed until the earlier of the date of a change in control and June 30, 2017. Mr. Bansal forfeited his unvested RSUs upon his resignation of employment in August 2016.

(4) One-fourth of the shares subject to the option vested on January 20, 2016 and 1/48^th of the shares vest monthly thereafter, subject to continued service to us through each applicable vesting date.

(5) Subject to Mr. Gottfried’s execution and non-revocation of a standard release of claims in favor of us, upon consummation of a “change in control” (as defined in the 2008 Stock Plan (2008 Plan)) then 50% of the total shares subject to the award shall vest.

(6) The RSUs vest based on the satisfaction of both a time-based vesting condition and a performance-based vesting condition. The time-based vesting condition is satisfied as to one-fourth of the shares on January 20, 2016 and as to 1/48th of the shares monthly thereafter. The performance-based vesting condition is satisfied upon the first to occur of our “change in control” (as defined in the 2008 Plan) or the first date Mr. Gottfried would be permitted to sell our securities following the completion of this offering. Vesting is conditioned on Mr. Gottfried’s continued service to us through the applicable vesting date. However, in the event (i) Mr. Gottfried ceases to be in service to use either as a result of his death or “disability” (as defined in the 2008 Plan) or (ii) subject to his execution and non-revocation of a standard release of claims in favor of us, or if Mr. Gottfried’s employment is terminated by the Company without “cause” (as defined in his award agreement) prior to the occurrence of the performance-based vesting condition set out in the preceding sentence, the performance-based vesting condition will be waived.

(7) The option is subject to an early exercise provision and is immediately exercisable. The remaining 608,952 unvested shares vest in 11 equal monthly installments beginning on February 3, 2016, subject to continued service to us. This option is subject to vesting acceleration if Mr. Sexton’s employment is involuntary terminated under certain circumstances. For more information, please see the section titled “Executive Employment Arrangements—Joseph E. Sexton.”

(8) Of the reported RSUs, 500,000 shares underlying the RSUs vest based on the satisfaction of both a time-based vesting condition and a performance-based vesting condition. The time-based vesting condition is satisfied as to one-fourth of the shares on September 15, 2016 and as to one-twelfth of the remaining shares quarterly thereafter. The performance-based vesting condition is satisfied upon the first to occur of our “change in control” (as defined in the 2008 Plan) or the first date following the expiration of all lock-up and blackout periods following this offering. An additional 100,000 shares underlying the RSUs vest based on the satisfaction of both a financial-based vesting condition and a performance-based vesting condition. The financial-based vesting condition is based on the Company’s achievement of certain targets in fiscal 2018 and vest, if at all, subject to confirmation and approval by our compensation committee. The performance-based vesting condition is satisfied upon the first to occur of our “change in control” (as defined in the 2008 Plan) or the first date following the expiration of all lock-up and blackout periods following this offering. Vesting is conditioned on Mr. Sexton’s continued service to us through the applicable vesting date. The Transition Agreement modifies the vesting with respect to this award. For more information regarding Mr. Sexton’s Transition Agreement, please see the section titled “Certain Relationships and Related Party Transactions—Transition, Separation and General Release Agreement” below.

Change in Control and Severance Policy

Our compensation committee approved the following change of control and severance benefits for our current executive officers (including Mr. Gottfried) and other key employees (collectively, participants), other than our Chief Executive Officer, David Wadhwani, whose change of control and severance benefits will be set forth in his offer letter described above, pursuant to a Change in Control and Severance Policy (the Severance Policy).

The Severance Policy provides that if we terminate a participant’s employment outside of the period beginning three months prior to and ending 18 months after a “change in control” (as defined in the Severance Policy) (such

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period, the “change in control period”) other than for “cause” (as generally defined in the Severance Policy), death or disability, the participant will receive the following:

• a lump-sum payment equal to 12 months’ base salary; and

• payment of COBRA continuation coverage premiums for up to 12 months (or taxable payments in lieu of such payments).

The Severance Policy provides that if a participant’s employment is terminated during the change in control period either by us other than for cause, death or disability or by the participant due to a “constructive termination” (as generally defined in the Severance Policy), the participant will receive the following:

• a lump-sum payment equal to 12 months’ base salary;

• pro-rata bonus for the year of termination based on actual performance plus 100% of the participant’s target bonus for the year of termination;

• 100% acceleration of unvested equity awards, with performance awards vesting at 100% of target levels; and

• payment of COBRA continuation coverage premiums for up to 12 months (or taxable payments in lieu of such payments).

The Severance Policy provides that if we discover after a participant’s receipt of payments or benefits under the Severance Policy that grounds for the termination of the participant’s employment for cause existed, then the participant will not receive any further payments or benefits under the Severance Policy and, to the extent permitted under applicable laws, will be required to repay to us any payments or benefits he or she received under the Severance Policy (or any financial gain derived from such payments or benefits).

In addition, the Severance Policy provides that if any payments or benefits received by a participant under the Severance Policy or otherwise would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the Code) and be subject to excise taxes imposed by Section 4999 of the Code, such amount will either be delivered in full or reduced so as not to be subject to excise taxation, whichever amount is higher. The Severance Policy does not require us to provide any tax gross-ups.

To receive the severance described above, the participant must sign and not revoke our standard separation agreement and release of claims within the time frame that is set forth in the Severance Policy. The Severance Policy does not supersede or replace certain provisions in a participant’s offer letter or equity award agreement that provide for accelerated vesting upon certain terminations of employment.

Employee Benefits and Stock Plans

2017 Equity Incentive Plan

Our board of directors is expected to adopt, and we expect our stockholders to approve, our 2017 Plan, prior to the completion of this offering. Subject to the board of directors’ and stockholders’ approval, the 2017 Plan will be effective one business day prior to the effectiveness of the registration statement of which this prospectus forms a part and is not expected to be used until after the completion of this offering. Our 2017 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Code, to our employees and any of our parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to our employees, directors and consultants, and our parent and subsidiary corporations’ employees and consultants.

Authorized Shares. A total of             shares of our common stock are reserved for issuance pursuant to the 2017 Plan. In addition, the shares reserved for issuance under our 2017 Plan also include shares returned to our 2008

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Plan as the result of expiration or termination of awards and shares previously issued pursuant to our 2008 Plan that are forfeited or repurchased by us due to the failure to vest or tendered to or withheld by us for the payment of an award’s exercise price or for tax withholding (provided that the maximum number of shares that may be added to our 2017 Plan pursuant to this provision is              shares). The number of shares available for issuance under our 2017 Plan also includes an annual increase on the first day of each fiscal year beginning in 2019, equal to the least of:

•              shares;

•              % of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year; or

• such other lower amount as the administrator may determine.

Plan Administration. Our compensation committee administers our 2017 Plan. In the case of awards intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the committee will consist of two or more “outside directors” within the meaning of Section 162(m). The administrator has the power to administer our 2017 Plan, including but not limited to, the power to interpret the terms of our 2017 Plan and awards granted under it, to create, amend, and revoke rules relating to our 2017 Plan, including creating sub-plans, and to determine the terms of the awards, including the exercise price, the number of shares subject to each such award, the exercisability of the awards, and the form of consideration, if any, payable upon exercise. The administrator also has the authority to amend existing awards, to allow participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the administrator, and to institute an exchange program by which outstanding awards may be surrendered in exchange for awards of the same type which may have a higher or lower exercise price or different terms, awards of a different type, and/or cash.

Stock Options. Stock options may be granted under our 2017 Plan. The exercise price of options granted under our 2017 Plan must at least be equal to the fair market value of our common stock on the date of grant. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. Subject to the provisions of our 2017 Plan, the administrator will determine the methods of payment of the exercise price of an option, which may include, to the extent permitted by applicable law, cash, shares, or other property acceptable to the administrator, as well as other types of consideration.

After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her award agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for three months following the termination of service. However, in no event may an option be exercised later than the expiration of its term, except in certain circumstances where the exercise period is extended due to the exercise of the option being prevented by applicable laws prior to the occurrence of a “liquidity event” (as defined therein) or upon a change in control.

Restricted Stock. Restricted stock may be granted under our 2017 Plan. Restricted stock awards are grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted and may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us). The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting rights but not dividend rights with respect to unvested shares of restricted stock, unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Restricted Stock Units. RSUs may be granted under our 2017 Plan. RSUs are book entry positions representing an amount equal to the fair market value of one share of our common stock. The administrator will determine the

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terms and conditions of RSUs, including the number of units granted, the vesting criteria (which may include accomplishing specified performance criteria or continued service to us), and the form and timing of payment. The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed.

Stock Appreciation Rights. Stock appreciation rights may be granted under our 2017 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. Subject to the provisions of our 2017 Plan, the administrator will determine the terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of our common stock, or a combination thereof. After the termination of service of an employee, director or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her award agreement. Generally, stock appreciation rights will be subject to the same post-termination exercise restrictions as options as described above.

Performance Units, Performance Shares, and Performance Awards. Performance units, performance shares, and performance awards may be granted under our 2017 Plan. Performance units, performance shares, and performance awards are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will establish organizational or individual performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units, performance shares, and performance awards to be paid out to participants. After the grant of a performance unit, performance share, or performance award, the administrator, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance unit, performance share, or performance award. Performance units will have an initial dollar value established by the administrator on or prior to the grant date. Performance shares will have an initial value equal to the fair market value of our common stock on the grant date. Performance awards will have threshold, target, and maximum payout values established by the administrator on or prior to the grant date. The administrator, in its sole discretion, may pay earned performance units, performance shares, or performance awards in the form of cash, shares, or some combination thereof.

Non-Employee Directors. Our 2017 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options) under the 2017 Plan. In order to provide an annual maximum limit on the awards that can be made to our non-employee directors, our 2017 Plan provides that in any given year a non-employee director will not receive cash compensation and awards having a total value (determined under GAAP with respect to awards) greater than $            , increased to $             in connection with his or her initial service as a non-employee director. The maximum limits do not reflect the intended size of any potential grants or a commitment to make grants to our non-employee directors under our 2017 Plan in the future. Please see the description of our non-employee director compensation above under “Management—Non-Employee Director Compensation.”

Non-Transferability of Awards. Unless the administrator provides otherwise, our 2017 Plan generally does not allow for the transfer of awards, and only the recipient of an award may exercise an award during his or her lifetime.

Certain Adjustments. In the event of certain changes in our capitalization as set forth in our 2017 Plan, to prevent diminution or enlargement of the benefits or potential benefits available under our 2017 Plan, the administrator will adjust the number and class of shares that may be delivered under our 2017 Plan and/or the number, class and price of shares covered by each outstanding award, and the numerical share limits set forth in our 2017 Plan in such a manner as it deems equitable.

Dissolution or Liquidation. In the event of our proposed liquidation or dissolution, the administrator will notify participants that all awards will terminate immediately prior to the consummation of such proposed transaction.

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Merger or Change in Control. Our 2017 Plan provides that in the event of a merger or change in control, as defined under our 2017 Plan, each outstanding award will be treated as the administrator determines, except that if a successor corporation or its parent or subsidiary does not continue any outstanding award in accordance with the terms of our 2017 Plan, then such award will fully vest, all restrictions on such award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels, and such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time. With respect to awards granted to an outside director that are continued under the terms of our 2017 Plan, if the service of that outside director is terminated on or following a change in control, other than pursuant to a voluntary resignation, his or her stock options, and stock appreciation rights, if any, will vest fully and become immediately exercisable, all restrictions on his or her RSUs, restricted stock and other outstanding awards will lapse and all performance goals or other vesting requirements for his or her performance shares, awards and units will be deemed achieved at 100% of target levels, and all other terms and conditions met.

Forfeiture and Clawback. All awards granted under our 2017 Plan are subject to recoupment under any clawback policy that we are required to adopt under applicable law. In addition, the administrator may provide in an award agreement that the recipient’s rights, payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events. In the event of any accounting restatement, the recipient of an award will be required to repay a portion of the proceeds received in connection with the settlement of an award earned or accrued under certain circumstances.

Amendment; Termination. Our ability to grant incentive stock options under the 2017 Plan and the automatic increase in shares under the 2017 will expire in 2027. The 2017 Plan will not expire until terminated by the administrator, which has the authority to amend, suspend, or terminate our 2017 Plan, provided such action does not materially impair the existing rights of any participant, subject to certain exceptions in accordance with the terms of our 2017 Plan.

2008 Stock Plan

Our board of directors adopted and our stockholders approved our 2008 Plan in April 2008, as most recently amended in October 2016. The 2008 Plan will terminate as of one business day prior to the effectiveness of the registration statement of which this prospectus forms a part, and we will not grant any additional awards under the 2008 Plan following its termination. However, the 2008 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. As of October 31, 2016, options to purchase 14,027,005 shares of our common stock and 21,638,623 shares of our common stock issuable upon the vesting of RSUs remained outstanding under our 2008 Plan. Awards granted under the 2008 Plan are subject to terms generally similar to those described above with respect to options, restricted stock and RSUs granted under the 2017 Plan. Our 2008 Plan provides that, in the event of a merger or change in control, each award will be treated as the administrator determines, including that the successor corporation or its parent or subsidiary will assume or substitute an equivalent award for each outstanding award. The administrator will not be required to treat all awards similarly. If there is no assumption or substitution of outstanding awards, the awards will fully vest, all restrictions will lapse, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and the awards will become fully exercisable. Unless the administrator provides otherwise, our 2008 Plan generally will not allow for the transfer of awards, and only the recipient of an award may exercise an award during his or her lifetime.

2017 Employee Stock Purchase Plan

Our board of directors is expected to adopt, and we expect our stockholders to approve, our 2017 Employee Stock Purchase Plan (ESPP) prior to the completion of this offering. Subject to stockholder approval, the ESPP was effective on the date it was adopted by our board of directors. We believe that allowing our employees to participate in the ESPP provides them with a further incentive towards ensuring our success and accomplishing our corporate goals.

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Authorized Shares. A total of              shares of our common stock are available for sale under the ESPP. In addition, our ESPP provides for annual increases in the number of shares available for issuance under the ESPP on the first day of each fiscal year beginning in fiscal year 2019, equal to the least of:

•              shares;

•             % of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year; or

• such amount as determined by the administrator.

Plan Administration. Our compensation committee administers the ESPP, and has full and exclusive authority to interpret the terms of the plan and determine eligibility to participate, subject to the conditions of the plan as described below.

Eligibility. Generally, we expect that the ESPP will provide that all of our employees are eligible to participate if they are employed by us, or any designated subsidiary or affiliate, for at least 20 hours per week and more than five months in any calendar year. However, an employee may not be granted rights to purchase stock under the ESPP if such employee:

• immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock; or

• hold rights to purchase stock under all of our employee stock purchase plans that accrue at a rate that exceeds $25,000 worth of stock for each calendar year.

Offering Periods; Purchase Periods. Our ESPP includes a component that allows us to make offerings intended to qualify under Section 423 of the Code and a component that allows us to make offerings not intended to qualify under Section 423 of the Code to designated companies, as described in our ESPP. Our ESPP provides for consecutive, overlapping     - month offering periods. The offering periods are scheduled to start on the first trading day on or after              and              of each year, except for the first offering period, which will commence on the effective date of the registration statement of which this prospectus forms a part and will end on the first trading day on or after             , and the second offering period, which will commence on the first trading day on or after             . Each offering period will include purchase periods, which will commence on              and              end on              and             ; provided, however, that the first exercise date under the ESPP will be the first trading day on or after              .

Contributions. Our ESPP will permit participants to purchase shares of our common stock through payroll deductions of up to 15% of their eligible compensation.

Exercise of Purchase Right. Amounts deducted and accumulated by the participant will be used to purchase shares of our common stock at the end of each purchase period. The purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the exercise date. If the fair market value of our common stock on the exercise date is less than the fair market value on the first trading day of the offering period, participants will be withdrawn from the current offering period following their purchase of shares of our common stock on the purchase date and will be automatically re-enrolled in a new offering period. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of our common stock. Participation ends automatically upon termination of employment with us. A participant will be able to purchase a maximum of              shares of our common stock during a purchase period.

Non-Transferability. A participant may not transfer rights granted under the ESPP. If the compensation committee permits the transfer of rights, it may only be done by will, the laws of descent and distribution, or as otherwise provided under the ESPP.

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Certain Adjustments. In the event of certain changes in our capitalization as set forth in our ESPP, to prevent diminution or enlargement of the benefits or potential benefits available under our ESPP, the administrator will adjust the number and class of shares that may be delivered under our ESPP and/or the number, class and price of shares covered by each outstanding award, and the numerical share limits set forth in our ESPP.

Dissolution or Liquidation. In the event of our proposed liquidation or dissolution, the offering period then in progress will be shortened, and a new exercise date occurring before the date of the proposed dissolution or liquidation, unless otherwise provided by the administrator. The administrator will notify each participant that the exercise date has been changed and that the participant’s option will be exercised automatically on the new exercise date unless prior to such date the participant has withdrawn from the offering period.

Merger or Change in Control. In the event of our merger or change in control, as defined under the ESPP, a successor corporation may assume or substitute each outstanding purchase right. If the successor corporation refuses to assume or substitute for the outstanding purchase right, the offering period then in progress will be shortened, and a new exercise date will be set. The administrator will notify each participant that the exercise date has been changed and that the participant’s option will be exercised automatically on the new exercise date unless prior to such date the participant has withdrawn from the offering period.

Amendment; Termination. Our ESPP will automatically terminate in 2037, unless we terminate it sooner. The administrator will have the authority to amend, suspend, or terminate our ESPP, subject to certain exceptions described in our ESPP.

Executive Incentive Compensation Plan

Our compensation committee has adopted an Executive Incentive Compensation Plan, which we refer to as our Bonus Plan. Our Bonus Plan will allow our compensation committee to provide cash incentive awards to selected employees, including certain of our named executive officers, based upon performance goals established by our compensation committee. Pursuant to the Bonus Plan, our compensation committee, in its sole discretion, will establish a target award for each participant and a bonus pool, with actual awards payable from such bonus pool, with respect to the applicable performance period.

Under the Bonus Plan, our compensation committee, in its sole discretion, will determine the performance goals applicable to awards, which goals may include, without limitation: attainment of research and development milestones, bookings, business divestitures and acquisitions, cash flow, cash position, contract awards or backlog, customer renewals, customer retention rates from an acquired company, subsidiary, business unit or division, earnings (which may include earnings before interest and taxes, earnings before taxes, and net taxes), earnings per share, expenses, gross margin, growth in stockholder value relative to the moving average of the S&P 500 Index or another index, internal rate of return, market share, net income, net profit, net sales, new product development, new product invention or innovation, number of customers, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, retained earnings, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder return, working capital, unadjusted or adjusted actual contract value, unadjusted or adjusted total contractual value, and individual objectives such as peer reviews or other subjective or objective criteria. As determined by our compensation committee, performance goals that include our financial results may be determined in accordance with GAAP, or such financial results may consist of non-GAAP financial measures and any actual results may be adjusted by our compensation committee for one-time items or unbudgeted or unexpected items and/or payments when determining whether the performance goals have been met. The goals may be on the basis of any factors our compensation committee determines relevant, and may be on an individual, divisional, business unit, segment, or company-wide basis. The performance goals may differ from participant to participant and from award to award.

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Our compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant’s target award, in our compensation committee’s discretion. Our compensation committee may determine the amount of any reduction on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.

Actual awards are paid in cash (or its equivalent) in a single lump sum as soon as practicable after the end of the performance period during which they are earned and after they are approved by our compensation committee, but in no event later than the later of March 15 of the following calendar year or the 15th day of the third month of the following fiscal year. Unless otherwise determined by our compensation committee, to earn an actual award, a participant must be employed by us (or an affiliate of ours) through the date the award is paid.

Our board of directors or our compensation committee, in their sole discretion, may alter, suspend, or terminate the Bonus Plan, provided such action does not, without the consent of the participant, alter or impair the rights or obligations under any award already earned by such participant.

401(k) Plan

We maintain a tax-qualified 401(k) retirement plan for all U.S. employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. Under our 401(k) plan, employees may elect to defer up to all eligible compensation, subject to applicable annual Internal Revenue Code limits. We do not match any contributions made by our employees, including executives, but have the discretion to do so. We intend for our 401(k) plan to qualify under Section 401(a) and 501(a) of the Code so that contributions by employees to our 401(k) plan, and income earned on those contributions, are not taxable to employees until withdrawn from our 401(k) plan.

Limitation on Liability and Indemnification Matters

Our amended and restated certificate of incorporation and amended and restated bylaws, each to be effective upon the completion of this offering, will provide that we will indemnify our directors and officers and may indemnify our employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law, which prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:

• any breach of the director’s duty of loyalty to us or to our stockholders;

• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

• unlawful payment of dividends or unlawful stock repurchases or redemptions; and

• any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our amended and restated bylaws, we will also be empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we plan to enter into indemnification agreements with each of our current directors, officers

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and some employees before the completion of this offering. These agreements will provide indemnification for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent, or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by, or in the right of, our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance. In addition, certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as we may provide indemnification for liabilities arising under the Securities Act of 1933, as amended (Securities Act), to our directors, executive officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have 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. There is no pending litigation or proceeding naming any of our directors or executive officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, discussed in the sections titled “Management” and “Executive Compensation” and the registration rights described in the section titled “Description of Capital Stock—Registration Rights,” the following is a description of each transaction since February 1, 2013 and each currently proposed transaction in which:

• we have been or are to be a participant;

• the amounts involved exceeded or will exceed $120,000; and

• any of our directors, executive officers or beneficial owners of more than 5% of any class of our capital stock and their affiliates had or will have a direct or indirect material interest.

Private Placements

Series F Preferred Stock Financing

In October 2015 and November 2015, we issued and sold an aggregate of 11,552,805 shares of our Series F redeemable convertible preferred stock at a purchase price of $13.70879 per share, for an aggregate purchase price of approximately $158.4 million. Each share of our Series F redeemable convertible preferred stock will convert automatically into one share of our common stock upon the completion of this offering; provided however, that in the event our market capitalization, as determined by multiplying the number of shares of common stock outstanding immediately prior to the closing of this offering, which includes all shares convertible into shares of common stock and all shares of common stock reserved for future issuance pursuant to our equity compensation plans, by the price per share of common stock to be sold in this offering, is less than $1.9 billion, then the conversion price for our Series F redeemable convertible preferred stock will be equal to the greater of (i) the offering price per share or (ii) $11.411003 per share, and each share of our Series F redeemable convertible preferred stock would convert into more than one share of common stock. Purchasers of our Series F redeemable convertible preferred stock include venture capital funds that beneficially own more than 5% of our outstanding capital stock and/or are represented on our board of directors. The following table presents the number of shares and the total purchase price paid by these entities:

Investor	Shares of Redeemable Convertible Preferred Stock		Total Purchase Price
General Atlantic (AD), L.P.(1)		5,470,942	$	74,999,994.99
Institutional Venture Partners XIII, L.P.		510,621	$	6,999,996.06
Entities affiliated with Greylock Partners(2)		72,946	$	1,000,001.40
Lightspeed Venture Partners VII, L.P.(3)		72,946	$	1,000,001.40

(1) Gary M. Reiner, a member of our board of directors, is affiliated with General Atlantic (AD), L.P.

(2) Entities affiliated with Greylock Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information include: Greylock XII Limited Partnership, Greylock XII Principals LLC and Greylock XII-A Limited Partnership. Asheem Chandna, a member of our board of directors, is affiliated with Greylock Partners.

(3) Ravi Mhatre, a member of our board of directors, is affiliated with Lightspeed Venture Partners VII, L.P. (Lightspeed Venture Partners).

Series E Preferred Stock Financing

In July 2014, we issued and sold an aggregate of 7,069,152 shares of our Series E redeemable convertible preferred stock at a purchase price of $9.90217 per share, for an aggregate purchase price of approximately $69.9 million. Each share of our Series E redeemable convertible preferred stock will convert automatically into one share of our common stock upon the completion of this offering. Purchasers of our Series E redeemable

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convertible preferred stock include venture capital funds that beneficially own more than 5% of our outstanding capital stock and/or are represented on our board of directors. The following table presents the number of shares and the total purchase price paid by these entities:

Investor	Shares of Redeemable Convertible Preferred Stock		Total Purchase Price
Entities affiliated with Greylock Partners(1)		403,951	$	3,999,991.48
Lightspeed Venture Partners VII, L.P(2)		403,951	$	3,999,991.48
KPCB Holdings, Inc., as nominee		858,397	$	8,499,993.03
Institutional Venture Partners XIII, L.P.		858,397	$	8,499,993.03

(1) Entities affiliated with Greylock Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information include Greylock XII Limited Partnership, Greylock XII Principals LLC and Greylock XII-A Limited Partnership. Asheem Chandna, a member of our board of directors, is affiliated with Greylock Partners.

(2) Ravi Mhatre, a member of our board of directors, is affiliated with Lightspeed Venture Partners.

Issuer Tender Offer

In December 2015, we conducted an issuer tender offer pursuant to which we repurchased 2,639,875 shares of our common stock from certain of our employees and executives at a price per share of $13.10, for an aggregate repurchase amount of approximately $34.6 million. An entity affiliated with Jyoti Bansal, our Founder and Chairman, sold 1,526,851 shares of our common stock for an aggregate purchase price of approximately $20.0 million. Dali Rajic, our Chief Revenue Officer, sold 43,500 shares of our common stock for an aggregate purchase price of approximately $0.6 million. Bhaskar Sunkara, our Chief Technology Officer and Head of Product, sold 152,839 shares of our common stock for an aggregate purchase price of approximately $2.0 million. Additionally, Joe Sexton, our former President of Worldwide Field Operations, sold 76,500 shares of our common stock for an aggregate purchase price of approximately $1.0 million.

Loans to our Executive Officers

Jyoti Bansal

In January 2014, we loaned to Jyoti Bansal, our Founder and Chairman, $6,779,092.80, pursuant to a promissory note with interest at a rate per annum of 0.25%, compounded annually. In connection with the promissory note, we entered into a pledge agreement with Mr. Bansal whereby he pledged and assigned a security interest in his 4,236,933 shares of common stock to us. The balance of $6,822,643.54, including principal and total accrued interest of $43,550.74, was repaid in full by Mr. Bansal in August 2016 and our security interest was released.

Joseph E. Sexton

In June 2014, we loaned to Joseph E. Sexton, our former President of Worldwide Field Operations, $450,000, pursuant to a promissory note with interest at a rate per annum of 0.32%, compounded annually. In connection with the promissory note, we entered into a pledge agreement with Mr. Sexton whereby he pledged and assigned to us a security interest in all of his shares of common stock. The balance of $450,224.88, including principal and total accrued interest of $224.88, was repaid in full by Mr. Sexton in August 2014 and our security interest was released.

In June 2014, we loaned to Mr. Sexton $220,800, pursuant to a promissory note with interest at a rate per annum of 0.32%, compounded annually, in connection with the early exercise by Mr. Sexton of certain options to purchase shares of our common stock. In connection with the promissory note, we entered into a pledge agreement with Mr. Sexton whereby he pledged and assigned to us a security interest in all of his shares of common stock. The balance of $221,914.37, including principal and total accrued interest of $1,114.37, was repaid in full by Mr. Sexton in January 2016 and our security interest was released.

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Right of First Refusal

Pursuant to our equity compensation plans and certain agreements with our stockholders, including a right of first refusal and co-sale agreement with certain holders of our capital stock, including Jyoti Bansal, Bhaskar Sunkara, General Atlantic, entities affiliated Greylock Partners, Lightspeed Venture Partners, KPCB Holdings, Inc. and entities affiliated with Institutional Venture Partners, we or our assignees have a right to purchase shares of our capital stock which stockholders propose to sell to other parties. This right will terminate upon the completion of this offering. Since February 1, 2013, we have waived our right of first refusal in connection with the sale of certain shares of our capital stock, including sales by certain of our executive officers, resulting in the purchase of such shares by certain of our stockholders, including related persons. See the section titled “Principal Stockholders” for additional information regarding beneficial ownership of our capital stock.

Investors’ Rights Agreements

We entered into an amended and restated investors’ rights agreement with the holders of our redeemable convertible preferred stock, including entities affiliated with each of General Atlantic, Greylock Partners, Institutional Venture Partners, KPCB Holdings and Lightspeed Venture Partners, which each beneficially own more than 5% of our capital stock or of which certain of our directors are affiliated. This agreement provides, among other things, that the holders of our preferred stock have the right to request that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing, subject to certain exceptions. For a description of these registration rights, see the section titled “Description of Capital Stock—Registration Rights.”

Allocation Agreements

We entered into an allocation agreement with General Atlantic, which beneficially owns 5% or more of our capital stock and is an affiliate of Gary M. Reiner, a member of our board of directors. The allocation agreement provides General Atlantic with the right, but not the obligation, contemporaneous with this offering, to purchase certain shares of our common stock from us in a private placement, subject to the terms and conditions of the allocation agreement and applicable securities laws. For a description of this allocation right, see the section titled “Description of Capital Stock—Allocation Agreements and Concurrent Private Placement.”

Offer Letters and Executive Arrangements

We entered into confirmatory offer letters containing compensation and benefits provisions, among others, with our executive officers as described in the section titled “Executive Compensation—Executive Employment Arrangements” above. Additionally, on March 28, 2014, we entered into an offer letter with Charles J. Robel, a member of our board of directors, pursuant to which Mr. Robel was granted an option to purchase 211,847 shares of common stock under our 2008 Plan. Mr. Robel’s offer letter further provides 100% vesting of his option upon a change in control, provided that he remains a member of our board. On June 8, 2015, we entered into an offer letter with David C. Scott, a member of our board of directors, pursuant to which Mr. Scott was awarded 53,137 restricted stock units (RSUs) under our 2008 Plan. Mr. Scott’s offer letter further provides 100% vesting of his RSUs upon a change in control, provided that he remains a member of our board. On December 16, 2016, we entered into an offer letter with Jonathan Chadwick, a member of our board of directors, pursuant to which Mr. Chadwick was awarded 26,666 RSUs under our 2008 Plan. Mr. Chadwick’s offer letter further provides 100% vesting of his RSUs upon a change in control, provided that he remains a member of our board.

Transition, Separation and General Release Agreement

We entered into a transition, separation and general release agreement (the Transition Agreement) with Joseph E. Sexton, our former President, Worldwide Field Operations, effective July 31, 2016. The Transition Agreement

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provides that Mr. Sexton will, in connection with his resignation as our President, Worldwide Field Operations, remain employed with us on a full-time basis as an at-will employee until January 31, 2017. During this period, he will continue to receive his annualized base salary of $300,000 and participate in our employee benefits programs. He will also remain eligible to receive a quarterly cash bonus through the second quarter of fiscal 2017, but he will not be eligible to receive any future bonus payments. The Transition Agreement provides for a transition period following January 31, 2017 until January 31, 2018, or, if earlier, the date Mr. Sexton terminates employment with us. During the transition period, Mr. Sexton will be employed with us on a part-time basis as an at-will employee and receive an annual base salary of $100,000. Following January 31, 2017, if Mr. Sexton elects COBRA he will be entitled to reimbursement of COBRA premiums until the earlier of (i) January 31, 2018, (ii) the termination date, (iii) the date Mr. Sexton or his dependents become covered under another employer’s group health plan, or (iv) the date that we determine in good faith that we cannot provide the COBRA reimbursement without violating applicable law. Mr. Sexton will continue to vest in his outstanding equity awards until December 31, 2016. As of December 31, 2016, (i) Mr. Sexton will be vested in 100% of his stock options and will have satisfied the time-based vesting requirement for 156,250 of his RSUs, and (ii) any portion of Mr. Sexton’s outstanding equity awards for which he has not satisfied the applicable time-based vesting requirements or the performance-based vesting requirements (other than the occurrence of (1) a change in control (as defined in the 2008 Plan) or (2) the first date following the expiration of all lock-up and blackout periods following our initial public offering (as defined in the 2008 Plan) (each a liquidity condition)) will immediately be forfeited. Any of his RSUs for which the time-based vesting condition or performance-based vesting condition (other than a liquidity condition) but not the liquidity condition has been satisfied as of December 31, 2016, will remain outstanding and be eligible to vest in accordance with their terms and conditions. If Mr. Sexton is terminated without cause (as defined in his offer letter) prior to January 31, 2017, he will be entitled to the severance benefits set forth in his offer letter, as described in the section titled “Executive Compensation—Executive Employment Arrangements,” plus an extension of the post-termination exercise period for his vested and outstanding stock options until the earlier of the original expiration date of such stock options or the first date that is six months following the expiration of the lock-up agreement entered into in connection with this offering. If Mr. Sexton’s employment with us terminates due to Mr. Sexton’s death or disability (as defined in the 2008 Plan) prior to December 31, 2016, then each equity award will fully vest as if he remained employed with us through December 31, 2016.

Limitation of Liability and Indemnification of Directors and Executive Officers

We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. See the section titled “Executive Compensation—Limitation on Liability and Indemnification Matters.”

The underwriting agreement provides for indemnification by the underwriters of us and our directors and executive officers for certain liabilities arising under the Securities Act of 1933, as amended, or otherwise.

Policies and Procedures for Related Party Transactions

The audit committee has 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. For purposes of this responsibility, a related person is defined as a director, executive officer, nominee for director or a stockholder who beneficially owns greater than 5% of any class of our voting securities, in each case since the beginning of the most recently completed fiscal year, and their immediate family members. Our audit committee charter provides that the audit committee, or the chairperson of the audit committee, shall review and approve or disapprove any related party transactions.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of December 20, 2016, after giving effect to the conversion of all outstanding shares of redeemable convertible preferred stock into shares of common stock, and as adjusted to reflect the sale of common stock in this offering and the concurrent private placement, for:

• each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;

• each of our named executive officers;

• each of our directors; and

• all of our current executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated in the footnotes below, to our knowledge, the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership prior to this offering and the concurrent private placement is based on 108,798,156 shares of common stock outstanding as of December 20, 2016, after giving effect to the conversion of all outstanding shares of redeemable convertible preferred stock into shares of common stock. Applicable percentage ownership after this offering and the concurrent private placement is based on 108,798,156 shares of common stock outstanding as of December 20, 2016, after giving effect to the conversion of all outstanding shares of redeemable convertible preferred stock into                 shares of common stock, the issuance of shares of our common stock in this offering, and assuming that we sell                  shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $             per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of common stock subject to options held by such person that are currently exercisable or exercisable within 60 days of December 20, 2016. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each of the individuals and entities named below is c/o AppDynamics, Inc., 303 Second Street, North Tower, 8th Floor, San Francisco, California 94107.

	Shares Beneficially Owned Prior to this Offering and the Concurrent Private Placement				Shares Beneficially Owned After this Offering and the Concurrent Private Placement
Name of Beneficial Owner	Shares		Percentage		Shares	Percentage
5% Stockholders:
Entities affiliated with Greylock Partners(1)		22,677,444		20.8
Lightspeed Venture Partners VII, L.P.(2)		22,677,444		20.8
Entities affiliated with Institutional Venture Partners(3)		8,986,744		8.3
KPCB Holdings, Inc., as nominee(4)		7,670,790		7.1
General Atlantic (AD), L.P.(5)		5,470,942		5.0

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	Shares Beneficially Owned Prior to this Offering and the Concurrent Private Placement				Shares Beneficially Owned After this Offering and the Concurrent Private Placement
Name of Beneficial Owner	Shares		Percentage		Shares	Percentage
Named Executive Officers and Directors:
David Wadhwani		—		*
Randy S. Gottfried(6)		400,000		*
Joseph E. Sexton(7)		2,093,577		1.9
Jyoti Bansal(8)		15,394,143		14.2
Jonathan C. Chadwick		—		*
Asheem Chandna(9)		22,677,444		20.8
Dev C. Ittycheria(10)		649,000		*
Ravi Mhatre(11)		22,677,444		20.8
Gary M. Reiner		—		*
Charles J. Robel(12)		141,231		*
David C. Scott		—		*
All current executive officers and directors as a group (12 persons)(13)		63,624,319		58.1

* Represents beneficial ownership of less than one percent (1%).

(1) Consists of (i) 19,389,217 shares of common stock held by Greylock XII Limited Partnership (Greylock XII); (ii) 2,154,357 shares of common stock held by Greylock XII-A Limited Partnership (Greylock XII-A); and (iii) 1,133,870 shares of common stock held by Greylock XII Principals LLC (Greylock Principals). William W. Helman and Aneel Bhusri, as the Senior Managing Members of Greylock XII GP Limited Liability Company, the general partner of Greylock XII and Greylock XII-A, share voting and investment power with respect to the shares held by these entities. The shares held by Greylock Principals are held in nominee form only and as a result, Greylock Principals does not have voting or investment power with respect to these shares. The address for these entities is 2550 Sand Hill Road, Suite 200, Menlo Park, California 94025.

(2) All of the shares are held by Lightspeed Venture Partners VII, L.P. (Lightspeed). Lightspeed General Partner VII, L.P. (Lightspeed GP) is the general partner of Lightspeed and Lightspeed Ultimate General Partner VII, Ltd. (Lightspeed UGP) is the general partner of Lightspeed GP. Barry Eggers, Ravi Mhatre, Peter Nieh and Christopher Schaepe, the managing directors of Lightspeed UGP, share voting and investment power with respect to the shares held by Lightspeed. The address for these entities is 2200 Sand Hill Road, Menlo Park, California 94025.

(3) Consists of (i) 7,365,999 shares held of record by Institutional Venture Partners XIII, L.P. (IVP XIII); (ii) 1,612,169 shares held of record by Institutional Venture Partners XV, L.P. (IVP XV); and (iii) 8,576 shares held of record by Institutional Venture Partners XV Executive Fund, L.P. (IVP XV Executive Fund). Institutional Venture Management XIII LLC (IVM XIII) is the general partner of IVP XIII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, as the managing directors of IVM XIII, share voting and dispositive power with respect to the shares held by IVP XIII. Institutional Venture Management XV (IVM XV) is the general partner of IVP XV and IVP XV Executive Fund. Messrs. Chaffee, Fogelsong, Harrick, Miller and Phelps and Jules A. Maltz, Somesh Dash and Eric Liaw, as the managing directors of IVM XV, share voting and dispositive power with respect to the shares held by IVP XV and IVP XV Executive Fund. The address for these entities is 3000 Sand Hill Road, Suite 250, Menlo Park, California 94025.

(4) The shares are held in the name of “KPCB Holdings, Inc., as nominee” for the account of KPCB Digital Growth Fund, LLC and KPCB DGF Founders Fund, LLC (collectively, the DGF Funds) and Kleiner Perkins Caufield & Byers XIV, LLC and KPCB XIV Founders Fund, LLC (collectively, the XIV Funds). John Doerr, Ted Schlein, Brook Byers, Bing Gordon and Mary Meeker are managing members of KPCB DGF Associates, LLC, the managing member of the DGF Funds, and John Doerr, Ted Schlein, Brook Byers

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and Bing Gordon are managing members of KPCB XIV Associates, LLC, the managing member of the XIV Funds, and, therefore, share voting and investment power over the shares held by the DGF Funds and XIV Funds. The address for these entities is 2750 Sand Hill Road, Menlo Park, California 94025.

(5) The shares are held by General Atlantic (AD), L.P. (GA AD). The general partner of GA AD is General Atlantic (SPV) GP, LLC (GA SPV). The limited partners of GA AD are the following General Atlantic investment funds (GA Funds): General Atlantic Partners 93 L.P. (GAP 93), GAP Coinvestments CDA, L.P. (GAPCO CDA), GAP Coinvestments III, LLC (GAPCO III), GAP Coinvestments IV, LLC (GAPCO IV) and GAP Coinvestments V, LLC (GAPCO V). The general partner of GAP 93 is General Atlantic GenPar, L.P. (GA GenPar). General Atlantic LLC (GA LLC) is the general partner of GA GenPar and GAPCO CDA. GA LLC is the sole member of GA SPV. GA LLC is also the managing member of GAPCO III, GAPCO IV and GAPCO V. GAP 93, GAPCO CDA, GAPCO III, GAPCO IV, GAPCO V, GA SPV, GA GenPar and GA LLC (collectively, the GA Group) are a “group” within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. The address of the GA Group is c/o General Atlantic Service Company, LLC, 55 East 52nd Street, 32nd Floor, New York, New York 10055.

(6) Consists of 400,000 shares subject to options exercisable within 60 days of December 20, 2016.

(7) Consists of (i) 401,442 shares held of record by the Joe Sexton Trust dated August 23, 2016 for which Mr. Sexton serves as trustee; (ii) 190,391 shares held of record by the Amy Sexton Trust dated March 3, 2016 for which Mr. Sexton’s spouse serves as trustee; and (iii) 1,501,744 shares subject to option exercisable within 60 days of December 20, 2016. Mr. Sexton resigned as our President, Worldwide Field Operations effective as of July 31, 2016.

(8) Consists of (i) 14,894,143 shares held by Mr. Bansal of which 2,306,040 shares may be repurchased by us at the original purchase price as of December 20, 2016; (ii) 250,000 shares held by The Jyoti Bansal 2015 Annuity Trust dated October 9, 2015 for which Mr. Bansal serves as trustee; and (iii) 250,000 shares held of record by The Rashmi Bartia 2015 Annuity Trust dated October 9, 2015 for which Mr. Bansal’s spouse serves as trustee.

(9) Consists of the shares listed in footnote (1) above, which are held by entities affiliated with Greylock Partners. Mr. Chandna is a partner at Greylock Partners.

(10) Consists of 649,000 shares held by Mr. Ittycheria.

(11) Consists of the shares listed in footnote (2) above, which are held by Lightspeed. Mr. Mhatre is a managing director of Lightspeed UGP.

(12) Consists of 141,231 shares subject to options exercisable within 60 days of December 20, 2016.

(13) Consists of (i) 62,947,504 shares beneficially owned by our current executive officers and directors, of which 2,335,207 shares may be repurchased by us at the original purchase price as of December 20, 2016 and (ii) 676,815 shares subject to options exercisable within 60 days of December 20, 2016, of which 648,065 shares are fully vested.

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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 completion of this offering. Our board of directors has approved an amended and restated certificate of incorporation and amended and restated bylaws which will be effective in connection with the completion of this offering, and this description summarizes the provisions that are included in such documents. This summary does not purport to be complete and is qualified in its entirety by the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part. For a complete description of our capital stock, you should refer to our amended and restated certificate of incorporation, amended and restated bylaws and investors’ rights agreement, that are 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 completion of this offering and the concurrent private placement, our authorized capital stock will consist of 1,100,000,000 shares of common stock, $0.001 par value per share, and 100,000,000 shares of undesignated preferred stock, $0.001 par value per share.

As of October 31, 2016, there were 108,569,006 shares of our common stock outstanding, held by approximately 450 stockholders of record, assuming the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into shares of common stock, which will occur upon the completion of this offering. Our board of directors is authorized, without stockholder approval, except as required by the listing standards of The NASDAQ Stock Market, to issue additional shares of our capital stock.

Common Stock

Dividend Rights

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock will be entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. See the section titled “Dividend Policy” for additional information.

Voting Rights

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation. Our amended and restated certificate of incorporation establishes a classified board of directors that is divided into three classes with staggered three-year terms. Only the directors in one class will be subject to election by a plurality of the votes cast at each annual meeting of our stockholders, with the directors in the other classes continuing for the remainder of their respective three-year terms. See the section titled “Management—Board of Directors” for additional information.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

If we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributed ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

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Preferred Stock

Upon the completion of this offering, no shares of our preferred stock will be outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors will be authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders. Our board of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control of our company and might adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. We have no current plan to issue any shares of preferred stock.

Equity Awards

As of October 31, 2016, there were 14,027,005 outstanding options to purchase shares of our common stock, with a weighted-average exercise price of $3.48 per share. In addition, as of October 31, 2016, there were 21,638,623 shares of our common stock issuable upon vesting of RSUs outstanding pursuant to our 2008 Plan.

Warrants

As of October 31, 2016, there were 201,636 shares of our common stock issuable upon the exercise of outstanding warrants to purchase shares of our common stock with an exercise price of $1.60 per share. The warrants have a net exercise provision pursuant to which the holder may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of our common stock, as applicable, at the time of exercise of the warrant after deduction of the aggregate exercise price.

Registration Rights

Following the completion of this offering, the holders of shares of our redeemable convertible preferred stock or their permitted transferees are entitled to rights with respect to the registration of these shares under the Securities Act of 1933, as amended (Securities Act). These rights are provided under the terms of our amended and restated investors’ rights agreement dated November 8, 2015 (the Rights Agreement), between us and the holders of these shares, which was entered into in connection with our redeemable convertible preferred stock financings, and include demand registration rights, S-3 registration rights and piggyback registration rights. These registration rights will expire (i) with respect to any particular stockholder, when such stockholder is able to sell all of its shares pursuant to Rule 144 of the Securities Act in any 90-day period or (ii) three years after the closing of this offering.

We will pay the registration expenses (other than underwriting discounts, selling commissions and stock transfer taxes and fees and disbursements of counsel) of the holders of the shares registered pursuant to the registrations described below. In an underwritten offering, the underwriters have the right, subject to specified conditions, to limit the number of shares such holders may include.

Demand Registration Rights

The holders of an aggregate of             shares of our common stock (assuming the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into shares of common stock immediately prior to the completion of this offering and assuming that we sell              shares of common stock in the concurrent

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private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus,), or their permitted transferees, are entitled to demand registration rights pursuant to the Rights Agreement. 180 days after the completion of this offering, the holders of at least 30% of the shares entitled to registration rights then outstanding can request that we register the offer and sale of their shares, provided that such registration of shares would result in an anticipated aggregate offering price to the public of at least $10.0 million, after deducting underwriter’s discounts and expenses related to the registration of such shares. We are required to effect only two registrations pursuant to this provision of the Rights Agreement. Depending on certain conditions, however, we may defer such registration for up to 90 days twice in any 12-month period. We are not required to effect a demand registration earlier than 180 days after the effective date of this offering.

Form S-3 Registration Rights

The holders of an aggregate of              shares of our common stock (assuming the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into shares of common stock immediately prior to the completion of this offering and assuming that we sell              shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus,), or their permitted transferees are entitled to S-3 registration rights pursuant to the Rights Agreement. If we are eligible to file a registration statement on Form S-3, these holders have the right, upon written request from holders of these shares, to have such shares registered by us if the proposed aggregate offering price of the shares to be registered by the holders requesting registration is at least $1.0 million, subject to exceptions set forth in the Rights Agreement.

Piggyback Registration Rights

The holders of an aggregate of              shares of our common stock (assuming the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into shares of common stock immediately prior to the completion of this offering and assuming that we sell              shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus), or their permitted transferees are entitled to piggyback registration rights pursuant to the Rights Agreement. If we register any of our securities under the Securities Act, subject to certain exceptions, the holders of these shares will be entitled to notice of the registration and to include their registrable securities in the registration. The underwriters of any underwritten offering have the right to limit the number of shares registered by these holders for marketing reasons, subject to limitations set forth in the Rights Agreement.

Allocation Agreements and Concurrent Private Placement

In connection with our Series F redeemable convertible preferred stock financing in October 2015 and November 2015, we entered into allocation agreements with each of General Atlantic (AD), L.P. (General Atlantic), Altimeter Partners Fund, L.P. (Altimeter Partners) and Adage Capital Partners, LP (Adage Capital Partners). Pursuant to the allocation agreement with General Atlantic, we granted General Atlantic the right, but not the obligation, to purchase from us in a private placement concurrent to this offering the number of shares of our common stock equal to the greater of (i) $25.0 million divided by the price per share of our common stock sold in this offering, which we have estimated as $             per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, or (ii) 15% of the aggregate number of shares sold in the public offering (excluding shares which the underwriters have an option to purchase), which in no event shall exceed $50.0 million divided by the price per share of our common stock sold in this offering, which we have estimated as $             per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, subject to the terms and conditions of such allocation agreement and compliance with

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applicable securities laws. Pursuant to the allocation agreement with Altimeter Partners, we granted Altimeter Partners the right, but not the obligation, to purchase from us in a private placement concurrent to this offering the number of shares of our common stock equal to $5.0 million divided by the price per share of our common stock sold in this offering, which we have estimated as $             per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, subject to the terms and conditions of such allocation agreement and compliance with applicable securities laws. Pursuant to the allocation agreement with Adage Capital Partners, we granted Adage Capital Partners the right, but not the obligation, to purchase from us in a private placement concurrent to this offering the number of shares of our common stock equal to $2.5 million divided by the price per share of our common stock sold in this offering, which we have estimated as $             per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, subject to the terms and conditions of such allocation agreement and compliance with applicable securities laws.

Each of the allocation agreements requires us to provide notice to General Atlantic, Altimeter Partners and Adage Capital Partners within 15 business days after we first submit, or file with, the Securities and Exchange Commission, a registration statement covering shares of our common stock for an initial public offering. No later than 15 business days after the delivery of such notice, each of General Atlantic, Altimeter Partners and Adage Capital Partners must provide us with a non-binding written statement setting forth the aggregate dollar amount that such investor is interested in purchasing in the concurrent private placement, if any, or lose their right to participate in such private placement.

Each of General Atlantic, Altimeter Partners and Adage Capital Partners has delivered the required non-binding written statement to purchase up to the maximum amount each investor may be allocated to purchase in the concurrent private placement, provided, however, we are unable to estimate such amounts prior to the determination of the estimated offering price range to be set forth on the cover page of this prospectus. Such indications of interest are not intended to be an offer to purchase from us but merely a non-binding indication of interest to assist us in structuring the concurrent private placement and preparing appropriate disclosure in the registration statement.

Each of General Atlantic, Altimeter Partners and Adage Capital Partners must provide their final indications of interest to us no later than the time at which Morgan Stanley & Co. LLC and Goldman, Sachs & Co. receive final indications of interest from purchasers in this offering. The final indications of interest, if any, must set forth the number of shares of our common stock that such investor is interested in purchasing in the concurrent private placement up to the maximum amount allocated to such investor as described above. These indications of interest are not binding agreements or commitments to purchase, and each of General Atlantic, Altimeter Partners and Adage Capital Partners could determine to purchase more, less or no shares in the proposed concurrent private placement. The closing of this offering is not conditioned upon the closing of the concurrent private placement.

As described in the section titled “Underwriting,” we and all of our executive officers, directors and substantially all of our equity holders, including but not limited to General Atlantic, Altimeter Partners and Adage Capital Partners, have agreed, subject to certain exceptions, not to offer, sell or agree to sell, directly or indirectly, any shares of common stock without the permission of Morgan Stanley and Co. LLC and Goldman, Sachs & Co. for a period of 180 days from the date of this prospectus. All of the shares of common stock sold in the concurrent private placement will be subject to such lock-up period.

In addition, General Atlantic, Altimeter Partners and Adage Capital Partners are each party to the Rights Agreement which includes certain registration rights with respect to the shares of common stock held by the investors, including any shares purchased in the concurrent private placement. See the section titled “—Registration Rights” for additional information.

The shares of our common stock to be issued in the concurrent private placement are not being offered pursuant to this prospectus and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506 promulgated thereunder.

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Anti-Takeover Provisions

The provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We are governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years of the date on which it is sought to be determined whether such person is an “interested stockholder,” did own 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing a change in our control.

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, which will be effective in connection with the completion of this offering, include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our management team, which include the following:

• Board of Directors Vacancies. Our amended and restated certificate of incorporation and amended and restated bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors will be permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.

• Classified Board. Our amended and restated certificate of incorporation and amended and restated bylaws provide that our board is classified into three classes of directors. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board of directors. See the section titled “Management—Board of Directors” for additional information.

• Stockholder Action; Special Meeting of Stockholders. Our amended and restated certificate of incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our amended and restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws. Our amended and restated bylaws further provides that special meetings of our stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our Chief Executive Officer or our President, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.

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• Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws will provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

• No Cumulative Voting. The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation and amended and restated bylaws will not provide for cumulative voting.

• Directors Removed Only for Cause. Our amended and restated certificate of incorporation will provide that stockholders may remove directors only for cause.

• Amendment of Charter Provisions. Any amendment of the above provisions in our amended and restated certificate of incorporation would require approval by holders of at least two-thirds of our then outstanding common stock.

• Issuance of Undesignated Preferred Stock. Our board of directors will have the authority, without further action by the stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.

• Exclusive Forums. Unless we consent in writing to the selection of an alternative forum, the sole and exclusive forums for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim against the company or any director or officer of the company arising pursuant to any provision of the DGCL or (4) any other action asserting a claim that is governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware or a state or federal court located within the city and county of San Francisco, California, in all cases subject to the court’s having jurisdiction over indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to this provision of our amended and restated bylaws. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law or California law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our common stock will be American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s address is 6201 15th Avenue, Brooklyn, New York 11219, and the telephone number is (718) 921-8200.

Listing

We have applied to list our common stock on The NASDAQ Global Select Market under the symbol “APPD.”

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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. The effect of sales of our common stock in the public market may be exacerbated by the relatively small public float of our common stock following this offering. 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 completion of this offering and the concurrent private placement, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and assuming that we sell              shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after giving effect to the automatic conversion of all outstanding shares of our redeemable convertible preferred stock which will occur upon the completion of this offering, based on the number of shares of our capital stock outstanding as of October 31, 2016, 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 of 1933, as amended (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, holders of all or substantially all of our equity securities have entered into or will enter into 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 described below. All of the shares of common stock sold in the concurrent private placement will be subject to such lock-up period. As a result of these agreements and the provisions of our amended and restated investors’ rights agreement described in the section titled “Description of Capital Stock—Registration Rights,” subject to the provisions of Rule 144 or Rule 701, shares 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; and

• 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.

Lock-Up Agreements

We, our executive officers, directors and holders of substantially all of our common stock and securities convertible into or exchangeable for our common stock have agreed or will agree that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, we and they will not, without the prior written consent of Morgan Stanley and Co. LLC and Goldman, Sachs & Co. offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or hedge any shares of our common stock and securities convertible into or exchangeable for our common stock. All of the shares of common stock sold in the concurrent private placement will be subject to such lock-up period. Morgan Stanley and Co. LLC and

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Goldman, Sachs & Co. may, in their discretion, release any of the securities subject to these lock-up agreements at any time. In addition, for certain of our employees whose restricted stock units (RSUs) may vest during the lock-up period, the applicable lock-up agreement provides that such individual may transfer up to a number of shares of the common stock underlying their vested RSUs equal to the maximum tax rate applicable to such individual in order to satisfy tax withholding and remittance obligations.

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 Securities Exchange Act of 1934, as amended, 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

Pursuant to our amended and restated investors’ rights agreement, the holders of approximately             shares of our common stock, or their transferees (assuming the automatic conversion of all outstanding shares of our redeemable convertible preferred stock into shares of common stock immediately prior to the completion of this offering and assuming that we sell              shares of common stock in the concurrent private placement, which is the maximum number of shares that may be purchased from us in the concurrent private placement based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus), will be entitled to certain rights with respect to the registration of the offer and sale of those shares under the Securities Act. For a description of these registration

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rights, see the section titled “Description of Capital Stock—Registration Rights.” If the offer and sale of these shares is registered, the shares will be freely tradable without restriction under the Securities Act, and a large number of shares may be sold into the public market.

Registration Statements on Form S-8

Upon the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register all of the shares of common stock issued or reserved for issuance under outstanding stock options and our stock option plans. Shares covered by this registration statement will be eligible for sale in the public market, upon the expiration or release from the terms of the lock-up agreements and subject to vesting of such shares. See the section titled “Executive Compensation—Employee Benefit Plans” for additional information.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO

NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a summary of the material U.S. federal income and estate tax consequences to non-U.S. holders (as defined below) of their ownership and disposition of our common stock purchased in this offering but is for general information only and does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the Code), existing and proposed Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income and estate tax consequences different from those set forth below. There can be no assurance that the Internal Revenue Service (IRS) will not challenge one or more of the tax consequences described herein, and we have not obtained, and do not intend to obtain, an opinion of counsel or ruling from the IRS with respect to the U.S. federal income tax consequences to a non-U.S. holder of the purchase, ownership or disposition of our common stock.

This summary does not address any alternative minimum tax considerations, any considerations regarding the tax on net investment income, or the tax considerations arising under the laws of any state, local or non-U.S. jurisdiction, or under any non-income tax laws, including U.S. federal gift and estate tax laws, except to the limited extent set forth below. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

• banks, insurance companies or other financial institutions;

• tax-exempt organizations or governmental organizations;

• regulated investment companies and real estate investment trusts;

• controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax;

• brokers or dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• persons that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below);

• tax-qualified retirement plans;

• certain former citizens or long-term residents of the United States;

• partnerships or entities classified as partnerships for U.S. federal income tax purposes and other pass-through entities (and investors therein);

• persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction or integrated investment;

• persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

• persons who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code; or

• persons deemed to sell our common stock under the constructive sale provisions of the Code.

In addition, if a partnership or entity classified as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner generally will depend on the status of the partner and upon the

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activities of the partnership. Accordingly, partnerships that hold our common stock, and partners in such partnerships, should consult their tax advisors. We urge prospective investors to consult with their own tax advisors regarding the U.S. federal, state, local and non-U.S. income and other tax considerations of purchasing, owning and disposing of shares of our common stock.

You are urged to consult your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of our common stock arising under the U.S. federal estate or gift tax laws or under the laws of any state, local, non-U.S., or other taxing jurisdiction or under any applicable tax treaty.

Non-U.S. Holder Defined

For purposes of this discussion, you are a non-U.S. holder (other than a partnership) if you are any beneficial owner of our common stock other than:

• an individual citizen or resident of the United States (for tax purposes);

• a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States or any political subdivision thereof, or other entity treated as such for U.S. federal income tax purposes;

• an estate whose income is subject to U.S. federal income tax regardless of its source; or

• a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more “U.S. persons” (within the meaning of Section 7701(a)(3) of the Code) who have the authority to control all substantial decisions of the trust or (y) which has made a valid election to be treated as a U.S. person.

Distributions

As described in the section titled “Dividend Policy,” we have never declared or paid cash dividends on our common stock and do not anticipate paying any dividends on our common stock in the foreseeable future. However, if we do make distributions on our common stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, the excess will constitute a return of capital and will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of stock as described below under “—Gain on Disposition of Common Stock.”

Subject to the discussion below on effectively connected income, any dividend paid to you generally will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty. In order to receive a reduced treaty rate, you must provide us with an IRS Form W-8BEN, IRS Form W-8BEN-E or such successor form as the IRS designates certifying qualification for the reduced rate. These forms must be updated periodically. A non-U.S. holder of shares of our common stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. If the non-U.S. holder holds our common stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries.

Dividends received by you that are effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, attributable to a permanent establishment or fixed base maintained by you in the United States) are generally exempt from such withholding tax if you satisfy certain certification and disclosure requirements. In order to obtain this exemption, you must provide us with an IRS Form W-8ECI

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or other applicable IRS Form W-8 properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same graduated U.S. federal income tax rates applicable to U.S. persons, net of certain deductions and credits. In addition, if you are a corporate non-U.S. holder, dividends you receive that are effectively connected with your conduct of a U.S. trade or business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty. You should consult your tax advisor regarding any applicable tax treaties that may provide for different rules.

Gain on Disposition of Common Stock

Subject to the discussion below regarding backup withholding and foreign accounts, you generally will not be required to pay U.S. federal income tax on any gain realized upon the sale, exchange or other disposition of our common stock unless:

• the gain is effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained by you in the United States);

• you are a non-resident alien individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or

• our common stock constitutes a U.S. real property interest by reason of our status as a “United States real property holding corporation” (USRPHC) for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding your disposition of, or your holding period for, our common stock.

We believe that we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion so assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is regularly traded on an established securities market, such common stock will be treated as U.S. real property interests only if you actually or constructively hold more than five percent of such regularly traded common stock at any time during the shorter of the five-year period preceding your disposition of, or your holding period for, our common stock.

If you are a non-U.S. holder described in the first bullet above, you will be required to pay tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described in the first bullet above also may be subject to the branch profits tax at a rate of 30%, or such lower rate as may be specified by an applicable income tax treaty. If you are an individual non-U.S. holder described in the second bullet above, you will be required to pay a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, which gain may be offset by U.S. source capital losses for the year (provided you have timely filed U.S. federal income tax returns with respect to such losses). You should consult your tax advisor regarding any applicable income tax or other treaties that may provide for different rules.

Federal Estate Tax

Our common stock beneficially owned by an individual who is not a citizen or resident of the United States (as defined for U.S. federal estate tax purposes) at the time of their death will generally be includable in the decedent’s gross estate for U.S. federal estate tax purposes. Such shares, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.

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Backup Withholding and Information Reporting

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.

Payments of dividends on or of proceeds from the disposition of our common stock made to you may be subject to information reporting and backup withholding at a current rate of 28% unless you establish an exemption, for example, by properly certifying your non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that such holder is a U.S. person.

Backup withholding is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.

Foreign Account Tax Compliance

The Foreign Account Tax Compliance Act (FATCA) generally imposes withholding tax at a rate of 30% on dividends on and gross proceeds from the sale or other disposition of our common stock paid to “foreign financial institutions” (as specially defined under these rules), unless such institution enters into an agreement with the U.S. government to, among other things, withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding the U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or otherwise establishes an exemption. FATCA also generally imposes a U.S. federal withholding tax of 30% on dividends on and gross proceeds from the sale or other disposition of our common stock paid to a “non-financial foreign entity” (as specially defined for purposes of these rules) unless such entity provides the withholding agent with a certification identifying certain substantial direct and indirect U.S. owners of the entity, certifies that there are none or otherwise establishes an exemption. The withholding provisions under FATCA generally apply to dividends on our common stock, and under current transitional rules are expected to apply with respect to the gross proceeds from a sale or other disposition of our common stock on or after January 1, 2019. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. 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.

Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences of purchasing, holding and disposing of our common stock, including the consequences of any proposed change in applicable laws.

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UNDERWRITING

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 Goldman, Sachs & Co. 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
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Barclays Capital Inc.
UBS Securities LLC
Wells Fargo Securities, LLC
William Blair & Company, L.L.C.
JMP Securities 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’ option to purchase additional shares 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 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 for this offering. To the extent the 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.

168

The following table shows the per share and total public offering price, underwriting discounts and commissions for this offering, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ 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 for this offering to be paid by us:	$	$	$
Proceeds, before expenses, to us	$	$	$

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions for this offering, are approximately $        . We have agreed to reimburse the underwriters for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority up to $30,000.

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 “APPD.”

We and all executive officers, directors and the holders of substantially all of our outstanding capital stock 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 (the “restricted period”):

• offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of 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 SEC 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, including all of the shares of common stock sold in the concurrent private placement, other than a registration statement on Form S-8.

The restrictions described in the immediately preceding paragraph to do not apply to certain customary exceptions. In addition, for certain of our employees whose restricted stock units (RSUs) may vest during the lock-up period, the applicable lock-up agreement provides that such individual may transfer up to a number of shares of the common stock underlying their vested RSUs equal to the maximum tax rate applicable to such individual in order to satisfy tax withholding and remittance obligations.

169

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.

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 option. The underwriters can close out a covered short sale by exercising the 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 option. The underwriters may also sell shares in excess of the 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 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 will be determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price are 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.

170

Selling Restrictions

Canada

The common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 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, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of

171

Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the FIEL) has been made or will be made with respect to the solicitation of the application for the acquisition of the shares of common stock.

Accordingly, the shares of common stock have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

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.

172

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California. Goodwin Procter LLP, Menlo Park, California, is acting as counsel to the underwriters. Certain members of, and investment partnerships comprised of members of, and persons associated with, Wilson Sonsini Goodrich & Rosati, P.C. own an interest representing less than 0.2% of our common stock as of October 31, 2016.

EXPERTS

The consolidated financial statements of AppDynamics, Inc. at January 31, 2016 and 2015, and for each of the three years in the period ended January 31, 2016, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission (SEC) a registration statement on Form S-1 under the Securities Act of 1933, as amended, 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 is 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 is this prospectus relating to a contract or document filed as an exhibit is qualified in all respects 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 Securities Exchange Act of 1934, as amended, 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.appdynamics.com. Upon completion 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.

173

APPDYNAMICS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Comprehensive Loss		F-5
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of AppDynamics, Inc.

We have audited the accompanying consolidated balance sheets of AppDynamics, Inc. as of January 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit and cash flows for each of the three years in the period ended January 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of AppDynamics, Inc. at January 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 31, 2016, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

San Francisco, California

August 24, 2016

F-2

APPDYNAMICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

	January 31,						October 31, 2016			Pro Forma Stockholders’ Deficit as of October 31, 2016
	2015			2016
							(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	71,000		$	147,827		$	94,506
Marketable securities		—			—			35,347
Accounts receivable, net of allowance of $474, $656 and $673 as of January 31, 2015, January 31, 2016 and October 31, 2016 (unaudited), respectively		29,838			64,743			69,729
Deferred commissions		7,696			14,832			14,076
Prepaid expenses and other current assets		4,264			14,052			11,129
Total current assets		112,798			241,454			224,787
Long-term marketable securities		—			—			12,106
Property and equipment, net		10,862			18,122			17,348
Long-term deferred commissions		7,925			13,965			12,880
Other assets		12,702			7,162			10,385
Total assets	$	144,287		$	280,703		$	277,506
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities:
Current maturities of long-term debt	$	1,588		$	2,704		$	21,619
Accounts payable		5,691			4,138			2,723
Accrued compensation		17,212			24,418			21,404
Accrued expenses and other current liabilities		11,645			17,731			17,726
Deferred revenue, current portion		66,593			122,085			164,842
Total current liabilities		102,729			171,076			228,314
Long-term debt, net of current maturities		21,006			20,998			985
Deferred revenue, less current portion		48,480			100,932			136,711
Other long-term liabilities		11,069			10,669			8,130
Total liabilities		183,284			303,675			374,140
Commitments and contingencies (Note 6)
Redeemable convertible preferred stock:
Redeemable convertible preferred stock—$0.001 par value; 63,103, 74,656 and 74,656 shares authorized, issued and outstanding as of January 31, 2015, January 31, 2016, and October 31, 2016 (unaudited), respectively; liquidation preference of $156,500 as of January 31, 2015, and $314,875 as of January 31, 2016 and October 31, 2016 (unaudited)		156,137			310,147			310,147		$
Stockholders’ deficit:
Common stock—$0.001 par value; 120,000, 145,000 and 155,000 shares authorized as of January 31, 2015, January 31, 2016 and October 31, 2016 (unaudited), respectively; 33,657, 32,920 and 33,913 shares issued and outstanding as of January 31, 2015, January 31, 2016 and October 31, 2016 (unaudited), respectively		34			33			34
Additional paid-in capital		17,361			44,421			53,717
Accumulated other comprehensive income		378			4,161			16,279
Accumulated deficit		(212,907	)		(381,734	)		(476,811	)
Total stockholders’ deficit		(195,134	)		(333,119	)		(406,781	)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	144,287		$	280,703		$	277,506		$

See notes to consolidated financial statements.

F-3

APPDYNAMICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
										(unaudited)
Revenues:
Subscription	$	18,946		$	42,971		$	87,251		$	60,605		$	110,086
License		3,682			33,954			51,516			34,801			32,608
Professional services and other		972			4,940			11,825			7,384			15,733
Total revenues		23,600			81,865			150,592			102,790			158,427
Cost of revenues:
Subscription		6,393			9,884			19,801			13,959			16,980
License		69			284			565			381			648
Professional services and other		4,807			8,478			18,347			12,399			21,061
Total cost of revenues		11,269			18,646			38,713			26,739			38,689
Gross profit		12,331			63,219			111,879			76,051			119,738
Operating expenses:
Sales and marketing		49,497			85,920			132,297			89,379			118,303
Research and development		21,719			34,072			57,743			42,505			51,499
General and administrative		8,398			33,233			48,563			32,937			37,802
Total operating expenses		79,614			153,225			238,603			164,821			207,604
Operating loss		(67,283	)		(90,006	)		(126,724	)		(88,770	)		(87,866	)
Interest expense		(128	)		(1,958	)		(3,258	)		(2,173	)		(3,019	)
Other income (expense), net		(466	)		(1,999	)		(2,968	)		(872	)		(2,682	)
Loss before income taxes		(67,877	)		(93,963	)		(132,950	)		(91,815	)		(93,567	)
Provision for income taxes		461			284			1,109			581			1,510
Net loss	$	(68,338	)	$	(94,247	)	$	(134,059	)	$	(92,396	)	$	(95,077	)
Net loss per share:
Basic and diluted	$	(3.43	)	$	(3.96	)	$	(4.85	)	$	(3.40	)	$	(3.16	)
Weighted-average shares outstanding used in calculating net loss per share:
Basic and diluted		19,932			23,781			27,657			27,173			30,115
Pro forma net loss per share (unaudited):
Basic and diluted (unaudited)							$						$
Pro forma weighted-average shares outstanding used in calculating net loss per share (unaudited)

See notes to consolidated financial statements.

F-4

APPDYNAMICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
										(unaudited)
Net loss	$	(68,338	)	$	(94,247	)	$	(134,059	)	$	(92,396	)	$	(95,077	)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax effect of $0		34			383			3,783			(683	)		12,166
Change in fair value of available-for-sale securities, net of tax effect of $0		—			—			—			—			(48	)
Total other comprehensive income (loss)		34			383			3,783			(683	)		12,118
Comprehensive loss	$	(68,304	)	$	(93,864	)	$	(130,276	)	$	(93,079	)	$	(82,959	)

See notes to consolidated financial statements.

F-5

APPDYNAMICS, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(in thousands)

	Redeemable Convertible Preferred Stock				Common Stock						Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount		Shares			Amount
Balances at January 31, 2013		56,034	$	86,174		21,180		$	21		$	2,043	$	(39	)	$	(50,322	)	$	(48,297	)
Exercise of stock options, net of repurchases of common stock related to early exercised stock options		—		—		8,828			9			832		—			—			841
Vesting of early exercised stock options		—		—		—			—			336		—			—			336
Stock-based compensation expense		—		—		—			—			3,654		—			—			3,654
Other comprehensive income		—		—		—			—			—		34			—			34
Net loss		—		—		—			—			—		—			(68,338	)		(68,338	)
Balances at January 31, 2014		56,034		86,174		30,008			30			6,865		(5	)		(118,660	)		(111,770	)
Issuance of redeemable convertible preferred stock, net of issuance costs of $37		7,069		69,963		—			—			—		—			—			—
Fair value of common stock warrants issued in connection with the term loan facility		—		—		—			—			199		—			—			199
Exercise of stock options, net of repurchases of common stock related to early exercised stock options		—		—		3,649			4			1,964		—			—			1,968
Vesting of early exercised stock options		—		—		—			—			280		—			—			280
Stock-based compensation expense		—		—		—			—			8,053		—			—			8,053
Other comprehensive income		—		—		—			—			—		383			—			383
Net loss		—		—		—			—			—		—			(94,247	)		(94,247	)
Balances at January 31, 2015		63,103		156,137		33,657			34			17,361		378			(212,907	)		(195,134	)
Issuance of redeemable convertible preferred stock, net of issuance costs of $4,365		11,553		154,010		—			—			—		—			—			—
Fair value of common stock warrants issued in connection with the term loan facility		—		—		—			—			1,253		—			—			1,253
Exercise of stock options, net of repurchases of common stock related to early exercised stock options		—		—		1,903			2			4,100		—			—			4,102
Vesting of early exercised stock options		—		—		—			—			313		—			—			313
Repurchase and retirement of common shares		—		—		(2,640	)		(3	)		—		—			(34,768	)		(34,771	)
Stock-based compensation expense		—		—		—			—			21,394		—			—			21,394
Other comprehensive income		—		—		—			—			—		3,783			—			3,783
Net loss		—		—		—			—			—		—			(134,059	)		(134,059	)
Balances at January 31, 2016		74,656		310,147		32,920			33			44,421		4,161			(381,734	)		(333,119	)
Exercise of stock options (unaudited)		—		—		993			1			5,343		—			—			5,344
Vesting of early exercised stock options (unaudited)		—		—		—			—			271		—			—			271
Stock-based compensation expense (unaudited)		—		—		—			—			3,682		—			—			3,682
Other comprehensive income (unaudited)		—		—		—			—			—		12,118			—			12,118
Net loss (unaudited)		—		—		—			—			—		—			(95,077	)		(95,077	)
Balances at October 31, 2016 (unaudited)		74,656	$	310,147		33,913		$	34		$	53,717	$	16,279		$	(476,811	)	$	(406,781	)

See notes to consolidated financial statements.

F-6

APPDYNAMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
										(unaudited)
Operating activities:
Net loss	$	(68,338	)	$	(94,247	)	$	(134,059	)	$	(92,396	)	$	(95,077	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,754			3,907			6,523			4,649			5,912
Stock-based compensation		3,654			8,053			21,394			16,353			3,682
Amortization of deferred commissions		2,270			7,470			13,233			8,821			13,304
Non-cash interest expense		—			475			1,002			609			1,101
Change in fair value of contingent lender fee liability		—			(301	)		729			729			—
Provision for doubtful accounts		129			428			419			363			130
Other		362			(17	)		6			4			45
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		(8,461	)		(14,405	)		(37,406	)		(26,584	)		(8,995	)
Deferred commissions		(8,510	)		(14,352	)		(26,410	)		(13,657	)		(11,463	)
Prepaid expenses and other current assets		(834	)		(1,694	)		(10,221	)		(8,944	)		2,590
Other assets		(3,484	)		(6,693	)		6,109			5,793			506
Accounts payable		1,436			3,228			(2,393	)		(1,953	)		(585	)
Accrued compensation		4,646			7,936			7,991			1,996			(1,824	)
Accrued expenses and other liabilities		1,162			7,538			6,496			6,589			(4,649	)
Deferred revenue		38,453			58,313			115,116			59,966			95,309
Other long-term liabilities		10,731			(470	)		(1,021	)		(2,054	)		(2,187	)
Net cash used in operating activities		(25,030	)		(34,831	)		(32,492	)		(39,716	)		(2,201	)
Investing activities:
Purchases of property and equipment		(7,294	)		(1,780	)		(9,346	)		(7,713	)		(5,567	)
Acquisitions, net of cash acquired		(1,448	)		—			(425	)		(425	)		—
Purchases of available-for-sale securities		—			—			—			—			(55,546	)
Proceeds from maturities of available-for-sale securities		—			—			—			—			7,765
Net cash used in investing activities		(8,742	)		(1,780	)		(9,771	)		(8,138	)		(53,348	)
Financing activities:
Principal payments on debt		(195	)		(1,782	)		(29,899	)		(19,239	)		(2,055	)
Net proceeds from issuance of convertible redeemable preferred stock		—			69,963			154,010			80,499			—
Proceeds from borrowings, net of debt issuance costs		—			19,977			28,100			28,100			—
Repurchases of common stock in tender offer		—			—			(34,771	)		—			—
Proceeds from exercise of stock options, net		705			2,245			4,108			2,664			9,385
Payments of costs related to initial public offering		—			—			(34	)		—			(2,066	)
Net cash provided by financing activities		510			90,403			121,514			92,024			5,264
Effect of exchange rate changes on cash and cash equivalents		—			(353	)		(2,424	)		72			(3,036	)
Net increase (decrease) in cash and cash equivalents		(33,262	)		53,439			76,827			44,242			(53,321	)
Cash and cash equivalents:
Beginning of period		50,823			17,561			71,000			71,000			147,827
End of period	$	17,561		$	71,000		$	147,827		$	115,242		$	94,506
Supplementary cash flow disclosure:
Cash paid for:
Interest	$	—		$	1,408		$	2,142		$	1,450		$	1,906
Income taxes	$	342		$	94		$	429		$	381		$	1,304
Non-cash investing and financing activities:
Equipment acquired under capital lease	$	2,250		$	2,953		$	3,497		$	3,497		$	—
Purchases of property and equipment included in accounts payable and accrued expenses	$	—		$	535		$	1,435		$	816		$	1,075
Vesting of early exercised stock options	$	336		$	280		$	313		$	268		$	271
Issuance of warrants in connection with the term loan facility	$	—		$	199		$	1,253		$	1,253		$	—
Valuation of contingent lender fee in connection with the term loan facility	$	—		$	840		$	—		$	—		$	—
Accrued initial public offering costs	$	—		$	—		$	336		$	—		$	1,271

See notes to consolidated financial statements.

F-7

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the Business and Significant Accounting Policies

Business

AppDynamics, Inc. (the Company) was incorporated in Delaware in 2008 under the name Singularity Technologies, Inc. and changed its name to AppDynamics, Inc. in 2009. The Company offers an enterprise-grade application intelligence software platform that enables enterprises to accelerate their digital transformations by actively monitoring, analyzing, and optimizing complex application environments at scale. The Company’s integrated suite of products monitors the performance of software applications and IT infrastructures, down to the underlying code, and automatically correlates them into logical “business transactions.”

Fiscal Year

The Company’s fiscal year ends on January 31. References to fiscal 2016, for example, refer to the fiscal year ended January 31, 2016.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). All intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The accompanying interim consolidated balance sheet as of October 31, 2016, the related interim consolidated statements of operations, comprehensive loss and cash flows for the nine months ended October 31, 2015 and 2016, the consolidated statement of redeemable convertible preferred stock and stockholders’ deficit for the nine months ended October 31, 2016 and the related footnote disclosures are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with GAAP applicable to interim financial statements. The interim financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of October 31, 2016 and the Company’s consolidated results of operations and cash flows for the nine months ended October 31, 2015 and 2016. The results for the nine months ended October 31, 2016 are not necessarily indicative of the results expected for the full fiscal 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 and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods covered by the financial statements and accompanying notes. In particular, these include the Company’s estimates with respect to the fair value of multiple elements in revenue recognition, uncollectible accounts receivable, the assessment of the useful life and recoverability of long-lived assets (property and equipment, goodwill and identified intangible assets), the fair values of the cash fee owed by the Company if it is sold or completes its initial public offering (IPO) and the warrants to purchase the Company’s common stock, each granted in connection with the Company’s term loan facility, stock-based compensation expense including estimation of the grant date fair value of the common stock underlying equity awards, the fair value of assets

F-8

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

acquired and liabilities assumed for business combinations, income taxes and contingencies. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivables. The Company’s cash and cash equivalents are generally held with large, diverse high quality financial institutions worldwide. Deposits held with these financial institutions generally are in excess of the amount of insured limits provided on such deposits, if any. The Company’s investment policies limit investments in marketable securities to investment-grade securities. The Company does not have significant concentrations in any one issuer of debt securities and the average portfolio maturity of its marketable securities is currently less than one year and the maximum maturity allowed by its policy is two years.

The Company’s accounts receivable are subject to credit risks. The accounts receivable are unsecured and are derived from the Company’s worldwide customer base. The risk with respect to accounts receivables is mitigated by credit evaluations the Company performs on its customers, the short duration of its payment terms for the significant majority of the Company’s customer contracts and by the diversification of its customer base. No customer accounted for 10% or more of the Company’s total revenues for the years ended January 31, 2014, 2015 and 2016. One customer accounted for 17% of the Company’s accounts receivable as of January 31, 2015. One customer accounted for 15% of the Company’s accounts receivable as of January 31, 2016. No customer accounted for 10% or more of the Company’s total revenues for the nine months ended October 31, 2015 and 2016 (unaudited). One customer accounted for 15% of its accounts receivable as of October 31, 2016 (unaudited).

Foreign Currency

The reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is their respective local currency. The assets and liabilities of the subsidiaries are translated to U.S. dollars at the exchange rate on the balance sheet date. Equity transactions are translated using historical exchange rates. Revenues and expenses are translated at the average exchange rate during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included in Other comprehensive income (loss). Foreign exchange gains and losses from changes in the exchange rates underlying intercompany balances that are of a long-term investment nature are also reported as a component of Other comprehensive income (loss). All assets and liabilities denominated in a currency other than the functional currency are remeasured into the functional currency with gains and losses recognized in Other income (expense), net in the consolidated statements of operations. The Company recorded net foreign currency transaction gains or (losses) of $(0.2) million, $(2.3) million and $(2.3) million for the years ended January 31, 2014, 2015 and 2016, respectively, and of $0.2 million (unaudited) and $(3.0) million (unaudited) for the nine months ended October 31, 2015 and 2016, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original or remaining maturities of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. The Company does not hold or issue financial instruments for trading purposes. As of January 31, 2015, January 31, 2016 and October 31, 2016, $50.5 million, $92.2 million and $50.7 million (unaudited), respectively, of cash and cash equivalents were invested in money market accounts and commercial paper.

F-9

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Marketable Securities

The Company’s marketable securities consist of U.S. agency obligations, U.S. treasury securities, U.S. corporate securities, certificates of deposit and commercial paper. The Company classifies marketable securities as available-for-sale at the time of purchase based on intentions regarding these instruments and reevaluates the classifications at each balance sheet date. The Company may sell these securities at any time for use in current operations or for other purposes, such as consideration for acquisitions, even if they have not yet reached maturity. The Company classifies marketable securities with contractual maturities less than 12 months as short-term and those with contractual maturities greater than 12 months as long-term in the accompanying consolidated balance sheets. All marketable securities are recorded at their estimated fair value with any unrealized gains and losses, net of taxes, included in Other comprehensive income (loss). The Company periodically evaluates investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely that it will sell the securities before the recovery of their cost basis. Realized gains and losses and declines in value judged to be other-than-temporary are determined based on the specific identification method and are reported in Other income (expense), net in the consolidated statements of operations.

Restricted Cash

Restricted cash consists of collateral for letters of credit related to facility operating leases, corporate credit cards and customer indemnifications. The terms of the restricted cash related to the facility operating lease agreements and corporate credit cards are tied to each specific agreement. The terms of the restricted cash related to customer indemnifications are related to litigation that was settled in April 2015. As of January 31, 2015, January 31, 2016 and October 31, 2016, the Company had restricted cash of $9.7 million, $3.3 million and $4.0 million (unaudited), respectively, recorded in Other assets, and $0 million, $0.5 million and $0 million (unaudited), respectively, recorded in Prepaid expenses and other current assets in the accompanying consolidated balance sheets.

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s accounts receivable are recorded at invoiced amounts, net of the estimated allowances for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine whether a specific allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified.

The following table summarizes the accounts receivable allowance activity (in thousands):

	Year Ended January 31,									Nine Months Ended October 31, 2016
	2014			2015			2016
										(unaudited)
Balance at beginning of period	$	—		$	114		$	474		$	656
Provision		129			428			419			130
Write-offs		(15	)		(68	)		(237	)		(113	)
Balance at end of period	$	114		$	474		$	656		$	673

F-10

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Fair Value Measurements

The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the accompanying consolidated financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, due to their short-term nature. The fair value of debt approximates the carrying value, as the Company estimates that the interest rate that the Company would be required to pay on the issuance of debt with similar terms is not materially different than the existing interest rate.

Deferred Offering Costs

Deferred offering costs, consisting of direct legal, accounting and other fees relating to the Company’s IPO, are capitalized. The deferred offering costs will be offset against net IPO proceeds at closing. No amounts were deferred as of January 31, 2015. As of January 31, 2016 and October 31, 2016 (unaudited), the Company deferred $0.4 million and $3.4 million, respectively, which are recorded as Other assets in the accompanying consolidated balance sheets.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over their estimated useful lives. The Company uses an estimated useful life of three years for computer equipment and software, and three to five years for furniture and fixtures. Leasehold improvements and assets acquired under capital leases are amortized over the shorter of the lease term or the estimated useful life of the related asset or improvement.

The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There was no impairment of property and equipment recorded for the years ended January 31, 2014, 2015 or 2016, or for the nine months ended October 31, 2016.

Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the accompanying consolidated statement of operations for the period realized.

Goodwill, Intangible Assets and Impairment Assessments

Goodwill represents the excess of the purchase price paid for an acquired business over the fair value of the underlying net tangible and intangible assets. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as one reporting unit and has selected the first day of the fourth fiscal quarter as the date to perform its annual impairment test. The Company may first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is “more likely than not” that the fair value of the reporting unit is less than its carrying amount and whether the two-step impairment test on goodwill is required. If, based upon qualitative factors, it is “more likely than not” that the fair value of a

F-11

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

reporting unit is greater than its carrying amount, the Company will not be required to proceed to a two-step impairment test on goodwill. The first step of the two-step impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. As the carrying value of the Company’s reporting unit is negative, the Company would be required to bypass the first step of the two-step impairment test and proceed directly to the second step if it was concluded as part of the qualitative assessment that it was more likely than not that a goodwill impairment exists.

Intangible assets that are not considered to have an indefinite life are amortized over their useful lives. On a periodic basis, the Company evaluates the estimated remaining useful life of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. The carrying amounts of these assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.

The Company did not recognize any goodwill or intangible asset impairment charges for the year ended January 31, 2014, 2015 or 2016, or for the nine months ended October 31, 2016.

Acquisitions

The Company has accounted for all of its acquisitions using the purchase method as required under the provisions of ASC 805, Business Combinations. Assets acquired and liabilities assumed are recorded at fair values at the date of acquisition. The Company completed insignificant business acquisitions and recorded goodwill of $1.9 million and $0.5 million during the years ended January 31, 2014 and 2016, respectively. The Company did not acquire any businesses during the year ended January 31, 2015 or nine months ended October 31, 2016.

Revenue Recognition

The Company recognizes revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the Company’s fee is fixed or determinable, and (4) collectability is probable or reasonably assured.

For sales to direct end users and channel partners, including resellers, distributors and managed service providers, the Company recognizes product revenue upon delivery, assuming all other revenue recognition criteria are met. It is the Company’s practice to require the identification of an end-user customer prior to accepting an order from a channel partner, and the Company typically delivers to the end user. The Company generally does not grant channel partners rights of return or price protection but does offer channel partners a discounted price enabling them to obtain a margin between their sales price offered to end-user customers and the sales price purchased from the Company.

Subscription Revenue

Subscription revenue is related to: (i) time-based on-premises license agreements bundled with maintenance and support, (ii) software-as-a-service (SaaS) subscriptions where the license agreement is bundled with maintenance

F-12

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

and support as well as hosting services, and (iii) software maintenance and support agreements associated with perpetual licenses. The Company’s maintenance and support agreements provide customers with the right to receive unspecified software upgrades, maintenance releases and patches released during the term of the maintenance agreement on a when-and-if-available basis and rights to technical support. Revenue for these arrangements is recognized on a straight-line basis over the term of the longest deliverable in the arrangement, typically one or three years.

License Revenue

The Company generates its license revenue through the sale of on-premises perpetual software license agreements.

Perpetual licenses are generally sold in combination with maintenance and support agreements and frequently with professional services and/or training and are accounted for under software revenue recognition guidance. Accordingly, the Company uses the residual method to determine the amount of license revenue to be recognized. Under the residual method, consideration is allocated to undelivered elements based upon vendor-specific objective evidence (VSOE) of fair value of those elements, with the residual of the arrangement fee allocated to and recognized as license revenue. The Company determines VSOE of maintenance and support for its on-premises perpetual licenses and professional services based upon the price charged when those services are sold separately.

Professional Services and Other Revenue

The Company also provides professional services and training. Professional services revenue is comprised of fees from consulting services related to the implementation and configuration of the Company’s applications and do not involve significant production, modification or customization of software. Professional services arrangements are typically short term in nature and are generally completed within 180 days from the start of service. Professional services and other revenue is generally recognized upon delivery when sold in conjunction with a perpetual license, or ratably over the term of the arrangement when sold in conjunction with a time-based license or a SaaS subscription which are typically accounted for under the software revenue recognition guidance.

Remix and Other Rights

Certain of the Company’s sales contracts provide customers with the right to remix product usage from a fixed list of products. If such rights only allow the end customer to remix among contractually licensed software products and restrict usage to a combination of software products having cumulative value of no greater than the total license fee, revenue derived from the arrangement is recognized upon delivery of at least one copy of each licensed and remixable product, provided the remaining criteria for revenue recognition have been met. Certain of the Company’s other sales contracts provide customers with the right to exchange between like-kind products, and revenue on such arrangements is recognized upon delivery of the initially licensed products, provided the remaining criteria for revenue recognition have been met. Revenue derived from arrangements containing rights to exchange products that are not like-kind and do not qualify as remix rights are accounted for as a customer deposit. The revenue derived from these arrangements is not recognized until the remix rights lapse, provided the remaining criteria for revenue recognition have been met. Customer deposits included in Other long-term liabilities in the accompanying consolidated balance sheets totaled $1.1 million, $1.8 million and $0.0 million (unaudited) as of January 31, 2015, January 31, 2016 and October 31, 2016, respectively.

Multiple Element Arrangements

The majority of the Company’s multiple element arrangements are from perpetual and time-based software licenses and SaaS subscriptions that are generally sold in combination with maintenance and support service and

F-13

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

frequently with professional services and/or training and are typically accounted for under the industry-specific software revenue recognition guidance. Subscription and hosting fees, if applicable, from sales of SaaS subscriptions are in almost all cases subject to the industry-specific software revenue recognition guidance because it is the Company’s practice to allow customers to take possession of the hosted software at any time during the hosting period for no penalty and it is feasible for the customers to either run the software on their own hardware or contract with another party unrelated to the Company to host the software. Under the industry-specific software revenue recognition guidance, if the Company has fair value of all the elements in the arrangement, revenue should be allocated between multiple elements based on the relative fair values of those elements. The fair value of an element must be based on VSOE. VSOE of fair value is based upon the price charged when the same element is sold separately. In determining VSOE of fair value, the Company requires that a substantial majority of the selling prices fall within a reasonably narrow pricing range. In addition, the Company considers geographies and customer classifications in determining VSOE of fair value. The Company’s software licenses and SaaS subscriptions are generally not sold on a stand-alone basis, and therefore, the Company has not established VSOE of fair value for the software licenses and SaaS subscriptions. When VSOE of fair value of delivered elements is not available, revenue is recognized using the residual method based on VSOE of fair value of the undelivered elements. If the only undelivered item is maintenance and support services for which the Company does not have VSOE of fair value, revenue is recognized on a straight-line basis over the term of the maintenance and support services. In the majority of transactions involving perpetual licenses, the arrangements have undelivered maintenance and support and professional services for which VSOE of fair value has been established, and accordingly, the Company has applied the residual method to recognize license revenue for these arrangements. For arrangements that have two or more undelivered services such as maintenance and support services, hosting services or professional services for which the Company has not established VSOE of fair value, the Company uses the combined services approach to recognize revenue for these transactions. Under the combined services approach, the entire fee is recognized on a straight-line basis, once the software has been delivered and the provision of each undelivered service has commenced, over the longer of the maintenance and support services period, the hosting period, or the period the professional services are expected to be performed. In arrangements where the Company does not have VSOE of fair value for an undelivered element, the arrangement fees are allocated between the elements on a residual basis using the best estimated selling price for revenue classification purposes. The determination of whether deliverables within a multiple element arrangement can be treated separately for revenue recognition purposes involves significant judgment, such as whether VSOE of fair value has been established on undelivered elements. Changes to the Company’s assessments of the accounting units in a multiple deliverable arrangement or the ability to establish VSOE of fair value could change the timing of revenue recognition.

Fees are typically considered to be fixed or determinable at the inception of an arrangement, generally based on specific products and quantities to be delivered. Substantially all of the Company’s contracts do not include rights of return or acceptance provisions. The Company recognizes revenue once the acceptance provisions or right of return lapses to the extent that its agreements contain such terms. Customer payment terms generally range from net 30 to 90 days. In the event payment terms are provided that significantly differ from the Company’s standard business practices, the fees may be deemed not to be fixed or determinable and revenue is recognized when the payments become due, provided the remaining criteria for revenue recognition have been met.

The Company assesses the ability to collect from its customers based on a number of factors, including creditworthiness of the customer and past transaction history of the customer. If the customer is not deemed creditworthy, the Company defers revenue from the arrangement until payment is received and all other revenue recognition criteria have been met.

F-14

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Deferred Revenue

Deferred revenue reflects amounts billed for sales of software licenses, SaaS subscriptions, maintenance and support, hosting and professional service revenues for which products or services are undelivered or transactions for which all revenue recognition criteria have not been met. For customer arrangements that provide a right of refund or when the arrangement contains rights to exchange products that are not like-kind and do not qualify for remix rights, the Company’s practice, prior to receiving payment from the customer, is to net unpaid deferred revenue for that customer against the related receivable balance. After receiving payment from the customer and prior to fulfilling the Company’s contractual obligations, the paid deferred revenue is reclassified to customer deposit.

Cost of Revenues

Cost of Subscription Revenue

Cost of subscription revenue includes the direct and indirect costs related to the Company’s SaaS operations and customer support organization. The Company’s SaaS operations costs are driven by its SaaS datacenter operations, including third-party hosting facilities, depreciation and amortization, and allocated overhead for facilities and IT, as well as employee compensation costs. The cost of the Company’s customer support organization includes employee compensation costs and allocated overhead for facilities and IT.

Cost of License Revenue

Cost of license revenue consists primarily of the cost of royalties for third-party software and amortization of acquired intangible assets.

Cost of Professional Services and Other Revenue

Cost of professional services and other revenue includes all direct and indirect costs to deliver the Company’s professional services and training, including employee compensation for global professional services and training personnel, travel costs and allocated overhead for facilities and IT.

Commissions

Sales commissions that are incremental and directly related to acquiring customer sales contracts are deferred upon execution of a non-cancelable customer contract, and subsequently amortized to expense over the term of such contract in proportion to the revenue recognized. As of January 31, 2015, January 31, 2016 and October 31, 2016, the Company had total deferred commissions of $15.6 million, $28.8 million and $27.0 million (unaudited), respectively. Commission expense was $8.7 million, $19.3 million and $27.3 million for the years ended January 31, 2014, 2015 and 2016, respectively, and $16.0 million (unaudited) and $20.3 million (unaudited) for the nine months ended October 31, 2015 and 2016, respectively.

Warranties and Product Indemnifications

The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if their customer data is compromised due to a breach of information security, if the Company’s applications or services infringe a third-party’s intellectual property rights, if the Company has violated applicable laws, or if the Company is negligent or commits acts of willful misconduct. To date, the Company has not incurred any significant costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. The Company is unable to reasonably estimate the

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(Continued)

maximum potential impact of these indemnifications on its future consolidated results of operations due to its limited and infrequent history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.

The Company enters into service level agreements with customers, particularly SaaS subscription customers, warranting defined levels of uptime and support response times, and permitting those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with its service level agreements the Company has not incurred any significant costs and has not accrued any liabilities in the consolidated financial statements.

The Company’s software license agreements also generally include a warranty that the software will operate substantially as described in the applicable program documentation for a period of 30 days after delivery. The Company’s professional services are generally warranted to be performed in a professional manner and in a manner that will comply with the terms of the customer agreements. To date, the Company has not incurred any material costs associated with these warranties.

Research and Development

The costs to develop software have not been capitalized because releases of the Company’s applications generally occur shortly after the attainment of technological feasibility. As such, all software development costs are expensed as incurred and included in Research and development expense in the accompanying consolidated statements of operations.

Advertising Costs

Advertising costs are expensed as incurred. These amounts are included in Sales and marketing expenses in the accompanying consolidated statements of operations. Such costs were $0.5 million, $1.3 million and $2.3 million for the years ended January 31, 2014, 2015 and 2016, respectively, and $1.9 million (unaudited) and $0.7 million (unaudited) for the nine months ended October 31, 2015 and 2016, respectively.

Operating Leases

The Company leases facilities under operating leases. For leases that contain rent escalation or rent concession provisions, it records the total rent expense during the lease term on a straight-line basis over the term of the lease. The Company records the difference between the rent paid and the straight-line rent expense as a current and non-current deferred rent liability in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in the accompanying consolidated balance sheets.

In addition, the Company records landlord allowances for non-structural tenant improvements as deferred rent in Accrued expenses and other liabilities and Other long-term liabilities, respectively, in the accompanying consolidated balance sheets. These landlord allowances are amortized over the lease term as a reduction of rent expense.

Stock-based Compensation

The Company recognizes compensation expense related to stock-based awards, including stock options and restricted stock units (RSUs), based on the estimated fair value of the award on the grant date, in the accompanying consolidated statements of operations over the related vesting periods. The expense recorded is based on awards ultimately expected to vest and therefore is reduced by estimated forfeitures. Forfeitures are

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(Continued)

estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company calculates the fair value of stock options using the Black-Scholes Option-Pricing model. The fair value of RSUs represents the estimated fair value of the Company’s common stock on the date of grant. For service-based awards, stock-based compensation is recognized using the straight-line attribution approach over the requisite service period, which is generally four years, net of estimated forfeitures. For performance based awards, stock-based compensation is recognized using the accelerated attribution method, based on the probability of achieving the performance targets over the requisite service period for the entire award. For awards that contain market conditions, compensation expense is measured using a Monte Carlo simulation model and recognized using the accelerated attribution method over the derived service period based on the expected market performance as of the grant date. Certain awards vest upon the satisfaction of both a service condition of up to four years and a liquidity event condition. The liquidity condition is satisfied upon the occurrence of a qualifying event, defined as a change of control transaction or the effective date of the Company’s IPO. No compensation expense will be recognized until the performance condition is achieved, at which time the cumulative compensation expense using the accelerated attribution method from the service start date will be recognized.

The Company accounts for equity awards issued to non-employees, such as consultants, in accordance with the guidance relating to equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services, using the Black-Scholes Option-Pricing model to determine the fair value of such instruments. Awards granted to non-employees are remeasured over the vesting period, and the resulting value is recorded as an expense over the period the services are received.

Stock Repurchases

Shares repurchased by the Company are recorded when the trade occurs. Direct costs incurred to repurchase the shares are included in repurchase costs. Shares formally or constructively retired are deducted from Common stock for par value and from Accumulated deficit for the excess over par value.

Segment Reporting

The Company operates its business as one operating segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.

Income Taxes

The Company accounts for income taxes in accordance with the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled.

The Company records a valuation allowance to reduce its deferred tax assets to the amount the Company believes is more likely than not to be realized. In assessing the need for a valuation allowance, the Company has considered its historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets, the Company has recorded a full valuation allowance against its deferred tax assets. Realization of its deferred tax assets is dependent primarily upon future jurisdiction taxable income.

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(Continued)

The Company recognizes and measures uncertain tax positions using a two-step approach provided in authoritative guidance. The first step is to evaluate the tax position taken or expected to be taken by determining whether the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation process. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Significant judgment is required to evaluate uncertain tax positions. The Company evaluates its uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of audit and effective settlement of audit issues. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense in the accompanying consolidated statements of operations.

Net Loss and Pro Forma Net Loss Per Share

The Company calculates its basic and diluted net loss per share by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, options to purchase common stock, and common stock warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share in all periods as their effect is anti-dilutive.

Unaudited Pro Forma Stockholders’ Deficit and Net Loss Per Share

Upon the effectiveness of the registration statement filed under the Securities Act in connection with the Company’s IPO, and assuming an IPO price of at least $9.90217, all of the outstanding shares of redeemable convertible preferred stock will automatically convert into shares of common stock. The unaudited pro forma stockholders’ deficit data set forth in this prospectus has been prepared assuming the automatic conversion of all outstanding shares of the redeemable convertible preferred stock into 74,656,115 shares of common stock. The unaudited pro forma net loss per share for the year ended January 31, 2016 and the nine months ended October 31, 2016 set forth in this prospectus has been prepared assuming the automatic conversion of all outstanding shares of redeemable convertible preferred stock (using the if-converted method) into common stock as though the conversion had occurred on the original dates of issuance.

Recently Issued Accounting Pronouncements

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard, Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, as amended, which will supersede nearly all existing revenue recognition guidance. Under ASU 2014-09, an entity is required to recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services. ASU No. 2014-09 defines a five-step process in order to achieve this core principle, which may require the use of judgment and estimates, and also requires expanded qualitative and quantitative disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and estimates used.

The FASB has recently issued several amendments to the new standard, including clarification on accounting for licenses of intellectual property and identifying performance obligations. The amendments include ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606)—Principal versus Agent Considerations, which was issued in March 2016, and clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09, and ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606)—Identifying Performance

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(Continued)

Obligations and Licensing, which was issued in April 2016, and amends the guidance in ASU No. 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property.

The new standard permits adoption either by using (i) a full retrospective approach for all periods presented in the period of adoption or (ii) a modified retrospective approach with the cumulative effect of initially applying the new standard recognized at the date of initial application and providing certain additional disclosures. The new standard is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016. The Company does not plan to early adopt, and accordingly, will adopt the new standard effective February 1, 2018.

The Company currently plans to adopt using the full retrospective approach; however, a final decision regarding the adoption method has not been finalized at this time. The Company’s final determination will depend on a number of factors such as the significance of the impact of the new standard on the Company’s financial results, system readiness, including that of software procured from third-party providers, and the Company’s ability to accumulate and analyze the information necessary to assess the impact on prior period financial statements, as necessary.

The Company is in the initial stages of its evaluation of the impact of the new standard on its accounting policies, processes, and system requirements. The Company has assigned internal resources in addition to the engagement of third party service providers to assist in the evaluation. Furthermore, the Company has made and will continue to make investments in systems to enable timely and accurate reporting under the new standard. While the Company continues to assess all potential impacts under the new standard there is the potential for significant impacts to the timing of recognition of subscription revenue, particularly time-based licenses, and professional services revenue, and contract acquisition costs, both with respect to the amounts that will be capitalized as well as the period of amortization.

Under current industry-specific software revenue recognition guidance, the Company has historically concluded that it did not have VSOE of fair value of the undelivered services related to time-based licenses, and accordingly, has recognized time-based licenses and related services ratably over the subscription term. Professional services included in an arrangement with subscription revenue has also been recognized ratably over the subscription term. The new standard, which does not retain the concept of VSOE, requires an evaluation of whether time-based licenses and related services, including professional services, are distinct performance obligations and therefore should be separately recognized at a point in time or over time. Depending on the outcome of the Company’s evaluation, the timing of when revenue is recognized could change significantly for time-based licenses and professional services under the new standard.

As part of its preliminary evaluation, the Company has also considered the impact of the guidance in ASC 340-40, Other Assets and Deferred Costs; Contracts with Customers, and the interpretations of the FASB Transition Resource Group for Revenue Recognition (TRG) from their November 7, 2016 meeting with respect to capitalization and amortization of incremental costs of obtaining a contract. As a result of this new guidance, the Company preliminarily believes that it will capitalize additional costs of obtaining the contract, including additional sales commissions, as the new cost guidance, as interpreted by the TRG, requires the capitalization of all incremental costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained, provided the Company expects to recover the costs. Under the Company’s current accounting policy, it would only capitalize such costs if they are both incremental and directly related to acquiring the customer. Additionally, the Company preliminarily believes that the amortization period for its deferred commission costs will be longer than the contract term as the new cost guidance requires entities to determine whether the costs relate to specific anticipated contracts. Therefore, the Company believes that the

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(Continued)

period of benefit, as interpreted by the TRG, for deferred commission costs will likely be longer than the initial contract period. Under the Company’s current accounting policy, it amortizes the capitalized costs over the underlying contractual period.

While the Company continues to assess the potential impacts of the new standard, including the areas described above, and anticipates this standard could have a material impact on its consolidated financial statements, the Company does not know or cannot reasonably estimate quantitative information related to the impact of the new standard on the financial statements at this time.

Stock-based Compensation

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting to simplify the accounting for share-based payment transactions, including the income tax consequences, an option to recognize gross share-based compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. ASU No. 2016-09 is effective for annual reporting period beginning after December 15, 2017, and interim periods within those years beginning after December 15, 2018 and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of this standard on its consolidated financial statements and related disclosures.

In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification Topic (ASC) 718, Compensation-Stock Compensation, as it relates to such awards. ASU No. 2014-12 was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted using either of two methods: (i) prospective to all awards granted or modified after the effective date or (ii) retrospective to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter, with the cumulative effect of applying ASU No. 2014-12 as an adjustment to the opening retained earnings balance as of the beginning of the earliest annual period presented in the financial statements. The adoption of this guidance did not have a material impact on its consolidated financial statements.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Lease (Topic 842), which requires companies to recognize lease liabilities and corresponding right-of-use leased assets on the balance sheet and to disclose key information about leasing arrangements. ASU No. 2016-02 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2018 and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of this standard on its consolidated financial statements and related disclosures.

Financial Instruments

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. With respect to the Company’s consolidated financial statements, the most significant impact relates to the accounting for equity

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(Continued)

investments. It will impact the disclosure and presentation of financial assets and liabilities. ASU 2016-01 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. The Company is currently in the process of evaluating the impact of the adoption of this standard on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU No. 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU No. 2016-13 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2019. The Company is currently in the process of evaluating the impact of the adoption of this standard on its consolidated financial statements.

Income Taxes

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which amends existing guidance to require that deferred income tax liabilities and assets be classified as noncurrent in a classified balance sheet, and eliminates the prior guidance which required an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified balance sheet. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company early adopted ASU No. 2015-17 during fiscal year 2016 on a retrospective basis. The adoption of ASU No. 2015-17 resulted in a $1.9 million decrease in current deferred tax liabilities and non-current deferred tax assets as of January 31, 2015.

Debt Issuance Costs

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. ASU No. 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015; however, early adoption is permitted for financial statements that have not been previously issued. ASU No. 2015-03 is to be applied retrospectively to all periods presented. The Company early adopted ASU No. 2015-03 in the year ended January 31, 2015 and recorded debt issuance costs of $0.9 million and $1.5 million in Long-term debt in the accompanying consolidated balance sheets as of January 31, 2015 and 2016, respectively, and $0.5 million (unaudited) in current maturities of long-term debt in the accompanying consolidated balance sheet as of October 31, 2016.

Going Concern

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU No. 2014-15 will be effective for fiscal years ending after December 15, 2016 and interim periods within fiscal years beginning after December 15, 2016, with early adoption permitted. The Company does not believe the adoption of this guidance will have a material impact on its consolidated financial statements.

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(Continued)

Statement of Cash Flows

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which aims to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No. 2016-15 will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. ASU No. 2016-15 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017 and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of this standard on its consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18) which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of this standard on its consolidated financial statements.

2. Fair Value Measurements

The Company categorizes assets and liabilities recorded at fair value on the accompanying consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows:

• Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

• Level 3—Inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The following table presents the fair value of the Company’s financial assets and liabilities using the above input categories (in thousands):

	As of January 31, 2015
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Restricted Cash		Short-term Marketable Securities		Long-term Marketable Securities
Cash	$	20,507	$	—	$	—		$	20,507	$	20,507	$	—	$	—	$	—
Level 1:
Money market accounts		60,157		—		—			60,157		50,493		9,664		—		—
		60,157		—		—			60,157		50,493		9,664		—		—
Level 2:
Certificates of deposit		60		—		—			60		—		60		—		—
		60		—		—			60		—		60		—		—
Total	$	80,724	$	—	$	—		$	80,724	$	71,000	$	9,724	$	—	$	—
	As of January 31, 2016
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Restricted Cash		Short-term Marketable Securities		Long-term Marketable Securities
Cash	$	55,616	$	—	$	—		$	55,616	$	55,616	$	—	$	—	$	—
Level 1:
Money market accounts		96,058		—		—			96,058		92,211		3,847		—		—
		96,058		—		—			96,058		92,211		3,847		—		—
Total	$	151,674	$	—	$	—		$	151,674	$	147,827	$	3,847	$	—	$	—
	As of October 31, 2016
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Restricted Cash		Short-term Marketable Securities		Long-term Marketable Securities
Cash	$	44,468	$	—	$	—		$	44,468	$	43,856	$	612	$	—	$	—
Level 1:
Money market accounts		54,010		—		—			54,010		50,650		3,360		—		—
		54,010		—		—			54,010		50,650		3,360		—		—
Level 2:
Certificates of deposit		1,679		1		—			1,680		—		—		1,680		—
Commercial paper		7,729		—		(2	)		7,727		—		—		7,727		—
Corporate bonds		25,414		—		(40	)		25,374		—		—		18,515		6,859
U.S. government agencies		12,679		—		(7	)		12,672		—		—		7,425		5,247
		47,501		1		(49	)		47,453		—		—		35,347		12,106
Total	$	145,979	$	1	$	(49	)	$	145,931	$	94,506	$	3,972	$	35,347	$	12,106

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(Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Cash equivalents and short-term and long-term marketable securities. The Company values its Level 1 assets, consisting of money market funds, using quoted prices in active markets for identical instruments. Its investments in available-for-sale debt securities such as certificates of deposit, commercial paper, corporate bonds and U.S. government agency securities are classified within Level 2. The Company measures the fair values of these assets with the help of a pricing service. The fair value of the assets are derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques.

During the years ended January 31, 2015 and 2016, and the nine months ended October 31, 2016, the Company had no transfers of financial assets or liabilities between Level 1 and Level 2 or between Level 2 and Level 3 of the fair value hierarchy.

The Company may sell certain of its marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and duration management. The maturities of the Company’s long-term marketable securities range from one to two years.

The Company considers the declines in market value of its marketable securities investment portfolio as of October 31, 2016 to be temporary in nature and does not consider any of its investments other-than-temporarily impaired. The Company typically invests in highly-rated securities, and its investment policy generally limits the amount of credit exposure to any one issuer. The policy generally requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio. When evaluating an investment for other-than-temporary impairment the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates and the Company’s intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the investment’s cost basis.

The carrying amounts reflected in the accompanying consolidated balance sheets for accounts receivable, prepaid expenses and other current assets, other assets, accounts payable and accrued liabilities approximate their respective fair values based on the existing payment terms.

The Company has cash equivalents that consist of money market accounts and commercial paper that mature in 90 days from the date of purchase. Restricted cash consists of collateral for letters of credit related to facility leases, corporate credit cards and customer indemnifications held in money market accounts and certificates of deposit. The Company’s money market accounts are classified as Level 1 within the fair value hierarchy because they are valued using quoted market prices. The Company’s certificates of deposit are classified as Level 2 within the fair value hierarchy because they are valued primarily using observable inputs other than quoted prices in active markets for identical assets. The carrying value of the Company’s cash equivalents and restricted cash approximate their fair values.

The Company’s long-term debt is considered a Level 2 instrument. The fair value of these borrowings approximates the carrying value, as the Company estimates that the interest rate that the Company would be required to pay on the issuance of debt with similar terms and discounting the cash flows at that rate is not materially different than the existing interest rate.

Under the terms of its term loan facility, if the Company is sold or completes an IPO, a cash fee (Contingent Lender Fee) is owed to the lender. The Company, with the assistance of a third-party valuation firm, estimated

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(Continued)

the fair value of the Contingent Lender Fee using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity. The Contingent Lender Fee could range from $0.4 million to $3.0 million. The fair value of the Contingent Lender Fee was originally estimated at the loan origination date of February 12, 2014, to be $0.8 million. For the years ended January 31, 2015 and 2016, the Company recorded a gain of $0.3 million and a loss of $0.7 million, respectively, as a result the change in fair value of the Contingent Lender Fee due to changes in expected draw amounts. The Company expects to pay a Contingent Lender Fee of $1.5 million upon the completion of an IPO due to its full draw down of the term loan. The change in the fair value of the Contingent Lender Fee is recorded in Other income (expense), net in the accompanying consolidated statement of operations. See Note 5, Debt for additional information regarding the Contingent Lender Fee.

The change in the Contingent Lender Fee liability is as follows (in thousands):

	Year Ended January 31,					Nine Months Ended October 31, 2016
	2015			2016
						(unaudited)
Beginning balance	$	—		$	594	$	1,405
Initial fair value measurement		840			—		—
Accretion of discount to interest expense		55			83		95
Change in fair value		(301	)		728		—
Ending balance	$	594		$	1,405	$	1,500

3. Property and Equipment

Property and equipment consisted of the following (in thousands):

	As of January 31,						As of  October 31, 2016
	2015			2016
							(unaudited)
Computer equipment and software	$	9,823		$	16,156		$	20,630
Furniture and fixtures		2,238			3,498			3,699
Leasehold improvements		4,203			9,344			9,290
Construction in process		213			1,086			530
Property and equipment		16,477			30,084			34,149
Less: accumulated depreciation		(5,615	)		(11,962	)		(16,801	)
Property and equipment, net	$	10,862		$	18,122		$	17,348

Depreciation and amortization expense was $1.6 million, $3.8 million and $6.4 million for the years ended January 31, 2014, 2015 and 2016, respectively, and $4.6 million (unaudited) and $5.9 million (unaudited) for the nine months ended October 31, 2015 and 2016, respectively.

As of January 31, 2015, January 31, 2016 and October 31, 2016, property and equipment acquired under capital lease agreements, all of which is included in Computer equipment and software was $5.2 million, $8.7 million and $8.7 million (unaudited), respectively. Accumulated depreciation of property and equipment acquired under these capital leases was $1.5 million, $4.1 million and $6.2 million (unaudited) as of January 31, 2015, January 31, 2016 and October 31, 2016, respectively.

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APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

4. Capital Lease Obligations

During the fiscal years ended January 31, 2015 and 2016, the Company entered into equipment leases that qualified as capital leases totaling $3.0 million and $3.5 million, respectively. The Company did not incur any borrowings under capital leases in the nine months ended October 31, 2016. The lessor has a security interest in the leased equipment and software, and the term or each of these leases is three years.

Future minimum payments under the capital leases as of January 31, 2016 are as follows (in thousands):

Year Ended January 31
2017	$	2,987
2018		1,990
2019		615
2020 and thereafter		—
Net minimum lease payments		5,592
Less: interest		(407	)
Present value of net minimum lease payments		5,185
Less: current portion		(2,704	)
Capital lease obligations, less current portion	$	2,481

Future minimum payments under the capital leases as of October 31, 2016 are as follows (in thousands):

Year Ended January 31	(unaudited)
Remainder of 2017	$	701
2018		1,990
2019		615
2020 and thereafter		—
Net minimum lease payments		3,306
Less: interest		(176	)
Present value of net minimum lease payments		3,130
Less: current portion		(2,145	)
Capital lease obligations, less current portion	$	985

Capital leases are recorded in Current maturities of long-term debt and Long-term debt, net of current maturities in the accompanying consolidated balance sheets.

5. Debt

On February 12, 2014, the Company entered into a Senior Loan and Security Agreement and a Subordinated Loan and Security Agreement (collectively the Loan Agreements) with a lender for a revolving credit facility and a term loan facility, respectively.

The Company has the ability to borrow up to $30.0 million through the revolving credit facility, which matures on February 12, 2017, subject to an accounts receivable borrowing base. In addition to the stated borrowing limit, the available revolving credit facility is subject to a cap on borrowings based upon 80% of the eligible accounts

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APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

receivable balance as defined by the Loan Agreements. Principal can be paid and re-borrowed during the term of the revolving credit facility. Interest payments are due monthly and the interest rate is based on the prime rate plus 1.0%, which was 4.50% as of January 31, 2016 and October 31, 2016. No amounts were outstanding and $30.0 million was available for use under the revolving credit facility as of January 31, 2016 and October 31, 2016, respectively.

The revolving credit facility contains a minimum sale bookings covenant that increases quarterly through its maturity, with which the Company was in compliance as of January 31, 2016 and October 31, 2016.

The Company has borrowed $20.0 million under the term loan facility as of January 31, 2016 and October 31, 2016. Interest-only payments are due monthly at a fixed annual rate of 11.0%, and the full principal balance is due upon maturity of the loan on April 1, 2017. If the Company prepays the principal balance prior to the maturity date, there will be a prepayment penalty of up to 3.0% of the outstanding term loan facility balance at time of prepayment.

Borrowings under the Loan Agreements are collateralized by substantially all of the assets of the Company. The credit facilities contain customary representations and warranties and customary affirmative and negative covenants applicable to the Company, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, and dividends and other distributions. During the year ended January 31, 2016 and the nine months ended October 31, 2016, the Company was not in compliance with certain covenants for which waivers were subsequently obtained.

Warrants

In connection with the term loan facility, the Company agreed to issue warrants to purchase up to 201,636 shares of common stock with an exercise price of $1.60 per share. The Company issued warrants to purchase 50,410 shares of its common stock upon execution of the Loan Agreements and the remaining shares were to be issued at future dates based upon cumulative draws on the term loan facility. Additional warrants to purchase 30,244 shares and 120,982 shares of the Company’s common stock were issued to the Company’s lender during the years ended January 31, 2015 and 2016, respectively, as a result of the cumulative draws on the term loan facility.

The fair value of the warrants issued to purchase an aggregate of 80,654 shares and 120,982 shares of common stock during the years ended January 31, 2015 and 2016, respectively, was $0.2 million and $1.4 million, respectively, determined using the Black-Scholes option-pricing model with the following assumptions:

	Year Ended January 31,
	2015			2016
Fair market value of common stock	$	3.15–$3.75		$	12.80
Risk-free interest rate		2.7%–2.8	%		1.9	%
Expected life (years)		10.0			8.4
Expected dividends		—			—
Volatility		42	%		49	%

Under the FASB ASC 470 Topic Debt, the Company determined the fair value of the warrants issued in the years ended January 31, 2015 and 2016, respectively, to be $0.2 million and $1.3 million, respectively, which is recorded as a debt issuance cost.

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APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Contingent Lender Fee

Under the terms of the term loan facility, if the Company is sold or completes its IPO, the Contingent Lender Fee will be paid in cash to the lender. The Contingent Lender Fee can range from $0.4 million to $3.0 million, as determined by the sum of three parts: (i) $375,000 fixed fee, (ii) the product of $1,125,000 multiplied by the percentage of the aggregate amount of all term loan facility advances less $5.0 million, divided by $15.0 million, and (iii) in the event of a company sale, the product of the aggregate of all term loan facility advances multiplied by a percentage ranging from 0% to 7.5%, based on the date of the sale as follows:

Date of Sale	Percentage
On or before August 31, 2015		0.0	%
After August 31, 2015 and on or before February 28, 2016		2.5	%
After February 28, 2016 and on or before May 30, 2016		5.0	%
After May 30, 2016		7.5	%

Based on the nature of the Contingent Lender Fee arrangement, the Company determined that the commitment should be accounted for as a derivative instrument. As a result, the Company, with the assistance of a third-party valuation firm, determined the fair value of the aggregate Contingent Lender Fee to be $0.8 million, which was recorded as a debt issuance cost and a Contingent Lender Fee liability upon execution of the Loan Agreements. The Contingent Lender Fee liability is accounted for at fair value at each reporting period with corresponding changes recorded to Other income (expense), net in the accompanying consolidated statements of operations.

During the year ended January 31, 2015, the Company incurred $1.4 million in debt issuance costs consisting of commitment fees of $0.4 million, fair value of common stock warrants of $0.2 million, and the Contingent Lender Fee of $0.8 million. During the year ended January 31, 2016, the Company incurred $1.3 million in debt issuance costs relating to additional common stock warrant fair value. The debt issuance costs are reported as a reduction of the debt balance and are amortized to interest expense over the contractual term of the respective revolving credit facility and the term loan facility. As of January 31, 2015, January 31, 2016 and October 31, 2016, the total remaining unamortized deferred costs were $0.9 million, $1.5 million and $0.5 million (unaudited), respectively.

The future minimum principal payments on the revolving credit facility and the term loan facility outstanding as of each of January 31, 2016 and October 31, 2016 were $20.0 million due in the year ended January 31, 2018.

6. Commitments and Contingencies

Operating Leases

The following is a schedule of future minimum lease payments, by year, required under operating leases that have initial terms in excess of one year as of January 31, 2016 (in thousands):

Year Ended January 31
2017	$	6,362
2018		6,553
2019		6,611
2020		6,645
2021		6,522
2022 and thereafter		8,498
Total minimum payments required	$	41,191

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APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The following is a schedule of future minimum lease payments, by year, required under operating leases that have initial terms in excess of one year as of October 31, 2016 (in thousands):

Year Ended January 31	(unaudited)
Remainder of 2017	$	1,802
2018		6,714
2019		6,666
2020		6,722
2021		6,597
2022 and thereafter		8,595
Total minimum payments required	$	37,096

Rent expense was $2.6 million, $2.9 million and $6.2 million for the years ended January 31, 2014, 2015 and 2016, respectively, and $4.9 million (unaudited) and $5.2 million (unaudited) for the nine months ended October 31, 2015 and 2016, respectively.

Purchase Commitments

As of January 31, 2016 and October 31, 2016, the Company had unconditional purchase obligations primarily related to SaaS hosted software arrangements of $6.1 million and $9.5 million (unaudited), respectively, that will be paid through the year ended January 31, 2022.

Indemnifications

In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to customers, business partners and other parties with respect to certain matters, including losses arising out of intellectual property infringement claims made by third parties, if the Company has violated applicable laws, if the Company is negligent or commit acts of willful misconduct, and other liabilities with respect to its applications and services and its business. In these circumstances, payment is typically conditional on the other party making a claim pursuant to the procedures specified in the particular contract. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in its condensed consolidated financial statements.

In addition, the Company has entered into indemnification agreements with its directors and certain of its executive officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers.

Legal Matters

On April 16, 2015, the Company entered into a Patent License and Settlement Agreement (the Agreement) with CA, Inc. (CA) pursuant to which the Company resolved all pending litigation between it and CA, including a patent case that CA brought against the Company in the United States District Court for the Eastern District of New York, and a declaratory judgment action that the Company brought against CA in California. The cases were dismissed by the respective courts with prejudice. Pursuant to the Agreement, the parties agreed to dismiss with prejudice all claims and counterclaims at issue, including all claims against the Company’s executive officers involved in the declaratory judgment action. In connection with the settlement, the Company agreed to a fixed payment to CA of $10.0 million in a first installment of $5.0 million paid in May 2015 and a second

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APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

installment of $5.0 million paid in April 2016. As a result, the Company recorded a settlement charge of $10.0 million in General and administrative expenses in the accompanying consolidated statements of operations for the year ended January 31, 2015. As of January 31, 2016, the carrying value of the unpaid settlement consideration was approximately $5.0 million and was recorded in Accrued expenses and other current liabilities in the accompanying consolidated balance sheets. The Company evaluated whether the settlement included multiple elements and whether any of those elements resulted in any future benefit. Following the evaluation, the Company concluded that each additional element of the settlement has no identifiable future benefit, as the underlying technology was not used in the Company’s past applications, is not used in the its current applications and is not intended to be used in its prospective applications.

In addition, the Company is subject to certain routine legal proceedings, as well as demands and claims that arise in the normal course of its business. The Company makes a provision for a liability related to legal matters when it is both probable that a liability will be incurred and the amount of such liability can be reasonably estimated. These provisions are reviewed periodically and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. In the Company’s opinion, the resolution of any pending claims, either individually or in the aggregate, is not expected to have a material adverse impact on its consolidated results of operations, cash flows or financial position, nor is it possible to provide an estimated amount of any such losses. However, the unfavorable resolution of a matter could materially affect the Company’s future consolidated results of operations, cash flows, or financial position.

7. Redeemable Convertible Preferred Stock

Redeemable convertible preferred stock as of January 31, 2016 and October 31, 2016 (unaudited) consisted of the following (in thousands):

	Date of Issuance		Shares Authorized		Shares Issued and Outstanding		Liquidation Amount		Proceeds, Net of Issuance Costs
Series A		April 2008		22,000		22,000	$	5,500	$	5,402
Series B		April 2010		16,998		16,998		11,000		10,970
Series C		December 2011		8,469		8,469		20,000		19,890
Series D		January 2013		8,567		8,567		50,000		49,912
Series E		July 2014		7,069		7,069		70,000		69,963
Series F		October-November 2015		11,553		11,553		158,375		154,010
				74,656		74,656	$	314,875	$	310,147

The holders of redeemable convertible preferred stock have various rights and preferences, as follows:

Contingent Redemption

The holders of redeemable convertible preferred stock have no voluntary rights to redeem shares. A liquidation, dissolution or winding up of the Company, a greater than 50% change in control, or a sale of substantially all of its assets would constitute a redemption event. Although the redeemable convertible preferred stock is not mandatorily or currently redeemable, a liquidation, dissolution or winding up of the Company would constitute a redemption event outside its control. Therefore, all shares of redeemable convertible preferred stock have been presented outside of permanent equity.

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APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Conversion Rights

The redeemable convertible preferred stock is convertible into common stock, at the option of the holder thereof, at any time after the date of issuance on a one-for-one basis, subject to adjustments for anti-dilutive equity transactions, stock splits, stock combinations, reorganization, recapitalization, subdivision reclassification or other similar event (collectively, Recapitalizations). Each share of Series A redeemable convertible preferred stock (Series A), Series B redeemable convertible preferred stock (Series B), Series C redeemable convertible preferred stock (Series C) and Series D redeemable convertible preferred stock (Series D) shall automatically be converted into shares of common stock (a) at any time upon the affirmative election of the holders of a majority of the outstanding shares of each such Series of preferred stock then outstanding (with Series A and Series B voting together as a single class and on an as-converted to common stock basis) or (b) immediately upon the closing of a firm commitment underwritten IPO pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the Securities Act), covering the offer and sale of common stock for the account of the Company in which (i) the per-share price is at least $7.29534 (as adjusted for Recapitalizations) and (ii) the gross cash proceeds to the Company (before underwriting commissions and expenses) are at least $35 million. Each share of Series E redeemable convertible preferred stock (Series E) shall automatically be converted into shares of common stock (a) at any time upon the affirmative election of the holders of a majority of the Series E then outstanding or (b) immediately upon the closing of a firm commitment underwritten IPO pursuant to an effective registration statement filed under the Securities Act, covering the offer and sale of common stock for the account of the Company in which the per-share price is at least $9.90217 (as adjusted for Recapitalizations). Each share of Series F redeemable convertible preferred stock (Series F) shall automatically be converted into shares of common stock (a) at any time upon the affirmative election of the holders of at least 53% of the Series F then outstanding or (b) immediately upon the closing of a firm commitment underwritten IPO pursuant to an effective registration statement filed under the Securities Act, covering the offer and sale of common stock for the account of the Company. Upon any foregoing automatic conversion, any declared and unpaid dividends shall be paid. Under certain circumstances, the preferred conversion rate applicable to Series A, B, C, D, E and F will be adjusted from a one-to-one basis to a higher conversion rate due to the issuance of securities below the preferred conversion rate applicable to Series A, B, C, D, E and F that are not excludable from the preferred conversion rate calculation applicable to each such Series. As of October 31, 2016, no such adjustment of the applicable conversion rate of the outstanding preferred stock of the Company has occurred. Additionally, in the event of the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act in which the Company’s market capitalization, as determined by multiplying the number of shares of its common stock outstanding immediately prior to the closing of such an offering by the price per share of common stock to be sold in such offering, is less than $1.9 billion, then the conversion price for the Series F would be equal to the greater of (i) the offering price per share or (ii) $11.411003 per share.

Dividends

Series A, B, C, D, E and F holders are entitled to dividends at a rate of $0.02, $0.052, $0.189, $0.467, $0.792 and $1.097, respectively, per share, per annum. Dividends are payable only when and if declared by the Company’s Board of Directors and are not cumulative. No dividends have been declared to date.

Liquidation Preference

Liquidation preferences are distributed with equal priority and pro rata distribution to the Series A, B, C, D, E and F holders. The per-share liquidation values for Series A, B, C, D, E and F are $0.25, $0.6472, $2.36143, $5.83627, $9.90217 and $13.70879, respectively, subject to adjustment for Recapitalizations, plus any declared

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(Continued)

and unpaid dividends. Assets legally available for distribution after payment of the full liquidation preference for the preferred stockholders are distributed to holders of common stock, Series A, B, C, D, E and F on an as-if-converted to common stock basis.

Voting Rights

Each holder of shares of redeemable convertible preferred stock is entitled to voting rights equivalent to the number of shares of common stock into which the respective shares are convertible.

8. Equity Award Plan

Common Stock Reserved for Future Issuance

The Company had reserved shares of common stock for future issuance as follows (in thousands):

	As of January 31, 2016		As of October 31, 2016
			(unaudited)
Stock options outstanding		15,880		14,027
RSUs outstanding		8,508		21,639
Shares issued and issuable under common stock warrants		202		202
Stock options and RSUs available for future grant		8,050		2,546
Redeemable convertible preferred stock		74,656		74,656
Total shares of common stock reserved		107,296		113,070

During the nine months ended October 31, 2016, the Company awarded 1.1 million RSUs (unaudited) to one of its executives for which performance metrics had not been determined yet. Accordingly, the terms of these RSUs are not considered final and the RSUs are not considered granted for accounting purposes; however, these RSUs are reflected in the disclosures above.

2008 Stock Plan

As of October 31, 2016, the Company was authorized to grant up to 61,156,716 shares of common stock to employees, directors, and consultants pursuant to incentive and non-statutory stock options, RSUs and restricted stock grants under the Company’s 2008 Stock Plan, as amended (the 2008 Plan), with 2,546,322 shares of common stock available for issuance. Options granted under the 2008 Plan generally expire 10 years from the date of grant and are generally issued at the fair value of the underlying shares of common stock on the date of grant as determined by the Company’s Board of Directors. The 2008 Plan provides that incentive and nonstatutory stock options may also be granted for not less than 100% of the fair value of the common stock at the date of grant (not less than 110% of the fair value of common stock at the date of grant for incentive stock options to employees that own more than 10% of voting power of all classes of stock at the time of grant). Vesting periods for options to purchase common stock are determined by the Company’s Board of Directors and generally provide for the options to vest over a four-year period, typically with a 25% cliff after the first year and then monthly thereafter based on continued service. Awards with performance conditions are generally subject to a required service period along with the performance condition. RSUs granted under the 2008 Plan generally vest over a four-year period, typically with a 25% cliff after the first year and then quarterly thereafter based on continued service. RSUs are generally settled upon vesting as shares of the Company’s common stock.

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APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Stock Option Activity

A summary of the Company’s stock option activity and related information is as follows:

	Options Outstanding (Thousands)			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (Thousands)
Balance as of January 31, 2013		15,107		$	0.36		8.91	$	18,701
Granted		12,172		$	1.60
Exercised		(9,506	)	$	1.00
Forfeited or expired		(1,777	)	$	0.57
Balance as of January 31, 2014		15,996		$	0.90		9.27	$	24,529
Granted		4,797		$	4.74
Exercised		(3,563	)	$	0.69
Forfeited or expired		(1,367	)	$	1.32
Balance as of January 31, 2015		15,863		$	2.07		8.40	$	78,501
Granted		4,104		$	7.77
Exercised		(2,449	)	$	1.23
Forfeited or expired		(1,638	)	$	3.70
Balance as of January 31, 2016		15,880		$	3.49		7.88	$	146,697
Granted (unaudited)		94			12.59
Exercised (unaudited)		(993	)		2.58
Forfeited or expired (unaudited)		(954	)		5.52
Balance as of October 31, 2016 (unaudited)		14,027		$	3.48		7.08	$	129,325
Options vested and expected to vest as of January 31, 2016		14,468		$	3.27		7.80	$	136,867
Options vested and expected to vest as of October 31, 2016 (unaudited)		13,448		$	3.35		7.03	$	125,763
Options vested and exercisable as of January 31, 2016		6,921		$	1.72		7.13	$	76,189
Options vested and exercisable as of October 31, 2016 (unaudited)		9,542		$	2.48		6.70	$	97,484

The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised under the 2008 Plan was $12.5 million, $15.1 million and $24.2 million for the years ended January 31, 2014, 2015 and 2016, respectively, and $15.8 million (unaudited) and $9.9 million (unaudited) for the nine months ended October 31, 2015 and 2016, respectively.

The Company measures compensation expense for all share-based payment awards, including stock options and RSUs, based on the estimated fair values on the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option pricing model utilizing the assumptions noted below:

Fair value of common stock. Because the Company’s common stock is not yet publicly traded, the Company must estimate the fair value of common stock in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Expected volatility. Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Since the Company does not have sufficient trading history of its common stock, it estimates the expected volatility of its stock options at their grant date by taking the weighted average historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options.

Expected term. The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options vesting term and contractual expiration period, as it does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

Risk-free interest rate. The Company uses the average of the published interest rates of U.S. Treasury zero-coupon issues with terms consistent with the expected term of the awards to determine the risk-free interest rate.

Expected dividends. Since the Company does not anticipate paying any cash dividends in the foreseeable future, it uses an expected dividend yield of 0%.

The estimated forfeiture rate is based on an analysis of historical forfeitures and will continue to be evaluated based on actual forfeiture experience, analysis of employee turnover behavior, and other factors. Further, to the extent the Company’s actual forfeiture rate is different from this estimate, stock-based compensation is adjusted accordingly.

The following weighted average assumptions were used to calculate the fair value of employee option grants made during the following periods:

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
										(unaudited)
Fair market value of common stock	$	1.70–$2.43		$	4.48–$7.02		$	8.10–$12.94		$	8.10–$10.76		$	12.52–$12.65
Expected dividend yield		—	%		—	%		—	%		—			—
Risk-free interest rate		1.2%–1.9	%		1.3%–1.9	%		1.5%–1.9	%		1.5%–1.9	%		1.1%–1.6	%
Expected volatility		47%–49	%		44%–45	%		41%–44	%		43%–44	%		43%–49	%
Expected term (in years)		6.1			6.1			6.1			6.1			4.4-6.1

The weighted-average grant-date fair value of options granted was $1.26, $2.76 and $4.39 per share during the years ended January 31, 2014, 2015 and 2016, respectively, and $4.37 (unaudited) and $5.49 (unaudited) per share during the nine months ended October 31, 2015 and 2016, respectively.

The Company has granted certain employees performance-based stock options and RSUs. The performance metrics included financial performance, non-financial performance and/or market conditions that ranged from company-wide to the individual employee level. For awards that include a performance condition, if the performance goals are not probable of being met, no compensation cost is recognized. For the awards that include a company-wide performance goal of a liquidity event condition, the liquidity condition is satisfied upon the occurrence of a qualifying event, defined as a change of control transaction or the effective date of the Company’s IPO. No compensation expense will be recognized until the performance condition is achieved, at which time the cumulative compensation expense using accelerated attribution method from the service start date will be recognized. As of January 31, 2016 and October 31, 2016, performance-based stock option awards with a total grant-date fair value of $2.1 million were outstanding with no compensation expense recognized. For the awards that include a market condition, the fair value was estimated on the date of grant using a Monte Carlo simulation model based on estimates of when such market conditions will be met. For awards that include a

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(Continued)

performance condition, if the performance goals are not probable of being met, no compensation cost is recognized and any previously recognized compensation cost is reversed.

In January 2014, one of the Company’s executives early exercised certain unvested common stock option awards on the date of grant, and entered into a promissory note with the Company for approximately $6.8 million, which was the total aggregate exercise price of the options. The note has an interest rate of 0.25% per annum, compounded annually, and is payable on each anniversary of the grant date. The note and any accrued interest shall be due and payable at the earlier of (i) January 29, 2017, (ii) the date immediately prior to the date on which the Company submits a registration statement to the SEC relating to its IPO, (iii) 90 days following the date that the executive’s service is terminated by the executive or the Company for any reason, or (iv) the date of a change of control in which the executive receives cash and/or fully tradeable, liquid public securities in exchange for his collateral. This promissory note is considered nonrecourse for accounting purposes, and, as such, the exercised award continues to be accounted for as outstanding until the note is repaid and the underlying stock options have vested. The balance of the note, including accrued interest, was fully repaid in August 2016. As a result, the Company recorded $2.8 million (unaudited) in additional paid-in capital for the exercise price of vested shares and a $4.0 million (unaudited) liability for the exercise price of the unvested early exercised shares that are subject to a repurchase right under which the Company may buy back the shares in the event the option is canceled.

As of January 31, 2016 and October 31, 2016, total unrecognized compensation cost, net of estimated forfeitures, related to unvested options, was $25.7 million and $15.4 million (unaudited), respectively, which is expected to be recognized over the weighted-average period of 2.3 years and 1.9 years (unaudited), respectively.

RSU Activity

During the years ended January 31, 2015 and 2016 and the nine months ended October 31, 2016, the Company has granted 0.8 million, 5.8 million and 13.8 million (unaudited) RSUs, respectively, to certain employees that generally vest on the satisfaction of both a service-based vesting condition and a performance-based vesting condition. The performance-based vesting condition is satisfied upon the first to occur of a “change in control” (as defined in the 2008 Plan) or the first date the recipient would be permitted to sell the Company’s securities following the completion of the offering. Vesting is conditioned on the recipient’s continued service to the Company or any of its subsidiaries through the applicable vesting date. If the recipient’s service with the Company or any of its subsidiaries terminates prior to the satisfaction of the performance-based vesting condition, the RSUs generally are forfeited. Upon the expiration of the lockup period and any other blackout period restrictions following the completion of the offering, any RSUs that have satisfied the service-based vesting condition as of that time will immediately vest and the underlying shares issued to the recipient soon thereafter. No compensation expense will be recognized until the performance condition is achieved, at which time the cumulative stock-based compensation expense using the accelerated attribution method from the service inception date will be recognized and the Company will begin recognizing stock-based compensation expense over the remaining service period. If the performance condition had occurred on January 31, 2016 or October 31, 2016, the company would have recorded an estimated $12.3 million (unaudited) or $75.9 million (unaudited), respectively, of stock-based compensation expense related to the performance-based RSUs. As of January 31, 2016 and October 31, 2016, the unrecognized compensation cost, net of estimated forfeitures, related to the performance-based RSUs was $75.0 million and $243.7 million (unaudited), respectively. The remaining weighted-average service period of the performance-based RSUs as of January 31, 2016 and October 31, 2016 was 3.5 years and 3.3 years (unaudited), respectively. Until vested and settled, the performance-based RSUs do not have the voting or dividend rights of common stock and the shares underlying these awards are not considered issued and outstanding.

F-35

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

During the year ended January 31, 2015, the Company granted 1.9 million performance-based RSUs to one of its executives. Until vested and settled, these performance-based RSUs do not have the voting or dividend rights of common stock and the shares underlying the awards are not considered issued and outstanding. The cost of these awards is determined using the estimated fair value of the Company’s common stock on the date of grant. Compensation is recognized using the accelerated attribution method over the requisite service period provided the achievement of the performance condition is deemed to be probable, which it was from inception, resulting in stock-based compensation expense of $0.7 million and $7.8 million for the years ended January 31, 2015 and 2016, respectively, and $6.5 million (unaudited) and a reversal of $5.6 million (unaudited) for the nine months ended October 31, 2015 and 2016, respectively. In the quarter ended October 31, 2016, the unvested portion of the performance-based RSUs were cancelled upon the executive’s resignation from employment with the Company. As a result, a reversal of previously recognized stock-based compensation expense of $5.6 million (unaudited) was recorded.

A summary of the Company’s RSU activity and related information is as follows:

	Number of Shares (Thousands)			Weighted- Average Grant Date Fair Value Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (Thousands)
Balance as of January 31, 2014		—		$	—		—	$	—
Granted		2,738		$	7.01
Vested and released		—		$	—
Forfeited or expired		—		$	—
Balance as of January 31, 2015		2,738		$	7.01		3.72	$	19,221
Granted		5,816		$	12.00
Vested and released		—		$	—
Forfeited or expired		(46	)	$	11.39
Balance as of January 31, 2016		8,508		$	10.39		3.34	$	108,305
Granted (unaudited)		13,796		$	12.60
Vested and released (unaudited)		—		$	—
Forfeited (unaudited)		(1,717	)	$	8.33
Balance as of October 31, 2016 (unaudited)		20,587		$	12.07		3.25	$	261,455

During the nine months ended October 31, 2016, the Company awarded 1.1 million RSUs to one of its executives for which performance metrics had not yet been determined. Accordingly, the terms of these RSUs are not considered final and the RSUs are not considered granted and are excluded from the disclosures above.

Early Exercise of Employee Options

At the discretion of the Company’s Board of Directors, certain options may be exercisable immediately at the date of grant but are subject to a repurchase right, under which the Company may buy back any unvested shares at their original exercise price in the event of an employee’s termination prior to vesting. The consideration received for an exercise of an unvested option is considered to be a deposit of the exercise price and the related amount is recorded as a liability. The shares issued upon the early exercise of these unvested stock option awards are considered to be legally issued and outstanding on the date of exercise. The related liability is reclassified into equity as the awards vest. As of January 31, 2015, January 31, 2016 and October 31, 2016, the Company had recorded $0.5 million, $0.2 million and $4.0 million (unaudited), respectively, in Accrued expenses and other current liabilities in the accompanying consolidated balance sheets related to early exercises of share-based payment awards.

F-36

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Stock Transfers

During the years ended January 31, 2015 and 2016, certain of the Company’s existing investors, or investors to whom the Company assigned its right of first refusal with respect to proposed transfers of outstanding common stock acquired outstanding common stock from current or former employees for a purchase price greater than the estimated fair value at the time of the transactions. As a result, the Company recorded stock-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transaction of $1.4 million and $0.4 million in the years ended January 31, 2015 and 2016, respectively. There was no additional stock-based compensation expense recognized related to such transactions during the year ended January 31, 2014 or the nine months ended October 31, 2016. In connection with these stock transfers, the Company either waived or assigned its rights of first refusal or other transfer restrictions applicable to such shares.

Stock-based Compensation Expense

The table below shows stock-based compensation expense recognized in the accompanying consolidated statements of operations for the following periods (in thousands):

	Year Ended January 31,						Nine Months Ended October 31,
	2014		2015		2016		2015		2016
							(unaudited)
Cost of subscription revenue	$	159	$	345	$	874	$	660	$	394
Cost of professional services and other revenue		73		165		598		333		518
Sales and marketing		2,323		3,581		4,819		3,393		2,939
Research and development		753		1,393		3,185		2,283		2,172
General and administrative		346		2,569		11,918		9,684		(2,341	)
Total stock-based compensation expense	$	3,654	$	8,053	$	21,394	$	16,353	$	3,682

During the nine months ended October 31, 2016, the Company reversed $5.6 million (unaudited) of previously recognized stock-based compensation expense related to the unvested portion of certain awards that were cancelled upon an executive’s resignation from employment with the Company.

Tender Offer

During the fourth quarter of fiscal 2016, the Company offered to purchase shares of the Company’s common stock from certain of its employees who held vested common stock and/or vested stock options as of November 1, 2015 (Eligible Stockholders). The number of shares each Eligible Stockholder other than an officer of the Company or a member of the Company’s executive staff could elect to sell was limited to 20% of such Eligible Stockholder’s vested common stock and/or vested stock options (Vested Holdings). Each Eligible Stockholder who was a member of the Company’s executive staff or officer was allowed to sell up to 10% of such Eligible Stockholder’s total Vested Holdings.

On December 29, 2015, the Company repurchased 2,639,875 shares of its common stock including 353,404 shares of vested stock options with various exercise prices, for $34.6 million of aggregate consideration. The repurchased shares were immediately retired after the settlement. The excess of purchase price over par value of $34.6 million and the direct legal and broker fees of $0.2 million were recorded in accumulated deficit. The Company also recognized stock-based compensation expense of $0.6 million for the excess of the repurchase price over the fair market value of the Company’s common stock as of the settlement date.

F-37

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

9. Income Taxes

The components of income (loss) before income taxes are as follows (in thousands):

	Year Ended January 31,
	2014			2015			2016
United States	$	(69,356	)	$	(66,880	)	$	(63,008	)
Foreign		1,479			(27,083	)		(69,942	)
Total loss before income taxes	$	(67,877	)	$	(93,963	)	$	(132,950	)

The components of the provision (benefit) for income taxes are as follows (in thousands):

	Year Ended January 31,
	2014			2015			2016
Current provision:
Federal	$	—		$	—		$	—
State		—			—			11
Foreign		484			325			1,098
Total current provision		484			325			1,109
Deferred benefit:
Foreign		(23	)		(41	)		—
Total deferred benefit		(23	)		(41	)		—
Provision for income taxes	$	461		$	284		$	1,109

The Company’s provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to loss before the provision for income taxes as follows (in thousands):

	Year Ended January 31,
	2014			2015			2016
Income tax benefit at the federal statutory rate	$	(23,078	)	$	(31,947	)	$	(45,204	)
State income taxes, net of federal benefit		(3,951	)		(2,813	)		(4,742	)
Foreign income taxes at rates other than the federal statutory rate		(44	)		3,474			13,635
Stock-based compensation		570			1,202			3,715
Change in valuation allowance		26,323			28,197			33,922
Other		641			2,171			(217	)
Total provision for income taxes	$	461		$	284		$	1,109

F-38

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	As of January 31,
	2015			2016
Deferred Tax Assets:
Net operating loss carryforwards	$	59,927		$	86,735
Deferred revenue		11,701			16,045
Other reserves and accrued expenses		6,341			10,623
Stock-based compensation		1,532			5,271
Gross deferred tax assets		79,501			118,674
Less: valuation allowance		(73,344	)		(107,692	)
Total deferred tax assets		6,157			10,982
Deferred Tax Liabilities:
Deferred commissions		(5,054	)		(8,952	)
Depreciation		(707	)		(1,342	)
Purchased technologies and other intangible assets		(29	)		(24	)
Other		(367	)		(664	)
Total deferred tax liabilities		(6,157	)		(10,982	)
Net deferred tax asset	$	—		$	—

Based on the cumulative operating losses to date, the Company believes that it is more likely than not that the deferred tax assets will not be realized, such that a full valuation allowance has been recorded. The net change to the valuation allowance during the years ended January 31, 2015 and 2016 was $28.2 million and $34.3 million, respectively.

As of January 31, 2016, the Company had U.S. federal net operating loss carryforwards of $182.1 million, which expire beginning in 2028. Of these amounts, net operating losses of $8.9 million as of January 31, 2016 represent deductions from stock-based compensation for which a benefit would be recorded in additional paid-in capital when realized. As of January 31, 2016, the Company also has state net operating loss carryforwards of $199.8 million, which expire beginning in 2020. Of these amounts, net operating losses of $6.3 million at January 31, 2016 represent deductions from stock-based compensation for which a benefit would be recorded in additional paid-in capital when realized. At January 31, 2016, the Company had foreign net operating loss carryforwards of $94.7 million, $94.1 million of which can be carried forward indefinitely and $0.6 million of which will expire beginning in 2019. Of these amounts, net operating losses of $0.7 million at January 31, 2016 represent deductions from stock-based compensation for which a benefit would be recorded in additional paid-in capital when realized.

In addition, the Company has federal research and development tax credits of $5.2 million as of January 31, 2016, which expire beginning in 2030. The Company also has California research and development tax credits of $6.1 million as of January 31, 2016, which can be carried forward indefinitely.

The Company’s ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws. In the event the Company should experience an ownership change, as defined, utilization of its net operating loss carryforwards and tax credits could be limited.

F-39

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

As of January 31, 2014, 2015 and 2016, the total amount of unrecognized tax benefits excluding interest was $3.3 million, $6.3 million and $11.5 million, respectively, of which $0 million, $0 million and $0.2 million, respectively, would impact the effective tax rate if recognized. The Company has not accrued interest or penalties related to the unrecognized tax benefits for the years ended January 31, 2014, 2015 or 2016. Although the timing and outcome of an income tax audit are highly uncertain, the unrecognized tax benefits are not expected to change in the next twelve months.

The following table summarizes the activity related to unrecognized tax benefits (in thousands):

	Year Ended January 31,
	2014		2015		2016
Gross amount of unrecognized tax benefits as of the beginning of the year	$	1,615	$	3,294	$	6,256
Additions based on tax positions related to prior year		—		—		119
Additions based on tax positions related to current year		1,679		2,962		5,111
Gross amount of unrecognized tax benefits as of the end of the year	$	3,294	$	6,256	$	11,486

The Company files federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. Due to the Company’s net operating loss carryforwards, its income tax returns generally remain subject to examination by federal and state tax authorities. The Company considers the U.S. and U.K. major tax jurisdictions and is not currently under audit in either major tax jurisdiction.

10. Segment Information and Information about Geographic Areas

The following tables present the Company’s revenue by geographic region for the periods presented:

	Year Ended January 31,						Nine Months Ended October 31,
Geography	2014		2015		2016		2015		2016
							(unaudited)
United States	$	16,420	$	59,162	$	96,815	$	64,975	$	106,311
Other Americas		684		2,315		5,451		3,908		4,828
Total Americas		17,104		61,477		102,266		68,883		111,139
United Kingdom		1,077		7,120		23,179		15,623		18,741
Other EMEA		4,616		10,516		18,409		13,223		21,471
Total EMEA		5,693		17,636		41,588		28,846		40,212
Asia Pacific		803		2,752		6,738		5,061		7,076
Total revenues	$	23,600	$	81,865	$	150,592	$	102,790	$	158,427

Substantially all of the Company’s long-lived assets were attributable to operations in the United States as of January 31, 2015 and 2016 and October 31, 2016 (unaudited).

11. Net Loss Per Share

The Company computes net loss per share of common stock in conformity with the two-class method required for participating securities. The Company considers all series of the redeemable convertible preferred stock to be participating securities as the holders of the redeemable convertible preferred stock are entitled to receive a

F-40

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

non-cumulative dividend on a pari passu basis in the event that a dividend is paid on the common stock. The holders of the redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. As such, the Company’s net losses for the years ended January 31, 2014, 2015 and 2016, and the nine months ended October 31, 2015 and 2016 (unaudited), were not allocated to these participating securities.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including common stock issuable upon conversion of the redeemable convertible preferred stock, outstanding stock-based awards, and outstanding warrants, to the extent dilutive.

The following table presents the calculation of basic and diluted net loss per share for periods presented (in thousands, except per share data):

	Year Ended January 31,									Nine Months Ended October 31,
	2014			2015			2016			2015			2016
										(unaudited)
Numerator:
Net loss	$	(68,338	)	$	(94,247	)	$	(134,059	)	$	(92,396	)	$	(95,077	)
Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted		19,932			23,781			27,657			27,173			30,115
Net loss per share, basic and diluted	$	(3.43	)	$	(3.96	)	$	(4.85	)	$	(3.40	)	$	(3.16	)

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands):

	Year Ended January 31,						Nine Months Ended October 31,
	2014		2015		2016		2015		2016
							(unaudited)
Shares subject to outstanding common stock options and RSUs		24,170		26,634		28,768		27,810		37,085
Common stock warrants issued		—		81		202		202		202
Redeemable convertible preferred stock (on an as-if-converted basis)		56,034		63,103		74,656		69,185		74,656
Total		80,204		89,818		103,626		97,197		111,943

F-41

APPDYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Unaudited Consolidated Pro Forma Net Loss per Share

Unaudited pro forma net loss per share for the year ended January 31, 2016 and the nine months ended October 31, 2016 has been computed to give effect to the automatic conversion of all outstanding redeemable convertible preferred stock into 74,656,115 shares of common stock and vesting of RSUs as follows (in thousands, except per share data):

	Year Ended January 31, 2016	Nine Months Ended October 31, 2016
	(unaudited)
Net loss
Net loss used in computing pro forma basic and diluted net loss per share
Basic and diluted shares:
Weighted-average common shares outstanding
Pro forma adjustment to reflect assumed conversion of redeemable convertible preferred stock to common stock
Pro forma basic and diluted shares
Pro forma basic and diluted net loss per share

Stock-based compensation expense associated with RSUs with both a service and a performance condition that would be probable of vesting following the satisfaction of the performance condition is excluded from this pro forma presentation. If the performance condition had occurred on January 31, 2016 or October 31, 2016, the company would have recorded an estimated $12.3 million (unaudited) or $75.9 million (unaudited), respectively, of stock-based compensation expense related to the performance-based RSUs.

Upon completion of this offering, the Company expects the proceeds from this offering will be used, in part, to fully repay the outstanding debt. The total unamortized deferred debt issuance costs that will be recognized as interest expense upon repayment of the debt have not been adjusted for in this pro forma presentation. If the prepayment of debt had occurred on October 31, 2016, the Company would have recorded an estimated $0.5 million (unaudited) of interest expense related to the deferred debt issuance costs.

12. Subsequent Events

For the consolidated financial statements as of January 31, 2015 and 2016 and each of the three years in the period ended January 31, 2016, the Company has evaluated the effects of subsequent events through August 24, 2016, the date these consolidated financial statements were available to be issued.

13. Subsequent Events (unaudited)

For the interim consolidated financial statements as of October 31, 2016 and the nine-month period then ended, the Company has evaluated the effects of subsequent events through December 6, 2016, the date these interim consolidated financial statements were available to be issued.

F-42

             Shares

AppDynamics, Inc.

Common Stock

Morgan Stanley	Goldman, Sachs & Co.	J.P. Morgan
Barclays	UBS Investment Bank	Wells Fargo Securities
William Blair		JMP Securities

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all expenses to be paid by the Registrant, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee.

	Amount to be Paid
SEC registration fee	$	11,590
FINRA filing fee		15,500
NASDAQ listing fee			*
Printing and engraving expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Blue Sky fees and expenses (including legal fees)			*
Transfer agent and registrar fees and expenses			*
Miscellaneous			*
Total	$		*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

On completion of this offering, the Registrant’s amended and restated certificate of incorporation will contain provisions that eliminate, to the maximum extent permitted by the General Corporation Law of the State of Delaware, the personal liability of the Registrant’s directors and executive officers for monetary damages for breach of their fiduciary duties as directors or officers. The Registrant’s amended and restated certificate of incorporation and bylaws will provide that the Registrant must indemnify its directors and executive officers and may indemnify its employees and other agents to the fullest extent permitted by the General Corporation Law of the State of Delaware.

Sections 145 and 102(b)(7) of the General Corporation Law of the State of Delaware provide that a corporation may indemnify any person made a party to an action by reason of the fact that he or she was a director, executive officer, employee or agent of the corporation or is or was serving at the request of a corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action 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, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation.

The Registrant has entered into indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in its amended and restated certificate of incorporation and bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

The Registrant has purchased and intends to maintain insurance on behalf of each and any person who is or was a director or officer of the Registrant against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

II-1

The Underwriting Agreement (Exhibit 1.1 hereto) provides for indemnification by the underwriters of the Registrant and its executive officers and directors, and by the Registrant of the underwriters, for certain liabilities, including liabilities arising under the Securities Act.

See also the undertakings set out in response to Item 17 herein.

Item 15. Recent Sales of Unregistered Securities.

Since June 30, 2013, the Registrant issued unregistered securities to a limited number of persons, as described below.

Sales of Series E Preferred Stock

In July 2014, the Registrant sold and issued an aggregate of 7,069,152 shares of its Series E redeemable convertible preferred stock to a total of 14 accredited investors at a purchase price per unit of $9.90217, for an aggregate purchase price of approximately $69.9 million.

Sales of Series F Preferred Stock

In October 2015 and November 2015, the Registrant sold and issued an aggregate of 11,552,805 shares of its Series F redeemable convertible preferred stock to a total of 15 accredited investors at a purchase price per unit of $13.70879, for an aggregate purchase price of approximately $158.4 million.

Warrant Issuances

In December 2014, the Registrant issued warrants to purchase an aggregate of 201,636 shares of its common stock at an exercise price of $1.60 per share to two accredited investors in connection with the entry into its credit facility.

Option and Restricted Stock Unit Issuances

The Registrant granted to certain of its executive officers, directors and employees an aggregate of 24,434,060 restricted stock units to be settled in shares of its common stock under its 2008 Plan.

The Registrant granted its executive officers, directors, employees, consultants and other service providers options to purchase an aggregate 18,767,632 shares of common stock under its 2008 Plan at exercise prices ranging from $1.60 to $13.10 per share.

Common Stock Issuances in Connection with an Acquisition

From March 2014 to March 2015, the Registrant issued 100,800 shares of its common stock as consideration to four individuals in connection with its acquisition of all the outstanding shares of a company.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the registrant believes the transactions were exempt from the registration requirements of the Securities Act of 1933, as amended (Securities Act), in reliance on Section 4(a)(2) thereof (or Regulation D or Regulation S promulgated thereunder) and Rule 701 thereunder as transactions by an issuer not involving a public offering.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

The Registrant filed the exhibits listed on the accompanying Exhibit Index of this registration statement, which is incorporated by reference herein.

II-2

(b) Financial Statement Schedules.

All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the 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 executive officers, directors and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 whether such indemnification by it is against public policy as expressed in the 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-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on December 28, 2016.

APPDYNAMICS, INC.
By:	/s/ David Wadhwani
	David Wadhwani
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Wadhwani and Randy S. Gottfried, jointly and severally, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-1 of AppDynamics, Inc. and any or all amendments (including post-effective amendments) thereto and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below:

Signature	Title	Date
/s/ David Wadhwani David Wadhwani	President, Chief Executive Officer and Director (Principal Executive Officer)	December 28, 2016
/s/ Randy S. Gottfried Randy S. Gottfried	Chief Financial Officer (Principal Financial and Accounting Officer)	December 28, 2016
/s/ Jyoti Bansal Jyoti Bansal	Chairman	December 28, 2016
/s/ Jonathan C. Chadwick Jonathan C. Chadwick	Director	December 28, 2016
/s/ Asheem Chandna Asheem Chandna	Director	December 28, 2016
/s/ Dev C. Ittycheria Dev C. Ittycheria	Director	December 28, 2016
/s/ Ravi Mhatre Ravi Mhatre	Director	December 28, 2016

II-4

Signature	Title	Date
/s/ Gary M. Reiner Gary M. Reiner	Director	December 28, 2016
/s/ Charles J. Robel Charles J. Robel	Director	December 28, 2016
/s/ David C. Scott David C. Scott	Director	December 28, 2016

II-5

EXHIBIT INDEX

Exhibit Number	Description
1.1	Form of Underwriting Agreement.
3.1	Amended and Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect.
3.2	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the completion of this offering.
3.3	Bylaws of the Registrant, as currently in effect.
3.4	Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the completion of this offering.
4.1	Sixth Amended and Restated Investors’ Rights Agreement, dated November 8, 2015, by and among the Registrant and certain of its stockholders.
4.2	Form of Warrant to purchase common stock issued by the Registrant to Silicon Valley Bank and WestRiver Mezzanine Loans, LLC.
4.3	Allocation Agreement between the Registrant and General Atlantic (AD), L.P., dated November 8, 2015.
4.4	Allocation Agreement between the Registrant and Altimeter Partners Fund, L.P., dated November 8, 2015.
4.5	Allocation Agreement between the Registrant and Adage Capital Partners, LP, dated November 8, 2015.
4.6	Specimen common stock certificate of the Registrant.
5.1*	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1+	Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
10.2+*	2017 Equity Incentive Plan and forms of agreements thereunder.
10.3+	Amended and Restated 2008 Stock Plan and forms of agreements thereunder.
10.4	Office Lease, by and between the Registrant and Kilroy Realty 303, LLC, dated as of May 20, 2011, as amended.
10.5	Senior Loan and Security Agreement, by and between the Registrant and Silicon Valley Bank, dated February 12, 2014, as amended.
10.6+	Director Agreement, between the Registrant and Dev Ittycheria, dated April 20, 2011.
10.7+	Offer Letter, between the Registrant and Charles J. Robel, dated March 28, 2014.
10.8+	Offer Letter, between the Registrant and David Scott, dated June 8, 2015.
10.9+	Offer Letter, between the Registrant and Jonathan Chadwick, dated December 16, 2016.
10.10+	Offer Letter, between the Registrant and David Wadhwani, dated December 23, 2016.
10.11+	Offer Letter, between the Registrant and Randy S. Gottfried, dated December 14, 2016.
10.12+	Offer Letter, between the Registrant and Dali Rajic, dated December 14, 2016.
10.13+	Offer Letter, between the Registrant and Bhaskar Sunkara, dated December 14, 2016.
10.14+	Offer Letter, between the Registrant and Joseph E. Sexton, dated October 30, 2012.
10.15+	Amended and Restated Offer Letter, between the Registrant and Jyoti Bansal, dated December 10, 2014.

Exhibit Number	Description
10.16+	Transition, Separation and General Release Agreement between the Registrant and Joseph E. Sexton, dated July 31, 2016.
10.17+	Summary of 2016 Annual Incentive Plan.
10.18+*	2017 Employee Stock Purchase Plan and form of agreement thereunder.
10.19+	Executive Incentive Compensation Plan.
10.20+	Change in Control and Severance Policy.
10.21+	Outside Director Compensation Policy.
10.22	Form of Common Stock Purchase Agreement.
21.1	List of subsidiaries of the Registrant.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1	Power of Attorney (see page II-4 of this registration statement on Form S-1).

* To be filed by amendment.

+ Indicates a management contract or compensatory plan.

EX-1.1

Exhibit 1.1

AppDynamics, Inc.

Common Stock, par value $0.001 per share

Underwriting Agreement

[●], 2017

Morgan Stanley and Co. LLC

Goldman, Sachs & Co.

As representatives of the several Underwriters

         named in Schedule I hereto,

c/o Morgan Stanley and Co. LLC

1585 Broadway

New York, NY 10036

c/o Goldman, Sachs & Co.

200 West Street

New York, NY 10282-2198

Ladies and Gentlemen:

AppDynamics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for who you are acting as representatives (the “Representatives”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Common Stock, par value $0.001 (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

1. The Company represents and warrants to, and agrees with, each of the Underwriters that:

(i) A registration statement on Form S–1 (File No. 333-[●]) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and

the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(a)(iii) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”; any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act is hereinafter called a “Section 5(d) Communication”; and any Section 5(d) Communication that is a written communication within the meaning of Rule 405 under the Act is hereinafter called a “Section 5(d) Writing”);

(ii) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and the Pricing Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(iii) For the purposes of this Agreement, the “Applicable Time” is [●] p.m. (Eastern time) on the date of this Agreement; the Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, and each Section 5(d) Writing listed on Schedule II(b) hereto, each as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus or Section 5(d) Writing in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(iv) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty

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shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(v) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any change in the capital stock (other than as a result of the exercise of stock options, the vesting of restricted stock units or the granting of stock options or restricted stock units in the ordinary course of business pursuant to the Company’s equity compensation plans that are described in the Pricing Prospectus, the termination of outstanding stock options or restricted stock units in the ordinary course of business pursuant to the Company’s equity compensation plans that are described in the Pricing Prospectus in connection with the termination of service providers of the Company or the repurchase of shares of Stock which were issued pursuant to restricted stock purchase agreements or the early exercise of stock options by option holders) or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), otherwise than as set forth or contemplated in the Pricing Prospectus;

(vi) Neither the Company nor any of its subsidiaries own any real property. The Company and its subsidiaries have good and marketable title to all personal property (other than with respect to Intellectual Property (as defined below), which is addressed exclusively in subsection (xxv)), owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus (such as the liens and encumbrances imposed in connection with the Company’s credit facility), those over equipment that we lease in the ordinary course of business, or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them, to the Company’s knowledge, under valid, subsisting and enforceable leases (subject to the effects of (A) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting rights or remedies of creditors generally; (B) the application of general principles of equity (including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether enforcement is considered in proceedings at law or in equity); and (C) applicable law and public policy with respect to rights to indemnity and contribution) with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries;

(vii) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Pricing Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified or be in good standing would not individually or in the aggregate have a Material Adverse Effect; and each subsidiary of the Company has been duly incorporated or formed and is validly existing as a corporation or other business organization in good

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standing under the laws of its jurisdiction of incorporation, formation or organization, to the extent that the concept of “good standing” is applicable under the laws of such jurisdiction, except where the failure to be so qualified or to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect;

(viii) The Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the description of the Company’s capital stock contained in the Pricing Disclosure Package and the Prospectus; and all of the issued shares of capital stock and equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (other than liens, encumbrances, equities or claims imposed in connection with the Company’s credit facility, which is described in the Pricing Prospectus);

(ix) The Shares to be issued and sold by the Company to the Underwriters have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be validly issued and fully paid and non-assessable and will conform to the description of the Company’s capital stock contained in the Pricing Disclosure Package and the Prospectus;

(x) The issue and sale of the Shares to be sold by the Company and the compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) the Certificate of Incorporation or By-laws or similar organizational documents of the Company or any of its subsidiaries, or (C) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; except in the case of (A) and (C) for such breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue of the Shares to be sold by the Company and the sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except for the registration under the Act of the Shares, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements, the approval for listing on the NASDAQ Market (the “Exchange”) and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;

(xi) Neither the Company nor any of its subsidiaries (A) is in violation of its Certificate of Incorporation or By-laws or similar organizational documents or (B) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of (B) for such defaults as would not, individually or in the aggregate, have a Material Adverse Effect;

(xii) The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Stock and under the captions “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock” and “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair;

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(xiii) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or, to the Company’s knowledge, any officer or director of the Company is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(xiv) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Pricing Prospectus, will not be required to be registered as an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(xv) At the time of filing the Initial Registration Statement the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Act;

(xvi) Ernst & Young, LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(xvii) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that complies with the requirements of the Exchange Act applicable to the Company and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptable accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (it being understood that this subsection shall not require the Company to comply with Section 404 of the Sarbanes-Oxley Act of 2002 as of an earlier date than it would otherwise be required to so comply under applicable law). Except as set forth in the Pricing Prospectus, the Company is not aware of any material weaknesses in its internal control over financial reporting;

(xviii) Since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting;

(xix) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act applicable to the Company; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective;

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(xx) This Agreement has been duly authorized, executed and delivered by the Company;

(xxi) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer agent, employee, affiliate or other person acting on behalf of the Company or any of their subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; (iv) violated or is in violation of any provision of the Bribery Act 2010 of the United Kingdom; or (v) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. The Company and its subsidiaries, and to the Company’s knowledge, its controlled affiliates, have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws in all material respects. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws;

(xxii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the Company or any of its subsidiaries (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(xxiii) (A) None of the Company or any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or other relevant sanctions authority (collectively, “Sanctions”), (ii) does any business with or involving the government of, or any person or project located in, any country targeted by any Sanctions, (iii) is located, organized or resident in a country or territory that is the subject of Sanctions or (iv) funds or facilitates any business or project of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, in each case other than as permitted under such Sanctions; (B) none of the Company, any of its subsidiaries, or to the Company’s knowledge, its controlled affiliates, is controlled (within the meaning of the executive orders or regulations promulgating Sanctions) by any government or by one or more persons that is the subject or target of Sanctions; (C) the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; (D) the Company has implemented and maintains adequate internal controls and procedures to monitor and audit transactions that are reasonably designed to detect and prevent any use of the proceeds from the offering contemplated hereby that is inconsistent with any of the Company’s representations and obligations under clause (C) of this paragraph; and (E) for the past 5 years, the

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Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction was the subject of Sanctions;

(xxiv) Except as described in the Pricing Prospectus and the Prospectus, there are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the Act except as have been validly waived or complied with;

(xxv) The Company and its subsidiaries own or possess, or can acquire on commercially reasonable terms, adequate rights to use all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or as described in the Pricing Prospectus to be operated by them in all material respects (the “Company Intellectual Property”). Other than as set forth in the Pricing Disclosure Package, neither the Company nor any of its subsidiaries has received any written notice of any infringement of, or conflict with, asserted rights of others with respect to any Intellectual Property that would render any Intellectual Property invalid or inadequate to protect the interest of the Company and any of its subsidiaries therein, except as would not individually or in the aggregate have a Material Adverse Effect. The Company and its subsidiaries have taken commercially reasonable steps, in accordance with normal industry practice, to secure interests in the Company Intellectual Property from their employees, consultants, agents and contractors in the course of their service to the Company. There are no outstanding options, licenses or agreements of any kind relating to the Company Intellectual Property owned by the Company or any of its subsidiaries that are required to be described in the Registration Statement, the Pricing Prospectus and the Prospectus and are not described in all material respects. The Company and its subsidiaries are not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not described in all material respects. No government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries, and no governmental agency or body, university, college, other educational institution or research center has any claim or right in or to any Company Intellectual Property that is owned or purported to be owned by the Company or any of its subsidiaries. The Company and its subsidiaries have used all software and other materials distributed under a “free,” “open source,” or similar licensing model (including but not limited to the GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in material compliance with all license terms applicable to such Open Source Materials, except where the failure to comply would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required (i) the Company or any of its subsidiaries to permit reverse-engineering of any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries; or (ii) any products or services of the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries, to be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge, except, in the case of each of (i) and (ii) above, such as would not reasonably be expected to result in a Material Adverse Effect;

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(xxvi) The statistical and market-related data included in the Pricing Prospectus and the Prospectus are based on or derived from estimates and sources that the Company believes to be reliable and accurate in all material respects;

(xxvii) The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are, in the Company’s reasonable judgment, commercially prudent and customary in the business in which it is engaged;

(xxviii) Except as described in the Pricing Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its subsidiaries have filed all federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes due thereon. Except as described in the Pricing Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, no material tax deficiency has been determined adversely to the Company or any of its subsidiaries and the Company does not have any knowledge of any tax deficiencies;

(xxix) From the time of the initial confidential submission of a registration statement relating to the Shares with the Commission (or, if earlier, the first date on which a Section 5(d) Communication was made) through the date hereof, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”);

(xxx) The financial statements included in the Registration Statement, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; except as otherwise stated in the Registration Statement, Pricing Prospectus and Prospectus, such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement, Pricing Prospectus and Prospectus present fairly in all material respects the information required to be stated therein. The selected historical financial data and the summary financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the captions “Prospectus Summary – Summary Consolidated Financial and Other Data” and “Selected Consolidated Financial Data” present fairly in all material respects the historical information included therein. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Act or the rules and regulations promulgated thereunder;

(xxxi) The Company and its subsidiaries (i) are in material compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; and

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(xxxii) The Company has not taken, directly or indirectly, any action that was designed to or that has constituted or that might reasonably be expected to cause or result in the manipulation of the price of any security of the Company to facilitate the sale of the Shares.

2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $[●], the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase at their election up to [●] Optional Shares, at the purchase price per share set forth in clause (a) of the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus.

4. (a) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on behalf of the Company, through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Company at least forty-eight hours in advance. The Company will cause the certificates representing the Shares, if any, to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, [●] a.m., New York City time, on [●], 2017 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Shares, [●] a.m., New York City time, on the date specified by the Representatives in each written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”; and

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(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(j) hereof will be delivered at the offices of Goodwin Procter LLP, 135 Commonwealth Drive, Menlo Park, California 94025 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at [●] p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form reasonably approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus relating to the Shares or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or subject itself to taxation in any such jurisdiction in which it was not otherwise subject to taxation;

(c) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement (or such later time as may be agreed by the Company and the Representatives) and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the

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Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer (whose names and addresses the Underwriters shall furnish to the Company) in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon as practicable (which may be satisfied by filing with the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)), but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Company Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise without the prior written consent of the Representatives; provided, however, that the foregoing restrictions shall not apply to (a) Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or the exercise, conversion or exchange of a security outstanding on the date hereof, provided that such option or security is disclosed in or contemplated by the Pricing Prospectus, (c) the issuance by the Company of Common Stock or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, in each case pursuant to the Company’s equity compensation plans disclosed in the Pricing Prospectus, (d) the entry into an agreement providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, (e) the entry into any agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, (f) the shares of Stock to be sold in a private placement transaction exempt from registration with the Commission, pursuant to those certain Allocation Agreements by and between the Company and each of General Atlantic (AD), L.P., Altimeter Partners Fund, L.P. and Adage Capital Partners, LP and (g) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company’s equity compensation plans that are described in the Pricing Prospectus or any assumed employee benefit plan contemplated by clause (d); provided that in the case of clauses (d) and (e), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (d) and (e) shall not exceed 10% of the total number of shares

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of the Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement and provided further that in the case of clauses (b) through (f) the Company shall cause each recipient of such securities to execute and deliver to you, on or prior to the issuance of such securities, a lock-up agreement on substantially the same terms as the lock-up agreements referenced in Section 8(h) hereof for the remainder of the Lock-Up Period and enter stop transfer instructions with the Company’s transfer agent and registrar on such securities, which the Company agrees it will not waive or amend without the prior written consent of the Representatives;

If the Representatives, in their sole discretion, agree to release or waive the restrictions in the lock-up letters delivered pursuant to Section 1(b)(iv) or Section 8(h) hereof, in each case for an officer or director of the Company, and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Annex III hereto through a major news service at least two business days before the effective date of the release or waiver, if required by FINRA Rule 5131;

(f) During a period of three years from the effective date of the Registration Statement, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act, to furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided that no reports, documents or other information need to be furnished pursuant to this Section 5(f) to the extent they are available on EDGAR;

(g) During a period of three years from the effective date of the Registration Statement, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders, and to deliver to you as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission); provided that no reports, documents or other information need to be furnished pursuant to this Section 5(g) to the extent they are available on EDGAR;

(h) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

(i) To use its reasonable best efforts to list for trading, subject to official notice of issuance, the Shares on the Exchange;

(j) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;

(k) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) of the Commission’s Informal and Other Procedures (16 CFR 202.3a);

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(l) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred; and

(m) To promptly notify you if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the Act and (ii) completion of the 180-day restricted period referred to in Section 5(e) hereof.

6. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; and each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II(a) hereto;

(b) The Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Section 5(d) Communications, other than Section 5(d) Communications with the prior consent of the Representatives with entities that are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a) under the Act; and (ii) it has not distributed, or authorized any other person to distribute, any Section 5(d) Writings, other than those distributed with the prior consent of the Representatives that are listed on Schedule II(b) hereto; and the Company reconfirms that the Underwriters have been authorized to act on its behalf in engaging in Section 5(d) Communications;

(c) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show; and

(d) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Section 5(d) Writing prepared or authorized by it, any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Section 5(d) Writing prepared or authorized by it would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Section 5(d) Writing or other document which will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus or Section 5(d) Writing prepared or authorized by the Company made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

7. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky

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Memorandum, if any, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey, if any; (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Shares; (vi) the cost of preparing any stock certificates, if any; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives (not including the Underwriters and their representatives) and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show; provided, however, that the Underwriters shall pay the greater of (A) the first $100,000 of travel and lodging expenses of the representatives (not including the Underwriters and their representatives) and officers of the Company and any consultants noted above or (B) 50% of the cost of any aircraft chartered in connection with the road show (with the Company paying the remaining 50% of the cost); (ix) the costs and expenses related to any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act, including expenses associated with the production of meeting slides and graphics, and travel and lodging expenses of the representatives (not including the Underwriters and their representatives) and officers of the Company; and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section; provided, however, that the amount payable by the Company pursuant to subsection (iii) and the fees and disbursements of counsel to the Underwriters described in subsection (v) of this Section 7 shall not exceed an aggregate of $30,000. It is understood, however, that the Company shall bear the cost of any other matters not directly relating to the sale and purchase of the Shares pursuant to this Agreement, and that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, any advertising expenses connected with any offers they may make, all travel expenses of the Underwriters and their representatives in connection with the road show or any communications with potential investors undertaken in reliance on Section 5(d) of the Act, and all lodging expenses of the Underwriters and their representatives in connection with the road show or any communications with potential investors undertaken in reliance on Section 5(d) of the Act.

8. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

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(b) Goodwin Procter LLP, counsel for the Underwriters, shall have furnished to you their written opinion, dated such Time of Delivery, in the form set forth in Annex II(a);

(c) Wilson Sonsini Goodrich & Rosati, P.C., counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in the form set forth in Annex II(b);

(d) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, Ernst & Young, LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a form of the letter to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of each Time of Delivery is attached as Annex I(b) hereto);

(e) (i) The Company and its subsidiaries, taken as a whole, shall not have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the capital stock (other than as a result of the exercise of stock options, the vesting of restricted stock units or the granting of stock options or restricted stock units in the ordinary course of business pursuant to the Company’s equity compensation plans that are described in the Pricing Prospectus, the termination of outstanding stock options or restricted stock units in the ordinary course of business pursuant to the Company’s equity compensation plans that are described in the Pricing Prospectus in connection with the termination of service providers of the Company or the repurchase of any shares of Stock which were issued pursuant to restricted stock purchase agreements or the early exercise of stock options by option holders) or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus;

(f) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or NASDAQ Market; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal, or New York or California State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

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(g) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to official notice of issuance, on the Exchange;

(h) The Company shall have obtained and delivered to the Underwriters executed copies of a lock-up letter agreement from each officer and director and holders representing substantially all of the shares of the capital stock of the Company, substantially to the effect set forth in Annex IV hereto in form and substance reasonably satisfactory to you;

(i) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement;

(j) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company reasonably satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to such other matters as you may reasonably request, and the Company shall have furnished or caused to be furnished certificates as to the matters set forth in subsections (a) and (e) of this Section 8;

(k) There are no debt securities or preferred stock of, or guaranteed by, the Company that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act;

(l) The chief financial officer of the Company shall have furnished to you a certificate as to the accuracy of certain financial information included in the Registration Statement, the Pricing Prospectus and the Prospectus, dated such Time of Delivery, in the form set forth in Annex II(c);

(m) Taylor Wessing LLP, counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in the form agreed between the parties; and

(n) Conyers Dill & Pearman Limited, counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in the form agreed between the parties.

9. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any “road show” as defined in Rule 433(h) under the Securities Act or any Section 5(d) Writing prepared or authorized by the Company, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, any road show or any Section 5(d) Writing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein.

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(b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any Section 5(d) Writing, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or Section 5(d) Writing, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) of this Section 9 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection unless and to the extent it has been materially prejudiced through the forfeiture by the indemnifying party of substantial rights and defenses. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The

17

relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault 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 Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company within the meaning of the Act.

10. (a) If any Underwriter shall default in its obligation to purchase the Shares that it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate

18

number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to a Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company and shall survive delivery of and payment for the Shares.

12. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason (other than those set forth in clauses (i), (iii), (iv) or (v) of Section 8(f)) any Shares are not delivered by or on behalf of the Company, the Company will reimburse the Underwriters through you for all documented out-of-pocket expenses approved in writing by you, including reasonable documented fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly by the Representatives.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Representatives at Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department, and Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Registration Department; and if to the Company shall be delivered or sent by mail, telex or facsimile

19

transmission to the address of the Company set forth on the cover of the Registration Statement, Attention: Secretary; and if to any stockholder that has delivered a lock-up letter described in Section 8(h) hereof shall be delivered or sent by mail to his, her or its respective address as such stockholder provides in writing to the Company; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire or telex constituting such Questionnaire, which address will be supplied to the Company by you on request; provided further that notices under subsection 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Representatives at Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department, and Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Control Room. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters and the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

16. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

17. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

18. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

19. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

20. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

21. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that

20

treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

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If the foregoing is in accordance with your understanding, please sign and return to us the counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,
AppDynamics, Inc.
By:
	Name:
	Title:

Accepted as of the date hereof

Morgan Stanley and Co. LLC
By:
	Name:
	Title:
Goldman, Sachs & Co.
By:
	Name:
	Title:

22

SCHEDULE I

Underwriter	Total Number of Firm Shares to be Purchased	Number of Optional Shares to be Purchased if Maximum Option Exercised
Morgan Stanley and Co. LLC
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Barclays Capital Inc.
UBS Securities LLC
Wells Fargo Securities, LLC
William Blair & Company, L.L.C.
JMP Securities LLC
Total

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SCHEDULE II

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package

[None]

(b) Section 5(d) Writing

[None]

(c) Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package

The initial public offering price per share for the Shares is $[●].

The number of Firm Shares purchased by the Underwriters is [●].

The underwriting discount is $ [●].

ANNEX I

FORM OF COMFORT LETTER

Pursuant to Section 8(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters and the Company’s board of directors to the effect that:

(i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder;

(ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) examined by them and included in the Prospectus or the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the representatives of the Underwriters (the “Representatives”) and are attached hereto;

(iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus as indicated in their reports thereon copies of which have been furnished to the Representatives and are attached hereto and on the basis of specified procedures including inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Act and the related published rules and regulations, nothing came to their attention that cause them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the related published rules and regulations;

(iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus agrees with the corresponding amounts (after restatements where applicable) in the audited consolidated financial statements for such five fiscal years;

(v) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;

(vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries

and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:

(A) (i) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the related published rules and regulations, or (ii) any material modifications should be made to the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus for them to be in conformity with generally accepted accounting principles;

(B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included in the Prospectus;

(C) the unaudited financial statements which were not included in the Prospectus but from which were derived any unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (B) were not determined on a basis substantially consistent with the basis for the audited consolidated financial statements included in the Prospectus;

(D) any unaudited pro forma consolidated condensed financial statements included in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;

(E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest financial statements included in the Prospectus) or any increase in the consolidated long-term debt of the Company and its subsidiaries, or any decreases in consolidated net current assets or stockholders’ equity or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and

(F) for the period from the date of the latest financial statements included in the Prospectus to the specified date referred to in clause (E) there were any decreases in consolidated net revenues or operating profit or the total or per share amounts of consolidated net income or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for decreases or increases which the Prospectus discloses have occurred or may occur or which are described in such letter; and

2

(vii) In addition to the examination referred to in their report(s) included in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives, which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus, or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement.

3

ANNEX I(a)

COPY OF COMFORT LETTER DELIVERED

PRIOR TO EXECUTION OF THIS AGREEMENT

4

ANNEX I(b)

FORM OF COMFORT LETTER TO BE DELIVERED

AT EACH TIME OF DELIVERY

5

ANNEX II(a)

FORM OF OPINION OF

COUNSEL FOR THE UNDERWRITERS

6

ANNEX II(b)

FORM OF OPINION OF

COUNSEL FOR THE COMPANY

7

ANNEX II(c)

FORM OF CHIEF FINANCIAL OFFICER’S CERTIFICATE

8

ANNEX III

FORM OF PRESS RELEASE

AppDynamics, Inc.

[●], 201[●]

(“AppDynamics, Inc.”) announced today that Morgan Stanley and Co. LLC and Goldman, Sachs & Co., the lead book-running managers in the recent public sale of [●] shares of the Company’s common stock, are [waiving] [releasing] a lock-up restriction with respect to [●] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [●], 2017, and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

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ANNEX IV

FORM OF LOCK-UP AGREEMENT

AppDynamics, Inc.

Lock-Up Agreement

            , 2016

Morgan Stanley and Co. LLC

1585 Broadway

New York, NY 10036

Goldman, Sachs & Co.

200 West Street

New York, NY 10282-2198

Re: AppDynamics, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as the representatives (Morgan Stanley and Co. LLC and Goldman, Sachs & Co., collectively the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with AppDynamics, Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of shares (the “Shares”) of the Common Stock, par value $0.001 per share, of the Company (the “Common Stock”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”).

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”) other than any Shares sold to the Underwriters pursuant to the Underwriting Agreement or as otherwise provided herein. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. If

F-1

the undersigned is an officer or director of the issuer, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the Public Offering.

The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue for 180 days after the Public Offering date set forth on the final prospectus (the “Prospectus”) used to sell the Shares (the “Public Offering Date”) pursuant to the Underwriting Agreement.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed or will agree in the Underwriting Agreement, if required by FINRA Rule 5131, 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. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

Notwithstanding the foregoing, the undersigned may:

(a) transfer the Undersigned’s shares:

(i) as a bona fide gift or gifts,

(ii) to any member of the undersigned’s immediate family or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust, provided that any such transfer shall not involve a disposition for value,

(iii) by will or intestate succession upon the death of the undersigned,

(iv) in connection with a sale of the Undersigned’s Shares acquired (A) from the Underwriters in the Public Offering or (B) in open market transactions after the Public Offering Date,

(v) if the undersigned is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlled or managed by the undersigned or affiliates of the undersigned, or (B) as part of a distribution without consideration by the undersigned to its equityholders,

(vi) in connection with the exercise of options, warrants or rights to acquire shares of Common Stock or any security convertible or exercisable into shares of Common Stock in accordance with their terms (including the settlement of restricted stock units), in all such cases, pursuant to an employee benefit plan disclosed in the Prospectus used for the Public Offering, provided that any such shares issued upon exercise of such option or warrant or other right to acquire shares of Common Stock or the settlement of restricted stock units shall continue to be subject to the restrictions set forth herein,

F-2

(vii) to the Company in connection with the receipt of shares of Common Stock in connection with the vesting or settlement of restricted stock units or the “net” or “cashless” exercise of options to purchase shares of Common Stock for purposes of exercising such options that are scheduled to expire during the Lock-Up Period, including the payment of taxes due as a result of the vesting, settlement or exercise of such rights, in all such cases, pursuant to an employee benefit plan disclosed in the Prospectus used for the Public Offering, provided that any such shares of Common Stock received upon such vesting, settlement or exercise shall be subject to the terms of this Lock-Up Agreement, and, in addition, to the extent the Company elects to settle income tax withholding and remittance obligations of the undersigned (or the employer of the undersigned) in connection with the vesting of restricted stock units held by the undersigned by withholding shares of Common Stock pursuant to this subclause, then the undersigned may transfer to the Company up to a number of shares of Common Stock underlying the vested and settled restricted stock units held by the undersigned equal to the maximum tax rate applicable to such undersigned,

(viii) to the Company, in connection with the repurchase of shares of Common Stock issued pursuant to an employee benefit plan disclosed in the Prospectus or pursuant to the agreements pursuant to which such shares were issued,

(ix) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Company’s board of directors and made to all holders of the Common Stock involving a Change of Control (as defined below) of the Company, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Undersigned’s Shares shall remain subject to the provisions of this Lock-Up Agreement,

(x) in connection with the conversion of the outstanding preferred stock of the Company into shares of Common Stock, provided that any such shares of Common Stock received upon such conversion shall be subject to the terms of this Lock-Up Agreement,

(xi) by operation of law, pursuant to a qualified domestic order or in connection with a divorce settlement, provided that any public disclosure or filing under Section 16(a) of the Exchange Act relating to such transfer shall clearly indicate in the footnotes thereto the nature and conditions of such transfer, or

(xii) with the prior written consent of the Representatives on behalf of the Underwriters.

provided, however, that in the case of subclauses (i), (ii), (iii), (v) and (xi) above, it shall be a condition to the transfer or distribution that each transferee, donee or distributee shall execute an agreement stating that such transferee, donee or distributee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement; and

provided further, that in the case of subclauses (i), (ii), (iv), (v), (vi), and (vii) above, it shall be a condition to such transfer that no filing under Section 16(a) of the Exchange Act nor any other public filing or disclosure of such transfer by or on behalf of the undersigned shall be required or voluntarily made during the Lock-Up Period;

(b) enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act after the date of this Lock-Up Agreement relating to the sale of the Undersigned’s Shares, if then permitted by the Company, provided that the securities subject to such plan may not be sold until after the expiration of the Lock-Up Period, and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required or voluntarily made during the Lock-Up Period.

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For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned now has, and, except as contemplated by clause (a) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

For purposes of this Lock-Up Agreement, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an Underwriter pursuant to the Public Offering), of shares of Common Stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity).

Notwithstanding anything to the contrary contained herein, this Lock-Up Agreement shall automatically terminate upon the earliest to occur of: (i) the date upon which the Company provides the Representatives with written notice, prior to the execution of the Underwriting Agreement, that it does not intend to proceed with the Public Offering; (ii) the date upon which an application filed by the Company to withdraw the registration statement related to the Public Offering is effective; (iii) the termination of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to payment for and delivery of the shares of Common Stock of the Company to be sold thereunder; or (iv) March 31, 2017, provided that the Public Offering Date shall not have occurred by such date.

The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement conflict with or are in any way inconsistent with any registration rights agreement, any market standoff agreement or any other lock-up agreement related to the Shares to which the undersigned and the Company may be party, this Lock-Up Agreement supersedes such registration rights agreement, market standoff agreement or other lock-up agreement.

The undersigned hereby consents to receipt of this Lock-up Agreement in electronic form and understands and agrees that this Lock-up Agreement may be signed electronically. In the event that any signature is delivered by facsimile transmission, electronic mail, or otherwise by electronic transmission evidencing an intent to sign this Lock-up Agreement, such facsimile transmission, electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Lock-up Agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid and binding for all purposes.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Very truly yours,

Exact Name of Shareholder

Authorized Signature

Title

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

APPDYNAMICS, INC.

AppDynamics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

A. The name of the Corporation is AppDynamics, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 1, 2008 under the name Singularity Technologies, Inc.

B. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and has been duly approved by the written consent of the stockholders of the Corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware.

C. The text of the Amended and Restated Certificate of Incorporation is amended and restated to read as set forth in EXHIBIT A attached hereto.

IN WITNESS WHEREOF, AppDynamics, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by Randy Gottfried, a duly authorized officer of the Corporation, on January 27, 2016.

/s/ Randy Gottfried

Randy Gottfried

Chief Financial Officer

EXHIBIT A

ARTICLE I

The name of the Corporation is AppDynamics, Inc.

ARTICLE II

The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE III

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle 19801. The name of the registered agent at such address is The Corporation Trust Company.

ARTICLE IV

The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred Stock. The total number of shares of stock that the Corporation shall have authority to issue is two hundred nineteen million six hundred fifty-six thousand one hundred fifteen (219,656,115) shares, consisting of one hundred forty-five million (145,000,000) shares of Common Stock, $0.001 par value per share, and seventy-four million six hundred fifty-six thousand one hundred fifteen (74,656,115) shares of Preferred Stock, $0.001 par value per share. The first Series of Preferred Stock shall be designated “Series A Preferred Stock” and shall consist of twenty-two million (22,000,000) shares. The second Series of Preferred Stock shall be designated “Series B Preferred Stock” and shall consist of sixteen million nine hundred ninety-seven thousand six hundred four (16,997,604) shares. The third Series of Preferred Stock shall be designated “Series C Preferred Stock” and shall consist of eight million four hundred sixty-nine thousand four hundred thirty-eight (8,469,438) shares. The fourth Series of Preferred Stock shall be designated “Series D Preferred Stock” and shall consist of eight million five hundred sixty-seven thousand one hundred sixteen (8,567,116) shares. The fifth Series of Preferred Stock shall be designated “Series E Preferred Stock” and shall consist of seven million sixty-nine thousand one hundred fifty-two (7,069,152) shares. The sixth Series of Preferred Stock shall be designated “Series F Preferred Stock” and shall consist of eleven million five hundred fifty-two thousand eight hundred five (11,552,805) shares.

ARTICLE V

The terms and provisions of the Common Stock and Preferred Stock are as follows:

1. Definitions. For purposes of this ARTICLE V, the following definitions shall apply:

(a) “Conversion Price” shall mean (i) $0.25 per share for the Series A Preferred Stock, (ii) $0.6472 per share for the Series B Preferred Stock, (iii) $2.36143 per share for the Series C Preferred Stock, (iv) $5.83627 per share for the Series D Preferred Stock, (v) $9.90217 per share for the Series E Preferred Stock and (vi) $13.70879 per share for the Series F Preferred Stock (each as subject to adjustment from time to time for Recapitalizations and as otherwise set forth elsewhere herein).

(b) “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common Stock.

(c) “Corporation” shall mean AppDynamics, Inc.

(d) “Distribution” shall mean the transfer of cash or other property without consideration whether by way of dividend or otherwise (other than dividends on Common Stock payable in Common Stock) or the purchase or redemption of shares of the Corporation by the Corporation for cash or property other than: (i) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (ii) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, (iii) repurchases of capital stock of the Corporation in connection with the settlement of disputes with any stockholder, (iv) repurchases of Common Stock of the Corporation in connection with the Issuer Tender Offer (as defined in the Amended and Restated Series F Purchase Agreement between the Corporation and the other parties thereto, dated November 8, 2015) and (v) any other repurchases or redemption of capital stock of the Corporation approved by the holders of the Common Stock and the Preferred Stock of the Corporation voting as separate classes (and with respect to the Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis) and the holders of at least 53.0% of the Series F Preferred Stock then outstanding (voting as a separate class).

(e) “Dividend Rate” shall mean an annual rate of (i) $0.02 per share for the Series A Preferred Stock, (ii) $0.052 per share for the Series B Preferred Stock, (iii) $0.189 per share for the Series C Preferred Stock, (iv) $0.467 per share for the Series D Preferred Stock, (v) $0.792 per share for the Series E Preferred Stock and (vi) $1.097 per share for the Series F Preferred Stock (each as subject to adjustment from time to time for Recapitalizations and as otherwise set forth elsewhere herein).

(f) “Liquidation Preference” shall mean (i) $0.25 per share for the Series A Preferred Stock, (ii) $0.6472 per share for the Series B Preferred Stock, (iii) $2.36143 per share for the Series C Preferred Stock, (iv) $5.83627 per share for the Series D Preferred Stock, (v) $9.90217 per share for the Series E Preferred Stock and (vi) $13.70879 per share for the Series F Preferred Stock (each as subject to adjustment from time to time for Recapitalizations and as otherwise set forth elsewhere herein).

(g) “Options” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(h) “Original Issue Price” shall mean (i) $0.25 per share for the Series A Preferred Stock, (ii) $0.6472 per share for the Series B Preferred Stock, (iii) $2.36143 per share for the Series C Preferred Stock, (iv) $5.83627 per share for the Series D Preferred Stock, (v) $9.90217 per share for the Series E Preferred Stock and (vi) $13.70879 per share for the Series F Preferred Stock (each as subject to adjustment from time to time for Recapitalizations and as otherwise set forth elsewhere herein).

(i) “Preferred Stock” shall mean the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock.

(j) “Recapitalization” shall mean any stock dividend, stock split, combination of shares, reorganization, recapitalization, subdivision reclassification or other similar event occurring after the date hereof.

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2. Dividends.

(a) Preferred Stock. In any calendar year, the holders of outstanding shares of Preferred Stock shall be entitled to receive dividends, when, as and if declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any Distribution on Common Stock of the Corporation in such calendar year. No Distributions shall be made with respect to the Common Stock unless dividends on the Preferred Stock have been declared in accordance with the preferences stated herein and all declared dividends on the Preferred Stock have been paid or set aside for payment to the Preferred Stock holders. The right to receive dividends on shares of Preferred Stock shall not be cumulative, and no right to dividends shall accrue to holders of Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any calendar year. Payment of any dividends to the holders of Preferred Stock shall be on a pro rata, pari passu basis in proportion to the Dividend Rates for each series of Preferred Stock.

(b) Participation. If, after dividends in the full preferential amount specified in Section 2(a) for the Preferred Stock have been paid or set apart for payment in any calendar year of the Corporation, the Board of Directors shall declare additional dividends out of funds legally available therefor in that calendar year, then such additional dividends shall be declared pro rata on the Common Stock and the Preferred Stock on a pari passu basis according to the number of shares of Common Stock held by such holders. For this purpose each holder of shares of Preferred Stock is to be treated as holding the greatest whole number of shares of Common Stock then issuable upon conversion of all shares of Preferred Stock held by such holder pursuant to Section 4.

(c) Non-Cash Distributions. Whenever a Distribution provided for in this Section 2 shall be payable in property other than cash, the value of such Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board of Directors.

(d) Consent to Certain Distributions. To the extent one or more sections of any other state corporations code setting forth minimum requirements for the Corporation’s retained earnings and/or net assets are applicable to this Corporation’s repurchase of shares of Common Stock, such code sections shall not apply, to the greatest extent permitted by applicable law, in whole or in part with respect to (i) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (ii) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, (iii) repurchases of Common Stock or Preferred Stock in connection with the settlement of disputes with any stockholder, (iv) repurchases of Common Stock of the Corporation in connection with the Issuer Tender Offer, and (v) any other repurchase or redemption of Common Stock or Preferred Stock approved by the holders of a majority of the Common Stock and the Preferred Stock then outstanding voting as separate classes (and with respect to the Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis), and the holders of at least 53.0% of the Series F Preferred Stock then outstanding (voting as a separate class). In the case of any such repurchases or redemptions, distributions by the Corporation may be made without regard to the “preferential dividends arrears amount” or any “preferential rights amount,” as such terms may be defined in such other state’s corporations code.

(e) Waiver of Dividends. Any dividend preference of any series of Preferred Stock (other than the Series F Preferred Stock) may be waived, in whole or in part, by the consent or vote of the holders of the majority of the outstanding shares of such series. Any dividend preference of the Series F

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Preferred Stock may be waived, in whole or in part, by the consent or vote of the holders of at least 53.0% of the Series F Preferred Stock then outstanding (voting as a separate class).

3. Liquidation Rights.

(a) Liquidation Preference. In the event of any Liquidation Event (as defined below) the holders of the Preferred Stock shall be entitled to receive, prior and in preference to any Distribution or other payment of any of the assets of the Corporation to the holders of the Common Stock by reason of their ownership of such stock, an amount per share for each share of Preferred Stock held by them equal to the sum of (i) the Liquidation Preference specified for such share of Preferred Stock and (ii) all declared but unpaid dividends (if any) on such share of Preferred Stock, or such lesser amount as may be approved by (A) the holders of the majority of the outstanding shares of Preferred Stock and (B)(1) with respect to any lesser amount affecting the Series C Preferred Stock, the holders of a majority of the outstanding shares of the Series C Preferred Stock (voting as a separate class), (2) with respect to any lesser amount affecting the Series D Preferred Stock, the holders of a majority of the outstanding shares of the Series D Preferred Stock (voting as a separate class), (3) with respect to any lesser amount affecting the Series E Preferred Stock, the holders of a majority of the outstanding shares of the Series E Preferred Stock (voting as a separate class) and (4) with respect to any lesser amount affecting the Series F Preferred Stock, the holders of at least 53.0% of the then outstanding shares of the Series F Preferred Stock (voting as a separate class). If upon a Liquidation Event (as defined below), the assets of the Corporation legally available for distribution to the holders of the Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in this Section 3(a), then the entire assets of the Corporation legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to this Section 3(a).

(b) Remaining Assets. After the payment or setting aside for payment to the holders of Preferred Stock of the full amounts specified in Section 3(a) above, the entire remaining assets of the Corporation legally available for distribution shall be distributed pro rata to holders of the Common Stock of the Corporation in proportion to the number of shares of Common Stock held by them.

(c) Shares not Treated as Both Preferred Stock and Common Stock in any Distribution. Shares of Preferred Stock shall not be entitled to be converted into shares of Common Stock in order to participate in any Distribution, or series of Distributions, as shares of Common Stock, without first foregoing participation in the Distribution, or series of Distributions, as shares of Preferred Stock. Upon any Liquidation Event (as defined in subsection (d) below), then each holder of Preferred Stock shall be entitled to receive, for each share of each series of Preferred Stock then held, out of the proceeds available for distribution, the greater of (i) the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares in a Liquidation Event pursuant to Section 3(a) (without giving effect to this Section 3(c)) or (ii) the amount of cash, securities or other property to which such holder would be entitled to receive in a Liquidation Event with respect to such shares if such shares had been converted to Common Stock immediately prior to such Liquidation Event.

(d) Reorganization. For purposes of this Section 3, a liquidation, dissolution or winding up of the Corporation shall be deemed to be occasioned by, or to include, (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions to which the Corporation is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Corporation outstanding immediately prior to such transaction retain, immediately after such transaction or series of transactions, as a result of shares in the Corporation held by such holders prior to such transaction, a majority of the total voting power represented by

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the outstanding voting securities of the Corporation or such other surviving or resulting entity (or if the Corporation or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease, exclusive license or other disposition is to a wholly-owned subsidiary of the Corporation; (iii) any transaction or series of related transactions to which the Corporation is a party in which more than fifty percent (50%) of the Corporation’s voting power is transferred; provided that any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Corporation, indebtedness of the Corporation is cancelled or converted, or any combination thereof shall not be deemed to be a liquidation, dissolution or winding up of the Corporation; or (iv) any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (collectively, a “Liquidation Event”). The treatment of any transaction or series of related transactions as a Liquidation Event pursuant to clause (i), (ii) or (iii) of the preceding sentence may be waived by the consent or vote of the holders of a majority of the Preferred Stock then outstanding (voting as a single class and on an as-converted to Common Stock basis), the holders of a majority of the Series C Preferred Stock then outstanding (voting as a separate class), the holders of a majority of the Series D Preferred Stock then outstanding (voting as a separate class), the holders of a majority of the Series E Preferred Stock then outstanding (voting as a separate class) and the holders of at least 53.0% of the Series F Preferred Stock then outstanding (voting as a separate class).

(e) Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to stockholders in connection with any Liquidation Event are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any publicly-traded securities to be distributed to stockholders in a Liquidation Event shall be valued as follows:

(i) If the securities are then traded on a national securities exchange, then the value of the securities shall be deemed to be the average of the closing prices of the securities on such exchange over the ten (10) trading day period ending five (5) trading days prior to the Distribution;

(ii) if the securities are actively traded over-the-counter, then the value of the securities shall be deemed to be the average of the closing bid prices of the securities over the ten (10) trading day period ending five (5) trading days prior to the Distribution.

(f) Effecting a Liquidation Event. The Corporation shall not have the power to effect a Liquidation Event referred to above unless (i) the treatment of the applicable transaction or series of related transactions as a Liquidation Event is waived or consented to pursuant to Section 3(d) or (ii) the agreement or plan of merger or consolidation for such transaction 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 Sections 3(a) and (c).

In the event of a merger or other acquisition of the Corporation by another entity, the Distribution date shall be deemed to be the date such transaction closes.

For the purposes of this subsection 3(e), “trading day” shall mean any day which the exchange or system on which the securities to be distributed are traded is open and “closing prices” or “closing bid prices” shall be deemed to be: (i) for securities traded primarily on the New York Stock Exchange, the American Stock Exchange or a Nasdaq market, the last reported trade price or sale price, as the case may be, at 4:00 p.m., New York time, on that day and (ii) for securities listed or traded on other exchanges, markets and systems, the market price as of the end of the regular hours trading period that is generally accepted as such for such exchange, market or system. If, after the date hereof, the benchmark times generally accepted

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in the securities industry for determining the market price of a stock as of a given trading day shall change from those set forth above, the fair market value shall be determined as of such other generally accepted benchmark times.

4. Conversion. The holders of the Preferred Stock shall have conversion rights as follows:

(a) Right to Convert. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Preferred Stock, into that number of fully-paid, nonassessable shares of Common Stock determined by dividing the Original Issue Price for the relevant series by the Conversion Price for such series. (The number of shares of Common Stock into which each share of Preferred Stock of a series may be converted is hereinafter referred to as the “Conversion Rate” for each such series.) Upon any decrease or increase in the Conversion Price for any series of Preferred Stock, as described in this Section 4, the Conversion Rate for such series shall be appropriately increased or decreased.

(b) Automatic Conversion of Preferred Stock. (i) Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall automatically be converted into fully-paid, non-assessable shares of Common Stock at the then effective Conversion Rate for such share immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), covering the offer and sale of the Corporation’s Common Stock, provided that the offering price per share is not less than $7.29534 per share (as adjusted for Recapitalizations) and the aggregate gross proceeds to the Corporation are not less than $35,000,000 (before deduction of underwriters’ commission and expenses) (a “Qualified IPO”); (ii) each share of Series A Preferred Stock and Series B Preferred Stock shall automatically be converted into fully-paid, non-assessable shares of Common Stock at the then effective Conversion Rate for such share upon the receipt by the Corporation of a written request for such conversion from the holders of a majority of the Series A Preferred Stock and Series B Preferred Stock then outstanding (voting together as a single class and on an as-converted to Common Stock basis) or, if later, the effective date for conversion specified in such request; (iii) each share of Series C Preferred Stock shall automatically be converted into fully-paid, non-assessable shares of Common Stock at the then effective Conversion Rate for such share upon the receipt by the Corporation of a written request for such conversion from the holders of a majority of the Series C Preferred Stock then outstanding (voting separately as a single class) or, if later, the effective date for conversion specified in such request, (iv) each share of Series D Preferred Stock shall automatically be converted into fully-paid, non-assessable shares of Common Stock at the then effective Conversion Rate for such share upon the receipt by the Corporation of a written request for such conversion from the holders of a majority of the Series D Preferred Stock then outstanding (voting separately as a single class) or, if later, the effective date for conversion specified in such request, (v) each share of Series E Preferred Stock shall automatically be converted into fully-paid, non-assessable shares of Common Stock at the then effective Conversion Rate for such share upon the earlier to occur of (1) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act, covering the offer and sale of the Corporation’s Common Stock, provided that the offering price per share is not less than $9.90217 per share (as adjusted for Recapitalizations) (a “Series E Qualified IPO”) and (2) receipt by the Corporation of a written request for such conversion from the holders of a majority of the Series E Preferred Stock then outstanding (voting separately as a single class) or, if later, the effective date for conversion specified in such request and (vi) each share of Series F Preferred Stock shall automatically be converted into fully-paid, non-assessable shares of Common Stock at the then effective Conversion Rate for such share upon the earlier to occur of (1) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act, covering the offer and sale of the Corporation’s Common Stock (a “Series F Qualified IPO”) and (2) receipt by the Corporation of a written request for such

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conversion from the holders of at least 53.0% of the Series F Preferred Stock then outstanding (voting separately as a single class) or, if later, the effective date for conversion specified in such request (each of the events referred to in (i), (ii), (iii), (iv), (v) and (vi) are referred to herein as an “Automatic Conversion Event”).

(c) Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of 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 then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same; provided, however, that on the date of an Automatic Conversion Event, the outstanding shares of the applicable series of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of the applicable series of Preferred Stock, shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of the applicable series of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

The Corporation shall, as soon as practicable after such delivery, or after such agreement and indemnification, issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act or a merger, sale, financing, or liquidation of the Corporation or other event, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of such transaction or upon the occurrence of such event, in which case the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such transaction or the occurrence of such event.

(d) Adjustments to Conversion Price for Diluting Issues.

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(i) Special Definition. For purposes of this paragraph 4(d), “Additional Shares of Common” shall mean all shares of Common Stock issued (or, pursuant to paragraph 4(d)(iii), deemed to be issued) by the Corporation after the filing of this Amended and Restated Certificate of Incorporation, other than issuances or deemed issuances of:

(1) up to 54,389,666 (as adjusted for Recapitalizations) shares, of Common Stock, options to purchase Common Stock (including shares issued upon exercise of any such options) or restricted stock units (including shares issued upon the vesting and settlement of any such restricted stock units), issued or issuable to employees, officers or directors of, or consultants or advisors to the Corporation or any subsidiary pursuant to restricted stock purchase agreements, option plans, purchase plans, incentive programs or similar arrangements approved by the Board of Directors;

(2) shares of Common Stock issued upon the exercise or conversion of Convertible Securities (which, for the avoidance of doubt, excludes stock options) or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities outstanding as of the date of the filing of this Amended and Restated Certificate of Incorporation;

(3) shares of Common Stock issued upon the conversion of the Preferred Stock;

(4) shares of Common Stock issued or issuable as a dividend or distribution on Preferred Stock or pursuant to any event for which adjustment is made pursuant to paragraphs 4(e), 4(f) or 4(g) hereof;

(5) shares of Common Stock issued in a registered public offering under the Securities Act pursuant to which all outstanding shares of Preferred Stock are converted to Common Stock;

(6) shares of Common Stock issued or issuable pursuant to the acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Board of Directors, including at least one of the Preferred Directors (as defined below);

(7) shares of Common Stock issued or issuable to banks, equipment lessors or other financial institutions pursuant to a debt financing or commercial leasing transaction approved by the Board of Directors, including at least one of the Preferred Directors (as defined below);

(8) shares of Common Stock issued or issuable in connection with any settlement of any action, suit, proceeding or litigation approved by the Board of Directors, including at least one of the Preferred Directors (as defined below);

(9) shares of Common Stock issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors, including at least one of the Preferred Directors (as defined below);

(10) shares of Common Stock issued or issuable to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors, including at least one of the Preferred Directors (as defined below); and

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(11) shares of capital stock or options or warrants to purchase shares of capital stock issued or issuable upon the affirmative vote or written consent of the holders of (i) a majority of the Preferred Stock then outstanding (voting as a single class and on an as-converted to Common Stock basis) (ii) with respect to issuances that affect the Conversion Price for the Series C Preferred Stock, a majority of the Series C Preferred Stock then outstanding (voting as a separate class), (iii) with respect to issuances that affect the Conversion Price for the Series D Preferred Stock, a majority of the Series D Preferred Stock then outstanding (voting as a separate class), (iv) with respect to issuances that affect the Conversion Price for the Series E Preferred Stock, a majority of the Series E Preferred Stock then outstanding (voting as a separate class) and (v) with respect to issuances that affect the Conversion Price for the Series F Preferred Stock, at least 53.0% of the Series F Preferred Stock then outstanding (voting as a separate class), provided that such Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and/or Series F Preferred Stock, approval shall specifically state that such Common Stock shall not be deemed “Additional Stock” under this Section 4(d)(i)(11).

(ii) No Adjustment of Conversion Price. No adjustment in the Conversion Price of a particular series of Preferred Stock shall be made in respect of the issuance of Additional Shares of Common unless the consideration per share (as determined pursuant to paragraph 4(d)(v)) for an Additional Share of Common issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to such issue, for such series of Preferred Stock.

(iii) Deemed Issue of Additional Shares of Common. In the event the Corporation at any time or from time to time after the date of the filing of this Amended and Restated Certificate of Incorporation shall issue any Options or Convertible Securities or shall fix a 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 (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities, the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options and the conversion or exchange of the underlying securities, shall be deemed to have been 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, provided that in any such case in which shares are deemed to be issued:

(1) no further adjustment in the Conversion Price of any series of Preferred Stock shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock in connection with the exercise of such Options or conversion or exchange of such Convertible Securities;

(2) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any change in the consideration payable to the Corporation or in the number of shares of Common Stock issuable upon the exercise, conversion or exchange thereof (other than a change pursuant to the anti-dilution provisions of such Options or Convertible Securities such as this Section 4(d) or pursuant to Recapitalization provisions of such Options or Convertible Securities such as Sections 4(e), 4(f) and 4(g) hereof), the Conversion Price of each series of Preferred Stock and any subsequent adjustments based thereon shall be recomputed to reflect such change as if such change had been in effect as of the original issue thereof (or upon the occurrence of the record date with respect thereto);

(3) no readjustment pursuant to clause (2) above shall have the effect of increasing the Conversion Price of a series of Preferred Stock to an amount above the Conversion Price that would have resulted from any other issuances of Additional Shares of Common and any other adjustments provided for herein between the original adjustment date and such readjustment date;

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(4) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Conversion Price of each Series of Preferred Stock computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto) and any subsequent adjustments based thereon shall, upon such expiration, be recomputed as if:

(a) in the case of Convertible Securities or Options for Common Stock, the only Additional Shares of Common issued were the shares of Common Stock, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Corporation for the issue of such exercised Options plus the consideration actually received by the Corporation upon such exercise or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange, and

(b) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Shares of Common deemed to have been then issued was the consideration actually received by the Corporation for the issue of such exercised Options, plus the consideration deemed to have been received by the Corporation (determined pursuant to Section 4(d)(v)) upon the issue of the Convertible Securities with respect to which such Options were actually exercised; and

(5) if such record date shall have been fixed and such Options or Convertible Securities are not issued on the date fixed therefor, the adjustment previously made in the Conversion Price which became effective on such record date shall be canceled as of the close of business on such record date, and thereafter the Conversion Price shall be adjusted pursuant to this paragraph 4(d)(iii) as of the actual date of their issuance.

(iv) Adjustment of Conversion Price Upon issuance of Additional Shares of Common. In the event this Corporation shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to paragraph 4(d)(iii)) without consideration or for a consideration per share less than the applicable Conversion Price of a series of Preferred Stock in effect on the date of and immediately prior to such issue, then, the Conversion Price of the affected series of Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common so issued would purchase at such Conversion Price, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common so issued. Notwithstanding the foregoing, the Conversion Price shall not be reduced at such time if the amount of such reduction would be less than $0.01, but any such amount shall be carried forward, and a reduction will be made with respect to such amount at the time of, and together with, any subsequent reduction which, together with such amount and any other amounts so carried forward, equal $0.01 or more in the aggregate. For the purposes of this Subsection 4(d)(iv), all shares of Common Stock issuable upon conversion of all outstanding shares of Preferred Stock and the exercise and/or conversion of any other outstanding Convertible Securities and all outstanding Options shall be deemed to be outstanding.

(v) Determination of Consideration. For purposes of this subsection 4(d), the consideration received by the Corporation for the issue (or deemed issue) of any Additional Shares of Common shall be computed as follows:

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(1) Cash and Property. Such consideration shall:

(a) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issuance;

(b) 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; and

(c) in the event Additional Shares of Common 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 (a) and (b) above, as reasonably determined in good faith by the Board of Directors.

(2) Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common deemed to have been issued pursuant to paragraph 4(d)(iii) shall be determined by dividing:

(x) 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

(y) 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.

(e) Adjustments for Subdivisions or Combinations of Common Stock. In the event the outstanding shares of Common Stock shall be subdivided (by stock split, by payment of a stock dividend or otherwise), into a greater number of shares of Common Stock, the Conversion Price of each series of Preferred Stock in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding shares of Common Stock shall be combined (by reclassification or otherwise) into a lesser number of shares of Common Stock, the Conversion Prices in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately increased.

(f) Adjustments for Subdivisions or Combinations of Preferred Stock. In the event the outstanding shares of Preferred Stock or a series of Preferred Stock shall be subdivided (by stock split, by payment of a stock dividend or otherwise), into a greater number of shares of Preferred Stock, the Dividend Rate, Original Issue Price and Liquidation Preference of the affected series of Preferred Stock in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding shares of Preferred Stock or a series of Preferred Stock shall be combined (by reclassification or otherwise) into a lesser number of shares of Preferred Stock, the Dividend Rate, Original Issue Price and Liquidation Preference of the affected series of Preferred Stock in

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effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately increased.

(g) Adjustments for Reclassification, Exchange and Substitution. Subject to Section 3 above (“Liquidation Rights”), if the Common Stock issuable upon conversion of the Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), then, in any such event, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive each holder of such Preferred Stock shall have the right thereafter to convert such shares of Preferred Stock into a number of shares of such other class or classes of stock which a holder of the number of shares of Common Stock deliverable upon conversion of such series of Preferred Stock immediately before that change would have been entitled to receive in such reorganization or reclassification, all subject to further adjustment as provided herein with respect to such other shares.

(h) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of Preferred Stock.

(i) Waiver of Adjustment of Conversion Price. Notwithstanding anything herein to the contrary, any downward adjustment of the Conversion Price of any series of Preferred Stock (other than the Series F Preferred Stock) may be waived by the consent or vote of the holders of the majority of the outstanding shares of such series either before or after the issuance causing the adjustment, and any downward adjustment of the Conversion Price of the Series F Preferred Stock may be waived by the consent or vote of the holders of at least 53.0% of the Series F Preferred Stock then outstanding (voting as a separate class) either before or after the issuance causing the adjustment. Any such waiver shall bind all future holders of shares of such series of Preferred Stock.

(j) Notices of Record Date. In the event that this Corporation shall propose at any time:

(i) to declare any Distribution upon its Common Stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus;

(ii) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or

(iii) to voluntarily liquidate or dissolve or to enter into any transaction deemed to be a Liquidation Event pursuant to Section 3(d);

then, in connection with each such event, this Corporation shall send to the holders of the Preferred Stock prior written notice of the date on which a record shall be taken for such Distribution (and specifying the date on which the holders of Common Stock shall be entitled thereto and, if applicable, the amount and character of such Distribution) or for determining rights to vote in respect of the matters referred to in (ii) and (iii) above.

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Such written notice shall be given by first class mail (or express courier), postage prepaid, addressed to the holders of Preferred Stock at the address for each such holder as shown on the books of the Corporation and shall be deemed given on the date such notice is mailed.

The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent or vote of the holders of a majority of the Preferred Stock then outstanding, voting as a single class and on an as-converted to Common Stock basis.

(k) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the 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 the Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(1) Special IPO Adjustment to Conversion Price of Series F Preferred Stock. If, in connection with a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act covering the offer and sale of the Corporation’s Common Stock (including a Qualified IPO and Series E Qualified IPO) (the “IPO Registration Statement”), the Corporation’s market capitalization is valued at less than $1,900,000,000, as determined by multiplying the number of shares of Common Stock outstanding immediately prior to the closing of such public offering (the “Fully Diluted IPO Shares”) by the price per share of Common Stock sold in such public offering (the “IPO Valuation Price”), then the Conversion Price of the Series F Preferred Stock then in effect shall be adjusted downward to an amount equal to the greater of (i) the IPO Valuation Price and (ii) $11.411003 (as adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to such shares). The downward adjustment of the Conversion Price of the Series F Preferred Stock, if any, pursuant to this Subsection 4(l) shall occur effective as of immediately prior to any conversion of the Series F Preferred Stock into Common Stock in connection with such public offering (or, in the event that no such conversion occurs, effective as of immediately prior to the closing of such public offering), and for the avoidance of doubt, shall be reflected in the number of shares of Common Stock into which each share of Series F Preferred Stock are converted in connection with such public offering, including, without limitation, a conversion pursuant to Subsection 4(b). Notwithstanding the foregoing, the Conversion Price of Series F Preferred Stock shall not be reduced at such time if the amount of such reduction would be less than $0.01. For the purposes of this Subsection 4(l) (including for purposes of determining the number of Fully-Diluted IPO Shares), all shares of Common Stock issuable upon conversion of all outstanding shares of Preferred Stock and the exercise and/or conversion of any other outstanding Convertible Securities and Options (including, for the avoidance of doubt, restricted stock units, assuming full vesting and settlement thereof), and all shares reserved for issuance to employees, officers or directors of, or consultants or advisors to the Corporation or any subsidiary pursuant to the Corporation’s option plans or similar arrangements approved by the Board of Directors, shall be deemed to be outstanding.

5. Voting.

(a) Restricted Class Voting. Except as otherwise expressly provided herein or as required by law, the holders of Preferred Stock and the holders of Common Stock shall vote together and not as separate classes.

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(b) No Series Voting. Other than as provided herein or required by law, there shall be no series voting.

(c) Preferred Stock. Each holder of Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Preferred Stock held by such holder could be converted as of the record date. Fractional votes shall not be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be disregarded. Except as otherwise expressly provided herein or as required by law, the holders of shares of the Preferred Stock shall be entitled to vote on all matters on which the Common Stock shall be entitled to vote. Holders of Preferred Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation.

(d) Election of Directors.

(i) So long as at least 3,500,000 shares (as adjusted for Recapitalizations) of Preferred Stock remain outstanding, the holders of Preferred Stock, voting as a separate class, shall be entitled to elect three (3) members of the Corporation’s Board of Directors (the “Preferred Directors”) at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors.

(ii) The holders of Common Stock, voting as a separate class, shall be entitled to elect two (2) members of the Corporation’s Board of Directors (the “Common Directors”) at each meeting, or pursuant to each consent, of the Corporation’s stockholders for the election of directors.

(iii) The holders of Common Stock and Preferred Stock, each voting as a separate class (and with respect to the Preferred Stock, on an as-converted to Common Stock basis), shall be entitled to elect three (3) members of the Corporation’s Board of Directors (the “Mutual Director”) at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors.

(iv) If a vacancy on the Board of Directors is to be filled by the Board of Directors, only directors elected by the same class or classes of stockholders as those who would be entitled to vote to fill such vacancy shall vote to fill such vacancy. If a vacancy on the Board of Directors is to be filled by the stockholders, such vacancy shall be filled 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, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders.

(v) Any director elected as provided in this subsection (d) may be removed, either with or 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.

(e) Adjustment in Authorized Common Stock. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by an affirmative vote of the holders of a majority of the stock of the Corporation.

(f) Common Stock. Each holder of shares of Common Stock shall be entitled to one vote for each share thereof held.

(g) California Section 2115. To the extent that Section 2115 of the California General Corporation Law makes Section 708 subdivisions (a), (b) and (c) of the California General Corporation Law applicable to the Corporation, the Corporation’s stockholders shall have the right to cumulate their votes in

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connection with the election of directors as provided by Section 708 subdivisions (a), (b) and (c) of the California General Corporation Law.

6. Amendments and Changes.

(a) Preferred Stock Protective Provisions. So long as 7,000,000 shares (as adjusted for Recapitalizations) of Preferred Stock remain outstanding, the Corporation shall not (by amendment, reclassification, merger or otherwise), without first obtaining the approval (by vote or written consent as provided by law) of the holders of more than fifty percent (50%) of the outstanding shares of the Preferred Stock:

(i) amend, alter, repeal or waive any provision of the Amended and Restated Certificate of Incorporation or bylaws of the Corporation if such action would adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of the Preferred Stock;

(ii) increase or decrease the authorized number of shares of Preferred Stock (or any series thereof);

(iii) authorize or create (by reclassification, merger or otherwise) any new class or series of equity security (including any other security convertible into or exercisable for any such equity security) having rights, preferences or privileges with respect to voting, dividends, redemption or payments upon liquidation senior to or on a parity with any series of Preferred Stock;

(iv) liquidate, dissolve or wind-up the business and affairs of the Corporation, effect a Liquidation Event, or consent, agree or commit to any of the foregoing without conditioning such consent, agreement or commitment upon obtaining the approval required by this Section 6;

(v) change the authorized size of the Board of Directors;

(vi) redeem or repurchase any shares of Common Stock or Preferred Stock (other than pursuant to agreements giving the Corporation the right to repurchase shares upon the termination of services or pursuant to rights of first refusal contained in agreements providing for such right) other than as approved by the Board;

(vii) make a repurchase or redemption of the capital stock of the Corporation as set forth in clause (iv) of the definition of Distribution hereof; or

(viii) amend this Section 6.

(b) Separate Series Protective Provision. The Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent as provided by law) of the holders of a majority of the then-outstanding shares of a series of Preferred Stock (other than the Series F Preferred Stock) (i) increase or decrease the authorized number of shares of such series of Preferred Stock or (ii) amend, alter, change, waive or terminate any of the rights, powers or preferences of such series of Preferred Stock or the rights of the holders thereof (including, without limitation, any waiver of a Liquidation Event or anti-dilution adjustment). The Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent as provided by law) of the holders of at least 53.0% of the Series F Preferred Stock then outstanding (voting as a separate class) (i) increase or decrease the authorized number of shares of Series F Preferred Stock or (ii) amend, alter, change, waive or terminate any of the rights, powers or

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preferences of such series of Series F Preferred Stock or the rights of the holders thereof (including, without limitation, any amendment, alteration, change, waiver or termination of Subsections 4(b)(vi) or 4(l), waiver of a Liquidation Event or waiver of an anti-dilution adjustment).

7. Reissuance of Preferred Stock. In the event that any shares of Preferred Stock shall be converted pursuant to Section 4 or otherwise repurchased by the Corporation, the shares so converted or repurchased shall be cancelled and shall not be issuable by this Corporation.

8. Notices. Any notice required by the provisions of this ARTICLE V to be given to the holders of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at such holder’s address appearing on the books of the Corporation.

9. No Redemption. The Preferred Stock is not redeemable at the election of the holder.

ARTICLE VI

The Corporation is to have perpetual existence.

ARTICLE VII

Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

Unless otherwise set forth herein, the number of directors that constitute the Board of Directors of the Corporation shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.

ARTICLE IX

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation, subject to any restrictions that may be set forth in this Amended and Restated Certificate of Incorporation.

ARTICLE X

1. To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended 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 Delaware General Corporation Law, as so amended.

2. The Corporation shall have the power to indemnify, to the extent permitted by the Delaware General Corporation Law, as it presently exists or may hereafter be amended from time to time, 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 (a “Proceeding”) by reason of the fact that 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, including service with respect to employee benefit plans, against expenses

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(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

3. Neither any amendment nor repeal of this ARTICLE X, nor the adoption of any provision of this Corporation’s Certificate of Incorporation inconsistent with this ARTICLE X, shall eliminate or reduce the effect of this ARTICLE X, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this ARTICLE X, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE XI

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

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CERTIFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

APPDYNAMICS, INC.

David Wadhwani hereby certifies that:

1. He is the duly elected and acting President and Chief Executive Officer of AppDynamics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”).

2. The name of the Corporation is AppDynamics, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 1, 2008 under the name Singularity Technologies, Inc.

3. Pursuant to Section 242 of the Delaware General Corporation Law, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation amends certain provisions of the Corporation’s Amended and Restated Certificate of Incorporation.

4. The terms and provisions of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation have been duly approved by written consent of the required number of shares of outstanding stock of the Corporation pursuant to Subsection 228(a) of the Delaware General Corporation Law.

5. The first paragraph under Article IV of the Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

“The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred Stock. The total number of shares of stock that the Corporation shall have authority to issue is two hundred twenty-nine million six hundred sixty-five thousand one hundred fifteen (229,656,115) shares, consisting of one hundred fifty-five million (155,000,000) shares of Common Stock, $0.001 par value per share, and seventy-four million six hundred fifty-six thousand one hundred fifteen (74,656,115) shares of Preferred Stock, $0.001 par value per share. The first Series of Preferred Stock shall be designated “Series A Preferred Stock” and shall consist of twenty-two million (22,000,000) shares. The second Series of Preferred Stock shall be designated “Series B Preferred Stock” and shall consist of sixteen million nine hundred ninety-seven thousand six hundred four (16,997,604) shares. The third Series of Preferred Stock shall be designated “Series C Preferred Stock” and shall consist of eight million four hundred sixty-nine thousand four hundred thirty-eight (8,469,438) shares. The fourth Series of Preferred Stock shall be designated “Series D Preferred Stock” and shall consist of eight million five hundred sixty-seven thousand one hundred sixteen (8,567,116) shares. The fifth Series of Preferred Stock shall be designated “Series E Preferred Stock” and shall consist of seven million sixty-nine thousand one hundred fifty-two (7,069,152) shares. The sixth Series of Preferred Stock shall be designated “Series F Preferred Stock” and shall consist of eleven million five hundred fifty-two thousand eight hundred five (11,552,805) shares.”

IN WITNESS WHEREOF, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which amends certain provisions of the Corporation’s Amended and Restated Certificate of Incorporation, having been duly adopted in accordance with Section 242 of the Delaware General Corporation Law, has been duly executed by the Corporation’s President and Chief Executive Officer this 4th day of October, 2016.

/s/ David Wadhwani

David Wadhwani,

President and Chief Executive Officer

CERTIFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

APPDYNAMICS, INC.

David Wadhwani hereby certifies that:

1. He is the duly elected and acting President and Chief Executive Officer of AppDynamics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”).

2. The name of the Corporation is AppDynamics, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 1, 2008 under the name Singularity Technologies, Inc.

3. Pursuant to Section 242 of the Delaware General Corporation Law, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation amends a provision of the Corporation’s Amended and Restated Certificate of Incorporation.

4. The terms and provisions of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation have been duly approved by written consent of the required number of shares of outstanding stock of the Corporation pursuant to Subsection 228 of the Delaware General Corporation Law.

5. Section 5(d)(iii) of Article V of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

“The holders of Common Stock and Preferred Stock each voting as a separate class (and with respect to the Preferred Stock, on an as-converted to Common Stock basis), shall be entitled to elect four (4) members of the Corporation’s Board of Directors (the “Mutual Directors”) at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors.”

* * * * *

IN WITNESS WHEREOF, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which amends a provision of the Corporation’s Amended and Restated Certificate of Incorporation, having been duly adopted in accordance with Section 242 of the Delaware General Corporation Law, has been duly executed by the Corporation’s President and Chief Executive Officer this 20th day of December, 2016.

/s/ David Wadhwani

David Wadhwani,

President and Chief Executive Officer

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

APPDYNAMICS, INC.

AppDynamics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

A. The name of the Corporation is AppDynamics, Inc. The Corporation was originally incorporated under the name of Singularity Technologies, Inc. and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 1, 2008.

B. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”).

C. This Amended and Restated Certificate of Incorporation was duly approved by the stockholders of the Corporation in accordance with Section 228 of the DGCL.

D. The Amended and Restated Certificate of Incorporation is amended and restated to read as set forth in EXHIBIT A attached hereto.

IN WITNESS WHEREOF, AppDynamics, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by David Wadhwani, a duly authorized officer of the Corporation, on [             ], 2017.

David Wadhwani, Chief Executive Officer

EXHIBIT A

ARTICLE I

The name of the Corporation is AppDynamics, Inc.

ARTICLE II

The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “DGCL”).

ARTICLE III

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle 19801. The name of the registered agent at such address is The Corporation Trust Company.

ARTICLE IV

4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 1,100,000,000 shares, consisting of 1,000,000,000 shares of Common Stock, having a par value of $0.001 per share (the “Common Stock”), and 100,000,000 shares of Preferred Stock, having a par value of $0.001 per share (the “Preferred Stock”).

4.2 Increase or Decrease in Authorized Capital Stock. The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote generally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), voting together as a single class, without a separate vote of the holders of the class or classes the number of authorized shares of which are being increased or decreased, unless a vote by any holders of one or more series of Preferred Stock is required by the express terms of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Section 4.4 of this Article IV.

4.3 Common Stock.

(a) The holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of shares of Common Stock are entitled to vote. Except as otherwise required by law or this certificate of incorporation (this “Certificate of Incorporation” which term, as used herein, shall mean the certificate of incorporation of the Corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock), and subject to the rights of the holders of Preferred Stock, at any annual or special meeting of the stockholders the holders of shares

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of Common Stock shall have the right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders; provided, however, that, except as otherwise required by law and except as provided in Section 4.2 hereof, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation that relates solely to the terms, number of shares, powers, designations, preferences, or relative participating, optional or other special rights (including, without limitation, voting rights), or to qualifications, limitations or restrictions thereon, of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including, without limitation, by any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(b) Subject to the rights of the holders of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board of Directors from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(c) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to the rights of the holders of Preferred Stock in respect thereof, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

4.4 Preferred Stock.

(a) The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions and to set forth in a certification of designations filed pursuant to the DGCL the powers, designations, preferences and relative, participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including, without limitation, sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.

(b) The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers,

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preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

ARTICLE V

5.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

5.2 Number of Directors; Election; Term.

(a) The number of directors that constitutes the entire board of directors of the corporation shall be fixed by, or in the manner provided in, the bylaws of the corporation. At each annual meeting of the stockholders, directors of the corporation shall be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier resignation or removal; except that if any such election shall not be so held, such election shall take place at a stockholder’s meeting called and held in accordance with the DGCL.

(b) Notwithstanding the foregoing Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, effective upon the initial sale of shares of common stock in the Corporation’s initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Effective Date”), the directors of the Corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The Board of Directors may assign members of the Board of Directors already in office to such classes at the time such classification becomes effective. The term of office of the initial Class I directors shall expire at the first regularly-scheduled annual meeting of the stockholders following the Effective Date, the term of office of the initial Class II directors shall expire at the second annual meeting of the stockholders following the Effective Date and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholders following the Effective Date. At each annual meeting of stockholders, commencing with the first regularly-scheduled annual meeting of stockholders following the Effective Date, each of the successors elected to replace the directors of a Class whose term shall have expired at such annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, if the number of directors that constitutes the Board of Directors is changed, any newly created directorships or decrease in directorships shall be so apportioned by the Board of Directors among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

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(c) Notwithstanding the foregoing provisions of this Section 5.2, and subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal.

(d) Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

5.3 Removal. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors a director may be removed from office by the stockholders of the Corporation only for cause and only by the affirmative vote of the holders of at least 66 ²⁄₃% in voting power of all then outstanding shares of capital stock of the Corporation entitled to vote thereon.

5.4 Vacancies and Newly Created Directorships. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, and except as otherwise provided in the DGCL, vacancies occurring on the Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been assigned by the Board of Directors and until his or her successor shall be duly elected and qualified.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by any Preferred Stock certificate of designation, the Bylaws may also be amended, altered or repealed and new Bylaws may be adopted by the affirmative vote of the holders of at least 66 ²⁄₃% in voting power of the outstanding stock of the Corporation entitled to vote thereon.

ARTICLE VII

7.1 No Action by Written Consent of Stockholders. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken by stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting. Prior to such conversion, any action required or permitted to be taken by stockholders of the Corporation that could be effected at a duly called annual or special meeting of the stockholders may be effected by written consent in lieu of such meeting.

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7.2 Special Meetings. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to call a special meeting of the holders of such series, special meetings of stockholders of the Corporation may be called only by the affirmative vote of a majority of the Board of Directors, the chairperson of the Board of Directors, the lead independent director, the chief executive officer or the president (in the absence of a chief executive officer), and the ability of the stockholders to call a special meeting is hereby specifically denied. The Board of Directors, by the affirmative vote of a majority of the Board of Directors, may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

7.3 No Cumulative Voting. No stockholder will be permitted to cumulate votes at any election of directors.

7.4 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE VIII

To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, 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 DGCL is amended 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 DGCL, as so amended.

Neither any amendment nor repeal of this Article, nor the adoption of any provision of this corporation’s Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or proceeding accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE IX

The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation 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 (a “Proceeding”) by reason of the fact that 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

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enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors.

The Corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that 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, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

A right to indemnification or to advancement of expenses arising under a provision of this Certificate of Incorporation or a bylaw of the corporation shall not be eliminated or impaired by an amendment to this Certificate of Incorporation or the Bylaws of the corporation after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

ARTICLE X

If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation (including any rights, preferences or other designations of Preferred Stock), in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL; and all rights, preferences and privileges herein conferred upon stockholders by and pursuant to this

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Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article X. Notwithstanding any other provision of this Certificate of Incorporation, and in addition to any other vote that may be required by law or the terms of any series of Preferred Stock, the affirmative vote of the holders of at least 66 ²/₃% of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, Article V, Article VI, Article VII or this Article X (including, without limitation, any such Article as renumbered as a result of any amendment, alteration, change, repeal or adoption of any other Article).

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EX-3.3

Exhibit 3.3

BYLAWS OF

SINGULARITY TECHNOLOGIES, INC.

Adopted April 1, 2008

TABLE OF CONTENTS

		Page
ARTICLE I - MEETINGS OF STOCKHOLDERS			1
1.1	Place of Meetings		1
1.2	Annual Meeting		1
1.3	Special Meeting		1
1.4	Notice of Stockholders’ Meetings		2
1.5	Quorum		2
1.6	Adjourned Meeting; Notice		2
1.7	Conduct of Business		3
1.8	Voting		3
1.9	Stockholder Action by Written Consent Without a Meeting		3
1.10	Record Date for Stockholder Notice; Voting; Giving Consents		4
1.11	Proxies		5
1.12	List of Stockholders Entitled to Vote		5
ARTICLE II - DIRECTORS			6
2.1	Powers		6
2.2	Number of Directors		6
2.3	Election, Qualification and Term of Office of Directors		6
2.4	Resignation and Vacancies		6
2.5	Place of Meetings; Meetings by Telephone		7
2.6	Conduct of Business		7
2.7	Regular Meetings		8
2.8	Special Meetings; Notice		8
2.9	Quorum; Voting		8
2.10	Board Action by Written Consent Without a Meeting		9
2.11	Fees and Compensation of Directors		9
2.12	Removal of Directors		9
ARTICLE III - COMMITTEES			9
3.1	Committees of Directors		9
3.2	Committee Minutes		10
3.3	Meetings and Actions of Committees		10
3.4	Subcommittees		10
ARTICLE IV - OFFICERS			11
4.1	Officers		11
4.2	Appointment of Officers		11
4.3	Subordinate Officers		11
4.4	Removal and Resignation of Officers		11
4.5	Vacancies in Offices		11

4.6	Representation of Shares of Other Corporations	11
4.7	Authority and Duties of Officers	12
ARTICLE V - INDEMNIFICATION		12
5.1	Indemnification of Directors and Officers in Third Party Proceedings	12
5.2	Indemnification of Directors and Officers in Actions by or in the Right of the Company	12
5.3	Successful Defense	13
5.4	Indemnification of Others	13
5.5	Advanced Payment of Expenses	13
5.6	Limitation on Indemnification	13
5.7	Determination; Claim	14
5.8	Non-Exclusivity of Rights	14
5.9	Insurance	14
5.10	Survival	15
5.11	Effect of Repeal or Modification	15
5.12	Certain Definitions	15
ARTICLE VI - STOCK		15
6.1	Stock Certificates; Partly Paid Shares	15
6.2	Special Designation on Certificates	16
6.3	Lost Certificates	16
6.4	Dividends	17
6.5	Stock Transfer Agreements	17
6.6	Registered Stockholders	17
6.7	Transfers	17
ARTICLE VII - MANNER OF GIVING NOTICE AND WAIVER		17
7.1	Notice of Stockholder Meetings	17
7.2	Notice by Electronic Transmission	18
7.3	Notice to Stockholders Sharing an Address	19
7.4	Notice to Person with Whom Communication is Unlawful	19
7.5	Waiver of Notice	19
ARTICLE VIII - GENERAL MATTERS		19
8.1	Fiscal Year	19
8.2	Seal	19
8.3	Annual Report	20
8.4	Construction; Definitions	20
ARTICLE IX - AMENDMENTS		20

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BYLAWS

ARTICLE I MEETINGS OF STOCKHOLDERS

1.1 Place of Meetings.

Meetings of stockholders of Singularity Technologies, Inc. (the “Company”) shall be held at any place, within or outside the State of Delaware, determined by the Company’s board of directors (the “Board”). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Company’s principal executive office.

1.2 Annual Meeting.

An annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting. The Company shall not be required to hold an annual meeting of stockholders, provided that (i) the stockholders are permitted to act by written consent under the Company’s certificate of incorporation and these bylaws, (ii) the stockholders take action by written consent to elect directors and (iii) the stockholders unanimously consent to such action or, if such consent is less than unanimous, 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.

1.3 Special Meeting.

A special meeting of the stockholders may be called at any time by the Board, Chairperson of the Board, Chief Executive Officer or President (in the absence of a Chief Executive Officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If any person(s) other than the Board calls a special meeting, the request shall:

(i) be in writing;

(ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and

(iii) be delivered personally or sent by registered mail or by facsimile transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.

The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

1.4 Notice of Stockholders’ Meetings.

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders 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.

1.5 Quorum.

Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.

If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in section 1.6, until a quorum is present or represented.

1.6 Adjourned Meeting; Notice.

Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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1.7 Conduct of Business.

Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

1.8 Voting.

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of section 1.10 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation or these bylaws.

1.9 Stockholder Action by Written Consent Without a Meeting.

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Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be 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 thereon were present and voted.

An electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission.

In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records.

Prompt notice of the taking of the 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 Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

1.10 Record Date for Stockholder Notice; Voting; Giving Consents

In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date:

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(i) in the case of determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;

(ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board; and

(iii) in the case of determination of stockholders for any other action, shall not be more than 60 days prior to such other action.

If no record date is fixed by the Board:

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 next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(i) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and

(ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

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 that the Board may fix a new record date for the adjourned meeting.

1.11 Proxies.

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

1.12 List of Stockholders Entitled to Vote.

The officer who has charge of the stock ledger of the Company shall prepare and make, at least ten 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

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the number of shares registered in the name of each stockholder. The Company shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten 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 Company’s principal place of business. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company. 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.

ARTICLE II DIRECTORS

2.1 Powers.

The business and affairs of the Company shall be managed by or under the direction of the Board, except as may be otherwise provided in the DGCL or the certificate of incorporation.

2.2 Number of Directors.

The Board shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

2.3 Election, Qualification and Term of Office of Directors.

Except as provided in section 2.4 of these bylaws, and subject to sections 1.2 and 1.9 of these bylaws, directors shall be elected at each annual meeting of stockholders. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

2.4 Resignation and Vacancies.

Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so

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resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws:

(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the Company should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.5 Place of Meetings; Meetings by Telephone.

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

2.6 Conduct of Business.

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Meetings of the Board shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

2.7 Regular Meetings.

Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

2.8 Special Meetings; Notice.

Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or any two directors.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail, directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Company’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Company’s principal executive office) nor the purpose of the meeting.

2.9 Quorum; Voting.

At all meetings of the Board, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

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The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of the directors.

2.10 Board Action by Written Consent Without a Meeting.

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, 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 thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.11 Fees and Compensation of Directors.

Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

2.12 Removal of Directors.

Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board 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.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE III COMMITTEES

3.1 Committees of Directors.

The Board may designate one or more committees, each committee to consist of one or more of the directors of the Company. 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 thereof 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 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 or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to

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the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Company.

3.2 Committee Minutes.

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

3.3 Meetings and Actions of Committees.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) section 2.5 (Place of Meetings; Meetings by Telephone);

(ii) section 2.7 (Regular Meetings);

(iii) section 2.8 (Special Meetings; Notice);

(iv) section 2.9 (Quorum; Voting);

(v) section 2.10 (Board Action by Written Consent Without a Meeting); and

(vi) section 7.5 (Waiver of Notice) with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(vii) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(viii) special meetings of committees may also be called by resolution of the Board; and

(ix) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.

3.4 Subcommittees.

Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

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ARTICLE IV OFFICERS

4.1 Officers.

The officers of the Company shall be a President and a Secretary. The Company may also have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

4.2 Appointment of Officers.

The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of section 4.3 of these bylaws.

4.3 Subordinate Officers.

The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

4.4 Removal and Resignation of Officers.

Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

4.5 Vacancies in Offices.

Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in section 4.3.

4.6 Representation of Shares of Other Corporations.

Unless otherwise directed by the Board, the President or any other person authorized by the Board or the President is authorized to vote, represent and exercise on behalf of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of

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the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

4.7 Authority and Duties of Officers.

Except as otherwise provided in these bylaws, the officers of the Company shall have such powers and duties in the management of the Company as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

ARTICLE V INDEMNIFICATION

5.1 Indemnification of Directors and Officers in Third Party Proceedings.

Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, 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 (a “Proceeding”) (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company 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 such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

5.2 Indemnification of Directors and Officers in Actions by or in the Right of the Company.

Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, 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 Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company 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 such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be

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made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

5.3 Successful Defense.

To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in section 5.1 or section 5.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

5.4 Indemnification of Others.

Subject to the other provisions of this Article V, the Company shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other applicable law. The Board shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

5.5 Advanced Payment of Expenses.

Expenses (including attorneys’ fees) incurred by an officer or director of the Company in defending any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article V or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate. The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these bylaws.

5.6 Limitation on Indemnification.

Subject to the requirements in section 5.3 and the DGCL, the Company shall not be obligated to indemnify any person pursuant to this Article V in connection with any Proceeding (or any part of any Proceeding):

(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

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(iii) for any reimbursement of the Company by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the Company or its directors, officers, employees, agents or other indemnitees, unless (a) the Board authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (c) otherwise required to be made under section 5.7 or (d) otherwise required by applicable law; or

(v) if prohibited by applicable law.

5.7 Determination; Claim.

If a claim for indemnification or advancement of expenses under this Article V is not paid in full within 90 days after receipt by the Company of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The Company shall indemnify such person against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses from the Company under this Article V, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the Company shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

5.8 Non-Exclusivity of Rights.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Company is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

5.9 Insurance.

The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture,

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trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the DGCL.

5.10 Survival.

The rights to indemnification and advancement of expenses conferred by this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

5.11 Effect of Repeal or Modification.

Any amendment, alteration or repeal of this Article V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to such amendment, alteration or repeal.

5.12 Certain Definitions.

For purposes of this Article V, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article V.

ARTICLE VI STOCK

6.1 Stock Certificates; Partly Paid Shares.

The shares of the Company shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Company by the

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Chairperson of the Board or Vice-Chairperson of the Board, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Company shall not have power to issue a certificate in bearer form.

The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2 Special Designation on Certificates.

If the Company is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the 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 the certificate that the Company shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock, a statement that the Company will furnish without charge to each stockholder who so requests 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. Within a reasonable time after the issuance or transfer of uncertificated stock, the Company shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section 6.2 or Sections 156, 202(a) or 218(a) of the DGCL or with respect to this section 6.2 a statement that the Company will furnish without charge to each stockholder who so requests 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. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.3 Lost Certificates.

Except as provided in this section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time. The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the

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Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4 Dividends.

The Board, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the Company’s capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject to the provisions of the certificate of incorporation.

The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

6.5 Stock Transfer Agreements.

The Company shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

6.6 Registered Stockholders.

The Company:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

6.7 Transfers.

Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer.

ARTICLE VII MANNER OF GIVING NOTICE AND WAIVER

7.1 Notice of Stockholder Meetings.

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Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Company’s records. An affidavit of the Secretary or an Assistant Secretary of the Company or of the transfer agent or other agent of the Company that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2 Notice by Electronic Transmission.

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Company under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if:

(i) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent; and

(ii) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(iii) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(iv) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice:

(v) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(vi) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

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Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

7.3 Notice to Stockholders Sharing an Address.

Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Company under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any stockholder who fails to object in writing to the Company, within 60 days of having been given written notice by the Company of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4 Notice to Person with Whom Communication is Unlawful.

Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Company is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

7.5 Waiver of Notice.

Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII GENERAL MATTERS

8.1 Fiscal Year.

The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.

8.2 Seal.

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The Company may adopt a corporate seal, which shall be in such form as may be approved from time to time by the Board. The Company may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

8.3 Annual Report.

The Company shall cause an annual report to be sent to the stockholders of the Company to the extent required by applicable law. If and so long as there are fewer than 100 holders of record of the Company’s shares, the requirement of sending an annual report to the stockholders of the Company is expressly waived (to the extent permitted under applicable law).

8.4 Construction; Definitions.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the Company may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the Board.

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CERTIFICATE OF ADOPTION OF BYLAWS

OF

SINGULARITY TECHNOLOGIES, INC.

The undersigned certifies that he or she is the duly elected, qualified and acting Secretary of Singularity Technologies, Inc., a Delaware corporation (the “Company”), and that the foregoing bylaws were adopted as the bylaws of the Company on April 1, 2008 by the Incorporator of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of April 11, 2008.

/s/ Jyoti Bansal

Jyoti Bansal, Secretary

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS OF

APPDYNAMICS, INC.

Adopted December 15, 2016

Effective as of the

closing of the corporation’s initial public offering

TABLE OF CONTENTS

		Page
ARTICLE I — CORPORATE OFFICES			1
1.1	REGISTERED OFFICE		1
1.2	OTHER OFFICES		1
ARTICLE II — MEETINGS OF STOCKHOLDERS			1
2.1	PLACE OF MEETINGS		1
2.2	ANNUAL MEETING		1
2.3	SPECIAL MEETING		1
2.4	ADVANCE NOTICE PROCEDURES		2
2.5	NOTICE OF STOCKHOLDERS’ MEETINGS		6
2.6	QUORUM		6
2.7	ADJOURNED MEETING; NOTICE		6
2.8	CONDUCT OF BUSINESS		6
2.9	VOTING		7
2.10	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING		7
2.11	RECORD DATES		7
2.12	PROXIES		8
2.13	LIST OF STOCKHOLDERS ENTITLED TO VOTE		8
2.14	INSPECTORS OF ELECTION		9
ARTICLE III — DIRECTORS			9
3.1	POWERS		9
3.2	NUMBER OF DIRECTORS		9
3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS		9
3.4	RESIGNATION AND VACANCIES		10
3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE		10
3.6	REGULAR MEETINGS		11
3.7	SPECIAL MEETINGS; NOTICE		11
3.8	QUORUM; VOTING		11
3.9	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING		12
3.10	FEES AND COMPENSATION OF DIRECTORS		12
3.11	REMOVAL OF DIRECTORS		12
ARTICLE IV — COMMITTEES			12
4.1	COMMITTEES OF DIRECTORS		12
4.2	COMMITTEE MINUTES		13
4.3	MEETINGS AND ACTION OF COMMITTEES		13
4.4	SUBCOMMITTEES		14
ARTICLE V — OFFICERS			14
5.1	OFFICERS		14
5.2	APPOINTMENT OF OFFICERS		14
5.3	SUBORDINATE OFFICERS		14
5.4	REMOVAL AND RESIGNATION OF OFFICERS		14

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TABLE OF CONTENTS

(continued)

		Page
5.5	VACANCIES IN OFFICES		15
5.6	REPRESENTATION OF SHARES OR INTERESTS OF OTHER CORPORATIONS OR ENTITIES		15
5.7	AUTHORITY AND DUTIES OF OFFICERS		15
ARTICLE VI — STOCK			15
6.1	STOCK CERTIFICATES; PARTLY PAID SHARES		15
6.2	SPECIAL DESIGNATION ON CERTIFICATES		16
6.3	LOST, STOLEN OR DESTROYED CERTIFICATES		16
6.4	DIVIDENDS		16
6.5	TRANSFER OF STOCK		16
6.6	STOCK TRANSFER AGREEMENTS		17
6.7	REGISTERED STOCKHOLDERS		17
ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER			17
7.1	NOTICE OF STOCKHOLDERS’ MEETINGS		17
7.2	NOTICE BY ELECTRONIC TRANSMISSION		17
7.3	NOTICE TO STOCKHOLDERS SHARING AN ADDRESS		18
7.4	NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL		18
7.5	WAIVER OF NOTICE		19
ARTICLE VIII — INDEMNIFICATION			19
8.1	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS		19
8.2	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION		19
8.3	SUCCESSFUL DEFENSE		20
8.4	INDEMNIFICATION OF OTHERS; ADVANCE PAYMENT TO OTHERS		20
8.5	ADVANCE PAYMENT OF EXPENSES		20
8.6	LIMITATION ON INDEMNIFICATION		20
8.7	DETERMINATION; CLAIM		21
8.8	NON-EXCLUSIVITY OF RIGHTS		21
8.9	INSURANCE		21
8.10	SURVIVAL		22
8.11	EFFECT OF REPEAL OR MODIFICATION		22
8.12	CERTAIN DEFINITIONS		22
ARTICLE IX — FORUM FOR CERTAIN ACTIONS			22
ARTICLE X — GENERAL MATTERS			23
10.1	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS		23
10.2	FISCAL YEAR		23
10.3	SEAL		23
10.4	CONSTRUCTION; DEFINITIONS		23
ARTICLE XI — AMENDMENTS			23

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AMENDED AND RESTATED BYLAWS OF APPDYNAMICS, INC.

ARTICLE I — CORPORATE OFFICES

1.1 REGISTERED OFFICE

The registered office of AppDynamics, Inc. shall be fixed in the corporation’s certificate of incorporation. References in these bylaws to the certificate of incorporation shall mean the certificate of incorporation of the corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock.

1.2 OTHER OFFICES

The corporation’s board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II — MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. The board of directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s then-principal executive office.

2.2 ANNUAL MEETING

The annual meeting of stockholders shall be held on such date, at such time, and at such place (if any) within or without the State of Delaware, as the board of directors shall designate from time to time and stated in the corporation’s notice of the meeting. At the annual meeting, directors shall be elected and any other proper business, brought in accordance with Section 2.4 of these bylaws, may be transacted.

2.3 SPECIAL MEETING

(i) A special meeting of the stockholders, other than those required by statute, may be called at any time only by (A) the affirmative vote of a majority of the Whole Board, (B) the chairperson of the board of directors, (C) the chief executive officer, or (D) the president (in the absence of a chief executive officer). A special meeting of the stockholders may not be called by any other person or persons. The board of directors, by the affirmative vote of a majority of the Whole Board, may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders. For purposes of these bylaws, the term “Whole Board” will mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

(ii) The notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special meeting of stockholders as shall have been brought

before the meeting by or at the direction of the board of directors acting by the affirmative vote of a majority of the Whole Board, the chairperson of the board of directors, the chief executive officer or the president (in the absence of a chief executive officer). Nothing contained in this Section 2.3(ii) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

2.4 ADVANCE NOTICE PROCEDURES

(i) Advance Notice of Stockholder Business at an Annual Meeting. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the corporation’s proxy materials with respect to such meeting, (B) by or at the direction of the board of directors, or (C) by a stockholder of the corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(i) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 2.4(i). In addition, for business to be properly brought by a stockholder before an annual meeting, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations and any successors thereto (the “1934 Act”)), clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

(a) To comply with clause (C) of Section 2.4(i) above, a stockholder’s notice must set forth all information required under this Section 2.4(i) and must be timely received by the secretary. To be timely, a stockholder’s notice must be received by the secretary at the principal executive offices of the corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described in this Section 2.4(i)(a). “Public Announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

(b) To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting, the text of the proposed business (including the text of any resolutions proposed for consideration) and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class and number of shares of the corporation that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person as of the date of delivery of such notice, (4) whether and

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the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, (5) any material interest of the stockholder or a Stockholder Associated Person in such business, and (6) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the voting power of the corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder’s notice to the secretary must be supplemented not later than ten days following the record date for the determination of stockholders entitled to notice of the meeting, and ten days following the record date for the determination of stockholders entitled to vote at the meeting (if that record date is different than the record date for the determination of stockholders entitled to notice of the meeting), to disclose the information contained in clauses (3) and (4) above as of the applicable record date for notice of the meeting. For purposes of this Section 2.4, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).

(c) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(i) and, if applicable, Section 2.4(ii). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 2.4(i), and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(ii) Advance Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4(ii) shall be eligible for election or re-election as directors at an annual meeting of stockholders. Nominations of persons for election or re-election to the board of directors of the corporation shall be made at an annual meeting of stockholders only (A) by or at the direction of the board of directors or (B) by a stockholder of the corporation who (1) was a stockholder of record at the time of the giving of the notice required by this Section 2.4(ii), on the record date for the determination of stockholders entitled to notice of the annual meeting and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 2.4(ii). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the secretary.

(a) To comply with clause (B) of Section 2.4(ii) above, a nomination to be made by a stockholder must set forth all information required under this Section 2.4(ii) and must be received by the secretary at the then-principal executive offices of the corporation at the time set forth in, and in accordance with, the final three sentences of Section 2.4(i)(a), above.

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(b) To be in proper written form, such stockholder’s notice to the secretary must set forth:

(1) as to each person whom the stockholder proposes to nominate for election or re-election as a director (a “nominee”): (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between or among the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or concerning the nominee’s potential service on the board of directors, (F) a written statement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe fiduciary duties under Delaware law with respect to the corporation and its stockholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election or re-election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected or re-elected, as the case may be); and

(2) as to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 2.4(i)(b), above, and the supplement referenced in the second sentence of Section 2.4(i)(b) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the voting power of the corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect or re-elect such nominee(s) (such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).

(c) At the request of the board of directors, any person nominated by a stockholder for election or re-election as a director must furnish to the secretary (1) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given and (2) such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director or audit committee financial expert of the corporation under applicable law, securities exchange rule or regulation, or any publicly disclosed corporate governance guideline or committee charter of the corporation and (3) such other information that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of any such information of the kind specified in this Section 2.4(ii)(c) if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 2.4(ii).

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(d) Without exception, no person shall be eligible for election or re-election as a director of the corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 2.4(ii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.

(iii) Advance Notice of Director Nominations for Special Meetings.

(a) For a special meeting of stockholders at which directors are to be elected or re-elected, nominations of persons for election or re-election to the board of directors shall be made only (1) by or at the direction of the board of directors or (2) by any stockholder who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(iii), on the record date for the determination of stockholders entitled to notice of the special meeting and on the record date for the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the secretary that includes the information set forth in Sections 2.4(ii)(b) and (ii)(c) above. To be timely, such notice must be received by the secretary at the then-principal executive offices of the corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected or re-elected at such meeting. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or at the direction of the board of directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section 2.4(iii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. Any person nominated in accordance with this Section 2.4(iii) is subject to, and must comply with, the provisions of Section 2.4(ii)(c).

(b) The chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.

(iv) Other Requirements and Rights. In addition to the foregoing provisions of this Section 2.4, a stockholder must also comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4. Nothing in this Section 2.4 shall be deemed to affect any rights of:

(a) a stockholder to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act; or

(b) the corporation to omit a proposal from the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.

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2.5 NOTICE OF STOCKHOLDERS’ MEETINGS

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange, the written notice of any meeting of stockholders 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 as of the record date for determining the stockholders entitled to notice of the meeting.

2.6 QUORUM

The holders of a majority of the voting power of the stock issued, outstanding and entitled to vote, and present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange. Where a separate vote by a class or series or classes or series is required, a majority of the voting power of the then-issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange.

If a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting.

2.7 ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and Section 2.11 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

2.8 CONDUCT OF BUSINESS

The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business, and

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shall have the power to adjourn the meeting to another place, if any, date or time, whether or not a quorum is present. The chairperson of any meeting of stockholders shall be designated by the board of directors; in the absence of such designation, the chairperson of the board of directors, if any, the chief executive officer (in the absence of the chairperson) or the president (in the absence of the chairperson of the board of directors and the chief executive officer), or in their absence any other executive officer of the corporation, shall serve as chairperson of the stockholder meeting.

2.9 VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

Except as otherwise provided by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of the voting power of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange.

2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Subject to the rights of the holders of the shares of any series of Preferred Stock or any other class of stock or series thereof that have been expressly granted the right to take action by written consent, any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing by such stockholders.

2.11 RECORD DATES

In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 2.11 at the adjourned meeting.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

2.12 PROXIES

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A written proxy may be in the form of a telegram, cablegram, or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the telegram, cablegram, or other means of electronic transmission was authorized by the stockholder.

2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date. The stockholder list shall be arranged in alphabetical order and show the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten (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 corporation’s then-principal place of business. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place (as opposed to solely by means of remote communication), then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then a 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.

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2.14 INSPECTORS OF ELECTION

Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting shall appoint a person to fill that vacancy.

The inspector or inspectors so appointed and designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspector or inspectors count of all votes and ballots, and (vi) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspector or inspectors may consider such information as is permitted by applicable law. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III — DIRECTORS

3.1 POWERS

The business and affairs of the corporation shall be managed by or under the direction of the board of directors, except as may be otherwise provided in the DGCL or the certificate of incorporation.

3.2 NUMBER OF DIRECTORS

The board of directors shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time solely by resolution of the Whole Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. If so provided in the certificate of incorporation, the directors of the corporation shall be divided into three classes.

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3.4 RESIGNATION AND VACANCIES

Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified in the notice of resignation, acceptance of such resignation shall not be necessary to make it effective. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then-in office, although less than a quorum, or by a sole remaining director, and not by stockholders. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then-in office constitute less than a majority of the Whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting power of the capital stock of the corporation at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors or any subcommittee, may participate in a meeting of the board of directors, or any such committee or subcommittee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

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3.6 REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

3.7 SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairperson of the board of directors, the chief executive officer, the president, the secretary or a majority of the authorized number of directors, at such times and places as he or she or they shall designate.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile; or

(iv) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation’s principal executive office) or the purpose of the meeting.

3.8 QUORUM; VOTING

At all meetings of the board of directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of such directors.

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3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation, these bylaws or statute, any action required or permitted to be taken at any meeting of the board of directors, or of any committee or subcommittee thereof, may be taken without a meeting if all members of the board of directors or committee or subcommittee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board of directors or committee or subcommittee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this Section 3.9 at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.

3.10 FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation, these bylaws, statute or the rules of any applicable stock exchange, the board of directors shall have the authority to fix the compensation of directors.

3.11 REMOVAL OF DIRECTORS

A director may be removed from office by the stockholders of the corporation only for cause.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV — COMMITTEES

4.1 COMMITTEES OF DIRECTORS

The board of directors may, by resolution passed by a majority of the authorized number of directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board of directors 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 thereof 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 or in these bylaws, 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 that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

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4.2 COMMITTEE MINUTES

Each committee and subcommittee shall keep regular minutes of its meetings and report the same to the board of directors, or the committee, when required.

4.3 MEETINGS AND ACTION OF COMMITTEES

A majority of the directors then serving on a committee or subcommittee shall constitute a quorum for the transaction of business by the committee or subcommittee, unless the certificate of incorporation, these bylaws, a resolution of the board of directors or a resolution of a committee that created the subcommittee requires a greater or lesser number, provided that in no case shall a quorum be less than 1/3 of the directors then serving on the committee or subcommittee. The vote of the majority of the members of a committee or subcommittee present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, unless the certificate of incorporation, these bylaws, a resolution of the board of directors or a resolution of a committee that created the subcommittee requires a greater number. Meetings and actions of committees and subcommittees shall otherwise be governed by, and held and taken in accordance with, the provisions of:

(i) Section 3.5 (place of meetings and meetings by telephone);

(ii) Section 3.6 (regular meetings);

(iii) Section 3.7 (special meetings; notice);

(iv) Section 3.8 (quorum; voting);

(v) Section 3.9 (action without a meeting); and

(vi) Section 7.5 (waiver of notice)

with such changes in the context of those bylaws as are necessary to substitute the committee or subcommittee and its members for the board of directors and its members. However:

(i) the time and place of regular meetings of committees and subcommittees may be determined either by resolution of the board of directors or by resolution of the committee or subcommittee;

(ii) special meetings of committees and subcommittees may also be called by resolution of the board of directors or the committee or subcommittee; and

(iii) notice of special meetings of committees and subcommittees shall also be given to all alternate members, as applicable, who shall have the right to attend all meetings of the committee or subcommittee. The board of directors, or, in the absence of any such action by the board of directors, the committee or subcommittee, may adopt rules for the government of any committee or subcommittee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.

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4.4 SUBCOMMITTEES

Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE V — OFFICERS

5.1 OFFICERS

The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the board of directors, a chairperson of the board of directors, a vice chairperson of the board of directors, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

5.2 APPOINTMENT OF OFFICERS

The board of directors shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Section 5 for the regular election to such office.

5.3 SUBORDINATE OFFICERS

The board of directors may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

5.4 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the board of directors at any regular or special meeting of the board of directors. Any such officer, except in the case of an officer appointed pursuant to Section 5.2, may also be removed by an officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written or electronic notice to the corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the officer. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

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5.5 VACANCIES IN OFFICES

Any vacancy occurring in any office of the corporation shall be filled by the board of directors or as provided in Section 5.3.

5.6 REPRESENTATION OF SHARES OR INTERESTS OF OTHER CORPORATIONS OR ENTITIES

The chairperson of the board of directors, the chief executive officer, the president, any vice president, the treasurer, the secretary or any assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares or equity interests of any other corporation or corporations or entity or entities standing in the name of this corporation, including the right to act by written consent. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

5.7 AUTHORITY AND DUTIES OF OFFICERS

All officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the board of directors.

ARTICLE VI — STOCK

6.1 STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of the corporation shall be represented by certificates, provided that the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Unless otherwise provided by resolution of the board of directors, every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the corporation by any two authorized officers of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The corporation shall not have power to issue a certificate in bearer form.

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly-paid shares, or upon the books and records of the corporation in the case of uncertificated partly-paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully-paid shares, the corporation shall declare a dividend upon partly-paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

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6.2 SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the 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 the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests 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. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 6.2 or Sections 151, 156, 202(a) or 218(a) of the DGCL or with respect to this Section 6.2 a statement that the corporation will furnish without charge to each stockholder who so requests 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. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.3 LOST, STOLEN OR DESTROYED CERTIFICATES

Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

6.4 DIVIDENDS

The board of directors, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock, subject to the provisions of the certificate of incorporation.

The board of directors may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

6.5 TRANSFER OF STOCK

Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer; provided, however, that such succession, assignment or authority to transfer is not prohibited by the certificate of incorporation, these bylaws, applicable law or contract.

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6.6 STOCK TRANSFER AGREEMENTS

The corporation shall have 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 DGCL.

6.7 REGISTERED STOCKHOLDERS

The corporation:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(ii) shall be entitled (to the fullest extent permitted by applicable law) to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER

7.1 NOTICE OF STOCKHOLDERS’ MEETINGS

Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the corporation’s records. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2 NOTICE BY ELECTRONIC TRANSMISSION

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if:

(i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and

(ii) such inability becomes known to the secretary or an assistant secretary or to the transfer agent, or other person responsible for the giving of notice.

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However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

7.3 NOTICE TO STOCKHOLDERS SHARING AN ADDRESS

Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under the provisions of the DGCL, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

7.4 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

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7.5 WAIVER OF NOTICE

Whenever notice is required to be given to stockholders, directors or other persons under any provision of the DGCL, the certificate of incorporation or these bylaws a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders or the board of directors, as the case may be, need be specified in any written waiver of notice or any waiver by electronic transmission unless so required under any provision of the DGCL, the certificate of incorporation or these bylaws.

ARTICLE VIII — INDEMNIFICATION

8.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS

Subject to the other provisions of this Article VIII, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, 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 (a “Proceeding”) (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director of the corporation or an officer of the corporation, or while a director of the corporation or officer of the corporation is or was serving at the request of the corporation as a director, officer, employee or agent of a subsidiary or 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 such person in connection with such Proceeding if such person acted in good faith and in a manner such person 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 such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person 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 such person’s conduct was unlawful.

8.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

Subject to the other provisions of this Article VIII, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, 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 by reason of the fact that such person is or was a director or officer of the corporation, or while a director or officer of the corporation 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 such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which

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such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

8.3 SUCCESSFUL DEFENSE

To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

8.4 INDEMNIFICATION OF OTHERS; ADVANCE PAYMENT TO OTHERS

Subject to the other provisions of this Article VIII, the corporation shall have power to advance expenses to and indemnify its employees and its agents to the extent not prohibited by the DGCL or other applicable law. The board of directors shall have the power to delegate the determination of whether employees or agents shall be indemnified or receive an advancement of expenses to such person or persons as the board of directors determines.

8.5 ADVANCE PAYMENT OF EXPENSES

Expenses (including attorneys’ fees) actually and reasonably incurred by an officer or director of the corporation in defending any Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article VIII or the DGCL. Such expenses (including attorneys’ fees) actually and reasonably incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems reasonably appropriate and shall be subject to the corporation’s expense guidelines. The right to advancement of expenses shall not apply to any Proceeding (or any part of any Proceeding) for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding (or any part of any Proceeding) referenced in Section 8.6(ii) or 8.6(iii) prior to a determination that the person is not entitled to be indemnified by the corporation.

8.6 LIMITATION ON INDEMNIFICATION

Subject to the requirements in Section 8.3 and the DGCL, the corporation shall not be obligated to indemnify any person pursuant to this Article VIII in connection with any Proceeding (or any part of any Proceeding):

(i) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

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(ii) for an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(iii) for any reimbursement of the corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the corporation, as required in each case under the 1934 Act (including any such reimbursements that arise from an accounting restatement of the corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(iv) initiated by such person against the corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the corporation under applicable law, (c) otherwise required to be made under Section 8.7 or (d) otherwise required by applicable law; or

(v) if prohibited by applicable law.

8.7 DETERMINATION; CLAIM

If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within 90 days after receipt by the corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The corporation shall indemnify such person against any and all expenses that are actually and reasonably incurred by such person in connection with any action for indemnification or advancement of expenses from the corporation under this Article VIII, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

8.8 NON-EXCLUSIVITY OF RIGHTS

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

8.9 INSURANCE

The 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 such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.

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8.10 SURVIVAL

The rights to indemnification and advancement of expenses conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

8.11 EFFECT OF REPEAL OR MODIFICATION

A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

8.12 CERTAIN DEFINITIONS

For purposes of this Article VIII, references to the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article VIII.

ARTICLE IX — FORUM FOR CERTAIN ACTIONS

Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forums for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware or a state or federal court located within the city and county of San Francisco, California, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this bylaw.

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ARTICLE X — GENERAL MATTERS

10.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

Except as otherwise provided by law, the certificate of incorporation or these bylaws, the board of directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any document or instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

10.2 FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

10.3 SEAL

The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the board of directors. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

10.4 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both an entity and a natural person.

ARTICLE XI — AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.

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APPDYNAMICS, INC.

CERTIFICATE OF AMENDMENT OF BYLAWS

The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of AppDynamics, Inc., a Delaware corporation and that the foregoing bylaws were amended and restated effective upon [            ], 2017 by the corporation’s board of directors.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this [    ]th day of [            ], 2017.

Dan Wright

Secretary

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EX-4.1

Exhibit 4.1

APPDYNAMICS, INC.

SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

November 8, 2015

TABLE OF CONTENTS

		Page
Section 1 Definitions			1
1.1	Certain Definitions		1
Section 2 Registration Rights			4
2.1	Requested Registration		4
2.2	Company Registration		6
2.3	Registration on Form S-3		8
2.4	Expenses of Registration		9
2.5	Registration Procedures		9
2.6	Indemnification		10
2.7	Information by Holder		12
2.8	Restrictions on Transfer		12
2.9	Rule 144 Reporting		14
2.10	Market Stand-Off Agreement		14
2.11	Delay of Registration		15
2.12	Transfer or Assignment of Registration Rights		15
2.13	Limitations on Subsequent Registration Rights		15
2.14	Termination of Registration Rights		16
Section 3 Information Covenants of the Company			16
3.1	Basic Financial Information and Inspection Rights		16
3.2	Confidentiality		17
3.3	Qualified Small Business Stock		17
3.4	Employee Stock Vesting		17
3.5	Proprietary Information and Invention Agreements		18
3.6	Termination of Covenants		18
3.7	“Bad Actor” Notice		18
Section 4 Right of First Refusal			18
4.1	Right of First Refusal to Significant Holders		18
Section 5 Miscellaneous			20
5.1	Amendment		20
5.2	Notices		21
5.3	Governing Law		21
5.4	Successors and Assigns		22
5.5	Entire Agreement		22
5.6	Delays or Omissions		22
5.7	Severability		22
5.8	Titles and Subtitles		22

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TABLE OF CONTENTS

(Continued)

5.9	Counterparts	23
5.10	Telecopy Execution and Delivery	23
5.11	Jurisdiction; Venue	23
5.12	Further Assurances	23
5.13	Term and Termination	23
5.14	Attorneys’ Fees	23
5.15	Aggregation of Stock	23

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APPDYNAMICS, INC.

SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

This Sixth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of November 8, 2015, by and among AppDynamics, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.

Recitals

WHEREAS: The Investors are parties to the Amended and Restated Series F Preferred Stock Purchase Agreement of even date herewith, among the Company and the Investors listed on the Schedule of Investors thereto (the “Purchase Agreement”), and it is a condition to the closing of the sale of the Series F Preferred Stock to the Investors listed on such Schedule of Investors that the Investors and the Company execute and deliver this Agreement.

WHEREAS: Certain of the Investors and the Company are parties to that certain Fifth Amended and Restated Investors’ Rights Agreement, dated as of October 16, 2015 (the “Prior Agreement”), which they now wish to amend and restate in its entirety in accordance with Section 5.1 of the Prior Agreement and, effective upon the Third Closing (as defined in the Purchase Agreement), accept the rights and covenants hereof in lieu of the rights and covenants under the Prior Agreement.

WHEREAS: The Company and the Holders of Registrable Securities (as defined in the Prior Agreement) required to amend the Prior Agreement are entering into this Agreement, making this Agreement binding upon all of the parties to the Prior Agreement.

NOW, THEREFORE: In consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

Section 1

Definitions

1.1 Certain Definitions.

As used in this Agreement, the following terms shall have the meanings set forth below:

(a) “Bad Actor Disqualification” means any “bad actor” disqualification described in Rule 506(d)(1)(i) through (viii) under the Securities Act.

(b) “Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(c) “Common Stock” means the Common Stock of the Company.

(d) “Conversion Stock” shall mean shares of Common Stock issued upon conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock.

(e) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(f) “Holder” shall mean any Investor who holds Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been duly and validly transferred in accordance with Section 2.12 of this Agreement.

(g) “Indemnified Party” shall have the meaning set forth in Section 2.6(c) hereto.

(h) “Indemnifying Party” shall have the meaning set forth in Section 2.6(c) hereto.

(i) “Initial Public Offering” shall mean the closing of the Company’s first firm commitment underwritten public offering of the Company’s Common Stock registered under the Securities Act.

(j) “Initiating Holders” shall mean any Holder or Holders who in the aggregate hold not less than thirty percent (30%) of the outstanding Registrable Securities.

(k) “KPCB Common” shall mean an aggregate of 1,176,310 shares of Common Stock purchased by KPCB Holdings, Inc. pursuant to those certain Stock Transfer Agreements, each dated as of December 22, 2011, among the Company, KPCB Holdings, Inc. and each of Jyoti Bansal and Bhaskar Sunkura.

(l) “Liquidation Event” shall have the meaning set forth in the Company’s Restated Certificate.

(m) “New Securities” shall have the meaning set forth in Section 4.1(a) hereto.

(n) “Other Selling Stockholders” shall mean persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

(o) “Other Shares” shall mean shares of Common Stock, other than Registrable Securities (as defined below), with respect to which registration rights have been granted.

(p) “Purchase Agreement” shall have the meaning set forth in the Recitals hereto.

(q) “Qualified IPO” shall have the meaning set forth in the Company’s Restated Certificate.

(r) “Registrable Securities” shall mean (i) shares of Common Stock issued or issuable pursuant to the conversion of the Shares, (ii) any Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) above, (iii) shares of KPCB Common and (iv) any Common Stock issued and sold pursuant to the Allocation Agreements entered into by

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the Company with General Atlantic (AD), L.P., Altimeter Partners Fund, L.P. and Adage Capital Partners, LP; provided, however, that Registrable Securities shall not include any shares of Common Stock described in clauses (i)-(iv) above which have previously been registered or which have been sold to the public either pursuant to a registration statement or Rule 144, or which have been sold in a private transaction in which the transferor’s rights under this Agreement are not validly assigned in accordance with this Agreement.

(s) The terms “register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement.

(t) “Registration Expenses” shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses, fees and disbursements of counsel for the Holders and the compensation of regular employees of the Company, which shall be paid in any event by the Company.

(u) “Restated Certificate” shall mean the Company’s Amended and Restated Certificate of Incorporation (as may be amended from time to time).

(v) “Restricted Securities” shall mean any Registrable Securities required to bear the first legend set forth in Section 2.8(c) hereof.

(w) “Rule 144” shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

(x) “Rule 145” shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

(y) “Rule 415” shall mean Rule 415 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

(z) “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(aa) “Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder.

(bb) “Series A Preferred Stock” shall mean the shares of the Company’s Series A Preferred Stock.

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(cc) “Series B Preferred Stock” shall mean the shares of the Company’s Series B Preferred Stock.

(dd) “Series C Preferred Stock” shall mean the shares of the Company’s Series C Preferred Stock.

(ee) “Series D Preferred Stock” shall mean the shares of the Company’s Series D Preferred Stock.

(ff) “Series E Preferred Stock” shall mean the shares of the Company’s Series E Preferred Stock.

(gg) “Series E Qualified IPO” shall meaning set forth in the Restated Certificate.

(hh) “Series F Preferred Stock” shall mean the shares of the Company’s Series F Preferred Stock.

(ii) “Series F Qualified IPO” shall meaning set forth in the Restated Certificate.

(jj) “Shares” shall mean (i) the Series A Preferred Stock, (ii) the Series B Preferred Stock, (iii) the Series C Preferred Stock, (iv) the Series D Preferred Stock, (v) the Series E Preferred Stock and (vi) the Series F Preferred Stock.

(kk) “Significant Holder” shall have the meaning set forth in Section 3.1 hereof.

(ll) “Withdrawn Registration” shall mean a forfeited demand registration under Section 2.1 in accordance with the terms and conditions of Section 2.4.

Section 2

Registration Rights

2.1 Requested Registration.

(a) Request for Registration. Subject to the conditions set forth in this Section 2.1, if the Company shall receive from Initiating Holders a written request signed by such Initiating Holders that the Company effect any registration with respect to all or a part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed of by such Initiating Holders), the Company will:

(i) promptly give written notice of the proposed registration to all other Holders; and

(ii) as soon as practicable (but in any event no later than ninety (90) days of the receipt by the Company of such request, except in the case of a Shelf Take-Down (as defined below), in which case no later than forty-five (45) days, file and use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are

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specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered.

(b) Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:

(i) Prior to that date which is one hundred and eighty (180) days following the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (or the subsequent date on which all market stand-off agreements applicable to the offering have terminated);

(ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than $10,000,000;

(iii) In any particular jurisdiction in which the Company would be required 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 by the Securities Act;

(iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations);

(v) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;

(vi) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section 2.3 hereof;

(vii) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company); and

(viii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (b)(vii) above to firmly underwrite the offer.

(c) Deferral. If (i) in the good faith judgment of the Board of Directors of the Company, the filing of a registration statement covering the Registrable Securities would be detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company for such registration

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statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than two (2) times in any twelve-month period.

(d) Other Shares. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

(e) Underwriting. The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in a underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders.

Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders (on an as-converted to Common Stock basis); (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company.

If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

2.2 Company Registration.

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(a) Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

(i) promptly give written notice of the proposed registration to all Holders; and

(ii) use its commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2.2(b) below, and in any underwriting involved therein, all of such Registrable Securities as are specified in a written request or requests made by any Holder or Holders received by the Company within fifteen (15) days after such written notice from the Company is mailed or delivered. Such written request may specify all or a part of a Holder’s Registrable Securities.

(b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 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, the Other Selling Stockholders and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

(A) Notwithstanding any other provision of this Section 2.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account; (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders (on an as-converted to Common Stock basis); and (iii) third, to the Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders (on an as-converted to Common Stock basis).

If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

(c) Right to Terminate Registration. 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.

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2.3 Registration on Form S-3.

(a) Request for Form S-3 Registration. After its initial public offering, the Company shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2 and subject to the conditions set forth in this Section 2.3, if the Company shall receive from a Holder or Holders of Registrable Securities a written request that the Company effect any registration on Form S-3 or any similar short form registration statement with respect to all or part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will take all such action with respect to such Registrable Securities as required by Section 2.1(a)(i) and (ii). Holders of Registrable Securities requesting a registration on Form S-3 or any comparable or successor form or forms pursuant to this Section 2.3(a) shall have the right to elect for any such registration to be made for an offering to be made on a continuous or delayed basis pursuant to Rule 415 covering the Registrable Securities (a “Shelf Registration”). The Company shall use its reasonable best efforts to keep the Shelf Registration continuously effective in order to permit the prospectus forming a part thereof to be usable by the Holders for a period of 12 months, or, if earlier, until the distribution contemplated in the registration statement filed in connection with the Shelf Registration has been completed. If at any time following the effectiveness of a Form S-3 that is intended to be a Shelf Registration, the Company shall receive from a Holder or Holders of Registrable Securities a written request that the Company initiate an offering or sale of all or part of the Registrable Securities included in such Shelf Registration, in either an underwritten or nonunderwritten offering (a “Shelf Take-Down”) (such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will take all such action with respect to such Registrable Securities as required by Section 2.1(a)(i) and (ii).

(b) Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:

(i) In the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v);

(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) on Form S-3 at an aggregate price to the public of less than $1,000,000; or

(iii)(A) With respect to any registrations on Form S-3, if, in a given twelve-month period, the Company has effected two (2) such registrations in such period and (B) solely with respect to any underwritten Shelf Take-Down, if in a given twelve-month period, the Company has effected two (2) such underwritten Shelf Take-Downs in such period.

(c) Deferral. The provisions of Section 2.1(c) shall apply to any registration pursuant to this Section 2.3.

(d) Underwriting. If the Holders of Registrable Securities requesting registration under this Section 2.3 intend to distribute the Registrable Securities covered by their request by means of an underwriting, the provisions of Section 2.1(e) shall apply to such registration. Notwithstanding anything

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contained herein to the contrary, registrations effected pursuant to this Section 2.3 shall not be counted as requests for registration or registrations effected pursuant to Section 2.1.

2.4 Expenses of Registration.

All Registration Expenses incurred in connection with registrations pursuant to Sections 2.1, 2.2 and 2.3 hereof 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 Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based on the number of Registrable Securities requested to be so registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 2.1; provided, however, in the event that a withdrawal by the Holders is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1, such registration shall not be treated as a counted registration for purposes of Section 2.1 hereof, even though the Holders do not bear the Registration Expenses for such registration. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered.

2.5 Registration Procedures.

In the case of each registration effected by the Company pursuant to Section 2, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its commercially reasonable efforts to:

(a) Keep such registration effective for a period of ending on the earlier of the date which is sixty (60) days from the effective date of the registration statement (except in the case of a Shelf Registration, in which case the Company will use its reasonable best efforts to keep the Shelf Registration continuously effective in order to permit the prospectus forming a part thereof to be usable by the Holders for a period of 12 months) or Holders have completed the distribution described in the registration statement relating thereto;

(b) Prepare and file with the Commission 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 for the period set forth in subsection (a) above;

(c) Furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;

(d) Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdiction as shall be reasonably requested by the Holders; provided, that the Company shall not be required in connection therewith or as a

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condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(e) Notify each seller 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 or incomplete in light of the circumstances then existing, and following such notification promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing;

(f) Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; and

(h) In connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 2.1 hereof, enter into an underwriting agreement in form reasonably necessary to effect the offer and sale of Common Stock, provided such underwriting agreement contains reasonable and customary provisions, and provided further, that each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

2.6 Indemnification.

To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors and partners, legal counsel and accountants and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section 2, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any registration statement, any prospectus included in the registration statement, any issuer free writing prospectus (as defined in Rule 433 of the Securities Act), any issuer information (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any other document incident to any such registration, qualification or compliance prepared by or on behalf of the Company or used or referred to by the Company, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation (or alleged violation) by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, legal counsel and accountants and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with

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investigating and defending or settling any such claim, loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder, any of such Holder’s officers, directors, partners, legal counsel or accountants, any person controlling such Holder, such underwriter or any person who controls any such underwriter, and stated to be specifically for use therein; and provided, further that, the indemnity agreement contained in this Section 2.6(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).

(a) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors and partners, and each person controlling each other such Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification or compliance, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, legal counsel and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.

(b) Each party entitled to indemnification under this Section 2.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2.6, to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in

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writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

(c) If the indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense 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 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. No person or entity will be required under this Section 2.6(d) to contribute any amount in excess of the net proceeds from the offering received by such person or entity, except in the case of fraud or willful misconduct by such person or entity. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

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

2.7 Information by Holder.

Each Holder of Registrable Securities shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 2.

2.8 Restrictions on Transfer.

The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:

(i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or

(ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if reasonably requested by the Company,

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the Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company.

(b) Notwithstanding the provisions of Section 2.8(a), no such registration statement, opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, (ii) transactions involving the distribution or transfer of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of the Holder, if the Holder is a corporation; (y) any of the Holder’s principals, or the partners, members or other equity owners, or retired partners, retired members or other equity owners of the Holder or such Holder’s principals, or to the estate of any of the Holder’s or such Holders’ principals, partners, members or other equity owners or retired partners, retired members or other equity owners; or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder or the Holder’s principals (each, an “Affiliate”), or (iii) in any transaction in compliance with SEC Rule 144; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition.

(c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

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The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8.

(d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of the securities may be made without registration or qualification.

(e) Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of any securities of the Company, or any beneficial interest therein, to any person other than the Company unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transfer, in writing in reasonable detail to the Company.

2.9 Rule 144 Reporting.

With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

(a) Make and keep adequate current public information with respect to the Company available in accordance with Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and

(c) So long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.

2.10 Market Stand-Off Agreement.

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Each Holder shall not sell or otherwise 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, of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) during the one hundred and eighty (180) day period following the effective date of the registration statement for the Company’s Initial Public Offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. Any discretionary waiver or termination of the restrictions of any or all of such market stand-off 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. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred and eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. The obligations described in this Section 2.10 shall apply only if all officers and directors of the Company and all one percent (1%) securityholders enter into similar agreements, and shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act.

2.11 Delay of Registration.

No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.12 Transfer or Assignment of Registration Rights.

The rights to cause the Company to register securities granted to a Holder by the Company under this Section 2 may be transferred or assigned by a Holder only to (x) an Affiliate of such Holder or (y) any other transferee or assignee of not less than 600,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like); provided that (i) such transfer or assignment of Registrable Securities is effected in accordance with the terms of Section 2.8 hereof and applicable securities laws, (ii) the Company is given written notice prior to said transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are intended to be transferred or assigned and (iii) the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Agreement, including without limitation the obligations set forth in Section 2.10.

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 Holders holding a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration

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rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

2.14 Termination of Registration Rights.

The right of any Holder to request registration or inclusion in any registration pursuant to Sections 2.1, 2.2 or 2.3 shall terminate on the earlier of (i) such date, on or after the closing of the Company’s first registered public offering of Common Stock, on which all shares of Registrable Securities held or entitled to be held upon conversion by such Holder may immediately be sold under Rule 144 during any ninety (90) day period and (ii) three (3) years after the closing of the Company’s Initial Public Offering.

Section 3

Information Covenants of the Company

The Company hereby covenants and agrees, as follows:

3.1 Basic Financial Information and Inspection Rights.

(a) Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least 2,000,000 Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”):

(i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and fifty (150) days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with U.S. generally accepted accounting principles consistently applied; provided however, that upon approval of the Company’s Board of Directors, such financial statements shall be audited and certificated by independent public accountants of recognized national standing selected by the Company;

(ii) As soon as practicable after the end of each of the first three quarters of each fiscal year of the Company, and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited profit or loss statement, statement of cash flows and balance sheet, each as of the end of such fiscal quarter and prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments;

(iii) At least thirty (30) days prior to the beginning of each fiscal year an operating plan, including quarterly forward projections, for such fiscal year; and

(iv) Each of the financial statements referenced in (i) and (ii) above shall be accompanied by a comparison to a budget approved by the Company’s Board of Directors for the applicable fiscal period.

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(b) Inspection Rights. The Company shall permit each Significant Holder, at such Significant Holder’s expense, and to the extent reasonably practicable, to: (i) visit and inspect any of the properties of the Company, (ii) examine its books and records, and (iii) discuss the affairs, finances and accounts of the Company (including management’s proposed annual operating plans) with its officers, employees and public accountants, all at reasonable times and upon reasonable notice. Each such Significant Holder shall have such other access to management and information as is necessary for it to comply with applicable laws and regulations and reporting obligations. The Company shall not be required to disclose details of contracts with or work performed for specific customers and other business partners where to do so would violate confidentiality obligations to those parties. Significant Holders may exercise their rights under this Section 3.1(b) only for purposes reasonably related to their interests under this Agreement and related agreements.

3.2 Confidentiality.

Anything in this Agreement to the contrary notwithstanding, no Holder by reason of this Agreement shall have access to any trade secrets or classified information of the Company. The Company shall not be required to comply with any information rights of Section 3 in respect of any Holder whom the Company reasonably determines to be a competitor or an officer, employee, director or holder of more than ten percent (10%) of a competitor (each, a “Competitor”), it being understood that Investors affiliated with Battery Ventures X, L.P., Institutional Venture Partners XIII, L.P., KPCB Holdings, Inc., as nominee, Lightspeed Venture Partners, Greylock XII Limited Partnership, Altimeter Partners Fund, L.P. or General Atlantic (AD), L.P. shall not be deemed a Competitor. Each Holder acknowledges that the information received by them pursuant to this Agreement may be confidential and for its use only, and it will not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person, except in connection with the exercise of rights under this Agreement, unless the Company has made such information available to the public generally or such Holder is required to disclose such information by a governmental authority. A Holder may disclose confidential information (i) to its and its affiliates’ attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company or (ii) to any existing principal, affiliate, partner, member, or stockholder, or wholly-owned subsidiary of such Holder or such Holder’s affiliates in the ordinary course of business; provided in each case that such Holder informs such person that such information is confidential and directs such person to maintain the confidentiality of such information.

3.3 Qualified Small Business Stock.

The Company agrees that for so long as any of the Shares are held by an Investor (or a transferee in whose hands such Shares are eligible to qualify as “qualified small business stock” within the meaning of Section 1202(c) of the Code), it will use commercially reasonable efforts to comply with any applicable filing and reporting requirements of Section 1202 of the Code and any regulations promulgated thereunder; provided, however, that “reasonable efforts” as used in this Section 3.3 shall not be construed to require the Company to operate its business in a manner which would adversely affect its business, limit its future prospects or alter the timing or resource allocation related to its planned operations or financing activities.

3.4 Employee Stock Vesting.

With respect to any shares issued or options or rights granted, unless otherwise approved by a majority of the Board of Directors of the Company (including at least one of the Preferred Directors (as such term is defined in the Company’s Restated Certificate)), the Company shall cause each officer, director and

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employee of the Company to enter into an agreement (i) providing for vesting of such shares or options, restricted stock units or rights over forty-eight (48) months, with no shares or options, restricted stock units or rights being vested for twelve (12) months from the date of issuance or grant, as the case may be, at which time 12/48ths of the shares or options, restricted stock units or rights shall be vested; and (ii) providing for the repurchase price at the lower of cost or the fair market value of the stock (including any options exercised prior to vesting thereof) in the event the holder’s employment with or service to the Company terminates; and (iii) a one hundred eighty (180) day lockup period in connection with the Company’s Initial Public Offering.

3.5 Proprietary Information and Invention Agreements.

Each employee and consultant of the Company shall be required to execute a Proprietary Information and Invention Assignment Agreement in a form approved by the Company’s Board of Directors and reasonably satisfactory to the Investors.

3.6 Termination of Covenants.

The covenants set forth in this Section 3 shall terminate and be of no further force and effect upon the earlier to occur of (x) (i) with respect to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, the closing of a Qualified IPO, (ii) with respect to the Series E Preferred Stock, the closing of a Series E Qualified IPO, and (iii) with respect to the Series F Preferred Stock, the Closing of a Series F Qualified IPO, and (y) the consummation of a Liquidation Event.

3.7 “Bad Actor” Notice.

Each party to this Agreement will promptly notify each other party to this Agreement in writing if it or, to its knowledge, any person specified in Rule 506(d)(1) under the Securities Act becomes subject to any Bad Actor Disqualification.

Section 4

Right of First Refusal

4.1 Right of First Refusal to Significant Holders.

The Company hereby grants to each Significant Holder the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this Agreement. A Significant Holder’s pro rata share, for purposes of this right of first refusal, is equal to the ratio of (a) the number of shares of Common Stock owned by such Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares, exercise of all issued and outstanding convertible securities, rights, options and warrants, directly or indirectly, and vesting and settlement of all issued and outstanding restricted stock units into Common Stock held by said Significant Holder) to (b) the total number of shares of Common Stock issued and outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares, exercise of all issued and outstanding convertible securities, rights, options and warrants, directly or indirectly, and vesting

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and settlement of all issued and outstanding restricted stock units). This right of first refusal shall be subject to the following provisions:

(a) “New Securities” shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, convertible securities, options, restricted stock units or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, exercisable or convertible into capital stock; provided that the right of first refusal provided in this Section 4 shall have no application to (i) any New Securities that are not deemed to be “Additional Shares of Common” pursuant to Article V, Section 4(d)(i) of the Company’s Restated Certificate or (ii) any shares of Series F Preferred Stock issued pursuant to the Purchase Agreement.

(b) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Significant Holder written notice of its intention, describing the type of New Securities, and their price and the general terms upon which the Company proposes to issue the same. Each Significant Holder shall have fifteen (15) days after any such notice is mailed or delivered (the “Election Period”) to agree to purchase such Holder’s pro rata share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company, in substantially the form attached hereto as Schedule 1, and stating therein the quantity of New Securities to be purchased.

(c) In the event the Holders fail to exercise fully the right of first refusal within the Election Period, the Company shall promptly notify each Significant Holder that elects to purchase such Holder’s pro rata share of New Securities (each, a “Fully Exercising Holder”) of any other Significant Holder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Holder may, by giving notice to the Company, elect to purchase, in addition to the number of shares specified above, up to that portion of New Securities for which Significant Holders were entitled to subscribe for but that were not subscribed for by the Significant Holders. If the Fully Exercising Holders have, in the aggregate elected to purchase more than the number of unsubscribed shares being offered in such notice, then the unsubscribed shares shall be allocated according to each Fully Exercising Holder’s pro rata share up to the number of unsubscribed shares set forth in the notice to the Fully Exercising Holders, provided that for purposes of this Section 4.1(c), the denominator shall be the total number of shares of Common Stock issued and outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise of all issued and outstanding convertible securities, rights, options and warrants, directly or indirectly) owned by all the Fully Exercising Holders. The closing of any sale pursuant to this Section 4.1(c) shall occur at the closing of the issuance of New Securities described in the notice delivered by the Company to Significant Holders.

(d) If all New Securities are not elected to be purchased as provided above, the Company shall have one hundred twenty (120) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within one hundred twenty (120) days from the date of said agreement) to sell that portion of the New Securities with respect to which the Significant Holders’ right of first refusal option set forth in this Section 4.1 was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company’s notice to Significant Holders delivered pursuant to Section 4.1(b). In the event the Company has not sold within such one hundred twenty (120) day period following the Election Period, or such one hundred twenty (120) day period following the date of said agreement, the Company shall not thereafter issue or sell any New Securities, without first again offering such securities to the Significant Holders in the manner provided in this Section 4.1.

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(e) The right of first refusal granted under this Agreement shall expire upon, and shall not be applicable to the first to occur of (x) (i) with respect to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, the closing of a Qualified IPO, (ii) with respect to the Series E Preferred Stock, the closing of a Series E Qualified IPO, and (iii) with respect to the Series F Preferred Stock, the closing of a Series F Qualified IPO, and (y) the consummation of a Liquidation Event.

(f) A Holder will not have a right of first refusal to purchase a pro rata share of New Securities in accordance with this Section 4 and will not be a Significant Holder for purposes of the right of first refusal granted under this Section 4 if, and for so long as, the Holder, any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members or any person that would be deemed a beneficial owner of the securities of the Company held by the Holder (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act.

(g) A Significant Holder shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Significant Holder (“Investor Beneficial Owners”); provided that each such affiliate or Investor Beneficial Owner (a) is not a competitor, (b) is not subject, nor are any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners, or managing members or any person that would be deemed a beneficial owner of the securities of the Company held by the Holder (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except as set forth in Rule 506(2)(ii) or (iii) or(d)(3) under the Securities Act, (c) agrees to enter into this Agreement and each of the Sixth Amended and Restated Voting Agreement and Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement, and (d) agrees to purchase at least such number of New Securities as are allocable hereunder to the Significant Holder holding the fewest number of Shares and any other derivative securities.

Section 5

Miscellaneous

5.1 Amendment.

Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Holders holding a majority of the Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144), provided, however, that no consent or approval shall be necessary to add additional Investors as signatories to this Agreement, provided that such Investors have purchased Series F Preferred Stock pursuant to the subsequent closing provisions of the Purchase Agreement. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon each Holder and each future holder of all such securities of Holder. Each Holder acknowledges that by the operation of this paragraph, the holders of a majority of the Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144) will have the right and power to diminish or eliminate all rights of such Holder under this Agreement. Notwithstanding the foregoing, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated with respect to any Investor without the written consent of such Investor, unless such amendment, waiver,

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discharge or termination applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction); provided, however, that Section 1.1(r) may not be amended, waived discharged or terminated in any manner that would adversely affect any of General Atlantic (AD), L.P., Altimeter Partners Fund, L.P. and Adage Capital Partners, LP without the prior written consent of such party. Notwithstanding the foregoing, the threshold number of Shares used to determine whether or not a Holder is a “Significant Holder” pursuant to Section 3.1 shall not be increased above 2,000,000 without the separate approval of Significant Holders holding at least 75% of the Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144) then held by all of the Significant Holders. The Company shall give prompt notice of any amendment, waiver, discharge or termination hereunder to any party hereto that did not consent in writing to such amendment, waiver, discharge or termination.

5.2 Notices.

All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed:

(a) if to an Investor, at the Investor’s address, facsimile number or electronic mail address as shown in the exhibits hereto, as may be updated in accordance with the provisions hereof;

(b) if to any Holder, at such address, facsimile number or electronic mail address as shown in the exhibits hereto, or, until any such holder so furnishes an address, facsimile number or electronic mail address to the Company, then to and at the address, facsimile number or electronic mail address of the last holder of such shares for which the Company has contact information in its records; or

(c) if to the Company, one copy should be sent to Dan Wright, Attn: Legal, 303 2^nd Street, North Tower, 8^th Floor, San Francisco, CA 94107; or at such other address as the Company shall have furnished to the Investors, with a copy, which shall not constitute notice, to Jeff Saper, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304; facsimile: (650) 493-6811.

With respect to any notice given by the Company under any provision of the Delaware General Corporation Law or the Company’s charter or bylaws, each party hereto agrees that such notice may be given by facsimile or by electronic mail.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or, if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery when directed to the electronic mail address set forth on the Schedule of Investors. If no facsimile number or electronic mail address is listed on the exhibits hereto or subsequently updated in accordance with the provisions hereof for a party (or above in the case of the Company), notices and communications given, delivered or made by facsimile or electronic mail shall not be deemed effectively given, delivered or made to such party.

5.3 Governing Law.

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This Agreement shall be governed in all respects by the internal laws of the State of California as applied to agreements entered into among California residents to be performed entirely within California, without regard to principles of conflicts of law.

5.4 Successors and Assigns.

This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by any Investor, other than to an Affiliate of such Investor, without the prior written consent of the Company. Except as provided in the immediately preceding sentence, any attempt by an Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

5.5 Entire Agreement.

This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein.

5.6 Delays or Omissions.

Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to 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-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 to this Agreement, shall be cumulative and not alternative.

5.7 Severability.

If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

5.8 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. All references in this Agreement to sections,

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paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

5.9 Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument.

5.10 Telecopy Execution and Delivery.

A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

5.11 Jurisdiction; Venue.

With respect to any disputes arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the state courts in San Francisco County in the State of California (or in the event of exclusive federal jurisdiction, the courts of the Northern District of California).

5.12 Further Assurances.

Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

5.13 Term and Termination.

This Agreement shall be effective as of the Third Closing (as defined in the Purchase Agreement). Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon a Liquidation Event. Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate if the Purchase Agreement terminates prior to the Third Closing, this agreement shall be void ab initio, and the Prior Agreement shall remain in effect.

5.14 Attorneys’ Fees.

In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

5.15 Aggregation of Stock.

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All securities of the Company held or acquired by affiliated entities or persons of an Investor (including but not limited to (i) a constituent partner or a retired partner of an Investor that is a partnership; (ii) a parent, subsidiary or other affiliate of an Investor that is a corporation; (iii) an immediate family member living in the same household, a descendant, or a trust, in the case of an Investor who is an individual; or (iv) a member of an Investor that is a limited liability company) shall be aggregated together for the purpose of determining the availability of any rights under this Agreement which are triggered by the beneficial ownership of a threshold number of shares of the Company’s capital stock.

(signature page follows)

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IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amended and Restated Investors’ Rights Agreement effective as of the day and year first above written.

APPDYNAMICS, INC. a Delaware corporation
By:	/s/ Randy S. Gottfried
Name: Randy S. Gottfried
Title: Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amended and Restated Investors’ Rights Agreement effective as of the date first written above.

INVESTORS: GENERAL ATLANTIC (AD), L.P. BY: GENERAL ATLANTIC (SPV) GP, LLC, its general partner BY: GENERAL ATLANTIC LLC, its sole member
By:	/s/ Thomas J. Murphy
Name: Thomas J. Murphy
Title: Managing Director

ALTIMETER PARTNERS FUND, L.P.
By:	Altimeter General Partner, LLC
Its:	General Partner
By:	/s/ Brad Gerstner
Name: Brad Gerstner
Title: Managing Member

ADAGE CAPITAL PARTNERS, LP
By:	Adage Capital Partners, GP, LLC its General Partner
By:	Adage Capital Advisors, LLC its Managing Member
By:	/s/ Daniel J. Lehan
Name: Daniel J. Lehan
Title: Chief Operating Officer

IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amended and Restated Investors’ Rights Agreement effective as of the date first written above.

INVESTORS: GREYLOCK XII LIMITED PARTNERSHIP
By:	Greylock XII GP LLC, its General Partner
By:	/s/ Donald A. Sullivan
	Donald A. Sullivan
Title: Administrative Partner

GREYLOCK XII-A LIMITED PARTNERSHIP
By:	Greylock XII GP LLC, its General Partner
By:	/s/ Donald A. Sullivan
	Donald A. Sullivan
Title: Administrative Partner

GREYLOCK XII PRINCIPALS LLC
By:	Greylock Management Corporation, Sole Member
By:	/s/ Donald A. Sullivan
	Donald A. Sullivan
Title: Treasurer

LIGHTSPEED VENTURE PARTNERS VII, L.P.
By:	Lightspeed General Partner VII, L.P., its general partner
By:	Lightspeed Ultimate General Partner VII, Ltd., its general partner

By:	/s/ Ravi Mhatre
Name:	Ravi Mhatre
	Duly Authorized Signatory

EXHIBIT A

INVESTORS

General Atlantic (AD), L.P.

Park Avenue Plaza, 32^nd Floor

55 East 52^nd Street, New York, NY 10055

Altimeter Partners Fund, L.P.

c/o Altimeter Capital Management, L.P.

Attention: Chief Financial Officer

One International Place, Suite 2400

Boston, MA 02110

With a copy to (which shall not constitute the giving of notice):

Altimeter Partners Fund, L.P.

c/o Altimeter Capital Management, L.P.

Attention: General Counsel

2420 Sand Hill Road #203

Menlo Park, CA 94025

Adage Capital Partners, LP

200 Clarendon St, 52nd Floor

Boston, MA 02116

Riverbend Ventures LLC

55 Greens Farms Road

Westport, CT 06880

Industry Ventures Secondary VII, L.P.

Industry Ventures LLC

30 Hotaling Place, Suite 300

San Francisco, CA 94111

Institutional Venture Partners XIII, L.P.

3000 Sand Hill Road

Building 2, Suite 250

Menlo Park, CA 94025

Lightspeed Venture Partners

2200 Sand Hill Road

Menlo Park, CA 94025

Greylock XII Limited Partnership

2550 Sand Hill Road

Menlo Park, CA 94025

EXHIBIT A

INVESTORS

(CONTINUED)

Greylock XII-A Limited Partnership

2550 Sand Hill Road

Menlo Park, CA 94025

Greylock XII Principals LLC

2550 Sand Hill Road

Menlo Park, CA 94025

Murphy Family Trust UTD 99

Hanover Partners II

c/o Financial Architects Partners

Prudential Tower

800 Boylston Street, 26th Floor

Boston, MA 02117

KPCB Holdings, Inc., as nominee

c/o Kleiner Perkins Caufield & Byers

2750 Sand Hill Road

Menlo Park, CA 94025

With a copy to (which shall not constitute the giving of notice):

Fenwick & West LLP

801 California Street

Mountain View, CA 94041

Battery Ventures X, L.P.

One Marina Park Drive

Suite 1100

Boston, MA 02210

With a copy to (which shall not constitute the giving of notice):

Cooley LLP

500 Boylston Street

Boston, MA 02116

Battery Ventures X Side Fund, L.P.

One Marina Park Drive

Suite 1100

Boston, MA 02210

EXHIBIT A

INVESTORS

(CONTINUED)

With a copy to (which shall not constitute the giving of notice):

Cooley LLP

500 Boylston Street

Boston, MA 02116

Battery Investment Partners X, LLC

One Marina Park Drive

Suite 1100

Boston, MA 02210

With a copy to (which shall not constitute the giving of notice):

Cooley LLP

500 Boylston Street

Boston, MA 02116

Sands Capital Private Growth Fund, L.P.

General Counsel

1101 Wilson Blvd., Suite 2300

Arlington, VA 22209

ClearBridge Small Cap Growth Fund

c/o ClearBridge Investments, LLC

620 Eighth Avenue, 47th Floor

New York, NY 10018

ClearBridge Variable Small Cap Growth Portfolio

c/o ClearBridge Investments, LLC

620 Eighth Avenue, 47th Floor

New York, NY 10018

ClearBridge Select, LP

c/o ClearBridge Investments, LLC

620 Eighth Avenue, 47th Floor

New York, NY 10018

ClearBridge Select Fund

c/o ClearBridge Investments, LLC

620 Eighth Avenue, 47th Floor

New York, NY 10018

Cross Creek Capital Partners III, L.P.

c/o Cross Creek Advisors, LLC

505 Wakara Way, Suite 215

Salt Lake City, UT 84108

EXHIBIT A

INVESTORS

(CONTINUED)

Cross Creek Capital II, L.P.

c/o Cross Creek Advisors, LLC

505 Wakara Way, Suite 215

Salt Lake City, UT 84108

Broad Street Principal Investments, L.L.C.

c/o Goldman, Sachs & Co.

200 West Street

New York, NY 10282

SCHEDULE 1

NOTICE AND WAIVER/ELECTION OF

RIGHT OF FIRST REFUSAL

I do hereby waive or exercise, as indicated below, my rights of first refusal under the Sixth Amended and Restated Investors’ Rights Agreement dated as of November 9, 2015 (the “Agreement”):

1. Waiver of 15 days’ notice period in which to exercise right of first refusal: (please check only one)

( ) WAIVE in full, on behalf of all Holders, the 15-day notice period provided to exercise my right of first refusal granted under the Agreement.

( ) DO NOT WAIVE the notice period described above.

2. Issuance and Sale of New Securities: (please check only one)

( ) WAIVE in full the right of first refusal granted under the Agreement with respect to the issuance of the New Securities.

( ) ELECT TO PARTICIPATE in $                 (please provide amount) in New Securities proposed to be issued by AppDynamics, Inc., a Delaware corporation, representing LESS than my pro rata portion of the aggregate of $[                ] in New Securities being offered in the financing.

( ) ELECT TO PARTICIPATE in $[                ] in New Securities proposed to be issued by AppDynamics, Inc., a Delaware corporation, representing my FULL pro rata portion of the aggregate of $[                ] in New Securities being offered in the financing.

( ) ELECT TO PARTICIPATE in my full pro rata portion of the aggregate of $[                ] in New Securities being made available in the financing AND, to the extent available, the greater of (x) an additional $                 (please provide amount) or (y) my pro rata portion of any remaining investment amount available in the event other Significant Holders do not exercise their full rights of first refusal with respect to the $[                ] in New Securities being offered in the financing.

Date:	(Print investor name)
	(Signature)
	(Print name of signatory, if signing for an entity)
	(Print name of signatory, if signing for an entity)

This is neither a commitment to purchase nor a commitment to issue the New Securities described above. Such issuance can only be made by way of definitive documentation related to such issuance. AppDynamics, Inc. will supply you with such definitive documentation upon request or if you indicate that you would like to exercise your first offer rights in whole or in part.

EX-4.2

Exhibit 4.2

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:	AppDynamics, Inc., a Delaware corporation
Number of Shares:	As set forth below
Type/Series of Stock:	Common Stock, $0.001 par value per share
Warrant Price:	$1.60 per Share, subject to adjustment
Issue Date:	February 12, 2014
Expiration Date:	February 11, 2024 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 [Holder Name] 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, [Holder Name] (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 up to 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.

A. Number of Shares. This Warrant shall be exercisable for the Initial Shares, plus the Additional Shares, if any (collectively, and as may be adjusted from time to time pursuant to the provisions of this Warrant, the “Shares”).

(1) Initial Shares. As used herein, “Initial Shares” means 25,205 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

(2) Additional Shares. On and after the date on which the aggregate of Term Loan Advances (as defined in the Loan Agreement) made to the Company exceeds $5,000,000, and regardless of whether any such Term Loan Advance is then still outstanding, on each Term Loan Advance to the Company in excess of such $5,000,000 (an “Additional Term Loan Advance”), this Warrant automatically shall become exercisable for such number of additional shares of the Class as shall equal (a) the Additional Shares Pool, multiplied by (b) a fraction, the numerator of which shall equal the amount of such Additional Term Loan Advance and the denominator of which shall equal $15,000,000, subject to adjustment thereafter from time to time in accordance with the

provisions of this Warrant. All shares, if any, for which this Warrant becomes exercisable pursuant to this Paragraph A(2) are referred to herein cumulatively as the “Additional Shares.”

(3) Additional Shares Pool. As used herein, “Additional Shares Pool” means 75,613 shares of the Class, as such number may be adjusted from time to time in accordance with the provisions of this Warrant.

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 shares of the Class are then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair market value of a Share shall be the closing price or last sale price of a share of the Class 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 shares of the Class are not then 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.

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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 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”), and the fair market value of one Share as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed to be Cashless Exercised pursuant to Section 1.2 above as to all Shares effective immediately prior to and contingent upon the consummation of a Cash/Public Acquisition. In connection with such Cashless Exercise, Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value of one Share as determined in accordance with Section 1.3 above would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition.

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(c) In connection with any Acquisition other than a Cash/Public Acquisition, the Company agrees to use its commercially reasonable efforts to procure the assumption of this Warrant and the Company’s obligations hereunder at the closing thereof by the acquiring, surviving or successor entity, in which case 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. If this Warrant shall not be assumed at the closing of such Acquisition by such acquiring, surviving or successor entity, it shall terminate upon such closing to the extent not previously exercised.

(d) 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 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.

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 all of the outstanding shares of the Class payable in additional shares of the Class 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 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

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similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.

2.3 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.

2.4 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 aggregate of the Initial Shares plus the Additional Shares Pool first set forth above represents not less than 0.095% of the Company’s total issued and outstanding shares of common stock, calculated on and as of the Issue Date hereof on a fully-diluted basis, assuming (i) the conversion into common stock of all outstanding securities and instruments (including, without limitation, securities deemed to be outstanding pursuant to clause (ii) of this Section 3.1(a)) convertible by their terms into shares of common stock (regardless of whether such securities or instruments are by their terms now so convertible), and (ii) the exercise in full of all outstanding options, warrants (including, without limitation, this Warrant) and other rights to purchase or acquire shares of common stock or securities exercisable for or convertible into shares of common stock (regardless of whether such options, warrants or other rights to purchase or acquire are by their terms now exercisable).

(b) The initial Warrant Price referenced on the first page of this Warrant is not greater than the fair market value of a share of the Class as determined by the most recent to have occurred of (i) a valuation of the Company’s stock for purposes of its compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and (ii) a determination by the Company’s Board of Directors in connection with the Company’s grant of employee incentive stock options.

(c) All Shares which may be issued upon the exercise of this Warrant shall, upon issuance, 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 or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to

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be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class and other securities as will be sufficient to permit the exercise in full of this Warrant.

(d) 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 all of the outstanding shares of the Class, 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 or anti-dilution rights);

(c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of all of the outstanding shares of the Class;

(d) effect an Acquisition or a liquidation, dissolution or winding up of the Company; or

(e) effect its initial, underwritten offering and sale of its securities to the public pursuant to an effective registration statement under the Act (the “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 such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such event giving rise to the notice); 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.

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.

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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 Shares 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 No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

4.7 Market Stand-off Agreement. Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar

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transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the Company held by Holder (other than those included in the registration) during the one hundred and eighty (180) day period following the effective date of the registration statement for the IPO (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The obligations described in this Section 4.7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred and eighty (180) day (or other) period. Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 4.7. The obligations described in this Section 4.7 shall apply only if all officers and directors of the Company and all one percent (1%) securityholders shall have entered into and are bound by similar agreements, and shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Act.

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 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 for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares issued upon such exercise to Holder.

5.2 Legends. Each certificate evidencing Shares 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 [HOLDER NAME] DATED FEBRUARY 12, 2014, 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

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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 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 an 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. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, [Holder Name] may transfer all or part of this Warrant or the Shares issued upon exercise of this Warrant to any transferee, provided, however, in connection with any such transfer, [Holder Name] will give the Company notice of the portion of the Warrant and/or Shares 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 transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. 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, 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 (3^rd) 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:

[Holder Name and address]

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

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AppDynamics, Inc.

Attn: Chief Financial Officer

303 Second Street

North Tower, 8th Floor

San Francisco, CA 94107

With a copy (which shall not constitute notice) to:

AppDynamics, Inc.

303 2nd Street

North Tower, 8th Floor

San Francisco, CA 94107

Attn: Director of Legal

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 California, 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 [Holder Name] 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”
APPDYNAMICS, 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 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):

Appendix 1

EX-4.3

Exhibit 4.3

ALLOCATION AGREEMENT

This Allocation Agreement (the “Agreement”) is made and entered into as of November 8, 2015, by and between AppDynamics, Inc., a Delaware corporation (the “Company”) and General Atlantic (AD), L.P. (the “Investor”). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

WHEREAS, concurrently with the execution of this Agreement, (i) the Company and (ii) the Investor and certain other investors (collectively, the “Series F Investors”) are executing an Amended and Restated Series F Preferred Stock Purchase Agreement (the “Series F Agreement”) which amends and restates that certain Series F Preferred Stock Purchase Agreement dated October 16, 2015 (the “Prior Agreement”), pursuant to which the Investor is agreeing to purchase shares of the Company’s Series F Preferred Stock (the “Series F Stock”);

WHEREAS, the purchase and sale of the Series F Stock pursuant to the Series F Agreement and the Prior Agreement is referred to herein as the “Series F Financing”; and

WHEREAS, in consideration of the Investor acting as a lead investor in the Series F Financing, the Company agrees to make certain arrangements to allow the Investor to participate in a future offering of the Company’s Common Stock in accordance with the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the parties hereto agree as follows:

1. Allocation of Shares and Private Placement Right.

1.1 Allocation. Subject to the requirements of the Securities Laws and Regulations and subject to the other provisions of this Agreement, the Company agrees to use its reasonable best efforts (including reasonable cooperation with respect to obtaining applicable regulatory clearances) to provide Investor with the right, but not the obligation, to purchase from the Company, in a separate and contemporaneous private placement transaction exempt from registration with the SEC (the “Private Placement”), up to the Investor Maximum Allocated Shares on the terms set forth in this Agreement. Any such purchase of shares of Common Stock shall be at the same price per share at which such shares of Common Stock are being offered to the public pursuant to the Company’s registration statement with respect to a Qualified IPO.

1.2 Notice of Qualified IPO. Within fifteen (15) business days after the Company first submits to, or files with, the SEC a registration statement covering shares of its Common Stock for a Qualified IPO , the Company will notify the Investor in writing (the “Offering Notice”) of the Company’s intent to undertake the Qualified IPO, which shall include, if known at the time of such Offering Notice, (i) the approximate date that the Company expects to print and distribute preliminary prospectuses relating to the Qualified IPO, (ii) the anticipated closing date of the Qualified IPO and (iii) the actual number of shares of Common Stock to be allocated to the Investor. The Company and the Investor acknowledge that the schedule will be based upon the Company’s reasonable best estimate at the time of the Offering Notice but that such schedule is subject to substantial revision based upon market conditions, disclosure issues that may arise during the preparation of the registration statement, interaction with the SEC regarding the registration statement and other factors.

1.3 Preliminary Indication of Interest. No later than fifteen (15) business days after the delivery of the Offering Notice (the “Response Period”), the Investor may provide the Company with a non-binding written statement setting forth the aggregate dollar amount that the Investor is interested in purchasing in the Private Placement. The Company and the Investor acknowledge that this indication of interest is not intended to be an offer to purchase from the Investor but merely an indication of interest to assist the Company in structuring the Private Placement and preparing appropriate disclosure in the registration statement. The failure by the Investor to notify the Company within the Response Period of its interest in purchasing shares in the Private Placement shall terminate the Investor’s right to purchase shares pursuant to the Private Placement, unless the Qualified IPO is not completed within one hundred eighty (180) days of the Offering Notice; in which case the Company shall not complete a Qualified IPO without again complying with the provisions of this Section 1.

1.4 Final Indication of Interest. No later than the time at which the managing underwriters for the Qualified IPO obtain final indications of interest from potential purchasers in the Qualified IPO (the “Pricing Deadline”), the Investor must provide the Company with the Investor’s final indication of interest setting forth the number of shares of Common Stock that the Investor is interested in purchasing in the Private Placement. The failure by the Investor to notify the Company by the Pricing Deadline of its interest in purchasing shares in the Private Placement shall terminate the Investor’s right to purchase shares pursuant to the Private Placement, unless the Qualified IPO is not completed within one hundred eighty (180) days of the Offering Notice; in which case the Company shall not complete a Qualified IPO without again complying with the provisions of this Section 1.

1.5 Compliance with Securities Laws and Regulations. Notwithstanding the Company’s exercise of its reasonable best efforts in accordance with Section 1.1, in the event that any such Private Placement would, in the Company’s reasonable judgment, based on the advice of counsel for the Company and following consultation with the Investor, be deemed invalid as a private placement under the Act for any reason (including but not limited to by reason of the doctrine of “integration” with the Qualified IPO) or would otherwise conflict with any Securities Laws and Regulations or give rise to any other legal impediment or legal requirement that would prevent or materially delay the consummation of or unreasonably interfere with the Qualified IPO, then the Private Placement shall not occur and the Company, on the one hand, and the Investor, on the other hand, shall have no liability or obligation to one another in connection therewith; provided, however, that in such event the Company will discuss good faith alternatives with the Investor and use reasonable best efforts to provide the Investor with a substantially equivalent investment opportunity.

1.6 Closing. The closing of the Investor’s purchase of shares in the Private Placement pursuant to this Agreement shall take place substantially simultaneously with the closing of the Company’s sale of shares to the underwriters in the Qualified IPO. The Company and the Investor agree that the terms and conditions of the Investor’s purchase of shares in the Private Placement pursuant to this Agreement will be memorialized in, and governed by, a mutually agreeable written stock purchase agreement between the Company and the Investor (the “Private Placement SPA”) with customary terms and provisions for such a transaction. The Investor and the Company agree to sign such other mutually agreed upon reasonable and customary documents, and take such other reasonable and customary actions as the other party may reasonably request, in connection with such closing.

1.7 Conditionality. The right of the Investor to purchase shares in the Private Placement under this Section 1 shall be conditioned, in each case, upon the completion of the Qualified IPO. The Company may withdraw any registration statement for a Qualified IPO at any time without thereby incurring any liability to the Investor or any permitted assignee of the Investor or other party that has been apportioned rights hereunder.

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1.8 Registration Rights. Any shares purchased by the Investor in the Private Placement shall be deemed to be “Registrable Securities” as such term is defined in Section 1.1 of the Investors’ Rights Agreement.

2. Qualified IPO Only. For the avoidance of doubt, subject to the obligations of the Company set forth in the proviso to Section 1.5, the right of the Investor to purchase shares in the Private Placement under this Agreement shall only be applicable to any Private Placement conducted in connection with a Qualified IPO and not to any other offering of securities by the Company, either before or after the consummation of the Qualified IPO. In the event that the Company undertakes to offer securities pursuant to a firm commitment underwritten public offering under the Act that does not qualify as a Qualified IPO, the Investor shall have no rights or obligations under this Agreement in respect of, or as a result of, such offering, including without limitation, the rights and obligations described in Section 1 above, but this Agreement and all rights and obligations hereunder shall remain in full force and effect until terminated pursuant to Section 6.7 below.

3. Restricted Securities.

3.1 Restricted Securities and Market Stand-Off Terms. The Investor hereby agrees that any shares of Common Stock acquired by the Investor pursuant to this Agreement shall be deemed to be “Restricted Securities” as such term is defined in Section 1.1 of the Investors’ Rights Agreement and as such shall be subject to Sections 2.8, 2.10 and 2.12 of the Investors’ Rights Agreement.

3.2 Legend. In order to enforce the foregoing covenant, the Company shall have the right to place the following restrictive legend on the certificates representing the shares subject to this section and to impose stop transfer instructions with respect to such shares until the end of such period:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

3.3 Additional Agreement. The Investor acknowledges its obligation pursuant to Section 2.10 of the Investors’ Rights Agreement to execute a market standoff agreement with the underwriters in an Initial Public Offering (as defined in the Investors’ Rights Agreement) in customary form and consistent with the provisions of Section 2.10 of the Investors’ Rights Agreement, subject to the limitations set forth in the Investors’ Rights Agreement.

4. Certain Defined Terms. In addition to the terms defined above, the following terms shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Affiliate” means, with respect to any specified person, any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified person, including, without limitation, any direct or indirect subsidiary of such person that is at least 50% controlled by such person, general partner, officer, director or manager of such person and any venture capital or other

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investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with, such person.

“Common Stock” means the Company’s common stock, par value $0.001 per share.

“FINRA” means the Financial Industry Regulatory Authority, Inc. and any successor organizations or entities thereto.

“Investor Maximum Allocated Shares” means the number of shares of Common Stock equal to the greater of (i) $25 million divided by the Qualified IPO price per share, or (ii) 15% of the total number of shares to be sold in the Qualified IPO (excluding any shares sold or to be sold pursuant to any over-allotment or green shoe option), which in no event shall exceed $50 million divided by the Qualified IPO price per share.

“Investors’ Rights Agreement” shall mean that certain Sixth Amended and Restated Investors’ Rights Agreement dated as of the date hereof, among the Company, the Series F Investors and certain other parties thereto, as amended or restated from time to time.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Qualified IPO” means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act, provided that such offering results in aggregate gross cash proceeds to the Company of not less than $100,000,000 in the aggregate.

“register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document.

“SEC” means the Securities and Exchange Commission.

“Securities Laws and Regulations” means (i) all applicable federal, state or other securities laws (including but not limited to the Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder, the 1934 Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder or the rules and regulations of any securities exchange) and (ii) all rules and regulations of FINRA or any other self-regulatory organization that are applicable to the Company, the Investor or any underwriter participating in the Qualified IPO, as applicable.

5. Publication. Neither the Investor nor any of its representatives shall disclose any confidential information provided to or learned by it in connection with its rights under this Agreement, including the existence of this Agreement, to any third party (other than an officer, director, employee, general or limited partner, attorney, advisor, accountant, agent or representative of such Investor who has a reason to know such information for and who has an obligation of confidentiality with respect to such information) unless otherwise required by law (including, without limitation, any rule or regulation promulgated by the SEC or any other competent regulatory authority) or with the Company’s prior written consent.

6. Miscellaneous.

6.1 Successors and Assigns. Except as otherwise provided herein, 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

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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. Notwithstanding the foregoing, the rights of the Investor are assignable by the Investor, in whole or in part, only to one or more Affiliates of the Investor, and in each case, (i) only to the extent that any such assignment is in compliance with all applicable laws, rules and regulations, including the Securities Laws and Regulations, and (ii) only if (x) the Company is, within a reasonable time prior to such transfer, furnished with written notice of the name and address of each such proposed assignee or assignees and (y) each such proposed assignee or assignees agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation, Section 3 hereof.

6.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California.

6.3 Counterparts. This Agreement may be executed and delivered by facsimile or electronic signature (including pdf) and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument.

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.

6.5 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given upon the earlier to occur of actual receipt or: (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail if also confirmed by facsimile sent during normal business hours of the recipient, effective as of the delivery of the facsimile; if not sent via facsimile during normal business hours, 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) 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 the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 6.5).

6.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

6.7 Term and Termination. This Agreement shall be effective as of the Third Closing (as defined in the Series F Agreement). This Agreement, and all rights and obligations hereunder, shall terminate automatically and without further notice: (i) upon the consummation of a Qualified IPO and, without limiting the Investor’s rights under Section 1.5, the Private Placement if the Investor has exercised its rights under Sections 1.3 and 1.4; (ii) upon the consummation of an initial public offering: (x) that is not a Qualified IPO, (y) where the Investor and its Affiliates convert all shares of Series F Stock then held by them into Common Stock prior to such offering and (z) where the Investor is granted the right to participate in such offering or a concurrent private placement on the same terms and conditions as set forth in this Agreement; (iii) in the event that the Investor and its Affiliates and their respective successors and permitted assigns collectively cease for any reason to continue to hold at least 3,500,000 shares of Series F Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) that the Investor and its Affiliates originally purchased in the Series F Financing; or (iv) upon the consummation of any “Liquidation Event” (as such is defined in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended, supplemented or otherwise modified from time to time). Notwithstanding the foregoing, (i) Section 1.8 shall

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survive the termination of this Agreement and (ii) the Company’s obligations set forth in the proviso to Section 1.5 shall survive the termination of this Agreement to the extent that the Investor has indicated its interest in purchasing in the Private Placement in accordance with this Agreement and such Private Placement has not been consummated in connection with the Qualified IPO due to the circumstances set forth in Section 1.5. Notwithstanding anything to the contrary herein, if the Series F Agreement terminates prior to the Third Closing, this Agreement shall be void ab initio.

6.8 Entire Agreement; Amendments and Waivers. This Agreement and the other documents executed in connection with the Series F Financing constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof and supersede any and all prior understandings and agreements, written or oral, between or among the parties hereto with respect to the specific subject matter hereof. Any term of this Agreement may be amended only with the written consent of the Company and the Investor. 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 party making the waiver.

6.9 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

6.10 Aggregation of Stock. All shares of Series F Stock held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

(Remainder of page intentionally left blank)

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IN WITNESS WHEREOF, the parties hereto have executed this Allocation Agreement effective as of the day and year first above written.

APPDYNAMICS, INC. a Delaware corporation
By:	/s/ Randy Gottfried
Name: Randy Gottfried Title: Chief Financial Officer

GENERAL ATLANTIC (AD), L.P.
BY: GENERAL ATLANTIC (SPV) GP, LLC, its general partner
BY: GENERAL ATLANTIC LLC, its sole member
By:	/s/ Thomas J. Murphy
Name: Thomas J. Murphy Title: Managing Member

EX-4.4

Exhibit 4.4

ALLOCATION AGREEMENT

This Allocation Agreement (the “Agreement”) is made and entered into as of November 8, 2015, by and between AppDynamics, Inc., a Delaware corporation (the “Company”) and Altimeter Partners Fund, L.P. (the “Investor”). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

WHEREAS, concurrently with the execution of this Agreement, (i) the Company and (ii) the Investor and certain other investors (collectively, the “Series F Investors”) are executing an Amended and Restated Series F Preferred Stock Purchase Agreement (the “Series F Agreement”) which amends and restates that certain Series F Preferred Stock Purchase Agreement dated October 16, 2015 (the “Prior Agreement”), pursuant to which the Investor purchased shares of the Company’s Series F Preferred Stock (the “Series F Stock”);

WHEREAS, the purchase and sale of the Series F Stock pursuant to the Series F Agreement and the Prior Agreement is referred to herein as the “Series F Financing”; and

WHEREAS, in consideration of the Investor acting as a lead investor in the Series F Financing, the Company agrees to make certain arrangements to allow the Investor to participate in a future offering of the Company’s Common Stock in accordance with the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the parties hereto agree as follows:

1. Allocation of Shares and Private Placement Right.

1.1 Allocation. Subject to the requirements of the Securities Laws and Regulations and subject to the other provisions of this Agreement, the Company agrees to use its reasonable best efforts (including reasonable cooperation with respect to obtaining applicable regulatory clearances) to provide Investor with the right, but not the obligation, to purchase from the Company, in a separate and contemporaneous private placement transaction exempt from registration with the SEC (the “Private Placement”), up to the Investor Maximum Allocated Shares on the terms set forth in this Agreement. Any such purchase of shares of Common Stock shall be at the same price per share at which such shares of Common Stock are being offered to the public pursuant to the Company’s registration statement with respect to a Qualified IPO.

1.2 Notice of Qualified IPO. Within fifteen (15) business days after the Company first submits to, or files with, the SEC a registration statement covering shares of its Common Stock for a Qualified IPO , the Company will notify the Investor in writing (the “Offering Notice”) of the Company’s intent to undertake the Qualified IPO, which shall include, if known at the time of such Offering Notice, (i) the approximate date that the Company expects to print and distribute preliminary prospectuses relating to the Qualified IPO, (ii) the anticipated closing date of the Qualified IPO and (iii) the actual number of shares of Common Stock to be allocated to the Investor. The Company and the Investor acknowledge that the schedule will be based upon the Company’s reasonable best estimate at the time of the Offering Notice but that such schedule is subject to substantial revision based upon market conditions, disclosure issues that may arise during the preparation of the registration statement, interaction with the SEC regarding the registration statement and other factors.

1.3 Preliminary Indication of Interest. No later than fifteen (15) business days after the delivery of the Offering Notice (the “Response Period”), the Investor may provide the Company with a non-binding written statement setting forth the aggregate dollar amount that the Investor is interested in purchasing in the Private Placement. The Company and the Investor acknowledge that this indication of interest is not intended to be an offer to purchase from the Investor but merely an indication of interest to assist the Company in structuring the Private Placement and preparing appropriate disclosure in the registration statement. The failure by the Investor to notify the Company within the Response Period of its interest in purchasing shares in the Private Placement shall terminate the Investor’s right to purchase shares pursuant to the Private Placement, unless the Qualified IPO is not completed within one hundred eighty (180) days of the Offering Notice; in which case the Company shall not complete a Qualified IPO without again complying with the provisions of this Section 1.

1.4 Final Indication of Interest. No later than the time at which the managing underwriters for the Qualified IPO obtain final indications of interest from potential purchasers in the Qualified IPO (the “Pricing Deadline”), the Investor must provide the Company with the Investor’s final indication of interest setting forth the number of shares of Common Stock that the Investor is interested in purchasing in the Private Placement. The failure by the Investor to notify the Company by the Pricing Deadline of its interest in purchasing shares in the Private Placement shall terminate the Investor’s right to purchase shares pursuant to the Private Placement, unless the Qualified IPO is not completed within one hundred eighty (180) days of the Offering Notice; in which case the Company shall not complete a Qualified IPO without again complying with the provisions of this Section 1.

1.5 Compliance with Securities Laws and Regulations. Notwithstanding the Company’s exercise of its reasonable best efforts in accordance with Section 1.1, in the event that any such Private Placement would, in the Company’s reasonable judgment, based on the advice of counsel for the Company and following consultation with the Investor, be deemed invalid as a private placement under the Act for any reason (including but not limited to by reason of the doctrine of “integration” with the Qualified IPO) or would otherwise conflict with any Securities Laws and Regulations or give rise to any other legal impediment or legal requirement that would prevent or materially delay the consummation of or unreasonably interfere with the Qualified IPO, then the Private Placement shall not occur and the Company, on the one hand, and the Investor, on the other hand, shall have no liability or obligation to one another in connection therewith; provided, however, that in such event the Company will discuss good faith alternatives with the Investor and use reasonable best efforts to provide the Investor with a substantially equivalent investment opportunity.

1.6 Closing. The closing of the Investor’s purchase of shares in the Private Placement pursuant to this Agreement shall take place substantially simultaneously with the closing of the Company’s sale of shares to the underwriters in the Qualified IPO. The Company and the Investor agree that the terms and conditions of the Investor’s purchase of shares in the Private Placement pursuant to this Agreement will be memorialized in, and governed by, a mutually agreeable written stock purchase agreement between the Company and the Investor (the “Private Placement SPA”) with customary terms and provisions for such a transaction. The Investor and the Company agree to sign such other mutually agreed upon reasonable and customary documents, and take such other reasonable and customary actions as the other party may reasonably request, in connection with such closing.

1.7 Conditionality. The right of the Investor to purchase shares in the Private Placement under this Section 1 shall be conditioned, in each case, upon the completion of the Qualified IPO. The Company may withdraw any registration statement for a Qualified IPO at any time without thereby incurring

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any liability to the Investor or any permitted assignee of the Investor or other party that has been apportioned rights hereunder.

1.8 Registration Rights. Any shares purchased by the Investor in the Private Placement shall be deemed to be “Registrable Securities” as such term is defined in Section 1.1 of the Investors’ Rights Agreement.

2. Qualified IPO Only. For the avoidance of doubt, subject to the obligations of the Company set forth in the proviso to Section 1.5, the right of the Investor to purchase shares in the Private Placement under this Agreement shall only be applicable to any Private Placement conducted in connection with a Qualified IPO and not to any other offering of securities by the Company, either before or after the consummation of the Qualified IPO. In the event that the Company undertakes to offer securities pursuant to a firm commitment underwritten public offering under the Act that does not qualify as a Qualified IPO, the Investor shall have no rights or obligations under this Agreement in respect of, or as a result of, such offering, including without limitation, the rights and obligations described in Section 1 above, but this Agreement and all rights and obligations hereunder shall remain in full force and effect until terminated pursuant to Section 6.7 below.

3. Restricted Securities.

3.1 Restricted Securities and Market Stand-Off Terms. The Investor hereby agrees that any shares of Common Stock acquired by the Investor pursuant to this Agreement shall be deemed to be “Restricted Securities” as such term is defined in Section 1.1 of the Investors’ Rights Agreement and as such shall be subject to Sections 2.8, 2.10 and 2.12 of the Investors’ Rights Agreement.

3.2 Legend. In order to enforce the foregoing covenant, the Company shall have the right to place the following restrictive legend on the certificates representing the shares subject to this section and to impose stop transfer instructions with respect to such shares until the end of such period:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

3.3 Additional Agreement. The Investor acknowledges its obligation pursuant to Section 2.10 of the Investors’ Rights Agreement to execute a market standoff agreement with the underwriters in an Initial Public Offering (as defined in the Investors’ Rights Agreement) in customary form and consistent with the provisions of Section 2.10 of the Investors’ Rights Agreement, subject to the limitations set forth in the Investors’ Rights Agreement.

4. Certain Defined Terms. In addition to the terms defined above, the following terms shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

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“Affiliate” means, with respect to any specified person, any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified person, including, without limitation, any direct or indirect subsidiary of such person that is at least 50% controlled by such person, general partner, officer, director or manager of such person and any venture capital or other investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with, such person.

“Common Stock” means the Company’s common stock, par value $0.001 per share.

“FINRA” means the Financial Industry Regulatory Authority, Inc. and any successor organizations or entities thereto.

“Investor Maximum Allocated Shares” means the number of shares of Common Stock equal to $5 million divided by the Qualified IPO price per share.

“Investors’ Rights Agreement” shall mean that certain Sixth Amended and Restated Investors’ Rights Agreement dated as of the date hereof, among the Company, the Series F Investors and certain other parties thereto, as amended or restated from time to time.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Qualified IPO” means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act, provided that such offering results in aggregate gross cash proceeds to the Company of not less than $100,000,000 in the aggregate.

“register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document.

“SEC” means the Securities and Exchange Commission.

“Securities Laws and Regulations” means (i) all applicable federal, state or other securities laws (including but not limited to the Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder, the 1934 Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder or the rules and regulations of any securities exchange) and (ii) all rules and regulations of FINRA or any other self-regulatory organization that are applicable to the Company, the Investor or any underwriter participating in the Qualified IPO, as applicable.

5. Publication. Neither the Investor nor any of its representatives shall disclose any confidential information provided to or learned by it in connection with its rights under this Agreement, including the existence of this Agreement, to any third party (other than an officer, director, employee, general or limited partner, attorney, advisor, accountant, agent or representative of such Investor who has a reason to know such information and who has an obligation of confidentiality with respect to such information) unless otherwise required by law (including, without limitation, any rule or regulation promulgated by the SEC or any other competent regulatory authority) or with the Company’s prior written consent.

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6. Publication. Neither the Investor nor any of its representatives shall disclose any confidential information provided to or learned by it in connection with its rights under this Agreement, including the existence of this Agreement, to any third party (other than an officer, director, employee, general or limited partner, attorney, advisor, accountant, agent or representative of such Investor who has a reason to know such information and who has an obligation of confidentiality with respect to such information) unless otherwise required by law (including, without limitation, any rule or regulation promulgated by the SEC or any other competent regulatory authority) or with the Company’s prior written consent.

7. Miscellaneous.

7.1 Successors and Assigns. Except as otherwise provided herein, 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. Notwithstanding the foregoing, the rights of the Investor are assignable by the Investor, in whole or in part, only to one or more Affiliates of the Investor, and in each case, (i) only to the extent that any such assignment is in compliance with all applicable laws, rules and regulations, including the Securities Laws and Regulations, and (ii) only if (x) the Company is, within a reasonable time prior to such transfer, furnished with written notice of the name and address of each such proposed assignee or assignees and (y) each such proposed assignee or assignees agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation, Section 3 hereof.

7.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California.

7.3 Counterparts. This Agreement may be executed and delivered by facsimile or electronic signature (including pdf) and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument.

7.4 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.

7.5 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given upon the earlier to occur of actual receipt or: (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail if also confirmed by facsimile sent during normal business hours of the recipient, effective as of the delivery of the facsimile; if not sent via facsimile during normal business hours, 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) 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 the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 7.5).

7.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

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7.7 Term and Termination. This Agreement shall be effective as of the Third Closing (as defined in the Series F Agreement). This Agreement, and all rights and obligations hereunder, shall terminate automatically and without further notice: (i) upon the consummation of a Qualified IPO and, without limiting the Investor’s rights under Section 1.5, the Private Placement if the Investor has exercised its rights under Sections 1.3 and 1.4; (ii) upon the consummation of an initial public offering: (x) that is not a Qualified IPO, (y) where the Investor and its Affiliates convert all shares of Series F Stock then held by them into Common Stock prior to such offering and (z) where the Investor is granted the right to participate in such offering or a concurrent private placement on the same terms and conditions as set forth in this Agreement; (iii) in the event that the Investor and its Affiliates and their respective successors and permitted assigns collectively cease for any reason to continue to hold at least 2,000,000 shares of Series F Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) that the Investor and its Affiliates originally purchased in the Series F Financing; or (iv) upon the consummation of any “Liquidation Event” (as such is defined in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended, supplemented or otherwise modified from time to time). Notwithstanding the foregoing, (i) Section 1.8 shall survive the termination of this Agreement and (ii) the Company’s obligations set forth in the proviso to Section 1.5 shall survive the termination of this Agreement to the extent that the Investor has indicated its interest in purchasing in the Private Placement in accordance with this Agreement and such Private Placement has not been consummated in connection with the Qualified IPO due to the circumstances set forth in Section 1.5. Notwithstanding anything to the contrary herein, if the Series F Agreement terminates prior to the Third Closing, this Agreement shall be void ab initio.

7.8 Entire Agreement; Amendments and Waivers. This Agreement and the other documents executed in connection with the Series F Financing constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof and supersede any and all prior understandings and agreements, written or oral, between or among the parties hereto with respect to the specific subject matter hereof. Any term of this Agreement may be amended only with the written consent of the Company and the Investor. 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 party making the waiver.

7.9 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

7.10 Aggregation of Stock. All shares of Series F Stock held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Allocation Agreement effective as of the day and year first above written.

APPDYNAMICS, INC. a Delaware corporation
By:	/s/ Randy Gottfried
Name: Randy Gottfried
Title: Chief Financial Officer

ALTIMETER PARTNERS FUND, L.P.
By:	Altimeter General Partner, LLC
Its:	General Partner
By:	/s/ Brad Gerstner
Name:	Brad Gerstner
Title:	Managing Member

EX-4.5

Exhibit 4.5

ALLOCATION AGREEMENT

This Allocation Agreement (the “Agreement”) is made and entered into as of November 8, 2015, by and between AppDynamics, Inc., a Delaware corporation (the “Company”) and Adage Capital Partners, LP (the “Investor”). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

WHEREAS, concurrently with the execution of this Agreement, (i) the Company and (ii) the Investor and certain other investors (collectively, the “Series F Investors”) are executing an Amended and Restated Series F Preferred Stock Purchase Agreement (the “Series F Agreement”) which amends and restates that certain Series F Preferred Stock Purchase Agreement dated October 16, 2015 (the “Prior Agreement”), pursuant to which the Investor purchased shares of the Company’s Series F Preferred Stock (the “Series F Stock”);

WHEREAS, the purchase and sale of the Series F Stock pursuant to the Series F Agreement and the Prior Agreement is referred to herein as the “Series F Financing”; and

WHEREAS, in consideration of the Investor acting as a lead investor in the Series F Financing, the Company agrees to make certain arrangements to allow the Investor to participate in a future offering of the Company’s Common Stock in accordance with the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the parties hereto agree as follows:

1. Allocation of Shares and Private Placement Right.

1.1 Allocation. Subject to the requirements of the Securities Laws and Regulations and subject to the other provisions of this Agreement, the Company agrees to use its reasonable best efforts (including reasonable cooperation with respect to obtaining applicable regulatory clearances) to provide Investor with the right, but not the obligation, to purchase from the Company, in a separate and contemporaneous private placement transaction exempt from registration with the SEC (the “Private Placement”), up to the Investor Maximum Allocated Shares on the terms set forth in this Agreement. Any such purchase of shares of Common Stock shall be at the same price per share at which such shares of Common Stock are being offered to the public pursuant to the Company’s registration statement with respect to a Qualified IPO.

1.2 Notice of Qualified IPO. Within fifteen (15) business days after the Company first submits to, or files with, the SEC a registration statement covering shares of its Common Stock for a Qualified IPO , the Company will notify the Investor in writing (the “Offering Notice”) of the Company’s intent to undertake the Qualified IPO, which shall include, if known at the time of such Offering Notice, (i) the approximate date that the Company expects to print and distribute preliminary prospectuses relating to the Qualified IPO, (ii) the anticipated closing date of the Qualified IPO and (iii) the actual number of shares of Common Stock to be allocated to the Investor. The Company and the Investor acknowledge that the schedule will be based upon the Company’s reasonable best estimate at the time of the Offering Notice but that such schedule is subject to substantial revision based upon market conditions, disclosure issues that may arise during the preparation of the registration statement, interaction with the SEC regarding the registration statement and other factors.

1.3 Preliminary Indication of Interest. No later than fifteen (15) business days after the delivery of the Offering Notice (the “Response Period”), the Investor may provide the Company with a non-binding written statement setting forth the aggregate dollar amount that the Investor is interested in purchasing in the Private Placement. The Company and the Investor acknowledge that this indication of interest is not intended to be an offer to purchase from the Investor but merely an indication of interest to assist the Company in structuring the Private Placement and preparing appropriate disclosure in the registration statement. The failure by the Investor to notify the Company within the Response Period of its interest in purchasing shares in the Private Placement shall terminate the Investor’s right to purchase shares pursuant to the Private Placement, unless the Qualified IPO is not completed within one hundred eighty (180) days of the Offering Notice; in which case the Company shall not complete a Qualified IPO without again complying with the provisions of this Section 1.

1.4 Final Indication of Interest. No later than the time at which the managing underwriters for the Qualified IPO obtain final indications of interest from potential purchasers in the Qualified IPO (the “Pricing Deadline”), the Investor must provide the Company with the Investor’s final indication of interest setting forth the number of shares of Common Stock that the Investor is interested in purchasing in the Private Placement. The failure by the Investor to notify the Company by the Pricing Deadline of its interest in purchasing shares in the Private Placement shall terminate the Investor’s right to purchase shares pursuant to the Private Placement, unless the Qualified IPO is not completed within one hundred eighty (180) days of the Offering Notice; in which case the Company shall not complete a Qualified IPO without again complying with the provisions of this Section 1.

1.5 Compliance with Securities Laws and Regulations. Notwithstanding the Company’s exercise of its reasonable best efforts in accordance with Section 1.1, in the event that any such Private Placement would, in the Company’s reasonable judgment, based on the advice of counsel for the Company and following consultation with the Investor, be deemed invalid as a private placement under the Act for any reason (including but not limited to by reason of the doctrine of “integration” with the Qualified IPO) or would otherwise conflict with any Securities Laws and Regulations or give rise to any other legal impediment or legal requirement that would prevent or materially delay the consummation of or unreasonably interfere with the Qualified IPO, then the Private Placement shall not occur and the Company, on the one hand, and the Investor, on the other hand, shall have no liability or obligation to one another in connection therewith; provided, however, that in such event the Company will discuss good faith alternatives with the Investor and use reasonable best efforts to provide the Investor with a substantially equivalent investment opportunity.

1.6 Closing. The closing of the Investor’s purchase of shares in the Private Placement pursuant to this Agreement shall take place substantially simultaneously with the closing of the Company’s sale of shares to the underwriters in the Qualified IPO. The Company and the Investor agree that the terms and conditions of the Investor’s purchase of shares in the Private Placement pursuant to this Agreement will be memorialized in, and governed by, a mutually agreeable written stock purchase agreement between the Company and the Investor (the “Private Placement SPA”) with customary terms and provisions for such a transaction. The Investor and the Company agree to sign such other mutually agreed upon reasonable and customary documents, and take such other reasonable and customary actions as other party may reasonably request, in connection with such closing.

1.7 Conditionality. The right of the Investor to purchase shares in the Private Placement under this Section 1 shall be conditioned, in each case, upon the completion of the Qualified IPO. The Company may withdraw any registration statement for a Qualified IPO at any time without thereby incurring any liability to the Investor or any permitted assignee of the Investor or other party that has been apportioned rights hereunder.

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1.8 Registration Rights. Any shares purchased by the Investor in the Private Placement shall be deemed to be “Registrable Securities” as such term is defined in Section 1.1 of the Investors’ Rights Agreement.

2. Qualified IPO Only. For the avoidance of doubt, subject to the obligations of the Company set forth in the proviso to Section 1.5, the right of the Investor to purchase shares in the Private Placement under this Agreement shall only be applicable to any Private Placement conducted in connection with a Qualified IPO and not to any other offering of securities by the Company, either before or after the consummation of the Qualified IPO. In the event that the Company undertakes to offer securities pursuant to a firm commitment underwritten public offering under the Act that does not qualify as a Qualified IPO, the Investor shall have no rights or obligations under this Agreement in respect of, or as a result of, such offering, including without limitation, the rights and obligations described in Section 1 above, but this Agreement and all rights and obligations hereunder shall remain in full force and effect until terminated pursuant to Section 6.7 below.

3. Restricted Securities.

3.1 Restricted Securities and Market Stand-Off Terms. The Investor hereby agrees that any shares of Common Stock acquired by the Investor pursuant to this Agreement shall be deemed to be “Restricted Securities” as such term is defined in Section 1.1 of the Investors’ Rights Agreement and as such shall be subject to Sections 2.8, 2.10 and 2.12 of the Investors’ Rights Agreement.

3.2 Legend. In order to enforce the foregoing covenant, the Company shall have the right to place the following restrictive legend on the certificates representing the shares subject to this section and to impose stop transfer instructions with respect to such shares until the end of such period:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

3.3 Additional Agreement. The Investor acknowledges its obligation pursuant to Section 2.10 of the Investors’ Rights Agreement to execute a market standoff agreement with the underwriters in an Initial Public Offering (as defined in the Investors’ Rights Agreement) in customary form and consistent with the provisions of Section 2.10 of the Investors’ Rights Agreement, subject to the limitations set forth in the Investors’ Rights Agreement.

4. Certain Defined Terms. In addition to the terms defined above, the following terms shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Affiliate” means, with respect to any specified person, any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified person, including, without limitation, any direct or indirect subsidiary of such person that is at least 50% controlled by such person, general partner, officer, director or manager of such person and any venture capital or other

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investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with, such person.

“Common Stock” means the Company’s common stock, par value $0.001 per share.

“FINRA” means the Financial Industry Regulatory Authority, Inc. and any successor organizations or entities thereto.

“Investor Maximum Allocated Shares” means the number of shares of Common Stock equal to $2.5 million divided by the Qualified IPO price per share.

“Investors’ Rights Agreement” shall mean that certain Sixth Amended and Restated Investors’ Rights Agreement dated as of the date hereof, among the Company, the Series F Investors and certain other parties thereto, as amended or restated from time to time.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Qualified IPO” means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act, provided that such offering results in aggregate gross cash proceeds to the Company of not less than $100,000,000 in the aggregate.

“register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document.

“SEC” means the Securities and Exchange Commission.

“Securities Laws and Regulations” means (i) all applicable federal, state or other securities laws (including but not limited to the Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder, the 1934 Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder or the rules and regulations of any securities exchange) and (ii) all rules and regulations of FINRA or any other self-regulatory organization that are applicable to the Company, the Investor or any underwriter participating in the Qualified IPO, as applicable.

5. Publication. Neither the Investor nor any of its representatives shall disclose any confidential information provided to or learned by it in connection with its rights under this Agreement, including the existence of this Agreement, to any third party (other than an officer, director, employee, general or limited partner, attorney, advisor, accountant, agent or representative of such Investor who has a reason to know such information and who has an obligation of confidentiality with respect to such information) unless otherwise required by law (including, without limitation, any rule or regulation promulgated by the SEC or any other competent regulatory authority) or with the Company’s prior written consent.

6. Miscellaneous.

6.1 Successors and Assigns. Except as otherwise provided herein, 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. Notwithstanding the foregoing, the rights of the Investor are assignable by the Investor, in whole or in part,

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only to one or more Affiliates of the Investor, and in each case, (i) only to the extent that any such assignment is in compliance with all applicable laws, rules and regulations, including the Securities Laws and Regulations, and (ii) only if (x) the Company is, within a reasonable time prior to such transfer, furnished with written notice of the name and address of each such proposed assignee or assignees and (y) each such proposed assignee or assignees agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation, Section 3 hereof.

6.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California.

6.3 Counterparts. This Agreement may be executed and delivered by facsimile or electronic signature (including pdf) and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument.

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.

6.5 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given upon the earlier to occur of actual receipt or: (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail if also confirmed by facsimile sent during normal business hours of the recipient, effective as of the delivery of the facsimile; if not sent via facsimile during normal business hours, 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) 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 the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 6.5).

6.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

6.7 Term and Termination. This Agreement shall be effective as of the Third Closing (as defined in the Series F Agreement). This Agreement, and all rights and obligations hereunder, shall terminate automatically and without further notice: (i) upon the consummation of a Qualified IPO and, without limiting the Investor’s rights under Section 1.5, the Private Placement if the Investor has exercised its rights under Sections 1.3 and 1.4; (ii) upon the consummation of an initial public offering: (x) that is not a Qualified IPO, (y) where the Investor and its Affiliates convert all shares of Series F Stock then held by them into Common Stock prior to such offering and (z) where the Investor is granted the right to participate in such offering or a concurrent private placement on the same terms and conditions as set forth in this Agreement; (iii) in the event that the Investor and its Affiliates and their respective successors and permitted assigns collectively cease for any reason to continue to hold at least 1,000,000 shares of Series F Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) that the Investor and its Affiliates originally purchased in the Series F Financing; or (iv) upon the consummation of any “Liquidation Event” (as such is defined in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended, supplemented or otherwise modified from time to time). Notwithstanding the foregoing, (i) Section 1.8 shall survive the termination of this Agreement and (ii) the Company’s obligations set forth in the proviso to Section 1.5 shall survive the termination of this Agreement to the extent that the Investor has indicated its interest in purchasing in the Private Placement in accordance with this Agreement and such Private Placement

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has not been consummated in connection with the Qualified IPO due to the circumstances set forth in Section 1.5. Notwithstanding anything to the contrary herein, if the Series F Agreement terminates prior to the Third Closing, this Agreement shall be void ab initio.

6.8 Entire Agreement; Amendments and Waivers. This Agreement and the other documents executed in connection with the Series F Financing constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof and supersede any and all prior understandings and agreements, written or oral, between or among the parties hereto with respect to the specific subject matter hereof. Any term of this Agreement may be amended only with the written consent of the Company and the Investor. 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 party making the waiver.

6.9 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

6.10 Aggregation of Stock. All shares of Series F Stock held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Allocation Agreement effective as of the day and year first above written.

APPDYNAMICS, INC. a Delaware corporation
By:	/s/ Randy Gottfried
Name: Randy Gottfried
Title: Chief Financial Officer

ADAGE CAPITAL PARTNERS, LP
By:	Adage Capital Partners, GP, LLC its General Partner
By:	Adage Capital Advisors, LLC its Managing Member
By:	/s/ Daniel Lehan
Name: Daniel Lehan
Title: Chief Operating Officer

EX-4.6

Exhibit 4.6

APPDYNAMICS
NUMBER
AD
INCORPORATED UNDER THE
LAWS OF THE STATE
OF DELAWARE
SHARES
CUSIP 03780P 10 4
SEE REVERSE FOR CERTAIN DEFINITIONS
This certifies that
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF transferable on the books of the Corporation in person APPDYNAMICS, or by duly authorized INC. attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
PRESIDENT
APPDYNAMICS, INC.
CORPORATE SEAL APRIL 1, 2008
DELAWARE
SECRETARY
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
(BROOKLYN, NY) TRANSFER AGENT
AND REGISTRAR
BY:
AUTHORIZED SIGNATURE
HERITAGE BANKNOTE

The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common	UNIF GIFT MIN ACT	–	Custodian
TEN ENT	–	as tenants by the entireties			(Cust)                         (Minor)
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common			under Uniform Gifts to Minors Act                                                                           (State)
COM PROP	–	as community property	UNIF TRF MIN ACT	–	Custodian (until age          )
					(Cust)
					under Uniform Transfers
					(Minor)
					to Minors Act
					(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,                                          hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

                                                                                                                                                                                                                 shares of the capital stock represented by within Certificate, and do hereby irrevocably constitute and appoint

                                                                                                                                                                                                attorney-in-fact to transfer the said stock on the books of the within named Corporation with full power of the substitution in the premises.

Dated

	X
	X
Signature(s) Guaranteed:		NOTICE:	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

By

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. SIGNATURE GUARANTEES MUST NOT BE DATED.

EX-10.1

Exhibit 10.1

APPDYNAMICS, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of [            ], 20[    ], and is between AppDynamics, Inc., a Delaware corporation (the “Company”), and [name of indemnitee] (“Indemnitee”).

RECITALS

A. Indemnitee’s service to the Company substantially benefits the Company.

B. Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.

C. Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.

D. In order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.

E. This Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.

The parties therefore agree as follows:

1. Definitions.

(a) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

(ii) Change in Board Composition. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the board of directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office, who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Company’s board of directors;

(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

(v) Other Events. Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 1(a), the following terms shall have the following meanings:

(1) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; provided, however, that “Person” shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(2) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of (i) the stockholders of the Company approving a merger of the Company with another entity or (ii) the Company’s board of directors approving a sale of securities by the Company to such Person.

(b) “Corporate Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise.

(c) “DGCL” means the General Corporation Law of the State of Delaware.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(e) “Enterprise” means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary.

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(f) “Expenses” include all reasonable and documented attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond or other appeal bond or their equivalent, and (ii) for purposes of Section 12(d), Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g) “Independent Counsel” means a law firm, or a partner or member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than as Independent Counsel with respect to matters concerning Indemnitee under this Agreement, or other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(h) “Proceeding” means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom and including without limitation any such Proceeding pending as of the date of this Agreement, in which Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any action taken by Indemnitee or any action or inaction on Indemnitee’s part while acting as a director or officer of the Company, or (iii) the fact that he or she is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement of expenses can be provided under this Agreement.

(i) Reference to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

2. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment

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in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

3. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee 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 Company. No indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To the extent that Indemnitee is a party to or a participant in and is successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. To the extent permitted by applicable law, if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, in defense of one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with (a) each successfully resolved claim, issue or matter and (b) any claim, issue or matter related to any such successfully resolved claim, issue or matter. For purposes of this section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

5. Indemnification for Expenses of a Witness. To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

6. Additional Indemnification.

(a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.

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(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and

(ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

7. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any Proceeding (or any part of any Proceeding):

(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(b) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

(c) for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);

(d) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 12(d) or (iv) otherwise required by applicable law or the Company’s bylaws; or

(e) if prohibited by applicable law.

8. Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 60 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Notwithstanding the foregoing, the Company may require security for any advance made in connection with an appeal process following any adjudication of guilt or liability involving intentional misconduct. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company.

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9. Procedures for Notification and Defense of Claim.

(a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company.

(b) If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of the Proceeding to such insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially-reasonable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of the defense of any such Proceeding, the Company shall be obligated to pay the reasonable and documented fees and expenses of Indemnitee’s counsel to the extent (i) the employment of counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, (iv) the Company is not financially or legally able to perform its indemnification obligations or (v) the Company shall not have retained, or shall not continue to retain, such counsel to defend such Proceeding. The Company shall have the right to conduct such defense as it sees fit in its sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company.

(d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.

(e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s prior written consent, which shall not be unreasonably withheld.

(f) The Company shall have the right to settle any Proceeding (or any part thereof) without the consent of Indemnitee.

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10. Procedures upon Application for Indemnification.

(a) To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. Any delay in providing the request will not relieve the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.

(b) Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company’s board of directors, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b), the Independent Counsel shall be selected as provided in this Section 10(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such

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objection is without merit. If, within 20 days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and (ii) the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(b) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(d) The Company agrees to pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

11. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by such person, persons or entity of any determination contrary to that presumption.

(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(d) Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

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12. Remedies of Indemnitee.

(a) Subject to Section 12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10 of this Agreement within 90 days after the later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration in accordance with this Agreement.

(b) Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) To the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

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(d) To the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 60 days, after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of Section 8.

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to the final disposition of the Proceeding.

13. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

14. Non-exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s certificate of incorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

15. [Primary Responsibility. The Company acknowledges that Indemnitee has certain rights to indemnification and advancement of expenses provided by [insert name of fund] [and certain affiliates thereof] ([collectively,] the “Secondary Indemnitor[s]”). The Company agrees that, as between the Company and the Secondary Indemnitor[s], the Company is primarily responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitor[s] to provide indemnification or advancement for the same amounts is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitor[s] with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitor[s] of amounts otherwise required to be indemnified or advanced by the Company under the Company’s certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitor[s] shall be

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subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company’s certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitor[s] [are][is an] express third-party [beneficiaries][beneficiary] of the terms of this Section 15.]¹

16. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise.

17. Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies in a comparable position.

18. Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

19. Services to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company’s board of directors or, with respect to service as a director or officer of the Company, the Company’s certificate of incorporation or bylaws or the DGCL. No such document shall be subject to any oral modification thereof.

20. Duration. This Agreement shall continue until and terminate upon the later of (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.

¹  For investor affiliated directors only.

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21. Successors. This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause 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, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

22. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

23. Enforcement. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

24. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s certificate of incorporation and bylaws and applicable law.

25. Modification and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

26. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed:

(a) if to Indemnitee, to Indemnitee’s address, facsimile number or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or

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(b) if to the Company, to the attention of the Chief Executive Officer or General Counsel of the Company at 303 Second Street, North Tower, 8^th Floor, San Francisco, California 94107, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute notice) to Jon Avina, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.

27. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, The Corporation Trust Company, Wilmington, Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.

28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

29. Captions. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

(signature page follows)

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The parties are signing this Indemnification Agreement as of the date stated in the introductory sentence.

APPDYNAMICS, INC.

(Signature)

(Print name)

(Title)

[INDEMNITEE NAME]

(Signature)

(Print name)

(Street address)

(City, State and ZIP)

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED

APPDYNAMICS, INC.

2008 STOCK PLAN

1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. The Plan permits the grant of Options, Restricted Stock, and Restricted Stock Units as the Administrator may determine.

2. Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof.

(b) “Applicable Laws” means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.

(c) “Award” means, individually or collectively, a grant under the Plan of Options, Restricted Stock, or Restricted Stock Units.

(d) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change in Control; or

(ii) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction shall not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

Further and for the avoidance of doubt, a transaction shall not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that shall be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(g) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein shall be a reference to any successor or amended section of the Code.

(h) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation committee of the Board, in accordance with Section 4 hereof.

(i) “Common Stock” means the Common Stock of the Company.

(j) “Company” means AppDynamics, Inc., a Delaware corporation.

(k) “Consultant” means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to such entity.

(l) “Director” means a member of the Board.

(m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(n) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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(p) “Exchange Program” means a program under which (i) outstanding Options are surrendered or cancelled in exchange for Options of the same type (which may have lower or higher exercise prices and different terms), Options of a different type, and/or cash, and/or (ii) the exercise price of an outstanding Option is reduced. The terms and conditions of any Exchange Program shall be determined by the Administrator in its sole discretion.

(q) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Market, the Nasdaq Global Select Market or the Nasdaq Capital Market, its Fair Market Value shall be the closing sales price for such stock (or, if no closing sales price was reported on that date, as applicable, on the last trading date such closing sales price was reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported); or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(r) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(s) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(t) “Option” means a stock option granted pursuant to the Plan.

(u) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(v) “Participant” means the holder of an outstanding Award.

(w) “Plan” means this Amended and Restated 2008 Stock Plan.

(x) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of an Option.

(y) “Restricted Stock Purchase Agreement” means a written or electronic agreement between the Company and the Participant evidencing the terms and restrictions applying to Shares purchased under a Restricted Stock award. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the notice of grant.

(z) “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.

(aa) “Restricted Stock Unit Agreement” means a written or electronic agreement between the Company and the Participant evidencing the terms and restrictions applying to Shares purchased under a Restricted Stock Unit award. The Restricted Stock Unit Agreement is subject to the terms and conditions of the Plan and the notice of grant.

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(bb) “Securities Act” means the Securities Act of 1933, as amended.

(cc) “Service Provider” means an Employee, Director or Consultant.

(dd) “Share” means a share of the Common Stock, as adjusted in accordance with Section 11 below.

(ee) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan is 55,956,716¹ Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

If an Award expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Exchange Program, the unpurchased Shares that were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of an Award, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if unvested Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan. Notwithstanding the foregoing and, subject to adjustment provided in Section 11, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate Share number stated in the first paragraph of this Section, plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under this second paragraph of this Section.

4. Administration of the Plan.

(a) Administrator. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws.

¹  Represents original plan reserve of 6,231,200 shares authorized by the Board of Directors on April 1, 2008 and by the stockholders on April 24, 2008; an increase of 1,427,747 shares authorized by the Board of Directors on December 22, 2011 and by the stockholders on December 22, 2011; an increase of 2,378,776 shares authorized by the Board of Directors on September 5, 2012 and by the stockholders on September 18, 2012; a 2 for 1 forward stock split authorized by the Board of Directors on September 5, 2012 and the stockholders on September 18, 2012; an increase of 4,688,736 shares authorized by the Board of Directors on December 7, 2012 and by stockholders on January 17, 2013; an increase of 4,925,761 shares authorized by the Board of Directors on June 13, 2013 and by stockholders on June 14, 2013; an increase of 6,692,014 shares authorized by the Board of Directors and by stockholders on January 30, 2014; an increase of 3,620,948 shares authorized by the Board of Directors on January 30, 2015 and by stockholders on January 29, 2015; an increase of 1,177,515 shares authorized by the Board of Directors on March 5, 2015 and by stockholders on March 6, 2015; an increase of 1,000,000 shares authorized by the Compensation Committee of the Board of Directors on March 20, 2015 and by stockholders on March 23, 2015; an increase of 1,168,888 shares authorized by the Board of Directors on June 11, 2015 and by stockholders on June 13, 2015, effective as of June 15, 2015; an increase of 11,040,358 shares authorized by the Board of Directors and by stockholders on October 16, 2015; and an increase of 1,567,050 shares authorized by the Board of Directors on June 23, 2016 and by stockholders on July 14, 2016.

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(b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may from time to time be granted hereunder;

(iii) to determine the number of Shares to be covered by each such Award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) to institute an Exchange Program;

(vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

(viii) to modify or amend each Award (subject to Section 19(c) of the Plan) including but not limited to the discretionary authority to extend the post-termination exercise period of Awards and to extend the maximum term of an Option (subject to Section 6(a) regarding Incentive Stock Options);

(ix) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; and

(x) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan.

(c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Participants.

5. Eligibility. Nonstatutory Stock Options, Restricted Stock, and Restricted Stock Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6. Stock Options.

(a) Term of Option. The term of each Option shall be stated in the Award Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, 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 five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

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(b) Option Exercise Price and Consideration.

(i) Exercise Price. The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following:

(A) In the case of an Incentive Stock Option

a) granted to an Employee 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 exercise price shall be no less than one hundred and ten percent (110%) of the Fair Market Value per Share on the date of grant.

b) granted to any other Employee, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(B) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(C) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above in accordance with and pursuant to a transaction described in Section 424 of the Code.

(ii) Forms of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of, without limitation, (1) cash, (2) check, (3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised and provided that accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting consequences to the Company, (5) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, (6) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws, or (7) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(c) Exercise of Option.

(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives (i) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised, together with any applicable withholding taxes. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the

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name of the Participant and his or her spouse. Until the Shares are issued (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 Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly 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 the Shares are issued, except as provided in Section 11 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, such Participant may exercise his or her Option within thirty (30) days of termination, or such longer period of time as specified in the Award Agreement, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Award Agreement). Unless the Administrator provides otherwise, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within six (6) months of termination, or such longer period of time as specified in the Award Agreement, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). Unless the Administrator provides otherwise, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six (6) months following the Participant’s death, or such longer period of time as specified in the Award Agreement, to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. If, at the time of death, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(v) Incentive Stock Option Limit. Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(c)(v), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

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7. Restricted Stock; Restricted Stock Units.

(a) Rights to Purchase Restricted Stock. Restricted Stock may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it shall offer Restricted Stock under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid (if any), and the time within which such person must accept such offer.

(b) Nature of Restricted Stock Units. The Committee may, in its sole discretion, grant to an eligible person under Section 5 hereof Restricted Stock Units under the Plan. The Administrator shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of grant. Vesting conditions may be based on continuing status as a Service Provider, achievement of pre-established performance goals and objectives and/or other such criteria as the Administrator may determine. Upon the grant of Restricted Stock Units, the Participant and the Company shall enter into a Restricted Stock Unit Agreement. The terms and conditions of each such Restricted Stock Unit Agreement shall be determined by the Administrator and may differ among individual Awards and grantees. Unless otherwise provided in the Restricted Stock Unit Agreement (which agreement may provide for deferred settlement of Restricted Stock Units), 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 Restricted Stock Unit Agreement. Restricted Stock Units may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of.

(c) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option according to terms as the Administrator determines.

(d) Terms. The term of each Restricted Stock and Restricted Stock Unit award shall be stated in the Restricted Stock Purchase Agreement or Restricted Stock Unit Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof.

(e) Other Provisions. The Restricted Stock Purchase Agreement and Restricted Stock Unit Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(f) Rights as a Stockholder. Once the Restricted Stock award is purchased or otherwise issued, or the Restricted Stock Unit is settled the purchaser shall have rights equivalent to those of a stockholder and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Restricted Stock is purchased or otherwise issued, or the Restricted Stock Unit is settled, except as provided in Section 11 of the Plan.

8. Tax Withholding. Prior to the delivery of any Shares pursuant to an Award (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, shall

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determine in what manner it shall allow a Participant to satisfy such tax withholding obligation and may permit the Participant to satisfy such tax withholding obligation, in whole or in part by one (1) or more of the following: (a) paying cash (or by check), (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount statutorily required to be withheld, or (c) selling a sufficient number of such Shares otherwise deliverable to a Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount statutorily required to be withheld.

9. Limited Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Participant, only by the Participant. If the Administrator in its sole discretion makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act.

10. Leaves of Absence; Transfers.

(a) Unless the Administrator provides otherwise, or except as otherwise required by Applicable Laws, vesting of Awards granted hereunder shall be suspended during any unpaid leave of absence.

(b) A Service Provider shall not cease to be a Service Provider in the case of (i) any leave of absence approved by the Company, or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor.

(c) For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1^st) day of such leave, any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.

11. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, shall adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award; provided, however, that the Administrator shall make such adjustments to the extent required by Section 25102(o) of the California Corporations Code.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award shall terminate immediately prior to the consummation of such proposed action.

(c) Merger or Change in Control. In the event of a merger or Change in Control, each outstanding Award shall be treated as the Administrator determines, including, without limitation, that each Award be assumed or an equivalent award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator shall not be required to treat all Awards similarly in the transaction.

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Notwithstanding the foregoing, in the event of a Change in Control in which the successor corporation does not assume or substitute for the Award, the Participant shall fully vest in and have the right to exercise his or her outstanding Awards, including Shares as to which such Award would not otherwise be vested or exercisable, and restrictions on all of the Participant’s Restricted Stock shall lapse. In addition, if an Award is not assumed or substituted in the event of a merger or Change in Control, the Administrator shall notify the Participant in writing or electronically that the Award shall be fully vested and exercisable for a period of time determined by the Administrator in its sole discretion, and any Award not assumed or substituted for shall terminate upon the expiration of such period for no consideration, unless otherwise determined by the Administrator.

For the purposes of this Section 11(c), the Award shall be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share subject to the Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.

12. Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Award, or such later date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Award is so granted within a reasonable time after the date of such grant.

13. No Effect on Employment or Service. Neither the Plan nor any Award shall confer upon any participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate such relationship at any time, with or without cause, and with or without notice.

14. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Award, the Administrator may in its discretion require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares.

15. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

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16. Reservation of Shares. The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

17. Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws.

18. Term of Plan. Subject to stockholder approval in accordance with Section 17, the Plan shall become effective upon its adoption by the Board. Unless sooner terminated under Section 19, it shall continue in effect for a term of ten (10) years from the later of (a) the effective date of the Plan, or (b) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance under the Plan.

19. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing (which may include e-mail) and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.

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APPDYNAMICS, INC.

2008 STOCK PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

I. NOTICE OF STOCK OPTION GRANT

Name:

Address:

The undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant:
Vesting Commencement Date:
Exercise Price per Share:	$
Total Number of Shares Granted:
Total Exercise Price:	$
Type of Option:		Incentive Stock Option
		Nonstatutory Stock Option
Term/Expiration Date:

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

[Vesting Schedule]

Termination Period:

This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 11(c) of the Plan.

II. AGREEMENT

1. Grant of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, 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 Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option 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 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”).

2. Exercise of Option.

(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, 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, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares.

3. Participant’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, 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.

4. Lock-Up Period. Participant hereby agrees that Participant shall not 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 Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).

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Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) cash;

(b) check;

(c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

(d) surrender of other Shares which (i) if acquired either directly or indirectly from the Company, have been owned by Participant for at least the period required to avoid a charge to the Company’s reported earnings, (ii) shall be valued at its Fair Market Value on the date of exercise, and (iii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting consequences to the Company.

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 Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.

8. Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

9. Tax Obligations.

(a) Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.

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(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant.

(c) Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option 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 adversely to 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 California.

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 AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, 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 AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

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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 accept as binding, conclusive and final all decisions or interpretations of the Administrator 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.

PARTICIPANT	APPDYNAMICS, INC.
Signature	By
Print Name	Print Name
	Title
Residence Address

EXHIBIT A

2008 STOCK PLAN

EXERCISE NOTICE

AppDynamics, Inc.

303 Second Street, North Tower 8^th Floor

San Francisco, CA 94107

Attention: Legal and Finance Departments

1. Exercise of Option. Effective as of today,                     ,         , the undersigned (“Participant”) hereby elects to exercise Participant’s option (the “Option”) to purchase                  shares of the Common Stock (the “Shares”) of AppDynamics, Inc. (the “Company”) under and pursuant to the 2008 Stock Plan (the “Plan”) and the Stock Option Agreement dated «Grant_Date»,                      (the “Option Agreement”).

2. Delivery of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.

3. Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option 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 Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. 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 11 of the Plan.

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 5 (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).

(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, but not less than all, 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. If the Company exercises or assigns its Right of First Refusal, the Participant agrees to act in good faith to provide and execute any information or documentation deemed reasonably necessary to complete the transfer within the time period set forth in subsection (d) below.

(c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 5 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 repurchase by an assignee, to the assignee), or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice; provided that in no event will the Right of First Refusal be deemed waived if payment of the Purchase Price is delayed due to the Participant’s failure to comply with the provisions of this Section.

(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 5, 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 one hundred and twenty (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 5 notwithstanding, the transfer of any or all of the Shares during Participant’s lifetime or on Participant’s death by will or intestacy to Participant’s immediate family or a trust for the benefit of Participant’s immediate family shall be exempt from the provisions of this Section 5. “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 5.

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

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.

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7. Restrictive Legends and Stop-Transfer Orders.

(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 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.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(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 Exercise Notice, 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 Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

10. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect.

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11. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement 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	APPDYNAMICS, INC.
Signature	By
Print Name	Print Name
	Title
Address:
	Address:
	303 Second Street, North Tower 8th Floor San Francisco, CA 94107
	Date Received

EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	APPDYNAMICS, INC.
SECURITY	:	COMMON STOCK
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 shall be imprinted with any 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 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 Participant, the exercise shall 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 the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) 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 may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (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 shall 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 shall 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 shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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APPDYNAMICS, INC.

2008 STOCK PLAN

STOCK OPTION AGREEMENT — EARLY EXERCISE

Unless otherwise defined herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement – Early Exercise (the “Option Agreement”).

I. NOTICE OF STOCK OPTION GRANT

Name:

Address:

The undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant:
Vesting Commencement Date:
Exercise Price per Share:	$
Total Number of Shares Granted:
Total Exercise Price:	$
Type of Option:		Incentive Stock Option
		Nonstatutory Stock Option
Term/Expiration Date:

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

[Vesting Schedule]

Termination Period:

This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 11(c) of the Plan.

II. AGREEMENT

1. Grant of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, 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 Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option 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 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.

2. Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 6 of the Plan as follows:

(a) Right to Exercise.

(i) Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the vesting schedule set forth in the Notice of Stock Option Grant. Alternatively, at the election of Participant, this Option may be exercised in whole or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject to the Company’s repurchase right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1).

(ii) As a condition to exercising this Option for unvested Shares, Participant shall execute the Restricted Stock Purchase Agreement.

(iii) This Option may not be exercised for a fraction of a Share.

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, 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, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares.

3. Participant’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, 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.

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4. Lock-Up Period. Participant hereby agrees that Participant shall not 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 Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).

Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) cash;

(b) check;

(c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

(d) surrender of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting consequences to the Company.

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.

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7. Non-Transferability of Option.

(a) Until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or is no longer relying upon the exemption from registration of Options under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (such time, the “Reliance End Date”), the Participant shall not transfer this Option or, prior to exercise, the shares subject to this Option, other than as permitted by Rule 12h-1(f) of the Exchange Act. For avoidance of doubt, until the Reliance End Date, the Options and, prior to exercise, the shares subject to this Option, may not be pledged, hypothecated or otherwise transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than to an executor or guardian of the Optionee upon the death or Disability of the Optionee. Notwithstanding the foregoing, transfers to the Company or in connection with the Change in Control or other acquisition transactions involving the Company will be permitted to the extent permitted by Rule 12h-1(f).

(b) Subject to and without in any way limiting subsection (a) of this Section 7, this Option may not be pledged, hypothecated or otherwise transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors, guardians and assigns of Optionee.

8. Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

9. Tax Obligations.

(a) Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.

(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant.

(c) Code Section 409 A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

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10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option 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 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 California.

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 AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, 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 AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER 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 accept as binding, conclusive and final all decisions or interpretations of the Administrator 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.

PARTICIPANT	APPDYNAMICS, INC.
Signature	By
Print Name	Print Name
	Title
Residence Address

EXHIBIT A

2008 STOCK PLAN

EXERCISE NOTICE

AppDynamics, Inc.

303 Second Street, North Tower 8^th Floor

San Francisco, 94107

Attention: Legal and Finance Departments

Exercise of Option. Effective as of today,                     ,         , the undersigned (“Participant”) hereby elects to exercise Participant’s option (the “Option”) to purchase                  shares of the Common Stock (the “Shares”) of AppDynamics, Inc. (the “Company”) under and pursuant to the 2008 Stock Plan (the “Plan”) and the Stock Option Agreement dated                     ,          (the “Option Agreement”).

1. Delivery of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.

2. Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

3. 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 Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. 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 11 of the Plan.

4. 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 5 (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).

(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, but not less than all, 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. If the Company exercises or assigns its Right of First Refusal, the Participant agrees to act in good faith to provide and execute any information or documentation deemed reasonably necessary to complete the transfer within the time period set forth in subsection (d) below.

(c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 5 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 repurchase by an assignee, to the assignee), or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice; provided that in no event will the Right of First Refusal be deemed waived if payment of the Purchase Price is delayed due to the Participant’s failure to comply with the provisions of this Section.

(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 5, 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 one hundred and twenty (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 5 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 5. “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 5.

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

5. 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.

6. Restrictive Legends and Stop-Transfer Orders.

(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:

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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 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.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(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 Exercise Notice 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.

7. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

8. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

9. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect.

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10. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Restricted Stock Purchase Agreement, the Option Agreement 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	APPDYNAMICS, INC.
Signature	By
Print Name	Print Name
	Title
Address:	Address:
	Date Received

EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	APPDYNAMICS, INC.
SECURITY	:	COMMON STOCK
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 (1) 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 shall be imprinted with any 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 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 Participant, the exercise shall 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 the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) 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 may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (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 shall 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 shall 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 shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

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EXHIBIT C-1

APPDYNAMICS, INC.

2008 STOCK PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made between                                      (the “Purchaser”) and AppDynamics, Inc. (the “Company”) or its assignees of rights hereunder as of                     ,         .

Unless otherwise defined herein, the terms defined in the 2008 Stock Plan shall have the same defined meanings in this Agreement.

RECITALS

A. Pursuant to the exercise of the option (grant number             ) granted to Purchaser under the Plan and pursuant to the Stock Option Agreement (the “Option Agreement”) dated                      by and between the Company and Purchaser with respect to such grant (the “Option”), which Plan and Option Agreement are hereby incorporated by reference, Purchaser has elected to purchase                      of those shares of Common Stock which have not become vested under the vesting schedule set forth in the Option Agreement (“Unvested Shares”). The Unvested Shares and the shares subject to the Option Agreement, which have become vested are sometimes collectively referred to herein as the “Shares.”

B. As required by the Option Agreement, as a condition to Purchaser’s election to exercise the option, Purchaser must execute this Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the Option.

1. Repurchase Option.

(a) If Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, the Company shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the “Repurchase Option”).

(b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with a copy to the escrow agent described in Section 2 below, a notice in writing indicating the Company’s intention to exercise the Repurchase Option AND, at the Company’s option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or legal representative) a check in the amount of the aggregate repurchase price, or (ii) by the Company canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate repurchase price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate repurchase price. Upon delivery of such notice and payment of the aggregate repurchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company.

(c) Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares.

(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate.

(e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser’s Option Agreement.

2. Transferability of the Shares; Escrow.

(a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company.

(b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

(c) Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.

(d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.

3. Ownership, Voting Rights, Duties. This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein.

4. Legends. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable federal and state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

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5. Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares, which may be made by the Company pursuant to Section 11 of the Plan after the date of this Agreement.

6. Notices. Notices required hereunder shall be given in person or by registered mail to the address of Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices.

7. Survival of Terms. This Agreement shall apply to and bind Purchaser and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.

8. Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses.

This discussion is intended only as a summary of the general United States income tax laws that apply to exercising Options as to Shares that have not yet vested and is accurate only as of the date this form Agreement was approved by the Board. The federal, state and local tax consequences to any particular taxpayer will depend upon his or her individual circumstances. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-4 for reference.

PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.

9. Representations. Purchaser has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that he or she (and not the Company) shall be responsible for his or her own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

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10. Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. The Plan, the Option Agreement, the Exercise Notice, this Agreement, 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 Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This Agreement is governed by the internal substantive laws but not the choice of law rules of California.

Purchaser represents that he or she has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement.

IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above.

PARTICIPANT	APPDYNAMICS, INC.
Signature	By
Print Name	Print Name
	Title
Residence Address
Dated:                     ,

EXHIBIT C-2

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED I,                                 , hereby sell, assign and transfer unto AppDynamics, Inc.                  shares of the Common Stock of AppDynamics, Inc. standing in my name of the books of said corporation represented by Certificate No.          herewith and do hereby irrevocably constitute and appoint                                  to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.

This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between AppDynamics, Inc. and the undersigned dated                     ,          (the “Agreement”).

Dated:                     ,          Signature:

INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its “repurchase option,” as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser.

EXHIBIT C-3

JOINT ESCROW INSTRUCTIONS

                    ,         

Corporate Secretary

303 Second Street, North Tower 8^th Floor

San Francisco, CA 94107

Dear                                 :

As Escrow Agent for both AppDynamics, Inc. (the “Company”), and the undersigned purchaser of stock of the Company (the “Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (the “Agreement”) between the Company and the undersigned, in accordance with the following instructions:

1. In the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s repurchase option.

3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you.

4. Upon written request of the Purchaser, but no more than once per calendar year, unless the Company’s repurchase option has been exercised, you shall deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option. Within one hundred and twenty (120) days after cessation of Purchaser’s continuous employment by or services to the Company, or any parent or subsidiary of the Company, you shall deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option.

5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder.

6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor.

12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent.

13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten (10) days’ advance written notice to each of the other parties hereto.

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16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.

17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

18. These Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law rules, of California.

PURCHASER	APPDYNAMICS, INC.
Signature	By
Print Name	Print Name
	Title
Residence Address
ESCROW AGENT
Corporate Secretary
Dated:

EXHIBIT C-4

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below.

1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

TAXPAYER	SPOUSE
NAME:
ADDRESS:
TAX ID NO.:

TAXABLE YEAR:                                       

2. The property with respect to which the election is made is described as follows:                  shares (the “Shares”) of the Common Stock of AppDynamics, Inc. (the “Company”).

3. The date on which the property was transferred is:                                ,         .

4. The property is subject to the following restrictions:

The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement.

5. The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms shall never lapse, of such property is: $                .

6. The amount (if any) paid for such property is: $                .

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

Dated:                                 ,
	Taxpayer
The undersigned spouse of taxpayer joins in this election.
Dated:                                 ,
	Spouse of Taxpayer

APPDYNAMICS, INC.

2008 STOCK PLAN

STOCK OPTION AGREEMENT

FOR NON-U.S. PARTICIPANTS

Unless otherwise defined herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement for Non-U.S. Participants, including any special terms and conditions for Participant’s country in the appendix attached hereto (the “Appendix”) (collectively, the “Option Agreement”).

I. NOTICE OF STOCK OPTION GRANT

Name:

Address:

The undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant:
Vesting Commencement Date:
Exercise Price per Share:	$
Total Number of Shares Granted:
Total Exercise Price:	$
Type of Option:		Nonstatutory Stock Option
Term/Expiration Date:

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

[Vesting Schedule]

Termination Period:

This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 11(c) of the Plan.

For purposes of this Option, Participant’s relationship as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where Participant is providing services or the terms of Participant’s employment or service agreement, if any Participant’s right to vest in this Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., if Participant is an Employee, Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is an Employee or Participant’s employment agreement, if any. In addition, the period (if any) during which Participant may exercise this Option after such termination of Participant’s relationship as a Service Provider will commence on the date Participant ceases to actively provide service and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or retained or Participant’s employment or service agreement, if any. The Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing service for purposes of this Option (including whether Participant may still be considered to be providing service while on a leave of absence).

II. AGREEMENT

1. Grant of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this Option Agreement (“Participant”) an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, 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 Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

2. Exercise of Option.

(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, 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 the aggregate Exercise Price, provided Participant has made arrangements to satisfy any Tax-Related Items, as defined and further described in Section 9(a) below.

No Shares shall be issued pursuant to the exercise of this Option unless such exercise and such issuance comply with Applicable Laws. Assuming such compliance, for tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares.

3. Participant’s Representations. In the event the Shares have not been registered under the Securities Act at the time this Option is exercised, 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.

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4. Lock-Up Period. Participant hereby agrees that Participant shall not 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 Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).

Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a U.S. Securities and Exchange Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day (or other) period. Participant agrees that any transferee of the Option or Shares acquired pursuant to the Option shall be bound by this Section 4.

5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) cash;

(b) check; or

(c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan.

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 Laws.

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 Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.

8. Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and this Option Agreement.

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9. Tax Obligations.

(a) Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, the Parent or Subsidiary to whom Participant renders services (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding a number of Shares that are otherwise deliverable to Participant upon exercise, (ii) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, (iii) withholding from the proceeds of a number of Shares sold either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent), or (iv) any other method deemed acceptable by the Company.

Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.

Finally, Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

(b) Code Section 409A. If Participant is a U.S. taxpayer, under Code Section 409A, an Option that vests after December 31, 2004 that was granted with a per Share exercise price that is determined by the U.S. Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share Exercise Price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

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10. Nature of Grant. In accepting this Option, Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of stock options, or benefits in lieu of stock options, even if stock options have been granted in the past;

(c) all decisions with respect to future stock options or other grants, if any, will be at the sole discretion of the Company;

(d) Participant is voluntarily participating in the Plan;

(e) this Option and any Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation;

(f) this Option and any Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(g) the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;

(h) if the underlying Shares do not increase in value, this Option will have no value;

(i) if Participant exercises this Option and acquires the Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;

(j) unless otherwise provided in the Plan or by the Company in its discretion, this Option and the benefits evidenced by this Option Agreement do not create any entitlement to have this Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock;

(k) neither the Company nor any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of this Option or of any amounts due to Participant pursuant to the exercise of this Option or the subsequent sale of the Shares; and

(l) no claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from the termination of Participant as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of labor laws in the jurisdiction where Participant is employed or retained or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of this Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Company and any Parent or Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

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11. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

12. Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Option Agreement and any other grant materials by and among, as applicable, the Company and any Parent or Subsidiary for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.

Participant understands that the Company and the Parent or Subsidiary may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all stock options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

Participant understands that Data may be transferred to a third party stock plan service provider, which may assist the Company (presently or in the future) with the implementation, administration and management of the Plan. Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the U.S.) may have different data privacy laws and protections than Participant’s country. Participant understands that he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. Participant authorizes the Company, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purposes of implementing, administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant 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 his or her local human resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her relationship as a Service Provider and status with the Company or the Parent or Subsidiary will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant this Option or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative.

13. Entire Agreement; Governing Law; Venue. The Plan is incorporated herein by reference. The Plan and this Option 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. This Option Agreement is governed by the internal

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substantive laws but not the choice of law rules of California. For purposes of any action, lawsuit or other proceedings brought to enforce this Option Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of San Francisco County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

14. 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 AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE EMPLOYER) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE EMPLOYER) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

15. Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on his or her country, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by Applicable Laws). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and Participant is advised to speak to his or her personal advisor on this matter.

16. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

17. Language. If Participant has received this Option Agreement, or any other document related to this Option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

18. Severability. The provisions of this Option Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

19. Appendix. Notwithstanding any provisions in this Option Agreement, this Option shall be subject to any special terms and conditions for Participant’s country set forth in the Appendix attached to this Option Agreement. Moreover, if Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Option Agreement.

20. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on this Option and on the Shares to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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21. Waiver. Participant acknowledges that a waiver by the Company of breach of any provision of this Option Agreement shall not operate or be construed as a waiver of any other provision of this Option Agreement, or of any subsequent breach by Participant or any other participant.

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 Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of this Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator 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.

PARTICIPANT	APPDYNAMICS, INC.
Signature	By
Print Name	Print Name
	Title
Residence Address

APPENDIX

TO

STOCK OPTION AGREEMENT

FOR NON-U.S. PARTICIPANTS

Capitalized terms, unless explicitly defined in this Appendix, shall have the meanings given to them in the Option Agreement or in the Plan.

Terms and Conditions

This Appendix includes special terms and conditions that govern this Option if Participant resides and/or works in one of the countries listed below. If Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which Participant is currently residing and/or working, or if Participant transfers to another country after the grant of this Option, the Administrator shall, in its discretion, determine to what extent the special terms and conditions contained herein shall be applicable to Participant.

Notifications

This Appendix also includes information regarding securities, exchange control, tax and certain other issues of which Participant should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control, tax and other laws in effect in the respective countries as of June 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information contained herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time Participant exercises this Option or at the time Participant sells any Shares acquired under the Plan. In addition, the information is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of any particular result. Therefore, Participant is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to Participant’s individual situation.

If Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which Participant is currently residing and/or working, or if Participant transfers to another country after the grant of this Option, the information contained herein may not be applicable to Participant in the same manner.

AUSTRALIA

Terms and Conditions

Exercise of Option. The following provision supplements Section 2(a) of the Agreement:

Notwithstanding any provision of the Plan and the Option Agreement, this Option shall not vest nor be exercisable until the date on which the earliest of the following occurs: (i) the Common Stock is listed or quoted on a recognized national securities exchange and is no longer subject to any lock-up period under Section 4 of the Agreement, or (ii) the Company completes a merger or Change in Control in which the acquirer or successor assumes and continues or substitutes this Option for an option over its publicly traded, quoted or listed shares, (such date being referred to as the “Liquidity Date”). Participant must remain a Service Provider through the Liquidity Date in order to vest in any portion of this Option. Should the Liquidity Date occur after any of the vesting dates set forth in the Vesting Schedule, Participant will receive credit for any vesting that would have occurred under the Vesting Schedule once the Liquidity Date occurs and will continue to vest in accordance with the Vesting Schedule thereafter to the extent that Participant remains a Service Provider.

Furthermore, notwithstanding the vesting of any portion of this Option on the Liquidity Date or on any vesting date thereafter, Participant will not be permitted to exercise the portion of this Option that vested on such date unless, as of such date, the Fair Market Value of the Shares underlying this Option exceeds the Exercise Price per Share for this Option (i) as of such vesting date, and (ii) for the ten (10) consecutive U.S. trading days immediately following such vesting date. In the event that any vested portion of this Option is not exercisable on the vesting date as a result of the preceding sentence, then this Option will not be exercisable until such date that is the first U.S. trading day following the period of ten (10) consecutive U.S. trading days on which the Fair Market Value per Share underlying this Option has exceeded the Exercise Price per Share for this Option.

Finally, notwithstanding the Term/Expiration Date of this Option as set forth in the Notice of Stock Option Grant, this Option shall automatically expire in the event that it has not vested and become exercisable pursuant to the preceding paragraphs or the day preceding the seven-year anniversary of the date of grant.

Data Privacy. The following provision supplements Section 12 of the Agreement:

For information regarding the manner in which the Company maintains and transfers Data, Participant may contact the Company’s Legal Department at 303 Second Street, North Tower, 8th Floor, San Francisco, CA 94107, U.S. and/or legal@appdynamics.com.

Participant understands and agrees that Data may be transferred to recipients located outside of Australia, including the U.S. and any other country where the Company has operations.

Notifications

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on behalf of Participant.

Securities Law Information. If Participant acquires Shares under the Plan and offers such Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. Participant is advised to obtain legal advice regarding the disclosure obligations prior to making any such offer.

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BRAZIL

Terms and Conditions

Compliance with Law. By accepting this Option, Participant acknowledges and agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the exercise of this Option, the receipt of any dividends and the sale of Shares acquired under the Plan.

Notifications

Exchange Control Information. If Participant is resident or domiciled in Brazil, Participant will be required to submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Shares acquired under the Plan.

CANADA

Terms and Conditions

Termination Period. The following provision replaces the last paragraph of the Notice of Stock Option Grant:

For purposes of this Option, Participant’s status as a Service Provider shall be considered terminated (regardless of the reason for such termination and regardless of whether later found to be invalid or in breach of labor laws in the jurisdiction where Participant is employed or retained or the terms of any employment or service agreement), as of the earlier of (a) the date on which Participant’s status as a Service Provider is terminated; (b) the date on which Participant receives a written notice of termination as a Service Provider; or (c) the date on which Participant is no longer actively providing services to the Company or any Parent or Subsidiary, regardless of any notice period or period of pay in lieu of notice required under any labor law in the country where Participant resides (including, without limitation, statutory law, regulatory law, and/or common law), even if such law is otherwise applicable to Participant’s benefits from the Employer. Participant’s right to vest in this Option, if any, will terminate as of such date. The Administrator shall have the exclusive discretion to determine when Participant is no longer a actively providing service for purposes of this Option.

The following provisions will apply if Participant is a resident of Quebec:

Language Consent. The parties acknowledge that it is their express wish that the Option Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir expressemente souhaité que la convention [Option Agreement], ainsi que de tous les documents, avis donnés et procédures judiciaries executés donnés ou intentés en vertu de, ou lié, directement ou indirectement, relativement à la présente convention, so ient rediges en langue anglaise.

Data Privacy. The following provision supplements Section 12 of the Agreement:

Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Participant further authorizes the Company, any Parent or Subsidiary to disclose and discuss such information with their advisors. Participant further authorizes the Company, any Parent or Subsidiary to record such information and to keep such information in Participant’s employment file.

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Notifications

Securities Law Information. The sale or other disposal of Shares acquired through the Plan should take place through the designated broker outside of Canada through the facilities of a stock exchange on which the Common Stock is listed.

Foreign Asset/Account Reporting Information. Foreign property must be reported on form T1135 (Foreign Income Verification Statement) if the total fair market value of such foreign property exceeds C$100,000 at any time during the year. Foreign property includes any Shares acquired under the Plan and may also include the unvested and vested portion of this Option. The form T1135 is required for every year during which Participant’s foreign property exceeds C$100,000 and must be filed at the same time Participant files his or her annual tax return. Participant should consult with his or her personal tax advisor for details regarding this requirement.

DENMARK

Terms and Conditions

Nature of Grant. The following provision supplements Section 10 of the Agreement:

By accepting this Option, Participant acknowledges, understands, and agrees that this Option relates to future services to be performed and is not a bonus or compensation for past services.

Danish Stock Option Act. By accepting this Option, Participant acknowledges that he or she has received the Employer Statement translated into Danish, which is being provided to comply with the Danish Stock Option Act.

Notifications

Tax Reporting Information. If Participant holds Shares acquired under the Plan in a brokerage account with a broker or bank outside Denmark, Participant is required to inform the Danish Tax Administration about the account. For this purpose, Participant must file a Form V (Erklaering V) with the Danish Tax Administration. The Form V must be signed by Participant and may be signed by the applicable broker or bank where the account is held. In the likely event that the broker or bank does not sign the Form V, Participant is solely responsible for providing certain details regarding the foreign brokerage account and the Shares in the account to the Danish Tax Administration as part of his or her income tax return. By signing the Form V, Participant authorizes the Danish Tax Administration to examine the account.

In addition, if Participant opens a deposit account or a brokerage account for the purpose of holding cash outside of Denmark, the bank or brokerage account, as applicable, will be treated as a deposit account because cash can be held in the account. Therefore, Participant must also file a Form K (Erklaering K) with the Danish Tax Administration. Both Participant and the applicable financial institution (the bank or broker, as applicable) must sign the Form K. By signing the Form K, the bank or broker, as applicable, undertakes an obligation, without further request each year, not later than on February 1 of the year following the calendar year to which the information relates, to forward certain information to the Danish Tax Administration concerning the content of the deposit account. The Danish Tax Administration may grant an exemption for the broker or bank’s requirement to sign Form K if the foreign broker or bank does not wish to or, pursuant to the laws of the relevant country, is not allowed to assume such obligation to report, Participant acknowledges that he or she is solely responsible for providing certain details regarding the foreign brokerage or bank account to the Danish Tax Administration as part of Participant’s annual income tax return. By signing Form K, Participant at the same time authorizes the Danish Tax Administration to examine the account.

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Foreign Asset/Account Reporting Information. If Participant establishes an account holding Shares or cash outside of Denmark, Participant must report the account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a local bank. (Please note that these obligations are separate from and in addition to the obligations described above.)

FRANCE

Terms and Conditions

Language Consent. By accepting this Option, Participant confirms having read and understood this Appendix, the Option Agreement and the Plan, including all terms and conditions included therein, which were provided in the English language and Participant accepts the terms of those documents accordingly.

En acceptant l’Option, le Participant confirme avoir lu et compris le présent Addendum relatif au Pays, le Contrat relatif aux Options d’Achat d’Actions et le Plan, en ce compris tous les termes et conditions de ces documents, qui ont été fournis en langue anglaise, et le Participant accepte les dispositions de ces documents en connaissance de cause.

Notifications

Foreign Asset/Account Reporting Information. Participant is required to report all foreign accounts (whether open, current or closed) to the French tax authorities when filing his or her annual tax return.

GERMANY

Notifications

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If Participant makes or receives a cross-border payment in excess of €12,500 in connection with the exercise of this Option, the sale of Shares acquired under the Plan or the receipt of dividends paid on such Shares, the report must be made by the fifth day of the month following the month in which the payment was received. The report must be filed electronically. The form of report can be accessed via the German Federal Bank’s website at www.bundesbank.de and is available in both German and English.

INDIA

Terms and Conditions

Exercise of Option and Method of Payment. Notwithstanding any provision of the Plan or the Option Agreement, Participant may not exercise this Option (to the extent it is vested) until the Common Stock is then registered under the Securities Act and listed or quoted on a recognized national securities exchange, provided, however, that the Administrator, in its sole discretion, may allow for an earlier exercise of this Option (to the extent it is vested).

Notwithstanding any provision of the Plan or the Option Agreement, Participant may not exercise this Option using a cashless sell-to-cover exercise, whereby Participant directs a broker or transfer agent to sell some (but not all) of the Shares subject to this Option and deliver to the Company the amount of the sale proceeds to pay the Exercise Price and any Tax-Related Items. The Company reserves the right to provide Participant with this method of payment depending on the development of local law. Payment of the Exercise Price may be made by any of the other methods of payment set forth in Section 5 of the Agreement if permitted by the Administrator.

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Notifications

Exchange Control Information. If Participant remits funds out of India to exercise this Option, it is Participant’s responsibility to comply with any applicable exchange control regulations in India. In particular, it will be Participant’s obligation to determine whether approval from the Reserve Bank of India is required prior to exercise. Further, Participant must repatriate the proceeds from the sale of Shares or the receipt of any dividends to India within a certain period after receipt. Participant must retain the foreign inward remittance certificate received from the bank where the foreign currency is deposited in the event that the Reserve Bank of India or the Parent or Subsidiary employing or retaining Participant requests proof of repatriation. It is Participant’s responsibility to comply with these requirements.

Foreign Asset/Account Reporting Information. Participant is required to declare any foreign bank accounts and any foreign financial assets (including Shares acquired under the Plan) in his or her annual tax return. It is Participant’s responsibility to comply with this reporting obligation and Participant should consult his or her personal advisor in this regard.

JAPAN

Notifications

Exchange Control Information. If Participant acquires Shares valued at more than ¥100,000,000 in a single transaction, Participant must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within twenty (20) days of the acquisition of the Shares.

In addition, if Participant pays more than ¥30,000,000 in a single transaction for the purchase of Shares when Participant exercises this Option, Participant must file a Payment Report with the Ministry of Finance through the Bank of Japan within twenty (20) days of the date that the payment is made. The precise reporting requirements vary depending on whether or not the relevant payment is made through a bank in Japan.

Please note that a Payment Report is required independently from a Securities Acquisition Report; therefore, Participant must file both a Payment Report and a Securities Acquisition Report if the total amount that Participant pays in a single transaction for exercising this Option and purchasing Shares exceeds ¥100,000,000.

Foreign Asset/Account Reporting Information. If Participant is a Japanese resident or foreign national with permanent residency in Japan and holds assets outside of Japan (including any Shares acquired under the Plan) with a value exceeding ¥50,000,000 (as of December 31 each year), Participant is required to comply with annual tax reporting obligations with respect to such investments. Participant is advised to consult with a personal tax advisor to ensure that Participant is properly complying with applicable reporting requirements.

MEXICO

Terms and Conditions

Acknowledgements. The following provision supplements Section 10 of the Agreement:

By accepting this Option, Participant acknowledges that he or she has received a copy of the Plan and the Agreement, including this Appendix, which he or she has reviewed. Participant further acknowledges that he or she accepts all the provisions of the Plan and the Agreement, including this Appendix. Participant also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in the “Nature of Grant” section of the Agreement, which clearly provide as follows:

(1) Participant’s participation in the Plan does not constitute an acquired right;

-App-6-

(2) The Plan and Participant’s participation in it are offered by the Company on a wholly discretionary basis;

(3) Participant’s participation in the Plan is voluntary; and

(4) The Company is not responsible for any decrease in the value of any Shares acquired upon exercise of this Option.

Service Acknowledgement and Policy Statement. By accepting this Option, Participant acknowledges that AppDynamics, Inc., with registered offices at 303 Second Street, North Tower, 8th Floor, San Francisco, CA 94107 USA, is solely responsible for the administration of the Plan. Participant further acknowledges that his or her participation in the Plan, the grant of this Option and any acquisition of Shares under the Plan do not constitute a service agreement and does not guarantee Participant the right to continue his or her service with the Company or the Employer because Participant is participating in the Plan on a wholly commercial basis. Based on the foregoing, Participant expressly acknowledges that the Plan and the benefits that he or she may derive from participation in the Plan do not establish any rights between Participant and the Company, and do not form part of any service agreement between the Participant and the Company or the Employer, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Participant’s service agreement, if any.

Participant further understands that his or her participation in the Plan is the result of a unilateral and discretionary decision of the Company and, therefore, the Company reserves the absolute right to amend and/or discontinue Participant’s participation in the Plan at any time, without any liability to Participant.

Finally, Participant hereby declares that he or she does not reserve to him or herself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and that he or she therefore grants a full and broad release to the Company, the Employer, any Parent or Subsidiary, affiliate, branch, representation office, shareholder, officer, agent and legal representative, with respect to any claim that may arise.

TÉRMINOS Y CONDICIONES

Reconocimientos. Esta disposición suplementa la Sección 10 del Contrato:

Al aceptar la Opción, el Partícipante reconoce que ha recibido una copia del Plan y del Contrato, incluyendo estas condiciones especiales por país, mismo que ha sido revisado por el Partícipante. El Partícipante reconoce, además, que acepta todas las disposiciones del Plan y del Contrato, incluyendo las presentes condiciones especial por país. El Partícipante también reconoce que ha leído la Sección del Contrato titulada “Naturaleza de la opción” y específica y expresamente aprueba los términos y condiciones establecidos en dicha Sección, que claramente establece lo siguiente:

(1) La participación del Partícipante en el Plan no constituye un derecho adquirido;

(2) El Plan y la participación del Partícipante en el Plan se ofrecen por la Compañía de manera totalmente discrecional;

(3) La participación del Partícipante en el Plan es voluntaria; y

-App-7-

(4) La Compañía no son responsables por cualquier disminución en el valor de las Acciones adquiridas al ejercer la opción.

Reconocimiento del Servicio y Declaración de Política. Al aceptar la Opción, el partícipante reconoce que AppDynamics, Inc., con domicilio registrado ubicado en 303 Second Street, North Tower, 8th Floor, San Francisco, CA 94107 USA, es la única responsable por la administración del Plan. Además, el Partícipante reconoce que su participación en el Plan, el otorgamiento de la opción y cualquier adquisición de Acciones de conformidad con el Plan no constituyen un contrato de Servicios y no garantizan el derecho del Partícipante de continuar prestando sus Servicios a la Compañía, ya que el Partícipante está participando en el Plan en sobre una base exclusivamente comercial. Con base en lo anterior, el Partícipante expresamente reconoce que el Plan y los beneficios que le deriven de la participación en el Plan no establecen derecho alguno entre el Partícipante y la Compañía y no forman parte de ningún contrato de Servicios celebrado entre el Partícipante y la Compañía, y cualquier modificación del Plan o su terminación no constituirá un cambio o deterioro de los términos y condiciones del contrato de Servicios del Partícipante.

Además, el Partícipante entiende que su participación en el Plan es resultado de una decisión unilateral y discrecional de la Compañía y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o discontinuar la participación del Partícipante en el Plan en cualquier momento, sin responsabilidad alguna para con el Partícipante.

Finalmente, el Partícipante en este acto manifiesta que no se reserva ninguna acción o derecho para interponer una demanda o reclamación en contra de la Compañía por cualquier compensación o daño o perjuicio en relación con cualquier disposición del Plan o los beneficios derivados del Plan y, en consecuencia, otorga un amplio y total finiquito a la Compañía, cualesquier Matriz o Subsidiarias, afiliadas, sucursales, oficinas de representación, accionistas, directores, funcionarios, agentes y representantes con respecto a cualquier demanda o reclamación que pudiera surgir.

NETHERLANDS

There are no country-specific provisions.

SINGAPORE

Notifications

Securities Law Information. The grant of this Option is being made in reliance of Section 273(1)(f) of the Securities and Futures Act (Cap. 289) (the “SFA”) under which it is exempt from the prospectus and registration requirements under the SFA. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. Participant should note that the grant of this Option is subject to Section 257 of the SFA and Participant will not be able to make (i) any subsequent sale of Shares in Singapore or (ii) any offer of such subsequent sale of Shares subject to this Option in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than Section 280) of the SFA.

Director Notification Obligation. If Participant is a director, associate director or shadow director of the Company’s Parent or Subsidiary in Singapore, he or she is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Company’s Parent or Subsidiary in Singapore in writing when Participant receives an interest (e.g., this Option or Shares) in the Company. In addition, Participant must notify the Company’s Parent or Subsidiary in Singapore when he or she sells Shares. These notifications must be made within two (2) days of acquiring or disposing of any interest in the Company. In addition, a notification of Participant’s interests in the Company must be made within two (2) days of becoming a director.

-App-8-

SWEDEN

There are no country-specific provisions.

UK

Terms and Conditions

Responsibility for Taxes. The following provision supplements Section 9(a) of the Agreement:

Participant agrees that if payment or withholding of income tax due is not made within ninety (90) days of the end of the U.K. tax year in which the taxable event occurred or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), then the amount of any uncollected income tax shall constitute a loan owed by Participant to the Employer, effective on the Due Date. Participant agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”) and will be immediately due and repayable by Participant, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 9(a) of the Agreement. Notwithstanding the foregoing, if Participant is an executive officer or director of the Company (within the meaning of Section 13(k) of the Exchange Act), Participant shall not be eligible for a loan from the Company to cover the income tax due. In the event that Participant is an executive officer or director and income tax is not collected from or paid by Participant by the Due Date, the amount of any uncollected income tax may constitute a benefit to Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Employer may recover from Participant by any of the means set forth in Section 9(a) of the Agreement.

Section 431 Election. As a condition of participation in the Plan and the exercise of this Option, Participant agrees that, jointly with the Employer, Participant shall enter into a joint election within Section 431 of the U.K. Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) in respect of computing any tax charge on the acquisition of “Restricted Securities” (as defined in Sections 423 and 424 of ITEPA 2003), and that Participant will not revoke such election at any time. This election will be to treat any Shares acquired pursuant to the exercise of this Option as if such Shares were not “Restricted Securities” (for U.K. tax purpose only). Participant must enter into the form of 431 election attached to this Appendix concurrent with the execution of the Option Agreement.

Joint Election. As a condition of Participant’s participation in the Plan, Participant agrees to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with this Option and any event giving rise to Tax-Related Items (the “Employer’s NICs”). Without limitation to the foregoing, Participant agrees to enter into a joint election with the Company and/or the Employer (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consents or elections required to accomplish the transfer of the Employer’s NICs to Participant. Participant further agrees to execute such other joint elections as may be required between Participant and any successor to the Company and/or the Employer. Participant further agrees that the Company and/or the Employer may collect the Employer’s NICs from him or her by any of the means set forth in Section 9(a) of the Agreement.

-App-9-

If Participant does not enter into a Joint Election, if approval of the Joint Election has been withdrawn by HMRC, if the Joint Election is revoked by the Company or the Employer (as applicable), or if the Joint Election is jointly revoked by Participant and the Company or the Employer, as applicable, the Company, in its sole discretion and without any liability to the Company or the Employer, may choose not to issue or deliver any Shares or proceeds from the sale of Shares to Participant upon exercise of this Option.

-App-10-

United Kingdom

Section 431 Joint Election Form

Joint Election under s431 ITEPA 2003

for full disapplication of Chapter 2 Income Tax (Earnings and Pensions) Act 2003

One Part Election

1. Between

the Employee

whose National Insurance Number is

and

the Company (who is the Employee’s employer)

of Company Registration Number

Purpose of Election

This joint election is made pursuant to section 431(1) Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) and applies where employment-related securities, which are restricted securities by reason of section 423 ITEPA, are acquired.

The effect of an election under section 431(1) is that, for the purposes of income tax and National Insurance contributions (“NICs”), the employment-related securities and their market value will be treated as if they were not restricted securities and that sections 425 to 430 ITEPA do not apply. Additional income tax will be payable as a result of this election (with PAYE withholding and NICs being applicable where the securities are Readily Convertible Assets).

Should the value of the securities fall following the acquisition, it is possible that income tax/NICs that would have arisen because of any future chargeable event (in the absence of an election) would have been less than the income tax/NICs due by reason of this election. Should this be the case, there is no income tax/NICs relief available under Part 7 of ITEPA 2003; nor is it available if the securities acquired are subsequently transferred, forfeited or revert to the original owner.

2. Application

This joint election is made not later than 14 days after the date of acquisition of the securities by the employee and applies to:

Number of securities
Description of securities	Common Stock
Name of issuer of securities	AppDynamics, Inc.

To be acquired by the Employee on or after the date of this Election under the terms of the AppDynamics, Inc. 2008 Stock Plan.

3. Extent of Application

This election disapplies S.431(1) ITEPA: All restrictions attaching to the securities.

4. Declaration

This election will become irrevocable upon the later of its signing or the acquisition (and each subsequent acquisition) of employment-related securities to which this election applies.

In signing this joint election, we agree to be bound by its terms as stated above.

	/    /
Signature (Employee)	Date
	/    /
Signature (for and on behalf of the Company)	Date
Position in company

Note: Where the election is in respect of multiple acquisitions, prior to the date of any subsequent acquisition of a security it may be revoked by agreement between the employee and employer in respect of that and any later acquisition.

EXHIBIT A

2008 STOCK PLAN

EXERCISE NOTICE FOR NON-U.S. PARTICIPANTS

AppDynamics, Inc.

303 Second Street, North Tower, 8th Floor

San Francisco, CA 94107

Attention: Director of Finance

1. Exercise of Option. Effective as of today,                     ,         , the undersigned (“Participant”) hereby elects to exercise Participant’s option (the “Option”) to purchase                  shares of the Common Stock (the “Shares”) of AppDynamics, Inc. (the “Company”) under and pursuant to the 2008 Stock Plan (the “Plan”) and the Stock Option Agreement for Non-U.S. Participants dated                      (the “Option Agreement”).

2. Delivery of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.

3. Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option 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 Common Stock subject to the Option, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. 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 11 of the Plan.

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 5 (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).

(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, but not less than all, 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. If the Company exercises or assigns its Right of First Refusal, the Participant agrees to act in good faith to provide and execute any information or documentation deemed reasonably necessary to complete the transfer within the time period set forth in subsection (d) below.

(c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 5 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 repurchase by an assignee, to the assignee), or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice; provided that in no event will the Right of First Refusal be deemed waived if payment of the Purchase Price is delayed due to the Participant’s failure to comply with the provisions of this Section.

(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 5, 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 one hundred and twenty (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 5 notwithstanding, the transfer of any or all of the Shares during Participant’s lifetime or on Participant’s death by will or intestacy to Participant’s immediate family or a trust for the benefit of Participant’s immediate family shall be exempt from the provisions of this Section 5. “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 5.

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

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.

-Ex. A-2-

7. Restrictive Legends and Stop-Transfer Orders.

(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, federal or foreign securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (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 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.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(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 Exercise Notice, 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 Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

10. Governing Law; Venue; Severability. This Exercise Notice is governed by the internal substantive laws but not the choice of law rules, of California. For purposes of any action, lawsuit or other proceedings brought to enforce this Exercise Notice, relating to it, or arising from it, the parties hereby submit

-Ex. A-3-

to and consent to the sole and exclusive jurisdiction of the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect.

11. Entire Agreement. The Plan and the Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement 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.

Submitted by:	Accepted by:
PARTICIPANT	APPDYNAMICS, INC.
Signature	By
Print Name	Print Name
	Title
Address:
	Address:
	303 Second Street, North Tower, 8th Floor San Francisco, CA 94107
	Date Received

-Ex. A-4-

EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT FOR NON-U.S. PARTICIPANTS

PARTICIPANT	:
COMPANY	:	APPDYNAMICS, INC.
SECURITY	:	COMMON STOCK
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 U.S. Securities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act, have not been registered under the Securities Act but are being issued 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 U.S. 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 shall be imprinted with any legend required under all applicable 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 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 Participant, the exercise shall 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 U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) 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 the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Exchange Act) 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 may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (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 shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the U.S. 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 shall 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 shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

-Ex. B-2-

APPDYNAMICS, INC.

2008 STOCK PLAN

Election To Transfer the Employer’s National Insurance Liability to the Employee

This Election is between:

A. The individual who has obtained authorized access to this Election (the “Employee”), who is employed by a company listed in the attached Schedule (the “Employer”) and who is eligible to receive stock options (“Awards”) pursuant to the AppDynamics, Inc. 2008 Stock Plan (the “Plan”), and

B. AppDynamics, Inc., with its registered office at 303 Second Street, North Tower, 8th Floor, San Francisco, CA 94107, USA (the “Company”), which may grant Awards under the Plan and is entering into this Election on behalf of the Employer.

1. Introduction

1.1 This Election relates to all Awards granted to the Employee under the Plan up to the termination date of the Plan.

1.2 In this Election the following words and phrases have the following meanings:

(a) “Chargeable Event” means, in relation to the Awards:

(i) the acquisition of securities pursuant to the Awards (within section 477(3)(a) of ITEPA);

(ii) the assignment (if applicable) or release of the Awards in return for consideration (within section 477(3)(b) of ITEPA);

(iii) the receipt of a benefit in connection with the Awards, other than a benefit within (i) or (ii) above (within section 477(3)(c) of ITEPA);

(iv) post-acquisition charges relating to the Awards, restricted stock and/or shares acquired pursuant to the Awards (within section 427 of ITEPA); and/or

(v) post-acquisition charges relating to the Awards, restricted stock and/or shares acquired pursuant to the Awards (within section 439 of ITEPA).

(b) “ITEPA” means the Income Tax (Earnings and Pensions) Act 2003.

(c) “SSCBA” means the Social Security Contributions and Benefits Act 1992.

1

1.3 This Election relates to the employer’s secondary Class 1 National Insurance Contributions (the “Employer’s Liability”) which may arise on the occurrence of a Chargeable Event in respect of the Awards pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the SSCBA.

1.4 This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.

1.5 This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA (employment income: securities with artificially depressed market value).

2. The Election

The Employee and the Company jointly elect that the entire liability of the Employer to pay the Employer’s Liability on the Chargeable Event is hereby transferred to the Employee. The Employee understands that, by signing or electronically accepting this Election, he or she will become personally liable for the Employer’s Liability covered by this Election. This Election is made in accordance with paragraph 3B(1) of Schedule 1 of the SSCBA.

3. Payment of the Employer’s Liability

3.1 The Employee hereby authorises the Company and/or the Employer to collect the Employer’s Liability from the Employee at any time after the Chargeable Event:

(i) by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Chargeable Event; and/or

(ii) directly from the Employee by payment in cash or cleared funds; and/or

(iii) by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive in respect of the Awards; and/or

(iv) by any other means specified in the applicable award agreement.

3.2 The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities related to the Awards to the Employee until full payment of the Employer’s Liability is received.

3.3 The Company agrees to procure the remittance by the Employer of the Employer’s Liability to HM Revenue & Customs on behalf of the Employee within 14 days after the end of the UK tax month during which the Chargeable Event occurs (or within 17 days after the end of the UK tax month during which the Chargeable Event occurs if payments are made electronically).

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4. Duration of Election

4.1 The Employee and the Company agree to be bound by the terms of this Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employer’s Liability becomes due.

4.2 Any reference to the Company and/or the Employer shall include that entity’s successors in title and assigns as permitted in accordance with the terms of the Plan and relevant award agreement. This Election will continue in effect in respect of any awards which replace the Awards in circumstances where section 483 of ITEPA applies.

4.3 This Election will continue in effect until the earliest of the following:

(i) the Employee and the Company agree in writing that it should cease to have effect;

(ii) on the date the Company serves written notice on the Employee terminating its effect;

(iii) on the date HM Revenue & Customs withdraws approval of this Election; or

(iv) after due payment of the Employer’s Liability in respect of the entirety of the Awards to which this Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.

4.4 This Election will continue in force regardless of whether the Employee ceases to be an employee of the Employer.

[Signature page follows]

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Acceptance by the Employee

The Employee acknowledges that, by signing this Election, the Employee agrees to be bound by the terms of this Election.

Name

Signature

Date

Acceptance by the Company

The Company acknowledges that, by signing this Election or arranging for the scanned signature of an authorised representative to appear on this Election, the Company agrees to be bound by the terms of this Election.

Signature for and on

behalf of the Company

Position

Date

Schedule of Employer Companies

The employer companies to which this Election relates are:

Name	AppDynamics UK Ltd.
Registered Office:	150 Aldersgate Street, London EC1A 4AB UK
Company Registration Number:
Corporation Tax Reference:
PAYE Reference:
Name	AppDynamics International Ltd.
Registered Office:	150 Aldersgate Street, London EC1A 4AB UK
Company Registration Number:
Corporation Tax Reference:
PAYE Reference:

ARBEJDSGIVERERKLÆRING   Såfremt § 3, stk. 1, i lov om brug af køberet eller tegningsret m.v. i ansættelsesforhold (“Aktieoptionsloven”) omfatter din aktieoptionstildeling, er du berettiget til i en særskilt skriftlig erklæring at modtage følgende oplysninger om AppDynamics, Inc.’s (“Selskabets”) aktieoptionsordning.   Denne erklæring indeholder kun de oplysninger, der er nævnt i Aktieoptionsloven, mens de øvrige vilkår og betingelser for din tildeling af aktieoptioner er nærmere beskrevet i 2008 Stock Plan (“Ordningen”) og i Stock Option Agreement for Non-U.S. Participants (på dansk “Aktieoptionsaftalen for deltagere uden for USA”) (“Aftalen”), som du har fået udleveret.   1. Tidspunkt for tildeling af retten til at købe aktier.   Tidspunktet for tildelingen af dine aktieoptioner er den dato, hvor Selskabets bestyrelses (“Administrator”) godkendte tildelingen til dig og besluttede, at tildelingen skulle træde i kraft.   2. 2. Kriterier og betingelser for tildeling af retten til senere at købe aktier   Tildelingen af aktieoptioner sker efter Administrators eget skøn. Ordningen samt aktieoptionerne tildelt under Ordningen har til formål at hjælpe Selskabet med at tiltrække samt fastholde det bedst mulige personale til stillinger, der indebærer betydeligt ansvar, for derved at give yderligere incitament til medarbejdere, bestyrelsesmedlemmer og konsulenter samt styrke Selskabets forretningsmæssige fremgang. Administrator kan frit vælge ikke at tildele dig aktieoptioner fremover. I henhold til bestemmelserne i Ordningen og Aftalen har du ikke nogen ret til eller noget krav på fremover at få tildelt optioner.   3. 3. Udnyttelsestidspunkt   Dine aktieoptioner modnes over en periode, forudsat at du fortsat er ansat i eller arbejder for Selskabet eller en Tilknyttet Virksomhed, medmindre din aktieoption kan udnyttes eller bortfalder på et tidligere tidspunkt af de i Ordningen anførte årsager og med forbehold for pkt. 5 i denne erklæring. Den modnede del af din option kan udnyttes på et hvilket som helst tidspunkt efter modning, før optionen bortfalder eller udløber. EMPLOYER STATEMENT   If Section 3(1) of the Act on Stock Options in employment relations (the “Stock Option Act”) applies to your Option, you are entitled to receive the following information regarding AppDynamics, Inc.’s (the “Company’s”) stock option program in a separate written statement.   This statement contains only the information mentioned in the Act while the other terms and conditions of your Option are described in detail in the 2008 Stock Plan (the “Plan”) and the Stock Option Agreement for Non-U.S. Participants (the “Agreement”), which have been given to you.   1. Grant of right to purchase shares of Stock   The grant date for your Option is the date that the Board of Directors (the “Administrator”) approved a grant for you and determined it would be effective.   2. 2. Terms or conditions for grant of rights to purchase of shares of Stock   The grant of options will be at the sole discretion of the Administrator. The Plan and the Option granted under the Plan are intended to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. The Administrator may decide, in its sole discretion, not to make any grants of options to you in the future. Under the terms of the Plan and the Agreement, you have no entitlement or claim to receive future option grants.   3. 3. Exercise   Your Option shall vest over a period time, provided you remain employed by or in the service of the Company or a Subsidiary, unless your Option has become exercisable or has terminated earlier for the reasons set forth in the Plan and subject to Section 5 of this statement. The vested portion of your Option is exercisable any time after vesting and before your Option is terminated or expires.

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  4. 4. Udnyttelseskurs   I udnyttelsesperioden kan din option udnyttes til køb af aktier i Selskabet til en kurs, der svarer til aktiernes markedskurs på tildelingstidspunktet som fastsat af Selskabet.   5. 5. Din retsstilling i forbindelse med ansættelsesforholdets ophør   Såfremt din aktieoptionstildeling er omfattet af bestemmelserne i Aktieoptionsloven, vil dine aktieoptioner i tilfælde af din fratræden blive behandlet i overensstemmelse med Aktieoptionslovens §§ 4 og 5, medmindre bestemmelserne i Aftalen er mere fordelagtige for dig end Aktieoptionslovens §§ 4 og 5. Såfremt vilkårene i Aftalen er mere fordelagtige for dig, vil det være disse vilkår, der er gældende for, hvordan din aktieoption behandles i forbindelse med din fratræden.   6. 6. Økonomiske aspekter ved at deltage i Ordningen   Din aktieoptionstildeling har ingen umiddelbare økonomiske konsekvenser for dig. Værdien af din option indgår ikke i beregningen af feriepenge, pensionsbidrag eller andre lovpligtige, vederlagsafhængige ydelser.   Aktier er finansielle instrumenter, og investering i aktier vil altid være forbundet med en finansiel risiko. Muligheden for at opnå en gevinst på udnyttelsestidspunktet afhænger ikke alene af Selskabets økonomiske udvikling, men også af, blandt andet, den generelle udvikling på aktiemarkedet. Derudover kan aktierne både før og efter udnyttelsestidspunktet falde til en værdi, der måske endda ligger under udnyttelseskursen.   APPDYNAMICS, INC. U.S.A.   4. 4. Exercise price   During the exercise period, your Option can be exercised to purchase stock in the Company at a price corresponding to the fair market value of the stock at the time of grant as determined by the Company.   5. 5. Your rights upon Termination of Employment   If the terms of the Stock Option Act are applicable to your Option grant, the treatment of your Option upon termination of employment will be determined under Sections 4 and 5 of the Stock Option Act unless the terms contained in the Agreement are more favorable to you than Sections 4 and 5 of the Stock Option Act. If the terms contained the Agreement are more favorable to you, then such terms will govern the treatment of your Option upon termination of employment.   6. 6. Financial aspects of participating in the Plan   The grant of your Option has no immediate financial consequences for you. The value of your Option is not taken into account when calculating holiday allowances, pension contributions or other statutory consideration calculated on the basis of salary.   Shares of stock are financial instruments and investing in stocks will always have financial risk. The possibility of profit at the time of exercise will not only be dependent on the Company’s financial development, but also on the general development on the stock market, inter alia. In addition, before or after you exercise your Option, the shares of stock could decrease in value even below the exercise price.   APPDYNAMICS, INC. U.S.A.

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APPDYNAMICS, INC.

2008 STOCK PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Unless otherwise defined herein, the terms defined in the AppDynamics, Inc. 2008 Stock Plan, as amended and restated (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

I. NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Name:

Address:

The undersigned individual (the “Participant”) has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Date of Grant

Vesting Commencement Date

Number of Restricted Stock Units

Expiration Date

Vesting Schedule:

[Vesting Schedule]

II. AGREEMENT

1. Grant of Restricted Stock Units. The Company hereby grants to the Participant named in the Notice of Grant of Restricted Stock Units in Part I of this Award Agreement under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and 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.

2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share after it vests on the date set forth in Section 6. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 4, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3. Participant’s Representations. In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Restricted Stock Unit Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

4. Vesting Schedule. The Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting schedule set forth in the Notice of Grant, subject to Participant continuing to be Service Provider through each applicable vesting date.

5. Lock-Up Period. Participant hereby agrees that Participant shall not 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 Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).

Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 5 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

6. Payment after Vesting. As soon as practicable following each Vesting Date (but in no event later than the 15^th day of the 3^rd month following the calendar year during which a Vesting Date occurs), the Company shall issue to the Participant the number of Shares equal to the aggregate number of Restricted Stock Units that have vested under the Vesting Schedule of this Award Agreement on such date and the Participant shall thereafter have all the rights of a stockholder of the Company with respect to such Shares.

7. Tax Consequences. Participant has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

8. Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

9. Tax Withholding. Regardless of any action that the Company takes with respect to any or all income tax, social insurance, payroll tax, payment on account, or other tax-related items related to the Participant’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, without limitation, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance, and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company or its Board of Directors, officers or employees related to Tax-Related Items arising from this Award or the Participant’s other compensation. Furthermore, if the Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) payment by the Participant to the Company; or

(ii) withholding from the Participant’s wages or other cash compensation paid to him or her by the Company; or

(iii) withholding from proceeds of the sale of Shares acquired upon vesting and settlement of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or

(iv) withholding in Shares to be issued upon vesting and settlement of the Restricted Stock Units.

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Finally, the Participant shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

10. Section 409A. This Award is intended to constitute a “short term deferral” for purposes of Section 409A of the Code to the greatest extent possible, and otherwise is intended to comply with Section 409A of the Code, and the Award will be administered and interpreted in accordance with that intent. To the extent that any provision of this Award Agreement is ambiguous as to its exemption from, or compliance with, Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder are either exempt from, or comply with, Section 409A of the Code. Solely for purposes of Section 409A of the Code, each issuance of Shares on a Vesting Date shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Participant or any other person if any provisions of this Award 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.

11. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant which shall be done as provided in Section 6. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

12. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT AWARD OR

ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

13. Grant is Not Transferable. Except to the limited extent provided in Section 8 and 14(f), this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

14. Company’s Right of First Refusal. Subject to Section 13 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 14 (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).

(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, but not less than all, 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 (“Right of First Refusal Price”) for the Shares purchased by the Company or its assignee(s) under this Section 14 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith.

(d) Payment. Payment of the Right of First Refusal 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 repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(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 14, 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 one hundred and twenty (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 14 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 14 notwithstanding, the transfer of any or all of the Shares during Participant’s lifetime or on Participant’s death by will or intestacy to Participant’s immediate family or a trust for the benefit of Participant’s immediate family shall be exempt from the provisions of this Section 14. “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 Award Agreement, including but not limited to this Section 14, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 14.

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

15. Restrictive Legends and Stop-Transfer Orders.

(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 AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF 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 IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT 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 IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(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 Award 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.

16. Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at AppDynamics, Inc., 302 2^nd Street, North Tower, 8^th Floor, San Francisco, CA 94107, or at such other address as the Company may hereafter designate in writing.

17. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

18. No Waiver. Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

19. 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, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

20. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

21. Interpretation. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations shall be made by the Administrator in good faith. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

22. Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

23. Governing Law; Severability. This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

24. Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits referenced herein) 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.

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 Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	APPDYNAMICS, INC.
Signature	By
Print Name	Title
Residence Address:

EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	APPDYNAMICS, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt 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 shall be imprinted with any 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 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 Restricted Stock Award to Participant, the exercise shall 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 the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) 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 Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (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 shall 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 shall 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 shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. 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.

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE APPDYNAMICS, INC.

(FORMERLY SINGULARITY TECHNOLOGIES, INC.)

2008 STOCK PLAN

Name of Grantee:                                                              

No. of Restricted Stock Units Granted:                                                              

Grant Date:                                                              

Vesting Commencement Date:                                                              

Expiration Date:                                                              

Pursuant to the AppDynamics, Inc. (formerly Singularity Technologies, Inc.) 2008 Stock Plan as amended through the date hereof (the “Plan”) and the terms and conditions set forth in this Award Agreement, AppDynamics, 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 (a “Share”) of Common Stock (the “Stock”) of the Company.

1. Restrictions on Transfer of Award. The Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and, subject to the restrictions contained in this Award Agreement and the Plan, Shares 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 Section 2 of this Award Agreement and (ii) Shares have been issued to the Grantee in accordance with the terms of the Plan and this Award Agreement.

2. Conditions and 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 Condition”) described in paragraphs (a) and (b) below, both of which must be satisfied prior to the Expiration Date specified above in order for the Restricted Stock Units to be settled in accordance with Section 4.

(a) Time Condition. Subject to the Performance Condition described in paragraph (b) below,[vest schedule]; provided that the Grantee continues to have a Service Relationship with the Company through each applicable vesting date.

(b) Performance Condition. Subject to the Time Condition described in paragraph (a) above, the Restricted Stock Units shall only satisfy the Performance Condition [performance conditions] For the avoidance of doubt, no Restricted Stock Units will vest hereunder until the Performance Condition occurs, at which time, any Restricted Stock Units that otherwise would be vested under paragraph (a) will immediately vest and any Restricted Stock Units not otherwise vested under paragraph (a) will vest in accordance with the schedule set forth in paragraph (a).

(c) Vesting Date. Each date as of which both the Time Condition and Performance Condition described in paragraphs (a) and (b) have been satisfied with respect to any Restricted Stock Units shall be referred to as a “Vesting Date.”

3. Termination of Employment. If the Grantee’s Service Relationship with the Company or its Subsidiaries terminates for any reason (including death or disability) either (a) prior to the Performance Condition being satisfied or (b) on or following the Performance Condition being satisfied and prior to the date all Restricted Stock Units vest, then, in either case, any Restricted Stock Units that have not vested in accordance with Section 2 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.

4. Receipt of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than March 15 of the year following the year in which such Vesting Date occurs), the Company shall issue to the Grantee the number of Shares equal to the aggregate number of Restricted Stock Units that have satisfied the Time Condition and Performance Condition pursuant to Section 2 of this Award Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such Shares. Notwithstanding anything herein to the contrary, any Restricted Stock Units that satisfy all or a portion of the Time Condition on or prior to the Performance Condition and vest on the date of the Performance Condition due to Section 2(b)(ii) will be settled to the Grantee in Shares in equal installments on the five consecutive trading days immediately following such event described in Section 2(b)(ii).

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Award 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 4 of the Plan. Capitalized terms in this Award Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Tax Withholding. The Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the Company (a) make no representations or undertakings regarding the treatment of any tax-related items related to their Award (“Tax-Related Items”) in connection with any aspect of the Restricted Stock Units, including, without limitation, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance, and the receipt of any dividends; and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for

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Tax-Related Items or achieve any particular tax result. The Grantee shall not make any claim against the Company or its Board of Directors, officers or employees related to Tax-Related Items arising from this Award or the Grantee’s other compensation. Furthermore, if the Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company or its agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) payment by the Grantee to the Company; or

(ii) withholding from the Grantee’s wages or other cash compensation paid to him or her by the Company; or

(iii) withholding from proceeds of the sale of Shares acquired upon vesting and settlement of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or

(iv) withholding in Shares to be issued upon vesting and settlement of the Restricted Stock Units.

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Grantee is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan.

Finally, the Grantee shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.

7. Section 409A. This Award is intended to exempt from Section 409A of the Code under the “short term deferral” rule to the greatest extent possible, and the Award will be administered and interpreted in accordance with that intent. To the extent that any provision of this Award Agreement is ambiguous as to its exemption from Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder are exempt from Section 409A of the Code. Solely for purposes of Section 409A of the Code, each issuance of Shares on a Vesting Date shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Grantee or any other person if any provisions of this Award 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.

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Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the termination of the Grantee’s Service Relationship (provided that such termination is a “separation from service” within the meaning of Section 409A of the Code, as determined by the Company), other than due to death, and if (x) the Grantee is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A of the Code if paid to the Grantee on or within the six (6) month period following the termination of the Grantee’s Service Relationship, then the payment of such accelerated RSUs will not be made until the date six (6) months and one (1) day following the date of the termination of the Grantee’s Service Relationship, unless the Grantee dies following the termination of his or her Service Relationship, in which case, the Restricted Stock Units will be paid in Shares to the Grantee’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A of the Code so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to so comply.

8. Transfer and Other Restrictions.

(a) Restrictions on Transfer.

(i) Restricted Stock Units. The Restricted Stock Units and any right to receive Shares upon settlement of this Award are non-transferable and may not be subject 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) by the Grantee prior to the settlement of the Restricted Stock Unit Award.

(ii) Issued Shares. No Shares issued upon settlement of this Award 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 (A) such transfer is in compliance with the terms of this Award Agreement, the Plan, all applicable securities laws (including, without limitation, the Securities Act), and with the terms and conditions of this Section 8, (B) such transfer does not cause the Company to become subject to the reporting requirements of the Exchange Act, and (C) the transferee consents in writing to be bound by the provisions of the Plan and any restrictions in this Award Agreement as may be required by the Administrator. In connection with any proposed transfer, the Administrator may require the transferor to provide at the transferor’s own expense an opinion of counsel to the transferor, satisfactory to the Administrator, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act). Any attempted disposition of Shares not in accordance with the terms and conditions of this Section 8 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 disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of Shares.

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(b) Right of First Refusal. In the event that the Grantee desires at any time to sell or otherwise transfer all or any part of the Shares acquired upon settlement of this Award, the Grantee first shall give written notice to the Company of the Grantee’s intention to make such transfer. Such notice shall state the number of Shares which the Grantee 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 such 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 Grantee within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights, 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 Grantee. 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 Grantee may, within 60 days thereafter, sell the Offered Shares to the proposed transferee at the same price and on the same terms as specified in the Grantee’s notice. If the Grantee is a party to any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to Shares, (i) the Grantee 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 other of the Company’s stockholders relating to the Offered Shares on the same terms and in the same capacity as the transferring Grantee.

(c) Lockup Provision. The Grantee agrees, if requested by the Company and any underwriter engaged by the Company, not to 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 any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith. If requested by the underwriter engaged by the Company, each Holder shall execute a separate letter reflecting the agreement set forth in this Section 8(c).

(d) 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 Shares, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of shares of the Company’s stock, the restrictions contained in this Section 8 shall apply with equal force to additional and/or substitute securities, if any, received by the Grantee in exchange for, or by virtue of his or her ownership of, Shares.

(e) 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 rights of first refusal and restrictions against transfers) contained in the AppDynamics, Inc. 2008 Stock Plan and any agreement 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).

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(f) Termination. The terms and provisions of Sections 8(a)(ii)(C) and 8(b) shall terminate upon the closing of the Company’s Initial Public Offering or upon consummation of any Change in Control, in either case as a result of which shares of the Company (or a successor entity) of the same class as the Shares are registered under Section 12 of the Exchange Act and publicly-traded on NASDAQ or any other national security exchange.

9. Miscellaneous Provisions.

(a) Notice. Any notice required by the terms of this Award 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 (or other overnight courier service approved by the Company), with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he or she most recently provided to the Company.

(b) Entire Agreement. This Award Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof and supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(c) Governing Law; Choice of Venue. The Award and the provisions of this Award Agreement are governed by and constructed 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 the State of California, without regard to conflict of law principles that would result in the application of any law other than the law of the State of California. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the Award or this Award Agreement and/or the Plan, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of the County of San Francisco, California, or the United States federal courts for the Northern District of California, and no other courts, where the grant of the Award is made and/or to be performed.

(d) Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless shall be binding and enforceable.

(e) Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan, on this Award and on any Shares acquired under the Plan, to the extent that the Company determines that it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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10. Acknowledgements of the Grantee.

(a) Nature of Award. In accepting this Award the Grantee acknowledges, understands, and agrees that:

(i) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended, or terminated by the Company at any time;

(ii) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Awards, even if such grants have been made repeatedly in the past;

(iii) all decisions with respect to future Awards, if any, will be at the sole discretion of the Company;

(iv) the Grantee’s participation in the Plan shall not create a right to perform future services for the Company and shall not interfere with the ability of the Company to terminate the Grantee’s Service Relationship at any time;

(v) the Grantee’s participation in the Plan is voluntary;

(vi) this Award and the Shares subject to this Award are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, and which is outside the scope of the Grantee’s employment or services agreement, if any;

(vii) this Award and the Shares subject to this Award are not intended to replace any pension rights or compensation;

(viii) this Award and the Shares subject to this Award are not part of normal or expected compensation or salary for any purposes, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services to the Company, or any Subsidiary or Affiliate;

(ix) this Award and the Grantee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company, or any Subsidiary or Affiliate;

(x) the future value of the Shares subject to this Award is unknown and cannot be predicted with certainty;

(xi) if the Grantee is issued Shares in settlement of this Award, the value of the Shares acquired may increase or decrease in value;

(xii) no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of this Award resulting from termination of the Grantee’s Service Relationship by the Company (for any reason whatsoever and regardless of whether in breach of applicable labor laws); and, in consideration of the grant of this

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Award, to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Company, waives his or her ability, if any, to bring any such claim, and releases the Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims;

(xiii) in the event of termination of the Grantee’s Service Relationship (regardless of whether in breach of applicable labor laws), the Grantee’s right to continue to satisfy the Time Condition, if any, will terminate effective as of the date of termination of the Grantee’s active Service Relationship and will not be extended by any notice period mandated under applicable law; the Administrator shall have the exclusive discretion to determine when the Grantee’s active Service Relationship is terminated for purposes of this Award;

(xiv) this Award and the benefits under the Plan, if any, will not transfer automatically to another company in the case of a Sale Event; and

(xv) the Grantee has received and read a copy of the Plan.

(b) No Advice Regarding Award. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or his or her acquisition or sale of the Shares subject to this Award. The Grantee is solely responsible for taking all appropriate legal advice, notably concerning U.S. and local country tax and social security regulations, when signing this Award Agreement, or selling the Shares acquired upon settlement of the Award, or more generally when making any decision in relation with this Award, this Award Agreement or otherwise under the Plan. The Company does not represent or guaranty that the Grantee may benefit from specific provisions under said regulations and the Grantee shall on his or her own efforts receive proper information in this respect. The Grantee is hereby advised to consult with his or her personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(c) Restrictions. The Restricted Stock Units and any Shares issuable upon settlement of the Restricted Stock Units shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 6 of the Plan.

(d) Tax Consequences. The Grantee 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 Grantee’s liability for Tax-Related Items. The Grantee shall not make any claim against the Company or its Board of Directors, officers or employees related to Tax-Related Items arising from this Award or the Grantee’s other compensation.

(e) Electronic Delivery of Documents. The Grantee agrees that the Company may decide, in its sole discretion, to deliver by email or other electronic means any documents relating to the Plan or this Award (including, without limitation, a copy of the Plan) and all other documents that the Company is required to deliver to its security holders (including,

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without limitation, disclosures that may be required by the U.S. Securities and Exchange Commission). The Grantee 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 Grantee by email.

(f) Investment Intent at Grant. The Grantee represents and agrees that the Shares to be acquired upon settlement of this Award will be acquired for investment, and not with a view to the sale or distribution thereof.

(g) Investment Intent at Settlement. 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 Grantee shall represent and agree at the time of settlement of this Award resulting in the transfer of Shares that the Shares being acquired 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.

11. Definitions.

(a) “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 Shares shall be publicly held.

(b) “Service Relationship” means any relationship as an Employee, Director or Consultant.

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By signing below, the Grantee agrees that this Award is granted under, and governed by the terms and conditions of, the Plan. Section 10 of this Award Agreement includes important acknowledgements of the Grantee, each of which are accepted and confirmed by the Grantee’s signature below. Grantee acknowledges and agrees that by clicking the “ACCEPT” button on the Schwab online grant agreement response page, it will act as Grantee’s electronic signature to this Award Agreement, which shall have the same binding effect as a written or hard copy signature and accordingly will constitute Grantee’s acceptance of and agreement with all of the terms and conditions of the Award, as set forth in the Award Agreement and the Plan.

Grantee’s Signature

Grantee’s Name

APPDYNAMICS, INC.

2008 STOCK PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Unless otherwise defined herein, the terms defined in the AppDynamics, Inc. 2008 Stock Plan, as amended and restated (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

I. NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Name:

Address:

The undersigned individual (the “Participant”) has been granted the right to receive an Award of Restricted Stock Units (the “Award”), subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Date of Grant

Vesting Commencement Date

Number of Restricted Stock Units

Expiration Date

Vesting Schedule:

[Vesting Schedule]

In addition to the provisions of the preceding sentence, no vesting shall occur until the earlier of the date of a Change in Control or the first date that Participant would be permitted to sell Company’s securities following an initial public offering of the Company’s stock.

All vesting is subject to the Participant’s continuous status as a Service Provider (as defined in the Plan) to the Company through each such date. Notwithstanding the foregoing (i) if the Participant ceases to be a Service Provider as a result of the Participant’s death or Disability (as defined in the Plan) or (ii) subject to the Participant’s execution and the effectiveness of a standard release of claims in favor of the Company (or its successor) in substantially the form attached to Participant’s employment offer letter with the Company, if the Participant’s employment is terminated by the Company without Cause or by Participant in a Constructive Termination (both as defined in his employment offer letter with the Company) in either event at any time prior to the occurrence of a vesting trigger set out in the preceding paragraph, the second vesting trigger shall be waived and Participant will be vested in the portion of the Restricted Stock Unit that he would have vested in under the first paragraph of this section.

II. AGREEMENT

1. Grant of Restricted Stock Units. The Company hereby grants to the Participant named in the Notice of Grant of Restricted Stock Units in Part I of this Award Agreement under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and 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.

2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share after it vests on the date set forth in Section 6. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 4, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3. Participant’s Representations. In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Restricted Stock Unit Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

4. Vesting Schedule. The Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting schedule set forth in the Notice of Grant, subject to Participant continuing to be Service Provider through each applicable vesting date.

5. Lock-Up Period. Participant hereby agrees that Participant shall not 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 Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).

Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public

offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 5 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

6. Payment after Vesting. As soon as practicable following each Vesting Date (but in no event later than the 15^th day of the 3^rd month following the calendar year during which a Vesting Date occurs), the Company shall issue to the Participant the number of Shares equal to the aggregate number of Restricted Stock Units that have vested under the Vesting Schedule of this Award Agreement on such date and the Participant shall thereafter have all the rights of a stockholder of the Company with respect to such Shares.

7. Tax Consequences. Participant has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

8. Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

9. Tax Withholding. Regardless of any action that the Company takes with respect to any or all income tax, social insurance, payroll tax, payment on account, or other tax-related items related to the Participant’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, without limitation, the grant, vesting, or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance, and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company or its Board of Directors, officers or employees related to Tax-Related Items arising from this Award or the Participant’s other compensation. Furthermore, if the Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) payment by the Participant to the Company; or

(ii) withholding from the Participant’s wages or other cash compensation paid to him or her by the Company; or

(iii) withholding from proceeds of the sale of Shares acquired upon vesting and settlement of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or

(iv) withholding in Shares to be issued upon vesting and settlement of the Restricted Stock Units.

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Finally, the Participant shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Notwithstanding any provision to the contrary in the Company’s Separation and Release Agreement applicable to the Participant (which appears as an attachment to his employment agreement), if Participant incurs an obligation for Tax-Related Items prior to the occurrence of a Change in Control or initial public offering, at Participant’s request the Company will withhold Shares that would otherwise be issued upon vesting and settlement of the Restricted Stock Units, in an amount necessary to satisfy such Tax-Related Items, but the Company shall not be required to withhold a number of Shares that that would result in liability accounting under the then-applicable accounting standards. Further, if the number of Shares the Company is required to withhold is insufficient to fully satisfy Participant’s tax obligations with respect to the receipt of such Shares then, at Participant’s discretion, the Company will use its best efforts to aid Participant in the sale of any excess Shares in connection with a private financing.

10. Section 409A. This Award is intended to constitute a “short term deferral” for purposes of Section 409A of the Code to the greatest extent possible, and otherwise is intended to comply with Section 409A of the Code, and the Award will be administered and interpreted in accordance with that intent. To the extent that any provision of this Award Agreement is ambiguous as to its exemption from, or compliance with, Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder are either exempt from, or comply with, Section 409A of the Code. Solely for purposes of Section 409A of the Code, each issuance of Shares on a Vesting Date shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Participant or any other person if any provisions of this Award 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.

11. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant which shall be done as provided in Section 6. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

12. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

13. Grant is Not Transferable. Except to the limited extent provided in Section 8 and 14(f), this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

14. Company’s Right of First Refusal. Subject to Section 13 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 14 (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).

(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, but not less than all, 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 (“Right of First Refusal Price”) for the Shares purchased by the Company or its assignee(s) under this Section 14 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith.

(d) Payment. Payment of the Right of First Refusal 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 repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(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 14, 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 one hundred and twenty (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 14 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 14 notwithstanding, the transfer of any or all of the Shares during Participant’s lifetime or on Participant’s death by will or intestacy to Participant’s immediate

family or a trust for the benefit of Participant’s immediate family shall be exempt from the provisions of this Section 14. “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 Award Agreement, including but not limited to this Section 14, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 14.

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

15. Restrictive Legends and Stop-Transfer Orders.

(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 AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF 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 IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT 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 IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(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 Award 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.

16. Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at AppDynamics, Inc., 302 2^nd Street, North Tower, 8^th Floor, San Francisco, CA 94107, or at such other address as the Company may hereafter designate in writing.

17. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

18. No Waiver. Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

19. 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, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

20. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates

that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

21. Interpretation. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations shall be made by the Administrator in good faith. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

22. Modifications to the Agreement. This Award Agreement and the terms of the offer letter between Participant and the Company dated [•] constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

23. Governing Law; Severability. This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

24. Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits referenced herein) and the terms of the offer letter between Participant and the Company dated [•] 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.

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 Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	APPDYNAMICS, INC.
Signature	By
Print Name	Title:
Residence Address:

EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	APPDYNAMICS, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt 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 shall be imprinted with any 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 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 Restricted Stock Award to Participant, the exercise shall 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 the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) 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 Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (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 shall 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 shall 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 shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

APPDYNAMICS, INC.

2008 STOCK PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Unless otherwise defined herein, the terms defined in the AppDynamics, Inc. 2008 Stock Plan, as amended and restated (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

I. NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Name:

Address:

The undersigned individual (the “Participant”) has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Date of Grant

Vesting Commencement Date

Number of Restricted Stock Units

Vesting Schedule:

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule:

[Vesting Schedule]

Except as provided in Section 4, in the event Participant ceases to be a full-time Employee for any or no reason before Participant vests in all of the Restricted Stock Units, the unvested Restricted Stock Units and Participant’s right to receive Shares related to such unvested Restricted Stock Units hereunder will immediately terminate.

II. AGREEMENT

1. Grant of Restricted Stock Units. The Company hereby grants to the Participant named in the Notice of Grant of Restricted Stock Units in Part I of this Award Agreement under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and 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.

2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share after it vests on the date set forth in Section 6. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 4, Participant will have no right to

payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3. Participant’s Representations. In the event the Shares have not been registered under the Securities Act at the time the Restricted Stock Units are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of all or any portion of this Restricted Stock Unit Award, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit A.

4. Vesting Schedule. Except as provided in Section 6, and subject to Section 7, the Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting schedule set forth in the Notice of Grant, subject to Participant continuing to be a full-time Employee through each applicable vesting date. Notwithstanding the foregoing, (a) in the event that the Participant’s status as a full-time Employee is terminated by the Company without Cause (as defined in the Restated Offer Letter) outside of a Change in Control, then the number of Restricted Stock Units that are vested as of the date of such termination shall be calculated as if the Participant had completed an additional six months of continuing status as a full-time Employee; or (b) in the event that the Participant’s status as a full-time Employee is terminated by the Company without Cause or the Participant terminates his status as a full-time Employee with the Company as the result of a Constructive Termination (as defined in the Restated Offer Letter), in either case, immediately prior to, at the time of, or any time after, a Change in Control, then 100% of the Restricted Stock Units awarded by this Award Agreement and outstanding at such time shall become vested as of the date of such termination.

5. Lock-Up Period. Participant hereby agrees that Participant shall not 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 Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).

Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the

Securities Act. The obligations described in this Section 5 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Restricted Stock Unit Award or Shares acquired pursuant to the Restricted Stock Unit Award shall be bound by this Section 5.

6. Deferred Delivery; Payment after Vesting. Subject to Section 10, any Restricted Stock Units that vest will be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. The payment of Shares for vested Restricted Stock Units shall be deferred until the earlier of (a) the date of a Change in Control and (b) June 30, 2017 (the “Payment Date”). Within 30 days following the Payment Date, all Restricted Stock Units that are vested as of such Payment Date shall be paid to the Participant. To the extent any Restricted Stock Units remain unvested as of the Payment Date, such unvested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year, or if later, the end of the Company’s tax year, in either case that includes the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement.

Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the RSUs is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated RSUs will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated RSUs will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless the Participant dies following his or her termination as a Service Provider, in which case, the RSUs will be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the RSUs provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

7. Forfeiture Upon Termination as a Full-Time Employee. Other than as provided in Section 4, if Participant ceases to be a full-time Employee for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder.

8. Tax Consequences. Participant has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

9. Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

10. Tax Withholding. Pursuant to such procedures as the Administrator may specify from time to time, the Company shall withhold the minimum amount required to be withheld for the payment of income, employment and other taxes which the Company determines must be withheld (the “Withholding Taxes”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Withholding Taxes, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Withholding Taxes, (c) withholding the amount of such Withholding Taxes from Participant’s paycheck(s), (d) delivering to the Company already vested and owned Shares having a Fair Market Value equal to such Withholding Taxes, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Withholding Taxes. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of such Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Withholding Taxes are not delivered at the time they are due.

11. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant which shall be done as provided in Section 6. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

12. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

13. Grant is Not Transferable. Except to the limited extent provided in Section 9 and 14(f), this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

14. Company’s Right of First Refusal. Subject to Section 13 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 14 (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).

(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, but not less than all, 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 (“Right of First Refusal Price”) for the Shares purchased by the Company or its assignee(s) under this Section 14 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith.

(d) Payment. Payment of the Right of First Refusal 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 repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(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 14, 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 one hundred and twenty (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 14 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 14 notwithstanding, the transfer of any or all of the Shares during Participant’s lifetime or on Participant’s death by will or intestacy to Participant’s immediate family or a trust for the benefit of Participant’s immediate family shall be exempt from the provisions of this Section 14. “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 Award Agreement, including but not limited to this Section 14, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 14.

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

15. Restrictive Legends and Stop-Transfer Orders.

(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 AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF 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 IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK UNIT AWARD AGREEMENT 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 IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(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 Award 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.

16. Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at AppDynamics, Inc., 302 2^nd Street, North Tower, 8^th Floor, San Francisco, CA 94107, or at such other address as the Company may hereafter designate in writing.

17. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

18. No Waiver. Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

19. 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, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

20. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

21. Interpretation. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations shall be made by the Administrator in good faith. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

22. Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

23. Governing Law; Severability. This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force and effect.

24. Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits referenced herein) 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.

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 Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below

PARTICIPANT:	APPDYNAMICS, INC.
Signature	By
Print Name	Title
Residence Address:

EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	APPDYNAMICS, INC.
SECURITY	:	COMMON STOCK
AMOUNT	:
DATE	:

In connection with the receipt 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 shall be imprinted with any 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 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 Restricted Stock Award to Participant, the exercise shall 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 the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) 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 Restricted Stock Award, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (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 shall 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 shall 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 shall be available in such event.

PARTICIPANT

Signature

Print Name

Date

THE AWARD GRANTED PURSUANT TO THIS AWARD AGREEMENT AND THE SHARES ISSUABLE UPON THE SETTLEMENT THEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. 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.

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR NON-U.S. GRANTEES

UNDER THE APPDYNAMICS, INC.

(FORMERLY SINGULARITY TECHNOLOGIES, INC.)

2008 STOCK PLAN

Name of Grantee:

No. of Restricted Stock Units Granted:

Grant Date:

Vesting Commencement Date:

Expiration Date:

Pursuant to the AppDynamics, Inc. (formerly Singularity Technologies, Inc.) 2008 Stock Plan as amended through the date hereof (the “Plan”) and the terms and conditions set forth in this Restricted Stock Unit Award Agreement for Non-U.S. Grantees, including any special terms and conditions for the Grantee’s country in the appendix attached hereto (the “Appendix”) (collectively, this “Award Agreement”), AppDynamics, 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 (a “Share”) of Common Stock (the “Stock”) of the Company.

1. Restrictions on Transfer of Award. The Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and, subject to the restrictions contained in this Award Agreement and the Plan, Shares 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 Section 2 of this Award Agreement and (ii) Shares have been issued to the Grantee in accordance with the terms of the Plan and this Award Agreement.

2. Conditions and 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 Condition”) described in paragraphs (a) and (b) below, both of which must be satisfied prior to the Expiration Date specified above in order for the Restricted Stock Units to be settled in accordance with Section 4.

(a) Time Condition. Subject to the Performance Condition described in paragraph (b) below, [vest schedule]; provided that the Grantee continues to have a Service Relationship with the Company, a Parent or a Subsidiary through each applicable vesting date.

(b) Performance Condition. Subject to the Time Condition described in paragraph (a) above, the Restricted Stock Units shall only satisfy the Performance Condition on the first to occur of (i) a Change in Control or (ii) the first date following the expiration of all lockup and blackout periods following the Company’s Initial Public Offering, in either case, prior to the Expiration Date, and subject to the Grantee continuing to have a Service Relationship through the satisfaction of the Performance Condition. For the avoidance of doubt, no Restricted Stock Units will vest hereunder until the Performance Condition occurs, at which time any Restricted Stock Units that otherwise would be vested under paragraph (a) will immediately vest and any Restricted Stock Units not otherwise vested under paragraph (a) will vest in accordance with the schedule set forth in paragraph (a).

(c) Vesting Date. Each date as of which both the Time Condition and Performance Condition described in paragraphs (a) and (b) have been satisfied with respect to any Restricted Stock Units shall be referred to as a “Vesting Date.”

3. Termination of Employment. If the Grantee’s Service Relationship terminates for any reason (including death or disability) either (a) prior to the Performance Condition being satisfied or (b) on or following the Performance Condition being satisfied and prior to the date all Restricted Stock Units vest, then, in either case, any Restricted Stock Units that have not vested in accordance with Section 2 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.

For purposes of this Award, the Grantee’s Service Relationship will be considered terminated as of the date the Grantee is no longer actively providing services to the Company, a Parent or any Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of Applicable Laws in the jurisdiction where the Grantee is employed or retained or the terms of the Grantee’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Grantee’s right to vest in the Award, if any, will terminate effective as of such date and will not be extended by any notice period (e.g., the Grantee’s period of Service Relationship would not include any contractual notice period or any period of “garden leave” or similar period mandated under the Applicable Laws in the jurisdiction where the Grantee is employed or retained or the terms of the Grantee’s employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when the Grantee’s Service Relationship is terminated for purposes of this Award (including whether the Grantee may still be considered to be providing services while on an approved leave of absence).

4. Receipt of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than March 15 of the year following the year in which such Vesting Date occurs), the Company shall issue to the Grantee the number of Shares equal to the aggregate number of Restricted Stock Units that have satisfied the Time Condition and Performance Condition pursuant to Section 2 of this Award Agreement on such date and the Grantee shall

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thereafter have all the rights of a stockholder of the Company with respect to such Shares. Notwithstanding anything herein to the contrary, any Restricted Stock Units that satisfy all or a portion of the Time Condition on or prior to the Performance Condition and vest on the date the Performance Condition is satisfied due to Section 2(b)(ii) will be settled to the Grantee in Shares in equal installments on the five consecutive trading days immediately following such event described in Section 2(b)(ii).

5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Award 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 4 of the Plan. Capitalized terms in this Award Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Tax Withholding. The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary with whom the Grantee has a Service Relationship (the “Service Recipient”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Grantee further acknowledges that the Company and/or the Service Recipient (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. The Grantee shall not make any claim against the Company, the Service Recipient or any other Parent or Subsidiary, or their respective board, officers or Employees related to Tax-Related Items arising from this Award. Furthermore, if the Grantee has become subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Service Recipient (or former service recipient , as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) withholding from the Grantee’s wages or other cash compensation paid to him or her by the Company and/or the Service Recipient; or

(ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or

(iii) withholding in Shares to be issued upon vesting and settlement of the Restricted Stock Units.

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To avoid negative accounting treatment, depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Grantee is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.

Finally, the Grantee shall pay to the Company and/or the Service Recipient any amount of Tax-Related Items that the Company and/or the Service Recipient may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.

7. Section 409A. This Award is intended to exempt from Section 409A of the Code under the “short term deferral” rule to the greatest extent possible, and this Award will be administered and interpreted in accordance with that intent. To the extent that any provision of this Award Agreement is ambiguous as to its exemption from Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder are exempt from Section 409A of the Code. Solely for purposes of Section 409A of the Code, each issuance of Shares on a Vesting Date shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Grantee or any other person if any provisions of this Award 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.

If the Grantee is a U.S. taxpayer, notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the termination of the Grantee’s Service Relationship (provided that such termination is a “separation from service” within the meaning of Section 409A of the Code, as determined by the Company), other than due to death, and if (x) the Grantee is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A of the Code if paid to the Grantee on or within the six (6) month period following the termination of the Grantee’s Service Relationship, then the payment of such accelerated RSUs will not be made until the date six (6) months and one (1) day following the date of the termination of the Grantee’s Service Relationship, unless the Grantee dies following the termination of his or her Service Relationship, in which case the Restricted Stock Units will be paid in Shares to the Grantee’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A of the Code so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to so comply.

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8. Transfer and Other Restrictions.

(a) Restrictions on Transfer.

(i) Restricted Stock Units. The Restricted Stock Units and any right to receive Shares upon settlement of this Award are non-transferable and may not be subject 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) by the Grantee prior to the settlement of the Restricted Stock Unit Award.

(ii) Issued Shares. No Shares issued upon settlement of this Award 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 (A) such transfer is in compliance with the terms of this Award Agreement, the Plan, all Applicable Laws (including, without limitation, the Securities Act), and with the terms and conditions of this Section 8, (B) such transfer does not cause the Company to become subject to the reporting requirements of the Exchange Act, and (C) the transferee consents in writing to be bound by the provisions of the Plan and any restrictions in this Award Agreement as may be required by the Administrator. In connection with any proposed transfer, the Administrator may require the transferor to provide at the transferor’s own expense an opinion of counsel to the transferor, satisfactory to the Administrator, that such transfer is in compliance with all Applicable Laws (including, without limitation, the Securities Act). Any attempted disposition of Shares not in accordance with the terms and conditions of this Section 8 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 disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of Shares.

(b) Right of First Refusal. In the event that the Grantee desires at any time to sell or otherwise transfer all or any part of the Shares acquired upon settlement of this Award, the Grantee first shall give written notice to the Company of the Grantee’s intention to make such transfer. Such notice shall state the number of Shares which the Grantee 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 such 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 Grantee within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights, 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 Grantee. 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 Grantee may, within 60 days thereafter, sell the Offered Shares to the proposed transferee at the same price and on the same terms as specified in the Grantee’s notice. If the Grantee is a party to any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to Shares, (i) the Grantee shall comply with the requirements of such stockholders agreements or other agreements relating to any proposed transfer of the

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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 other of the Company’s stockholders relating to the Offered Shares on the same terms and in the same capacity as the transferring Grantee.

(c) Lockup Provision. The Grantee agrees, if requested by the Company and any underwriter engaged by the Company, not to 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 any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith. If requested by the underwriter engaged by the Company, the Grantee shall execute a separate letter reflecting the agreement set forth in this Section 8(c).

(d) 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 Shares, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of shares of the Company’s stock, the restrictions contained in this Section 8 shall apply with equal force to additional and/or substitute securities, if any, received by the Grantee in exchange for, or by virtue of his or her ownership of, Shares.

(e) 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 rights of first refusal and restrictions against transfers) contained in the AppDynamics, Inc. 2008 Stock Plan and any agreement 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).

(f) Termination. The terms and provisions of Sections 8(a)(ii)(C) and 8(b) shall terminate upon the closing of the Company’s Initial Public Offering or upon consummation of any Change in Control, in either case as a result of which shares of the Company (or a successor entity) of the same class as the Shares are registered under Section 12 of the Exchange Act and publicly-traded on NASDAQ or any other national security exchange.

9. Miscellaneous Provisions.

(a) Notice. Any notice required by the terms of this Award Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service or a comparable foreign postal service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with Federal Express Corporation (or other overnight courier service approved by the Company), with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he or she most recently provided to the Company.

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(b) Compliance with Law. Notwithstanding any other provision of the Plan or this Award Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon settlement of the Restricted Stock Units prior to the completion of any registration or qualification of the Shares under Applicable Laws or under rulings or regulations of the U.S. Securities and Exchange Commission (the “SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Grantee understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Grantee agrees that the Company shall have unilateral authority to amend the Plan and this Award Agreement without the Grantee’s consent to the extent necessary to comply with Applicable Laws.

(c) Language. If the Grantee has received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

(d) Appendix. Notwithstanding any provisions in this Award Agreement, this Award shall be subject to any special terms and conditions set forth in any Appendix to this Award Agreement for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award Agreement.

(e) Waiver. The Grantee acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by the Grantee or any other grantees.

(f) Entire Agreement. This Award Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof and supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(g) Governing Law; Choice of Venue. The Award and the provisions of this Award Agreement are governed by and constructed 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 the State of California, without regard to conflict of law principles that would result in the application of any law other than the law of the State of California. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the Award or this Award Agreement and/or the Plan, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of the City and County of San Francisco, California, or the United States federal courts for the Northern District of California, and no other courts, where the grant of this Award is made and/or to be performed.

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(h) Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless shall be binding and enforceable.

(i) Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan, on this Award and on any Shares acquired under the Plan, to the extent that the Company determines that it is necessary or advisable for legal or administrative reasons, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

10. Acknowledgements of the Grantee.

(a) Nature of Award. In accepting this Award, the Grantee acknowledges, understands, and agrees that:

(i) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended, or terminated by the Company at any time, to the extent permitted by the Plan;

(ii) this Award is voluntary and occasional and does not create any contractual or other right to receive future Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;

(iii) all decisions with respect to future Restricted Stock Units or other Awards, if any, will be at the sole discretion of the Company;

(iv) this Award and the Grantee’s participation in the Plan shall not create a right to, or be interpreted as forming, a Service Relationship and shall not interfere with the ability of the Company, the Service Recipient or any other Subsidiary to terminate the Grantee’s Service Relationship (if any) at any time;

(v) the Grantee’s participation in the Plan is voluntary;

(vi) this Award and the Shares subject to this Award, and the income and value of same, are not intended to replace any pension rights or compensation;

(vii) this Award and the Shares subject to this Award, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(viii) the future value of the Shares subject to this Award is unknown and cannot be predicted with certainty;

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(ix) unless otherwise agreed with the Company, this Award and the Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, the service the Grantee may provide as a director of a Parent or Subsidiary;

(x) no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of this Award resulting from termination of the Grantee’s Service Relationship (for any reason whatsoever and regardless of whether later found to be invalid or in breach of Applicable Laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment or service agreement, if any), and, in consideration of this Award to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Service Recipient, any Parent and any other Subsidiaries, waives his or her ability, if any, to bring any such claim, and releases the Company, the Service Recipient, any Parent and all other Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims;

(xi) unless otherwise provided in the Plan or by the Company in its discretion, this Award and the benefits under the Plan evidenced by this Award Agreement do not create any entitlement to have this Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Stock; and

(xii) neither Company, the Service Recipient, any Parent nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Grantee pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.

(b) Data Privacy. The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this Award Agreement and any other grant materials by and among, as applicable, the Company, the Service Recipient, any Parent and any other Subsidiary for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.

The Grantee understands that the Company and the Service Recipient may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

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The Grantee understands that Data will be transferred to the stock plan service provider as may be designated by the Company from time to time, which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the Company, the designated broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee 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. Further, the Grantee understands that the Grantee is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke the Grantee’s consent, the Grantee’s Service Relationship and career with the Service Recipient will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee this Award or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative.

(c) No Advice Regarding Award. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or his or her acquisition or sale of the Shares subject to this Award. The Grantee is solely responsible for taking all appropriate legal advice, notably concerning U.S. and local country tax and social security regulations, when signing this Award Agreement, or selling the Shares acquired upon settlement of the Award, or more generally when making any decision in relation with this Award, this Award Agreement or otherwise under the Plan. The Company does not represent or guarantee that the Grantee may benefit from specific provisions under said regulations and the Grantee shall on his or her own efforts receive proper information in this respect. The Grantee is hereby advised to consult with his or her personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(d) Restrictions. The Restricted Stock Units and any Shares issuable upon settlement of the Restricted Stock Units shall be subject to certain transfer restrictions and other limitations including, without limitation, the provisions contained in Section 8 above.

(e) Tax Consequences. The Grantee 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 Grantee’s liability for Tax-Related Items. The Grantee shall not make any claim against the Company, the Service Recipient, any Parent or any other Subsidiary, or their respective board, officers or Employees, related to Tax-Related Items arising from this Award.

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(f) Electronic Delivery and Acceptance of Documents. The Grantee agrees that the Company may decide, in its sole discretion, to deliver by email or other electronic means any documents relating to the Plan or this Award (including, without limitation, a copy of the Plan) 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 SEC). The Grantee also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party designated by the Company. If the Company posts these documents on a website, it shall notify the Grantee by email. Further, the Grantee agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or by a third party designated by the Company.

(g) Insider Trading Restrictions/Market Abuse Laws. The Grantee acknowledges that the Grantee may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares under the Plan during such times as the Grantee is considered to have “inside information” regarding the Company (as defined by Applicable Laws in his or her country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and that the Grantee should speak to his or her personal advisor on this matter.

(h) Investment Intent at Grant. The Grantee represents and agrees that the Shares to be acquired upon settlement of this Award will be acquired for investment, and not with a view to the sale or distribution thereof.

(i) Investment Intent at Settlement. 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 Grantee shall represent and agree at the time of settlement of this Award resulting in the transfer of Shares that the Shares being acquired 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.

11. Definitions.

(a) “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 Shares shall be publicly held.

(b) “Service Relationship” means any relationship as an Employee, Director or Consultant.

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Executed by the Company’s duly authorized officer.

APPDYNAMICS, INC.
By:
	Name:
	Title:

By signing below, the Grantee agrees that this Award is granted under, and governed by the terms and conditions of, the Plan. Section 10 of this Award Agreement includes important acknowledgements of the Grantee, each of which are accepted and confirmed by the Grantee’s signature below.

Grantee’s Signature

Grantee’s Name

APPENDIX

TO

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR NON-U.S. GRANTEES

Capitalized terms, unless explicitly defined in this Appendix, shall have the meanings given to them in the Restricted Stock Unit Award Agreement for Non-U.S. Grantees or in the Plan.

Terms and Conditions

This Appendix includes special terms and conditions that govern this Award if the Grantee resides and/or works in one of the countries listed below. If the Grantee is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which the Grantee is currently residing and/or working, or if the Grantee transfers to another country after the grant of this Award, the Administrator shall, in its discretion, determine to what extent the special terms and conditions contained herein shall be applicable to the Grantee.

Notifications

This Appendix also includes information regarding securities, exchange control, tax and certain other issues of which the Grantee should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control, tax and other laws in effect in the respective countries as of April 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information contained herein as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time the Grantee vests in the Restricted Stock Units or at the time the Grantee sells any Shares acquired under the Plan. In addition, the information is general in nature and may not apply to the Grantee’s particular situation, and the Company is not in a position to assure the Grantee of any particular result. Therefore, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to the Grantee’s individual situation.

If the Grantee is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which the Grantee is currently residing and/or working, or if the Grantee transfers to another country after the grant of the Restricted Stock Units, the information contained herein may not be applicable to the Grantee in the same manner.

AUSTRALIA

Notifications

Securities Law Information. If the Grantee acquires Shares under the Plan and offers such Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Grantee is advised to obtain legal advice regarding the disclosure obligations prior to making any such offer.

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on behalf of the Grantee.

BELGIUM

Notifications

Foreign Asset/Account Reporting Information. Belgian residents are required to report any securities held (including Shares acquired under the Plan) or bank accounts opened outside of Belgium in their annual tax return. In a separate report, Belgian residents are also required to provide the National Bank of Belgium with the account details of any such foreign accounts. The Grantee should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

BRAZIL

Terms and Conditions

Compliance with Law. In accepting this Award, the Grantee agrees to comply with all applicable Brazilian laws and report and pay any and all applicable taxes associated with the vesting and settlement of the Restricted Stock Units, the sale of any Shares acquired under the Plan, and the receipt of any dividends.

Notifications

Exchange Control Information. Brazilian residents are required to submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Shares acquired under the Plan.

Tax on Financial Transaction (IOF). Cross-border financial transactions relating to the Restricted Stock Units may be subject to the IOF (tax on financial transactions). The Grantee should consult with his or her personal tax advisor for additional details.

CANADA

Terms and Conditions

Receipt of Shares of Stock. The following provision supplements Section 4 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

Notwithstanding anything to the contrary in the Award Agreement or the Plan, the Restricted Stock Units will be settled in Shares only, not cash.

Termination of Employment. The following provision replaces the second paragraph of Section 3 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

For purposes of this Award, the Grantee’s Service Relationship will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of Applicable Laws in the jurisdiction where the Grantee is employed or retained or the terms of the Grantee’s employment or service agreement, if any), as of the earlier of (a) the date on which the Grantee’s Service Relationship is terminated; (b) the date on which the Grantee receives a written notice of termination of the Service Relationship; or (c) the date on which the Grantee is no longer actively providing services to the Company, the Service Recipient or any other Parent or Subsidiary, regardless of any notice period or period of pay in lieu of notice required under Applicable Laws in the country where the Grantee resides (including, without limitation, statutory law, regulatory law, and/or common law); the Administrator shall have the exclusive discretion to determine when the Grantee’s Service Relationship is terminated for purposes of this Award (including whether the Grantee may still be considered to be providing services while on an approved leave of absence).

The following provisions will apply if the Grantee is a resident of Quebec:

Language Consent. The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir expressemente souhaité que la convention [Award Agreement], ainsi que de tous les documents, avis donnés et procédures judiciaries executés donnés ou intentés en vertu de, ou lié, directement ou indirectement, relativement à la présente convention, so ient rediges en langue anglaise.

Data Privacy. The following provision supplements Section 10(b) of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

The Grantee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Grantee further authorizes the Company, the Service Recipient and any other Parent or Subsidiary to disclose and discuss such information with their advisors. The Grantee further authorizes the Company, the Service Recipient and any other Parent or Subsidiary to record such information and to keep such information in the Grantee’s employment file.

Notifications

Securities Law Information. The sale or other disposal of Shares acquired under the Plan should take place through the designated broker outside of Canada through the facilities of a stock exchange on which the Stock is listed.

Foreign Asset/Account Reporting Information. If the total value of the Grantee’s foreign property (including cash held outside of Canada or Shares) exceeds C$100,000 at any time during the year, the Grantee must report all of his or her foreign property on Form T1135 (Foreign Income Verification Statement) by April 30 of the following year. Foreign property may also include the Grantee’s unvested Restricted Stock Units. The Grantee should consult with his or her personal tax advisor to determine his or her reporting obligations.

CHINA

Terms and Conditions

The following Terms and Conditions apply to the Grantee if the Grantee is subject to the exchange control restrictions and regulations in the People’s Republic of China (“China” or the “PRC”), including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion.

Conditions and Vesting of Restricted Stock Units. The following provision supplements Section 2 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

The Restricted Stock Units shall not vest unless and until the Company, the Service Recipient or any other Parent or Subsidiary in China receives all necessary approvals from the SAFE or its local counterpart under the Implementing Rules of the Measures for Administration of Foreign Exchange of Individuals to offer such Awards in China. Once SAFE approval has been received and provided the Grantee continues to be a Service Provider, the Grantee will receive vesting credit for that portion of the Restricted Stock Units that would have vested prior to obtaining SAFE approval, if applicable, and the remaining portion of the Restricted Stock Units will vest in accordance with the Award Agreement. If the Grantee ceases to be a Service Provider prior to the receipt of SAFE approval, any unvested Restricted Stock Units will be forfeited.

Sale of Shares. The following provision supplements Section 8(a)(ii) of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

Due to local regulatory requirements, upon the vesting of the Restricted Stock Units, the Grantee agrees that the Company has the discretion to sell any Shares issued pursuant to the Restricted Stock Units, either immediately upon vesting or at a later date. The Grantee further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on the Grantee’s behalf pursuant to this authorization) and the Grantee expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Grantee acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the Grantee the cash proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy any Tax-Related Items. The Grantee understands that the proceeds from the sale of Shares may need to be repatriated to China

pursuant to the below provision, and the Grantee agrees to comply with all requirements the Company may impose in order to facilitate compliance with exchange control requirements in China prior to receipt of the cash proceeds. The Grantee acknowledges that the Grantee is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Award Agreement.

Exchange Control Requirements. The Grantee understands and agrees that, pursuant to local exchange control requirements, the Grantee will be required to repatriate the cash proceeds from the sale of the Shares and the receipt of any dividends to China. The Grantee further understands that, under Applicable Laws, such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Service Recipient or another Parent or Subsidiary, and the Grantee hereby consents and agrees that any proceeds may be transferred to such special account prior to being delivered to the Grantee.

The Grantee also understands that the Company will deliver the proceeds to the Grantee as soon as possible, but there may be delays in distributing the funds to the Grantee due to exchange control requirements in China. Proceeds will be paid to the Grantee in U.S. dollars or in local currency. If proceeds are paid in U.S. dollars the Grantee will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account.

The Grantee further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Notifications

Exchange Control Information. Chinese residents may be required to report to SAFE all details of their foreign financial assets and liabilities (including Shares acquired under the Plan), as well as details of any economic transactions conducted with non-PRC residents.

DENMARK

Terms and Conditions

Danish Stock Option Act. By accepting this Award, the Grantee acknowledges that he or she has received the Employer Statement translated into Danish, which is being provided to comply with the Danish Stock Option Act.

Notifications

Tax Reporting Information. If the Grantee holds Shares acquired under the Plan in a brokerage account with a broker or bank outside Denmark, the Grantee is required to inform the Danish Tax Administration about the account. For this purpose, the Grantee must file a Form V (Erklaering V) with the Danish Tax Administration. The Form V must be signed by the Grantee and may be signed by the applicable broker or bank where the account is held. In the likely event that the broker or bank does not sign the Form V, the Grantee is solely responsible for providing certain details regarding the foreign brokerage account and the Shares in the account to the Danish Tax Administration as part of his or her income tax return. By signing the Form V, the Grantee authorizes the Danish Tax Administration to examine the account.

In addition, if the Grantee opens a deposit account or a brokerage account for the purpose of holding cash outside of Denmark, the bank or brokerage account, as applicable, will be treated as a deposit account because cash can be held in the account. Therefore, the Grantee must also file a Form K (Erklaering K) with the Danish Tax Administration. Both the Grantee and the applicable financial institution (the bank or broker, as applicable) must sign the Form K. By signing the Form K, the bank or broker, as applicable, undertakes an obligation, without further request each year, not later than on February 1 of the year following the calendar year to which the information relates, to forward certain information to the Danish Tax Administration concerning the content of the deposit account. The Danish Tax Administration may grant an exemption for the broker or bank’s requirement to sign Form K if the foreign broker or bank does not wish to or, pursuant to the laws of the relevant country, is not allowed to assume such obligation to report, the Grantee acknowledges that he or she is solely responsible for providing certain details regarding the foreign brokerage or bank account to the Danish Tax Administration as part of the Grantee’s annual income tax return. By signing Form K, the Grantee at the same time authorizes the Danish Tax Administration to examine the account.

Foreign Asset/Account Reporting Information. If the Grantee establishes an account holding Shares or cash outside of Denmark, the Grantee must report the account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a local bank. Please note that these obligations are separate from and in addition to the obligations described above. The Grantee should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

FRANCE

Terms and Conditions

Language. By accepting this Award, the Grantee confirms having read and understood the Award Agreement and the Plan, including all terms and conditions included therein, which were provided in the English language and the Grantee accepts the terms of those documents accordingly.

Langue utilisée. En acceptant l’Option d’Achat d’Actions, le Participant Bénéficiaire confirme avoir lu et compris la présente Annexe, le Contrat d’Attribution d’Options d’Achat d’Actions et le Plan, en ce compris tous les termes et conditions de ces documents, qui ont été fournis en langue anglaise, et le Participant Bénéficiaire accepte les dispositions de ces documents en connaissance de cause.

Notifications

Foreign Asset/Account Reporting Information. French residents are required to report all foreign accounts (whether open, current or closed) to the French tax authorities when filing their annual tax returns. The Grantee should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

GERMANY

Notifications

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If the Grantee makes or receives a cross-border payment in excess of €12,500 in connection with the vesting of the Restricted Stock Units, the sale of Shares acquired under the Plan or the receipt of dividends paid on such Shares, the report must be made by the fifth day of the month following the month in which the payment was received. The report must be filed electronically. The form of report can be accessed via the German Federal Bank’s website at www.bundesbank.de and is available in both German and English.

HONG KONG

Terms and Conditions

Receipt of Shares of Stock. The following provision supplements Section 4 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

Notwithstanding anything to the contrary in the Award Agreement or the Plan, the Restricted Stock Units will be settled in Shares only, not cash.

Sale of Shares. The following provision supplements Section 8(a)(ii) of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

To facilitate compliance with securities laws in Hong Kong, the Grantee agrees not to sell any Shares issued at vesting of the Restricted Stock Units within six months of the Grant Date.

Nature of Grant. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”). Notwithstanding the foregoing, if the Plan is deemed to constitute an occupational retirement scheme for the purposes of ORSO, this Award shall be void.

Notifications

Securities Law Information. Warning: The Restricted Stock Units and Shares issued at vesting do not constitute a public offering of securities under Hong Kong law and are available only to Employees. The Award Agreement, the Plan and other incidental award documentation have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor has the award documentation been reviewed by any regulatory authority in Hong Kong. The Restricted Stock Units are intended only for the personal use of each Service Provider and may not be distributed to any other person. If the Grantee is in any doubt about any of the contents of the Award Agreement or the Plan, the Grantee should obtain independent professional advice.

INDIA

Notifications

Exchange Control Information. The Grantee must repatriate any proceeds from the sale of Shares acquired under the Plan to India within 90 days of receipt and any proceeds from the receipt of any dividends within 180 days of receipt. The Grantee must obtain a foreign inward remittance certificate (“FIRC”) from the bank where the Grantee deposits the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Service Recipient requests proof of repatriation. It is the Grantee’s responsibility to comply with applicable exchange control laws in India.

Because exchange control restrictions in India change frequently, the Grantee should consult with his or her personal advisor before taking any action under the Plan.

Foreign Asset/Account Reporting Information. Indian residents are required to declare any foreign bank accounts and any foreign financial assets (including Shares acquired under the Plan) in their annual tax returns. The Grantee should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

INDONESIA

Notifications

Exchange Control Information. If the Grantee remits funds (e.g., proceeds from the sale of Shares) into Indonesia, the Indonesian bank through which the transaction is made will submit a report of the transaction to the Bank of Indonesia for statistical reporting purposes. For transactions of US$10,000 or more, a more detailed description of the transaction must be included in the report and the Grantee may be required to provide information about the transaction (e.g., the relationship between the Grantee and the transferor of the funds, the source of the funds, etc.) to the bank in order for the bank to complete the report.

ITALY

Terms and Conditions

Data Privacy. The following provisions supplement Section 10(b) of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

The Grantee understands that the Company, the Service Recipient, any Parent and other Subsidiaries may hold certain personal information about the Grantee, including the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships that the Grantee holds in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.

The Grantee also understands that providing the Company with Data is necessary for the performance of the Plan and that the Grantee’s refusal to provide Data would make it impossible for the Company to perform its contractual obligations and may affect the Grantee’s ability to participate in the Plan. The Controller of personal data processing is AppDynamics, Inc., with its principal operating offices at 303 Second Street, North Tower, 8th Floor, San Francisco, CA 94107.

The Grantee understands that Data will not be publicized, but it may be transferred to banks, other financial institutions or brokers involved in the management and administration of the Plan. The Grantee further understands that the Company, the Service Recipient and other Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Grantee’s participation in the Plan, and that the Company, the Service Recipient and/or other Subsidiaries may each further transfer Data to third parties assisting the Company in the implementation, administration and management of the Plan, including any requisite transfer to a broker or another third party with whom the Grantee may elect to deposit any Shares acquired under the Plan. Such recipients may receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that these recipients may be located in the European Economic Area, or elsewhere, such as the United States. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, the Grantee understands that the Company will delete Data as soon as it has accomplished all the necessary legal obligations connected with the management and administration of the Plan.

The Grantee understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to Applicable Laws, does not require the Grantee’s consent thereto as the processing is necessary to performance of contractual obligations related to implementation, administration and management of the Plan. The Grantee understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, the Grantee has the right to, including but not limited to, access, delete, update, ask for rectification of Data and cease, for legitimate reason, any processing of Data. Furthermore, the Grantee is aware that Data will not be used for direct marketing purposes. In addition, Data provided may be reviewed and questions or complaints can be addressed by contacting the Grantee’s local human resources department.

Plan Document Acknowledgment. By accepting this Award, the Grantee acknowledges that he or she has received a copy of the Plan and the Award Agreement and has reviewed the Plan and the Award Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Award Agreement.

The Grantee further acknowledges that he or she has read and specifically and expressly approves the following provisions of the Award Agreement: (i) Termination of Employment; (ii) Tax Withholding; (iii) Transfer Restrictions; (iv) Language; (v) Governing Law; Choice of Venue; (vi) Nature of Grant; (vii) the Terms and Conditions in this Appendix, as well as the Data Privacy provisions included herein.

Notifications

Foreign Asset / Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions. The Grantee should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

JAPAN

Notifications

Foreign Asset/Account Reporting Information. Japanese residents and foreign nationals with permanent residency in Japan who hold assets outside of Japan (including any Shares acquired under the Plan) with a value exceeding ¥50,000,000 (as of December 31 each year) are required to comply with annual tax reporting obligations with respect to such investments. The Grantee should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

KOREA

Notifications

Exchange Control Information. If the Grantee realizes US$500,000 or more from the sale of Shares or the receipt of dividends in a single transaction, Korean exchange control laws require the Grantee to repatriate the proceeds from such sale to Korea within 18 months of receipt.

Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts holding Shares) in countries that have not entered into an “intergovernmental agreement for automatic exchange of tax information” with Korea to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 1 billion (or an equivalent amount in foreign currency). The Grantee should consult his or her personal advisor to ensure compliance with applicable reporting obligations, including whether or not there is an applicable inter-governmental agreement between Korea and any other country where the Grantee may hold any Shares or cash acquired under the Plan.

MALAYSIA

Terms and Conditions

Data Privacy. The following provisions supplement Section 10(b) of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

The Grantee hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Award Agreement and any other Plan participation materials by and among, as applicable, the Company, the Service Recipient and any other Subsidiary or any third parties authorized by same in assisting in the implementation, administration and management of the Grantee’s participation in the Plan.   The Grantee may have previously provided the Company and the Service Recipient with, and the Company and the Service Recipient may hold, certain personal information about The Grantee, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, the fact and conditions of The Grantee’s participation in the Plan, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, cancelled, exercised, vested, unvested or outstanding in The Grantee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.   The Grantee also authorizes any transfer of Data, as may be required, to such stock plan service provider as may be selected by the Company from time to time, which is assisting the Company with the implementation, administration and management of the Plan and/or with whom any Shares acquired under the Plan are deposited. The Grantee acknowledges that these recipients may be Penerima Geran dengan ini secara eksplicit, secara sukarela dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang dinyatakan dalam PerjanjianPenganugerahan ini dan apa-apa bahan penyertaan Pelan oleh dan di antara, sebagaimana yang berkenaan, Syarikat, Penerima Perkhidmatan dan mana-mana Syarikat Induk atau Anak Syarikat lain atau mana-mana pihak ketiga yang diberi kuasa oleh yang sama untuk membantu dalam pelaksanaan, pentadbiran dan pengurusan penyertaanPenerima Geran dalam Pelan tersebut.   Sebelum ini, Penerima Geran mungkin telah membekalkan Syarikat dan Penerima Perkhidmatan dengan, dan Syarikat dan Penerima Perkhidmatan mungkin memegang, maklumat peribadi tertentu tentang Penerima Geran, termasuk, tetapi tidak terhad kepada, namanya, alamat rumah dan nombor telefon, tarikh lahir, nombor insurans sosial atau nombor pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa syer dalam saham atau jawatan pengarah yang dipegang dalam Syarikat, fakta dan syarat-syarat penyertaan Penerima Geran dalam Pelan, butir-butir semua Unit Saham Terbatas atau apa-apa hak lain untuk syer dalam saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun bagi faedahPenerima Geran (“Data”), untuk tujuan yang eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut.   Penerima Geran juga memberi kuasa untuk membuat apa-apa pemindahan Data, sebagaimana yang diperlukan, kepada pembekal perkhidmatan pelan saham sebagaimana yang dipilih oleh Syarikatdari semasa ke semasa, yang membantu Syarikat dalam pelaksanaan, pentadbiran dan pengurusan Pelan dan/atau dengan

located in the Grantee’s country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections to the Grantee’s country, which may not give the same level of protection to Data. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. The Grantee authorizes the Company, the stock plan service provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Grantee’s participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. 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 human resources representative, whose contact details are hr@appdynamics.com. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke the consent, his or her Service Relationship and career with the Service Recipient will not be adversely affected; the only adverse consequence of refusing or withdrawing the consent is that the Company would not be able to grant future Restricted Stock Units or other equity awards to the Grantee or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his or her consent may affect his or her ability to sesiapa yang mendepositkan Saham yang diperolehi melalui Pelan. Penerima Geran mengakui bahawa penerima-penerima ini mungkin berada di negara Penerima Geran atau di tempat lain, dan bahawa negara penerima (contohnya, Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza daripada negara Penerima Geran, yang mungkin tidak boleh memberi tahap perlindungan yang sama kepada Data. Penerima Geran faham bahawa dia boleh meminta senarai nama dan alamat mana-mana penerima Data dengan menghubungi wakil sumber manusia tempatannya. Penerima Geran memberi kuasa kepada Syarikat, pembekal perkhidmatan pelan saham dan mana-mana penerima lain yang mungkin membantu Syarikat (masa sekarang atau pada masa depan) untuk melaksanakan, mentadbir dan menguruskan penyertaan Penerima Geran dalam Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan Penerima Geran dalam Pelan tersebut. Penerima Geran faham bahawa Data akan dipegang hanya untuk tempoh yang diperlukan untuk melaksanakan, mentadbir dan menguruskan penyertaannya dalam Pelan tersebut. Penerima Geran faham bahawa dia boleh, pada bila-bila masa, melihat data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia, di mana butir-butir hubungannya adalah hr@appdynamics.com. Selanjutnya, Penerima Geran memahami bahawa dia memberikan persetujuan di sini secara sukarela. Jika Penerima Geran tidak bersetuju, atau jika Penerima Geran kemudian membatalkan persetujuannya, status sebagai Hubungan Perkhidmatan dan kerjayanya dengan Pnerima Perkhidmatan tidak akan terjejas; satunya akibat buruk jika dia tidak bersetuju atau menarik balik persetujuannya adalah bahawa Syarikat tidak akan dapat memberikanUnit Saham Terbatas pada masa depan atau anugerah ekuiti lain kepada Penerima Geran atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Penerima Geran faham bahawa keengganan atau penarikan balik persetujuannya boleh menjejaskan keupayaannya untuk mengambil bahagian dalam Pelan

participate in the Plan. For more information on the consequences of the refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact the human resources representative. tersebut. Untuk maklumat lanjut mengenai akibat keengganannya untuk memberikan keizinan atau penarikan balik keizinan, Penerima Geran fahami bahawa dia boleh menghubungi wakil sumber manusia.

Notifications

Director Notification Obligation. If the Grantee is a director of a Malaysian Subsidiary, the Grantee is subject to certain notification requirements under the Malaysian Parent or Companies Act. Among these requirements is an obligation to notify the Malaysian Parent or Subsidiary in writing when the Grantee receives or disposes of an interest (e.g., this Award or Shares) in the Company or any related company. This notification must be made within fourteen days of receiving or disposing of any interest in the Company or any related company.

MEXICO

Terms and Conditions

Acknowledgement of the Grantee. The following provision supplements Section 10 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

By accepting this Award, the Grantee acknowledges that he or she has received a copy of the Plan and the Award Agreement, which he or she has reviewed. The Grantee further acknowledges that he or she accepts all the provisions of the Plan and the Award Agreement. The Grantee also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 10(a) “Nature of Award,”, which clearly provide as follows:

(1) The Grantee’s participation in the Plan does not constitute an acquired right;

(2) The Plan and the Grantee’s participation in it are offered by the Company on a wholly discretionary basis;

(3) The Grantee’s participation in the Plan is voluntary; and

(4) The Company is not responsible for any decrease in the value of any Shares acquired upon settlement of the Restricted Stock Units.

By accepting this Award, the Grantee acknowledges that AppDynamics, Inc., with registered offices at 303 Second Street, North Tower, 8th Floor, San Francisco, CA 94107 USA, is solely responsible for the administration of the Plan. The Grantee further acknowledges that his or her participation in the Plan, the grant of this Award and any acquisition of Shares under the Plan do not constitute a service agreement and does not guarantee the Grantee the right to continue his or her Service Relationship with the Company or the Service Recipient, because the Grantee is participating in the Plan on a wholly commercial basis. Based on the foregoing, the Grantee expressly acknowledges that the Plan and the benefits that he or she may derive from participation in the Plan do not establish any rights between the Grantee and the Company, and do not form part of any employment or service agreement between the Grantee and the Company or the Service Recipient, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment or service agreement, if any.

The Grantee further understands that his or her participation in the Plan is the result of a unilateral and discretionary decision of the Company and, therefore, the Company reserves the absolute right to amend and/or discontinue the Grantee’s participation in the Plan at any time, without any liability to the Grantee.

Finally, the Grantee hereby declares that he or she does not reserve to him or herself any action or right to bring any claim against the Company, the Service Recipient or any other Subsidiary for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and that he or she therefore grants a full and broad release to the Company, the Service Recipient, any other Subsidiary, affiliate, branch, representation office, shareholder, officer, agent and legal representative, with respect to any claim that may arise.

TÉRMINOS Y CONDICIONES

Reconocimientos. Esta disposición suplementa la Sección 10 del Contrato sobre Unidades de Acciones Restringidas para Participantes fuera de Estados Unidos:

Al aceptar el Premio, el Receptorreconoce que ha recibido una copia del Plan y del Contrato de Concesión, incluyendo este Apéndice, mismo que ha sido revisado. El Receptor reconoce, además, que acepta todas las disposiciones del Plan y del Contrato de Concesión, incluyendo este Apéndice. El Receptor también reconoce que ha leído y específica y expresamente aprueba los términos y condiciones establecidos en la Sección 10a del Contrato titulada “Naturaleza de la concesión” , que claramente establece lo siguiente:

(1) La participación del Receptor en el Plan no constituye un derecho adquirido;

(2) El Plan y la participación del Recepetor en el Plan se ofrecen por la Compañía de manera totalmente discrecional;

(3) La participación del Receptor en el Plan es voluntaria; y

(4) La Compañía no es responsable por cualquier disminución en el valor de las Acciones adquiridas al ejercer las Unidades de Acciones Restringidas.

Al aceptar el Premio, el Receptor reconoce que AppDynamics, Inc., con domicilio registrado ubicado en 303 Second Street, North Tower, 8th Floor, San Francisco, CA 94107 USA, es la única responsable por la administración del Plan. Además, el Receptor reconoce que su participación en el Plan, el otorgamiento del Premio y cualquier adquisición de Acciones de conformidad con el Plan no constituyen un contrato de Servicios y no garantizan el derecho del Partícipante de continuar prestando sus Servicios a la Compañía, o al receptor del servicio, ya que el Receptor está participando en el Plan en sobre una base exclusivamente comercial. Con base en lo anterior, el Recepetor expresamente reconoce que el Plan y los beneficios que le deriven de la participación en el Plan no establecen derecho alguno entre el Receptor y la Compañía y no forman parte de la relación laboral o del contrato de Servicios celebrado entre el Receptor y la Compañía o el Receptor del Servicio, y cualquier modificación del Plan o su terminación no constituirá un cambio o deterioro de los términos y condiciones del contrato laboral o de Servicios del Receptor.

Además, el Receptor entiende que su participación en el Plan es resultado de una decisión unilateral y discrecional de la Compañía y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o discontinuar la participación del Receptor en el Plan en cualquier momento, sin responsabilidad alguna para con el Receptor.

Finalmente, el Receptor en este acto manifiesta que no se reserva ninguna acción o derecho para interponer una demanda o reclamación en contra de la Compañía o el receptor del Servicio o cualquier otra subsidiaria, por cualquier compensación o daño o perjuicio en relación con cualquier disposición del Plan o los beneficios derivados del Plan y, en consecuencia, otorga un amplio y total finiquito a la Compañía, el receptor del Servicio, cualesquier Subsidiarias, afiliadas, sucursales, oficinas de representación, accionistas, directores, funcionarios, agentes y representantes con respecto a cualquier demanda o reclamación que pudiera surgir.

NETHERLANDS

There are no country-specific provisions.

SINGAPORE

Notifications

Securities Law Information. This Award is being made in reliance of Section 273(1)(f) of the Securities and Futures Act (Cap. 289) (the “SFA”) under which it is exempt from the prospectus and registration requirements under the SFA. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Grantee should note that this Award is subject to Section 257 of the SFA and the Grantee will not be able to make (i) any subsequent sale of Shares in Singapore or (ii) any offer of such subsequent sale of Shares in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than Section 280) of the SFA.

Chief Executive Officer/Director Notification Obligation. If the Grantee is a chief executive officer, director, associate director or shadow director of a Singapore Parent or Subsidiary, he or she is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Parent or Subsidiary in writing when the Grantee receives an interest (e.g., this Award or Shares) in the Company. In addition, the Grantee must notify the Singapore Parent or Subsidiary when he or she sells Shares. These notifications must be made within two days of acquiring or disposing of any interest in the Company. In addition, a notification of the Grantee’s interests in the Company must be made within two days of becoming a chief executive officer or a director.

SPAIN

Terms and Conditions

Nature of Award and Termination of Employment. The following provisions supplement Sections 3 and 10(a) of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

By accepting this Award, the Grantee consents to participation in the Plan and acknowledges that the Grantee has received a copy of the Plan.

The Grantee understands and agrees that the Grantee will forfeit any Restricted Stock Units in the event of termination of the Grantee’s Service Relationship by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente,” individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Service Recipient and under Article 10.3 of the Royal Decree 1382/1985.

The Grantee understands that the Company has unilaterally, gratuitously and in its own discretion decided to grant Restricted Stock Units under the Plan to certain individuals who may be Service Providers throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company, the Service Recipient or any Parent or Subsidiary, other than as set forth in the Award Agreement. Consequently, the Grantee understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and any Shares acquired upon settlement of the Restricted Stock Units are not a part of any employment or service contract (either with the Company, the Service Recipient or any Parent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. Furthermore, the Grantee understands that he or she will not be entitled to continue vesting in the Restricted Stock Units once his or her Service Relationship ceases. In addition, the Grantee understands that the Restricted Stock Units would not be granted but for the assumptions and conditions referred to above; thus, the Grantee acknowledges and freely accepts that should any or all of the assumptions be mistaken, or should any of the conditions not be met for any reason, any grant of or right to the Restricted Stock Units shall be null and void.

Notifications

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of Restricted Stock Units under the Plan. Neither the Plan nor the Award Agreement (which includes this Appendix) have been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.

Exchange Control Information. The Grantee must declare the acquisition, ownership and disposition of Shares to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of Economy and Competitiveness on a Form D-6. Generally, the declaration must be made in January for Shares owned as of December 31 of the prior year and/or Shares acquired or disposed of during the prior year; however, if the value of Shares acquired or disposed of or the amount of the sale proceeds exceeds €1,502,530 (or if the Grantee holds 10% or more of the share capital of the Company), the declaration must be filed within one month of the acquisition or disposition, as applicable.

In addition, the Grantee may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including Shares acquired under the Plan), and any transactions with non-Spanish residents (including any payments of Shares made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.

Foreign Asset/Account Reporting Information. To the extent that the Grantee holds rights or assets (e.g., cash or Shares held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which the Grantee sells or disposes of such right or asset), the Grantee is required to report information on such rights and assets on his or her tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000. It is the Grantee’s responsibility to comply with these reporting obligations. The Grantee should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

SWEDEN

There are no country-specific provisions.

SWITZERLAND

Notifications

Securities Law Information. This Award and the issuance of any Shares under the Plan is not intended to be a public offering in Switzerland. Neither the Award Agreement nor any other materials relating to this Award constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, and neither this document nor any other materials relating to the Restricted Stock Units may be publicly distributed nor otherwise made publicly available in Switzerland.

TAIWAN

Notifications

Securities Law Information. The Restricted Stock Units and any Shares acquired under the Plan are available only for Service Providers. The offer is not a public offer of securities by a Taiwanese company. Therefore, it is not subject to registration in Taiwan.

Exchange Control Information. The Grantee may remit and acquire up to US$5,000,000 per year in foreign currency (including proceeds from the sale of Shares or the receipt of any dividends) without justification.

If the transaction amount is TWD500,000 or more in a single transaction, the Grantee must submit a Foreign Exchange Transaction Form. In addition, if the transaction amount is US$500,000 or more, the Grantee may be required to provide additional supporting documentation to the satisfaction of the bank involved in the transaction. The Grantee should consult with his or her personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

UAE (DUBAI)

Notifications

Securities Law Information. Restricted Stock Units are being offered only to Service Providers and are in the nature of providing equity incentives to Service Providers in the United Arab Emirates. The Plan and the Award Agreement are intended for distribution only to such Service Providers and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Award Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

UK

Terms and Conditions

Receipt of Shares of Stock. The following provision supplements Section 4 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

Notwithstanding anything to the contrary in the Award Agreement or the Plan, the Restricted Stock Units will be settled in Shares only, not cash. This provision is without prejudice to the application of Section 6.

Tax Withholding. The following provisions supplement Section 6 of the Restricted Stock Unit Award Agreement for Non-U.S. Grantees:

The Grantee agrees that if payment or withholding of income tax due is not made within ninety (90) days of the end of the U.K. tax year in which the taxable event occurred or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), then the amount of any uncollected income tax shall constitute a loan owed by the Grantee to the Service Recipient effective on the Due Date. The Grantee agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”) and will be immediately due and repayable by the Grantee, and the Company and/or the Service Recipient may recover it at any time thereafter by any of the means referred to in this Section 6. Notwithstanding the foregoing, if the Grantee is an executive officer or director of the

Company (within the meaning of Section 13(k) of the Exchange Act), the Grantee shall not be eligible for a loan from the Company to cover the income tax due. In the event that the Grantee is an executive officer or director and income tax is not collected from or paid by the Grantee by the Due Date, the amount of any uncollected income tax may constitute a benefit to the Grantee on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Grantee understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Service Recipient (as appropriate) for the value of employee NICs due on this additional benefit which the Company and/or the Service Recipient may recover from the Grantee by any of the means set forth in this Section 6.

Joint Election. As a condition of the Grantee’s participation in the Plan, the Grantee agrees to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Service Recipient in connection with this Award and any event giving rise to Tax-Related Items (the “Employer’s NICs”). Without limitation to the foregoing, the Grantee agrees to enter into a joint election with the Company and/or the Service Recipient (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consents or elections required to accomplish the transfer of the Employer’s NICs to the Grantee. The Grantee further agrees to execute such other joint elections as may be required between the Grantee and any successor to the Company and/or the Service Recipient. The Grantee further agrees that the Company and/or the Service Recipient may collect the Employer’s NICs from him or her by any of the means set forth in this Section 6.

If the Grantee does not enter into a Joint Election, if approval of the Joint Election has been withdrawn by HMRC, if the Joint Election is revoked by the Company or the Service Recipient (as applicable), or if the Joint Election is jointly revoked by the Grantee and the Company or the Service Recipient, as applicable, the Company, in its sole discretion and without any liability to the Company or the Service Recipient, may choose not to issue or deliver any Shares or proceeds from the sale of Shares to the Grantee upon vesting of the Restricted Stock Units.

APPDYNAMICS, INC.

2008 STOCK PLAN

Election To Transfer the Employer’s National Insurance Liability to the Employee

This Election is between:

A. [NAME OF EMPLOYEE] / [The individual who has obtained authorized access to this Election] (the “Employee”), who is employed by a company listed in the attached Schedule (the “Employer”) and who is eligible to receive stock options or restricted stock units (“Awards”) pursuant to the AppDynamics, Inc. 2008 Stock Plan (the “Plan”), and

B. AppDynamics, Inc., with its registered office at 303 Second Street, North Tower, 8th Floor, San Francisco, CA 94107, USA (the “Company”), which may grant Awards under the Plan and is entering into this Election on behalf of the Employer.

1. Introduction

1.1 This Election relates to all Awards granted to the Employee under the Plan up to the termination date of the Plan.

1.2 In this Election the following words and phrases have the following meanings:

(a) “Chargeable Event” means, in relation to the Awards:

(i) the acquisition of securities pursuant to the Awards (within section 477(3)(a) of ITEPA);

(ii) the assignment (if applicable) or release of the Awards in return for consideration (within section 477(3)(b) of ITEPA);

(iii) the receipt of a benefit in connection with the Awards, other than a benefit within (i) or (ii) above (within section 477(3)(c) of ITEPA);

(iv) post-acquisition charges relating to the Awards, restricted stock and/or shares acquired pursuant to the Awards (within section 427 of ITEPA); and/or

(v) post-acquisition charges relating to the Awards, restricted stock and/or shares acquired pursuant to the Awards (within section 439 of ITEPA).

(b) “ITEPA” means the Income Tax (Earnings and Pensions) Act 2003.

(c) “SSCBA” means the Social Security Contributions and Benefits Act 1992.

1.3 This Election relates to the employer’s secondary Class 1 National Insurance Contributions (the “Employer’s Liability”) which may arise on the occurrence of a Chargeable Event in respect of the Awards pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the SSCBA.

1.4 This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.

1.5 This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA (employment income: securities with artificially depressed market value).

2. The Election

The Employee and the Company jointly elect that the entire liability of the Employer to pay the Employer’s Liability on the Chargeable Event is hereby transferred to the Employee. The Employee understands that, by signing or electronically accepting this Election, he or she will become personally liable for the Employer’s Liability covered by this Election. This Election is made in accordance with paragraph 3B(1) of Schedule 1 of the SSCBA.

3. Payment of the Employer’s Liability

3.1 The Employee hereby authorises the Company and/or the Employer to collect the Employer’s Liability from the Employee at any time after the Chargeable Event:

(i) by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Chargeable Event; and/or

(ii) directly from the Employee by payment in cash or cleared funds; and/or

(iii) by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive in respect of the Awards; and/or

(iv) by any other means specified in the applicable award agreement.

3.2 The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities related to the Awards to the Employee until full payment of the Employer’s Liability is received.

3.3 The Company agrees to procure the remittance by the Employer of the Employer’s Liability to HM Revenue & Customs on behalf of the Employee within 14 days after the end of the UK tax month during which the Chargeable Event occurs (or within 17 days after the end of the UK tax month during which the Chargeable Event occurs if payments are made electronically).

4. Duration of Election

4.1 The Employee and the Company agree to be bound by the terms of this Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employer’s Liability becomes due.

4.2 Any reference to the Company and/or the Employer shall include that entity’s successors in title and assigns as permitted in accordance with the terms of the Plan and relevant award agreement. This Election will continue in effect in respect of any awards which replace the Awards in circumstances where section 483 of ITEPA applies.

4.3 This Election will continue in effect until the earliest of the following:

(i) the Employee and the Company agree in writing that it should cease to have effect;

(ii) on the date the Company serves written notice on the Employee terminating its effect;

(iii) on the date HM Revenue & Customs withdraws approval of this Election; or

(iv) after due payment of the Employer’s Liability in respect of the entirety of the Awards to which this Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.

4.4 This Election will continue in force regardless of whether the Employee ceases to be an employee of the Employer.

[Signature page follows]

Acceptance by the Employee

The Employee acknowledges that, by signing this Election, the Employee agrees to be bound by the terms of this Election.

Name

Signature

Date

Acceptance by the Company

The Company acknowledges that, by signing this Election or arranging for the scanned signature of an authorised representative to appear on this Election, the Company agrees to be bound by the terms of this Election.

Signature for and on behalf of the Company

Position

Date

Schedule of Employer Companies

The employer companies to which this Election relates are:

Name	AppDynamics UK Ltd.
Registered Office:	150 Aldersgate Street, London EC1A 4AB UK
Company Registration Number:
Corporation Tax Reference:
PAYE Reference:
Name	AppDynamics International Ltd.
Registered Office:	150 Aldersgate Street, London EC1A 4AB UK
Company Registration Number:
Corporation Tax Reference:
PAYE Reference:

EX-10.4

Exhibit 10.4

OFFICE LEASE

KILROY REALTY

303 SECOND STREET

KILROY REALTY 303, LLC,

a Delaware limited liability company

as Landlord,

and

APPDYNAMICS, INC.,

a Delaware corporation,

as Tenant.

TABLE OF CONTENTS

	Page
ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON AREAS		1
ARTICLE 2 LEASE TERM; OPTION TERM		2
ARTICLE 3 BASE RENT		6
ARTICLE 4 ADDITIONAL RENT		7
ARTICLE 5 USE OF PREMISES		17
ARTICLE 6 SERVICES AND UTILITIES		18
ARTICLE 7 REPAIRS		21
ARTICLE 8 ADDITIONS AND ALTERATIONS		22
ARTICLE 9 COVENANT AGAINST LIENS		24
ARTICLE 10 INSURANCE		25
ARTICLE 11 DAMAGE AND DESTRUCTION		30
ARTICLE 12 NONWAIVER		32
ARTICLE 13 CONDEMNATION		32
ARTICLE 14 ASSIGNMENT AND SUBLETTING		33
ARTICLE 15 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES		38
ARTICLE 16 HOLDING OVER		39
ARTICLE 17 ESTOPPEL CERTIFICATES		39
ARTICLE 18 SUBORDINATION		40
ARTICLE 19 DEFAULTS; REMEDIES		41
ARTICLE 20 COVENANT OF QUIET ENJOYMENT		44
ARTICLE 21 LETTER OF CREDIT		44
ARTICLE 22 SUBSTITUTION OF OTHER PREMISES		49
ARTICLE 23 SIGNS		50
ARTICLE 24 COMPLIANCE WITH LAW		51
ARTICLE 25 LATE CHARGES		52
ARTICLE 26 LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT		52
ARTICLE 27 ENTRY BY LANDLORD		53

(i)

TABLE OF CONTENTS

(Continued)

	Page
ARTICLE 28 TENANT PARKING		54
ARTICLE 29 MISCELLANEOUS PROVISIONS		54

(ii)

INDEX

	Page(s)
Abatement Event		20
Accountant		16
Additional Notice		20
Additional Rent		7
Alterations		22
Applicable Laws		51
Award		5
Bank Prime Loan		52
Base Building		23
Base Rent		6
Base Year		7
Brokers		59
Building		1
Building Common Areas,		2
Building Common Areas		1
Building Hours		18
Comparable Buildings		2
Contract Rate Schedule		3
Contract Rent		3
Cosmetic Alterations		22
Cost Pools		13
Damage Termination Date		31
Damage Termination Notice		31
Direct Expenses		7
Eligibility Period		20
Environmental Laws		62
Estimate		14
Estimate Statement		14
Estimated Excess		14
Excess		14
Exercise Notice		4
Expense Year		7
Force Majeure		57
Hazardous Material(s)		62
Holidays		18
HVAC		18
Initial Notice		20
Interest Rate		52
Landlord		1
Landlord Parties		25

(iii)

	Pages(s)
Landlord Repair Notice		30
Landlord Response Date		4
Landlord Response Notice		4
Landlord’s Option Rent Calculation		4
L-C		44
L-C Amount		44
Lease		1
Lease Commencement Date		2
Lease Expiration Date		2
Lease Term		2
Lease Year		2
Lines		61
Market Rate Schedule		3
Net Worth		38
Neutral Arbitrator		5
Operating Expenses		7
Option Rent		3
Option Term		3
Other Improvements		64
Outside Agreement Date		4
Permitted Transferee Assignee		38
Permitted Use		2
Premises		1
Project		1
Project Common Areas		1
Project Common Areas,		1
Proposition 13		12
Provider		64
Renovations		60
Rent		7
Review Period		16
Statement		14
Subject Space		33
Summary		1
Tax Expenses		11
TCCs		1
Tenant		1
Tenant’s Option Rent Calculation		4
Tenant’s Share		13
Third Party Contractor		28
Transfer		37
Transfer Notice		33
Transfer Premium		33, 35

(iv)

	Pages(s)
Transferee		33
Transfers		33
Utilities Costs		13
Work Letter		1

(v)

303 SECOND STREET

OFFICE LEASE

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY 303, LLC, a Delaware limited liability company (“Landlord”), and APPDYNAMICS, INC., a Delaware corporation (“Tenant”).

SUMMARY OF BASIC LEASE INFORMATION

TERMS OF LEASE		DESCRIPTION
1.	Date:	May 20, 2011.
2.	Premises:
	2.1    Building:	That certain two (2)-tower office building (the “Building”) consisting of one ten (10) story tower (the “North Tower”) and one nine (9) story tower (the “South Tower”), which Building is located at 303 Second Street, San Francisco, California 94107 and contains approximately 731,972 rentable square feet of space.
	2.2    Premises:	12,313 rentable square feet of space located on the fourth (4th) floor of the North Tower of the Building and commonly known as Suite 450 North, as further depicted on Exhibit A to the Office Lease.
	2.3    Project:	The Building is the principle component of an office project known as “303 Second Street,” as further set forth in Section 1.1.2 of this Lease.
3.	Lease Term (Article 2):
	3.1    Length of Term:	Four (4) years.
	3.2    Lease Commencement Date:	The later to occur of (i) the date upon which the Premises are “Ready for Occupancy,” as that term is set forth in Section 5.1 of the Work Letter Agreement attached as Exhibit B to the Lease, and (ii) July 1, 2011.

	3.3    Lease Expiration Date:	The last day of the calendar month in which the fourth (4th) anniversary of the Lease Commencement Date occurs; provided, however, to the extent the Lease Commencement Date occurs on the first day of a calendar month, then the Lease Expiration Date shall be the day immediately preceding the fourth (4th) anniversary of the Lease Commencement Date.
	3.4    Option Term(s)	One (1) five (5)-year option to renew, as more particularly set forth in Section 2.2 of this Lease.
4.	Base Rent (Article 3):

Period During Lease Term	Annual Base Rent			Monthly Installment of Base Rent			Annual Rental Rate per Rentable Square Foot
Lease Year 1	$	461,737.50	*	$	39,478.13	*	$	37.50	*
Lease Year 2	$	474,050.50		$	39,504.21		$	38.50
Lease Year 3	$	486,383.50		$	40,530.29		$	39.50
Lease Year 4	$	498,676.50		$	41,556.38		$	40.50

* Notwithstanding the foregoing Base Rent schedule or any contrary provision of the Lease, but subject to the terms of Section 3.2 of the Lease, (i) Tenant shall not be obligated to pay Base Rent with respect to the entire Premises during the first three (3) full calendar months of the Lease Term, and (ii) Tenant shall not be obligated to pay Base Rent on 2,313 rentable square feet of the Premises for the fourth (4^th) through twelfth (12^th) full calendar months of the Lease Term.

5.	Base Year (Article 4):	Calendar year 2011.
6.	Tenant’s Share (Article 4):	1.68%
7.	Permitted Use (Article 5):	Tenant shall use the Premises solely for general office use and uses incidental thereto (the “Permitted Use”); provided, however, that notwithstanding anything to the contrary set forth hereinabove, and as more particularly set forth in the Lease, Tenant shall be responsible for operating and maintaining the Premises pursuant to, and in no event may Tenant’s Permitted Use violate, (A) Landlord’s “Rules and Regulations,” as that term is set forth in Section 5.2 of this Lease, (B) all “Applicable Laws,”

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		as that term is set forth in Article 24 of this Lease, (C) all applicable zoning, building codes and the “CC&Rs,” as that term is set forth in Section 5.3 of this Lease, and (D) the character of the Project as a first-class office building Project.
8.	Letter of Credit (Article 21):	One Hundred Fifty Thousand and No/100 Dollars ($150,000.00).
9.	Parking Pass Ratio (Article 28):	One (1) unreserved parking pass for every 2,000 rentable square feet of the Premises.
10.	Address of Tenant (Section 29.18):	AppDynamics, Inc. 274 Brannan Street, Suite 602 San Francisco, California 94107 Attention: Jyoti Bansal (Prior to Lease Commencement Date)
	and	AppDynamics, Inc. 303 Second Street, Suite 450 North San Francisco, California 94107 Attention: Jyoti Bansal (After Lease Commencement Date)
11.	Address of Landlord (Section 29.18):	See Section 29.18 of the Lease.
12.	Broker(s) (Section 29.24):
	Representing Tenant: CB Richard Ellis 101 California Street, 44th Floor San Francisco, California 94111	Representing Landlord: Jones Lang LaSalle One Front Street, Suite 1200 San Francisco, California 94111
13.	Improvement Allowance:	None.

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ARTICLE 1

PREMISES, BUILDING, PROJECT, AND COMMON AREAS

1.1 Premises, Building, Project and Common Areas.

1.1.1 The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the “Premises”). The outline of the Premises is set forth in Exhibit A attached hereto and each floor or floors of the Premises has the number of rentable square feet as set forth in Section 2.2 of the Summary. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions (the “TCCs”) herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such TCCs by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the “Building,” as that term is defined in Section 1.1.2, below, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the “Common Areas,” as that term is defined in Section 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below. Except as specifically set forth in this Lease and in the Work Letter attached hereto as Exhibit B (the “Work Letter”), Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Building were at such time in good and sanitary order, condition and repair.

1.1.2 The Building and The Project. The Premises are a part of the building set forth in Section 2.1 of the Summary (the “Building”). The Building is the principle component of an office project known as “303 Second Street.” The term “Project,” as used in this Lease, shall mean (i) the Building and the Common Areas, and (ii) the land (which is improved with landscaping, parking facilities and other improvements) upon which the Building and the Common Areas are located.

1.1.3 Common Areas. Tenant shall have the non-exclusive right to use in common with other tenants in the Project, and subject to the rules and regulations referred to in Article 5 of this Lease, those portions of the Project which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants of the Project (such areas, together with such other portions of the Project designated by Landlord, in its discretion, including certain areas designated for the exclusive use of certain tenants, or to be shared by Landlord and certain tenants, are collectively referred to herein as the “Common Areas”). The Common Areas shall consist of the “Project Common Areas” and the “Building Common Areas.” The term “Project Common

Areas,” as used in this Lease, shall mean the portion of the Project designated as such by Landlord. The term “Building Common Areas,” as used in this Lease, shall mean the portions of the Common Areas located within the Building designated as such by Landlord. The Common Areas shall include, without limitation, common utilities and communications closets, conduits and chases, public or common lobbies, hallways, stairways, elevators and common walkways, and if the portion of the Premises on any floor includes less than the entire floor, the common toilets, corridors and elevator lobby of such floor, as well as the loading areas, pedestrian sidewalks, landscaped areas, trash enclosures and other common areas or facilities, if any, which are located in or on the Property. The manner in which the Common Areas are maintained and operated shall be at the reasonable discretion of Landlord (but shall at least be consistent with the manner in which the common areas of the “Comparable Buildings,” as that term is defined in Section 4 of Exhibit F attached hereto, are maintained and operated) and the use thereof shall be subject to such reasonable rules, regulations and restrictions as Landlord may make from time to time, provided that such rules, regulations and restrictions do not unreasonably interfere with the rights granted to Tenant under this Lease and the permitted use granted under Section 5.1, below. Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the Project and the Common Areas; provided that no such changes shall be permitted which materially reduce Tenant’s rights or access hereunder. Except when and where Tenant’s right of access is specifically excluded in this Lease, Tenant shall have the right of access to the Premises, the Building, and the Project parking facility twenty-four (24) hours per day, seven (7) days per week during the “Lease Term,” as that term is defined in Section 2.1, below.

1.2 Stipulation of Rentable Square Feet of Premises and Building. For purposes of this Lease, “rentable square feet” of the Premises shall be deemed as set forth in Section 2.2 of the Summary and the rentable square feet of the Building shall be deemed as set forth in Section 2.1 of the Summary.

ARTICLE 2

LEASE TERM; OPTION TERM

2.1 Initial Lease Term. The TCCs and provisions of this Lease shall be effective as of the date of this Lease. The term of this Lease (the “Lease Term”) shall be as set forth in Section 3.1 of the Summary, shall commence on the date set forth in Section 3.2 of the Summary (the “Lease Commencement Date”), and shall terminate on the date set forth in Section 3.3 of the Summary (the “Lease Expiration Date”) unless this Lease is sooner terminated as hereinafter provided. For purposes of this Lease, the term “Lease Year” shall mean each consecutive twelve (12) month period during the Lease Term; provided, however, that the first Lease Year shall commence on the Lease Commencement Date and end on the last day of the month in which the first anniversary of the Lease Commencement Date occurs and the second and each succeeding Lease Year shall commence on the first day of the next calendar month; and further provided that the last Lease Year shall end on the Lease Expiration Date. At any time during the Lease Term, Landlord may deliver to Tenant a notice in the form as set forth in Exhibit C, attached hereto, as a confirmation only of the information set forth therein, which Tenant shall execute and return to Landlord within five (5) days of receipt thereof.

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2.2 Option Term(s).

2.2.1 Option Right. Landlord hereby grants the Original Tenant and its “Permitted Transferees,” as that term is set forth in Section 14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises by a period of five (5) years (“Option Term”). Such option shall be exercisable only by Exercise Notice delivered by Tenant to Landlord as provided below, provided that, as of the date of delivery of such Exercise Notice and as of the end of the Lease Term, (i) Tenant is not then in default under this Lease (beyond any applicable notice and cure periods provided under this Lease), (ii) Tenant has not been in default under this Lease (beyond any applicable notice and cure periods provided under this Lease) more than once during the prior twelve (12) month period, and (iii) Tenant has not been in default under this Lease (beyond any applicable notice and cure periods provided under this Lease) more than three (3) times during the Lease Term. Upon the proper exercise of such option to extend, subject to the terms of this Section 2.2.1, above, the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall only be exercised by the Original Tenant or its Permitted Transferee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if Original Tenant and/or its Permitted Transferee is in occupancy of the entire then-existing Premises.

2.2.2 Option Rent. The Rent payable by Tenant during the Option Term (the “Option Rent”) shall be equal to the “Market Rent,” as that term is defined in, and determined pursuant to, Exhibit F attached hereto; provided, however, that the Market Rent for each Lease Year during the Option Term, shall be equal to the amount set forth on a “Market Rate Schedule,” as that term is defined below, and under no circumstances shall the Market Rent for any Lease Year occurring during the Option Term, as set forth on the Market Rate Schedule, be less than the corresponding “Contract Rent,” as that term is defined below, as such Contract Rent is set forth on the “Contract Rate Schedule,” as that term is defined below. The “Market Rate Schedule” shall be derived from the Market Rent for the Option Term as determined pursuant to Exhibit F, attached hereto, as follows: (i) the Market Rent for the first Lease Year of the Option Term shall be equal to the sum of (a) the Market Rent, as determined pursuant to Exhibit F, (b) the amount of Direct Expenses applicable to the Premises, as reasonably determined by Landlord, for the calendar year in which the Option Term commences, and (c) an amount equal to the monthly amortization reimbursement payment for the “Renewal Allowance” (as defined in Section 3 of Exhibit F to this Lease) to be paid by Landlord in connection with Tenant’s lease of the Premises for the Option Term, with such Renewal Allowance being amortized at a reasonable rate of return to Landlord based on the rates of return then being received by the landlords of the “Comparable Buildings” as that term is set forth in Section 4 of Exhibit F attached hereto, in connection with improvement allowances then be granted by such landlords, and (ii) the Market Rent for each subsequent Lease Year shall be equal to the prior Lease Year’s Market Rent plus an amount equal to $1.00 per rentable square foot of the Premises. The “Contract Rate Schedule” shall be derived from the Base Rent applicable to the Premises for the Lease Year immediately preceding the applicable Option Term, as

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follows: (x) the “Contract Rent” for the first Lease Year of the Option Term shall equal the sum of (A) the Base Rent in effect under the Lease for the Lease Year immediately preceding the commencement of the Option Term, and (B) an amount equal to the monthly amortization reimbursement payment for the “Renewal Allowance” (as defined in Section 3 of Exhibit F to this Lease) to be paid by Landlord in connection with Tenant’s lease of the Premises for the Option Term, with such Renewal Allowance being amortized at a reasonable rate of return to Landlord based on the rates of return then being received by the landlords of the Comparable Buildings in connection with improvement allowances then being granted by such landlords, and (y) the Contract Rent for each subsequent Lease Year shall be equal to the prior Lease Year’s Contract Rent plus an amount equal to $1.00 per rentable square foot of the Premises. The calculation of the Market Rent shall be derived from a review of, and comparison to, the “Net Equivalent Lease Rates” of the “Comparable Transactions,” as provided for in Exhibit F. Notwithstanding anything set forth in this Lease to the contrary, the base year for the Option Term with respect to the Premises shall be the calendar year in which the Option Term commences.

2.2.3 Exercise of Option. The option contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2. Tenant shall deliver notice (the “Exercise Notice”) to Landlord not more than fifteen (15) months nor less than twelve (12) months prior to the expiration of the initial Lease Term or initial Option Term, as applicable, stating that Tenant is irrevocably exercising its option. Concurrently with such Exercise Notice, Tenant shall deliver to Landlord Tenant’s calculation of the Market Rent (the “Tenant’s Option Rent Calculation”). Landlord shall deliver notice (the “Landlord Response Notice”) to Tenant on or before the date which is eleven (11) months prior to the expiration of the initial Lease Term or initial Option Term, as applicable (the “Landlord Response Date”), stating that (A) Landlord is accepting Tenant’s Option Rent Calculation as the Market Rent, or (B) rejecting Tenant’s Option Rent Calculation and setting forth Landlord’s calculation of the Market Rent (the “Landlord’s Option Rent Calculation”). Within ten (10) business days of its receipt of the Landlord Response Notice, Tenant may, at its option, accept the Market Rent contained in the Landlord’s Option Rent Calculation. If Tenant does not affirmatively accept or Tenant rejects the Market Rent specified in the Landlord’s Option Rent Calculation, the parties shall follow the procedure set forth in Section 2.2.4 below, and the Market Rent shall be determined in accordance with the terms of Section 2.2.4 below.

2.2.4 Determination of Market Rent. In the event Tenant objects or is deemed to have objected to the Market Rent, Landlord and Tenant shall attempt to agree upon the Market Rent using reasonable good-faith efforts. If Landlord and Tenant fail to reach agreement within sixty (60) days following Tenant’s objection or deemed objection to the Landlord’s Option Rent Calculation (the “Outside Agreement Date”), then, within two (2) business days following such Outside Agreement Date, (x) Landlord may reestablish the Landlord’s Option Rent Calculation by delivering written notice thereof to Tenant, and (y) Tenant may reestablish the Tenant’s Option Rent Calculation by delivering written notice thereof to Tenant. If Landlord and Tenant thereafter fail to reach agreement within seven (7) business days of the Outside Agreement Date, then in connection with the Option Rent, Landlord’s Option Rent Calculation and Tenant’s Option Rent Calculation, each as most recently delivered to the other party pursuant to the TCCs of this Section 2.2, shall be

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submitted to the “Neutral Arbitrator,” as that term is defined in Section 2.2.4.1 of this Lease, pursuant to the TCCs of this Section 2.2.4. The submittals shall be made concurrently with the selection of the Neutral Arbitrator pursuant to this Section 2.2.4 and shall be submitted to arbitration in accordance with Section 2.2.4.1 through 2.2.4.4 of this Lease, but subject to the conditions, when appropriate, of Section 2.2.3.

2.2.4.1 Landlord and Tenant shall mutually and reasonably appoint one (1) arbitrator who shall by profession be a real estate broker, appraiser or attorney who shall have been active over the five (5) year period ending on the date of such appointment in the leasing (or appraisal, as the case may be) of first-class, institutionally-owned, high-rise commercial properties in the Comparable Area (the “Neutral Arbitrator”). The determination of the Neutral Arbitrator shall be limited solely to the issue of whether Landlord’s Option Rent Calculation or Tenant’s Option Rent Calculation, each as submitted to the Neutral Arbitrator pursuant to Section 2.2.4, above, is the closest to the actual Market Rent as determined by such Neutral Arbitrator, taking into account the requirements of Section 2.2.2 of this Lease. Such Neutral Arbitrator shall be appointed within fifteen (15) days after the applicable Outside Agreement Date. Neither the Landlord or Tenant or either party’s arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior to, or subsequent to, his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and Tenant’s counsel.

2.2.4.2 The Neutral Arbitrator shall, within thirty (30) days of his/her appointment, reach a decision as to Market Rent and determine whether the Landlord’s Option Rent Calculation or Tenant’s Option Rent Calculation, each as submitted to the Neutral Arbitrator pursuant to Section 2.2.4, above, is closest to Market Rent as determined by such Neutral Arbitrator and simultaneously publish a ruling (“Award”) indicating whether Landlord’s Option Rent Calculation or Tenant’s Option Rent Calculation is closest to the Market Rent as determined by such Neutral Arbitrator. Following notification of the Award, the Landlord’s Option Rent Calculation or Tenant’s Option Rent Calculation, whichever is selected by the Neutral Arbitrator as being closest to Market Rent, shall become the then applicable Option Rent.

2.2.4.3 The Award issued by such Neutral Arbitrator shall be binding upon Landlord and Tenant.

2.2.4.4 If Landlord and Tenant fail to appoint the Neutral Arbitrator within fifteen (15) days after the applicable Outside Agreement Date, either party may petition the presiding judge of the Superior Court of San Francisco County to appoint such Neutral Arbitrator subject to the criteria in Section 2.2.4.1 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such Neutral Arbitrator.

The cost of arbitration shall be paid by Landlord and Tenant equally.

2.3 Beneficial Occupancy. Tenant shall have the right to occupy the Premises for the conduct of Tenant’s business prior to the Lease Commencement Date, provided that (i) Tenant shall give Landlord at least five (5) days’ prior notice of any such occupancy of the Premises, (ii) a certificate of occupancy, temporary certificate of occupancy, or its legal equivalent shall have been

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issued by the appropriate governmental authorities for the Premises, and (iii) all of the terms and conditions of the Lease, as amended, shall apply, other than Tenant’s obligation to pay Base Rent and Tenant’s Share of Direct Expenses attributable to the Premises, as though the Lease Commencement Date had occurred (although the Lease Commencement Date shall not actually occur until the occurrence of the same pursuant to the terms of Section 2.1, above) upon such occupancy of the Premises by Tenant.

ARTICLE 3

BASE RENT

3.1 Base Rent. Tenant shall pay, without prior notice or demand, to Landlord or Landlord’s agent at the management office of the Project, or, at Landlord’s option, at such other place as Landlord may from time to time designate in writing, by a check for currency which, at the time of payment, is legal tender for private or public debts in the United States of America, base rent (“Base Rent”) as set forth in Section 4 of the Summary, payable in equal monthly installments as set forth in Section 4 of the Summary in advance on or before the first day of each and every calendar month during the Lease Term, without any setoff or deduction whatsoever, except as otherwise expressly provided in this Lease. The Base Rent for the first full month of the Lease Term which occurs after the expiration of any free rent period shall be paid at the time of Tenant’s execution of this Lease. If any Rent payment date (including the Lease Commencement Date) falls on a day of the month other than the first day of such month or if any payment of Rent is for a period which is shorter than one month, the Rent for any such fractional month shall accrue on a daily basis during such fractional month and shall total an amount equal to the product of (i) a fraction, the numerator of which is the number of days in such fractional month and the denominator of which is the actual number of days occurring in such calendar month, and (ii) the then-applicable Monthly Installment of Base Rent. All other payments or adjustments required to be made under the TCCs of this Lease that require proration on a time basis shall be prorated on the same basis.

3.2 Abated Base Rent. Provided that Tenant is not then in default of this Lease, then (i) during the first three (3) full calendar months of the Lease Term (the “First Rent Abatement Period”), Tenant shall not be obligated to pay any Base Rent otherwise attributable to the Premises during such First Rent Abatement Period (the “First Rent Abatement”), and (ii) during the fourth (4^th) through twelfth (12^th) full calendar months of the Lease Term (the “Second Rent Abatement Period”), Tenant shall not be obligated to pay any Base Rent otherwise attributable to a portion of the Premises consisting of 2,313 rentable square feet during such Second Rent Abatement Period (the “Second Rent Abatement,” and together with the First Rent Abatement, collectively, the “Rent Abatement”). Landlord and Tenant acknowledge that the aggregate amount of the Rent Abatement equals $176,259.39 (i.e., which consists of the sum of $118,434.49 on account of the First Rent Abatement and $57,825.00 on account of the Second Rent Abatement). In the event of a default by Tenant under the terms of this Lease that results in early termination pursuant to the provisions of Article 19, below, then as a part of Landlord’s exercise of its remedies as set forth in Section 19.2, below, Landlord shall be entitled to make a claim to recover the monthly Base Rent that was abated under the provisions of this Section 3.2.

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ARTICLE 4

ADDITIONAL RENT

4.1 General Terms. In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay “Tenant’s Share” of the annual “Direct Expenses,” as those terms are defined in Sections 4.2.6 and 4.2.2, respectively, of this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the TCCs of this Lease, are hereinafter collectively referred to as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term.

4.2 Definitions of Key Terms Relating to Additional Rent. As used in this Article 4, the following terms shall have the meanings hereinafter set forth:

4.2.1 “Base Year” shall mean the period set forth in Section 5 of the Summary.

4.2.2 “Direct Expenses” shall mean “Operating Expenses,” “Tax Expenses” and “Utilities Costs.”

4.2.3 “Expense Year” shall mean each calendar year in which any portion of the Lease Term falls, through and including the calendar year in which the Lease Term expires, provided that Landlord, upon notice to Tenant, may change the Expense Year from time to time to any other twelve (12) consecutive month period, and, in the event of any such change, Tenant’s Share of Direct Expenses shall be equitably adjusted for any Expense Year involved in any such change.

4.2.4 “Operating Expenses” shall mean all expenses, costs and amounts of every kind and nature which Landlord pays or accrues during any Expense Year because of or in connection with the ownership, management, maintenance, security, repair, replacement, restoration or operation of the Project, or any portion thereof, in accordance with sound real estate management and accounting practices, consistently applied. Without limiting the generality of the foregoing, Operating Expenses shall specifically include any and all of the following: (i) the cost of operating, repairing, maintaining, replacing, and renovating the utility, telephone, mechanical, sanitary, storm drainage, and elevator systems, and the cost of maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections and the cost, reasonably incurred, of contesting any governmental enactments which may affect Operating Expenses, and the costs incurred in connection with a governmentally mandated transportation system management program or similar program; (iii) the cost of all insurance carried by Landlord in connection with the Project; (iv) the cost of landscaping, relamping, and all supplies, tools, equipment and materials used in the operation, repair and maintenance of the Project, or any portion thereof; (v) costs incurred in connection with the parking areas servicing the Project; (vi) fees and other costs, including

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management fees subject to the terms of sub-item (o) below, consulting fees, legal fees and accounting fees, of all contractors and consultants in connection with the management, operation, maintenance, replacement, renovation and repair of the Project; (vii) payments under any equipment rental agreements and the fair rental value of any management office space; (viii) wages, salaries and other compensation and benefits, including taxes levied thereon, of all persons (other than persons generally considered to be higher in rank than the position of “Senior Asset Manager”) engaged in the operation, maintenance and security of the Project; (ix) costs under any instrument pertaining to the sharing of costs by the Project to the extent such costs are not otherwise expressly excluded as an Operating Expense hereunder; (x) operation, repair, maintenance, renovation and replacement of all systems and equipment and components thereof of the Building; (xi) the cost of janitorial, alarm, security and other services, replacement of wall and floor coverings, ceiling tiles and fixtures in common areas, maintenance and replacement of curbs and walkways, and repair to roofs; (xii) amortization of the cost of acquiring or the rental expense of personal property used in the maintenance, operation and repair of the Project, or any portion thereof (which amortization calculation shall include interest at the “Interest Rate,” as that term is set forth in Article 25 of this Lease); (xiii) the cost of capital improvements or other costs incurred in connection with the Project (A) which are reasonably intended to effect economies in the operation or maintenance of the Project, to the extent of cost savings reasonably anticipated by Landlord at the time of such expenditure to be incurred in connection therewith; (B) that are required to comply with present or anticipated conservation programs or to otherwise further sustainability measures as contemplated by Section 29.34 of the Lease, (C) which are replacements or modifications of nonstructural items located in the Common Areas required to keep the Common Areas in good order or condition, or (D) that are required under any governmental law or regulation by a federal, state or local governmental agency, except for capital repairs, replacements or other improvements to remedy a condition existing prior to the Lease Commencement Date which an applicable governmental authority, if it had knowledge of such condition prior to the Lease Commencement Date, would have then required to be remedied pursuant to then-current governmental laws or regulations in their form existing as of the Lease Commencement Date and pursuant to the then-current interpretation of such governmental laws or regulations by the applicable governmental authority as of the Lease Commencement Date; provided, however, that any capital expenditure shall be amortized with interest at the Interest Rate over its useful life as Landlord shall reasonably determine in accordance with sound real estate management and accounting practices; provided, however, those costs set forth in item (A) above shall be amortized over the recovery/payback period reasonably determined by Landlord; (xiv) costs, fees, charges or assessments imposed by, or resulting from any mandate imposed on Landlord by, any federal, state or local government for fire and police protection, trash removal, community services, or other services which do not constitute “Tax Expenses” as that term is defined in Section 4.2.5, below; (xv) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs by the Building, and (xvi) costs of any additional services not provided to the Building and/or the Project as of the Lease Commencement Date but which are thereafter provided by Landlord in connection with its prudent management of the Building and/or the Project. Notwithstanding the foregoing, for purposes of this Lease, Operating Expenses shall not, however, include:

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(a) costs, including marketing costs, legal fees, space planners’ fees, advertising and promotional expenses, and brokerage fees incurred in connection with the original construction or development, or original or future leasing of the Project, and costs, including permit, license and inspection costs, incurred with respect to the installation of improvements made for new tenants initially occupying space in the Project after the Lease Commencement Date or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Project (excluding, however, such costs relating to any common areas of the Project or parking facilities);

(b) except as set forth in items (xii), (xiii), and (xiv) above, depreciation, interest and principal payments on mortgages and other debt costs, if any, penalties and interest;

(c) costs for which the Landlord is reimbursed by any tenant or occupant of the Project or by insurance by its carrier (excepting deductibles) or any tenant’s carrier or by anyone else, and electric power costs for which any tenant directly contracts with the local public service company;

(d) any bad debt loss, rent loss, or reserves retained by Landlord;

(e) costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Project (which shall specifically include, but not be limited to, accounting costs associated with the operation of the Project). Costs associated with the operation of the business of the partnership or entity which constitutes the Landlord include costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of the Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Project, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Project management, or between Landlord and other tenants or occupants, and Landlord’s general corporate overhead and general and administrative expenses;

(f) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-a-vis time spent on matters unrelated to operating and managing the Project; provided, that in no event shall Operating Expenses for purposes of this Lease include wages and/or benefits attributable to personnel above the level of Senior Asset Manager;

(g) amount paid as ground rental for the Project by the Landlord;

(h) overhead and profit increment paid to the Landlord or to subsidiaries or affiliates of the Landlord for services in the Project to the extent the same exceeds the costs of such services rendered by qualified, first-class unaffiliated third parties on a competitive basis;

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(i) any compensation paid to clerks, attendants or other persons in commercial concessions operated by the Landlord, provided that any compensation paid to any concierge or parking attendant at the Project shall be includable as an Operating Expense;

(j) rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment which if purchased the cost of which would be excluded from Operating Expenses as a capital cost, except equipment not affixed to the Project which is used in providing janitorial or similar services and, further excepting from this exclusion such equipment rented or leased to remedy or ameliorate an emergency condition in the Project ;

(k) all items and services for which Tenant or any other tenant in the Project reimburses Landlord or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement;

(l) costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other objects of art;

(m) any costs expressly excluded from Operating Expenses elsewhere in this Lease;

(n) rent for any office space occupied by Project management personnel to the extent the size or rental rate of such office space exceeds the size or fair market rental value of office space occupied by management personnel of the Comparable Buildings in the vicinity of the Building, with adjustment where appropriate for the size of the applicable project;

(o) fees payable by Landlord for management of the Project in excess of the greater of (i) the management fee generally charged at the Comparable Buildings, and (ii) three and one-half percent (3.5%) of Landlord’s gross revenues, adjusted and grossed up to reflect a one hundred percent (100%) occupancy of the Project with all tenants paying full rent, as contrasted with free rent, half-rent and the like, including base rent, pass-throughs, and parking fees from the Project for any calendar year or portion thereof;

(p) costs of any penalty or fine incurred by Landlord due to Landlord’s violation of any federal, state or local law or regulation;

(q) costs to the extent arising from the negligence or willful misconduct of Landlord or its agents, employees, vendors, contractors, or providers of materials or services; and

(r) costs incurred to remove, remedy, contain, or treat hazardous material (as defined under Applicable Laws), which hazardous material is in existence in the Building or on the Project prior to the date hereof or is brought into the Building or onto the Project after the date hereof by Landlord or any other party other than Tenant or any of the “Tenant Parties,” as that term is defined in Section 10.1, below.

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If Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Operating Expenses) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. If the Project is not at least ninety-five percent (95%) occupied during all or a portion of the Base Year or any Expense Year, Landlord may elect to make an appropriate adjustment to the components of Operating Expenses for such year to determine the amount of Operating Expenses that would have been incurred had the Project been ninety-five percent (95%) occupied; and the amount so determined shall be deemed to have been the amount of Operating Expenses for such year. Notwithstanding anything to the contrary set forth in this Article 4, Operating Expenses for the Base Year shall include market-wide cost increases (including utility rate increases) due to extraordinary circumstances, including, but not limited to, Force Majeure, boycotts, strikes, conservation surcharges, embargoes or shortages, or amortized costs; provided, however, that at such time as any such increases in such particular charges, costs or fees are no longer included in Operating Expenses, such increases in such particular charges, costs or fees shall be excluded from the Base Year calculation of Operating Expenses. In no event shall the components of Direct Expenses for any Expense Year related to Tax Expenses be less than the corresponding components of Direct Expenses related to Tax Expenses in the Base Year. Landlord shall not (i) make a profit by charging items to Operating Expenses that are otherwise also charged separately to others and (ii) subject to Landlord’s right to adjust the components of Operating Expenses described above in this paragraph, collect Operating Expenses from Tenant and all other tenants in the Building in an amount in excess of what Landlord incurs for the items included in Operating Expenses.

4.2.5 Taxes.

4.2.5.1 ”Tax Expenses” shall mean all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, (including, without limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Project, or any portion thereof), which shall accrue during any Expense Year (without regard to any different fiscal year used by such governmental or municipal authority) because of or in connection with the ownership, leasing and operation of the Project, or any portion thereof.

4.2.5.2 Tax Expenses shall include, without limitation: (i) Any tax on the rent, right to rent or other income from the Project, or any portion thereof, or as against the business of leasing the Project, or any portion thereof; (ii) Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election

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(“Proposition 13”) and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental or private assessments or the Project’s contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iii) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; and (iv) Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises.

4.2.5.3 Any costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred in attempting to protest, reduce or minimize Tax Expenses shall be included in Tax Expenses in the Expense Year such expenses are paid. Except as set forth in Section 4.2.5.4, below, refunds of Tax Expenses shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable, provided that in no event shall the amount to be refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as Additional Rent under this Article 4 for such Expense Year. If Tax Expenses for any period during the Lease Term or any extension thereof are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities, Tenant shall pay Landlord within thirty (30) days after request from Landlord Tenant’s Share of any such increased Tax Expenses included by Landlord as Building Tax Expenses pursuant to the TCCs of this Lease. Notwithstanding anything to the contrary contained in this Section 4.2.5 (except as set forth in Section 4.2.5.1, above), there shall be excluded from Tax Expenses (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Project), (ii) any items included as Operating Expenses, and (iii) any items paid by Tenant under Section 4.5 of this Lease.

4.2.5.4 Notwithstanding anything to the contrary set forth in this Lease, the amount of Tax Expenses for the Base Year and any Expense Year shall be calculated without taking into account any decreases in real estate taxes obtained in connection with Proposition 8, and, therefore, the Tax Expenses in the Base Year and/or an Expense Year may be greater than those actually incurred by Landlord, but shall, nonetheless, be the Tax Expenses due under this Lease; provided that (i) any costs and expenses incurred by Landlord in securing any Proposition 8 reduction shall not be included in Direct Expenses for purposes of this Lease, and (ii) tax refunds under Proposition 8 shall not be deducted from Tax Expenses, but rather shall be the sole property of Landlord. Landlord and Tenant acknowledge that this Section 4.2.5.4 is not intended to in any way affect (A) the inclusion in Tax Expenses of the statutory two percent (2.0%) annual maximum allowable increase in Tax Expenses (as such statutory increase may be modified by subsequent legislation), or (B) the inclusion or exclusion of Tax Expenses pursuant to the terms of Proposition 13, which shall be governed pursuant to the terms of Sections 4.2.5.1 through 4.2.5.3, above.

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4.2.6 ”Tenant’s Share” shall mean the percentage set forth in Section 6 of the Summary.

4.2.7 ”Utilities Costs” shall mean all actual charges for utilities for the Building and the Project which Landlord shall pay during any Expense Year, including, but not limited to, the costs of water, sewer and electricity, and the costs of HVAC (including the cost of electricity to operate the HVAC air handlers) and other utilities (but excluding those charges for which tenants directly reimburse Landlord or otherwise pay directly to the utility company) as well as related fees, assessments and surcharges. Utilities Costs shall be calculated assuming the Buildings (and during the period of time when any other office buildings are fully constructed and ready for occupancy and are included by Landlord within the Project), are at least ninety-five percent (95%) occupied. If, during all or any part of any Expense Year, Landlord shall not provide any utilities other than gas and electricity (the cost of which, if provided by Landlord, would be included in Utilities Costs) to a tenant (including Tenant) who has undertaken to provide the same instead of Landlord, Utilities Costs shall be deemed to be increased by an amount equal to the additional Utilities Costs which would reasonably have been incurred during such period by Landlord if Landlord had at its own expense provided such utilities to such tenant. Utilities Costs shall include any costs of utilities which are allocated to the Real Property under any declaration, restrictive covenant, or other instrument pertaining to the sharing of costs by the Real Property or any portion thereof, including any covenants, conditions or restrictions now or hereafter recorded against or affecting the Real Property. Notwithstanding anything to the contrary set forth in this Article 4, Utilities Costs for the Utilities Base Year shall include any special charges, costs or fees or extraordinary charges or costs incurred in the Utilities Base Year only, including those attributable to boycotts, embargoes, strikes or other shortages of services or fuel; provided, however, that at such time as any such increases in such particular charges, costs or fees are no longer included in Utilities Costs, such increases in such particular charges, costs or fees shall be excluded from the Utilities Base Year calculation of Utilities Costs.

4.3 Cost Pools. Landlord shall have the right, from time to time, to equitably allocate some or all of the Direct Expenses for the Project among different portions or occupants of the Project (the “Cost Pools”), in Landlord’s reasonable discretion. Such Cost Pools may include, but shall not be limited to, the office space tenants of a building of the Project or of the Project, and the retail space tenants of a building of the Project or of the Project. The Direct Expenses within each such Cost Pool shall be allocated and charged to the tenants within such Cost Pool in an equitable manner.

4.4 Calculation and Payment of Additional Rent. If for any Expense Year ending or commencing within the Lease Term, Tenant’s Share of Direct Expenses for such Expense Year exceeds Tenant’s Share of Direct Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in Section 4.4.1, below, and as Additional Rent, an amount equal to the excess (the “Excess”).

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4.4.1 Statement of Actual Direct Expenses and Payment by Tenant. Landlord shall give to Tenant following the end of each Expense Year, a statement (the “Statement”) which shall state in general major categories the Direct Expenses incurred or accrued for the Base Year or such preceding Expense Year, as applicable, and which shall indicate the amount of the Excess. Landlord shall use commercially reasonable efforts to deliver such Statement to Tenant on or before May 1 following the end of the Expense Year to which such Statement relates. Upon receipt of the Statement for each Expense Year commencing or ending during the Lease Term, if an Excess is present, Tenant shall pay, within thirty (30) days after receipt of the Statement, the full amount of the Excess for such Expense Year, less the amounts, if any, paid during such Expense Year as “Estimated Excess,” as that term is defined in Section 4.4.2, below, and if Tenant paid more as Estimated Excess than the actual Excess, Tenant shall receive a credit in the amount of Tenant’s overpayment against Rent next due under this Lease. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this Article 4. Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s Share of Direct Expenses for the Expense Year in which this Lease terminates, if an Excess is present, Tenant shall, within thirty (30) days after receipt of the Statement, pay to Landlord such amount, and if Tenant paid more as Estimated Excess than the actual Excess, Landlord shall, within thirty (30) days, deliver a check payable to Tenant in the amount of the overpayment. The provisions of this Section 4.4.1 shall survive the expiration or earlier termination of the Lease Term. Notwithstanding the immediately preceding sentence, Tenant shall not be responsible for Tenant’s Share of any Direct Expenses attributable to any Expense Year which are first billed to Tenant more than two (2) calendar years after the close of the applicable Expense Year, provided that in any event Tenant shall be responsible for Tenant’s Share of Direct Expenses which (x) were levied by any governmental authority or by any public utility companies, and (y) Landlord had not previously received an invoice therefor and which are currently due and owing (i.e., costs invoiced for the first time regardless of the date when the work or service relating to this Lease was performed), at any time following the close of any Expense Year (including after the Lease Expiration Date) which are attributable to such Expense Year.

4.4.2 Statement of Estimated Direct Expenses. In addition, Landlord shall endeavor to give Tenant a yearly expense estimate statement (the “Estimate Statement”) which shall set forth in general major categories Landlord’s reasonable estimate (the “Estimate”) of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated excess (the “Estimated Excess”) as calculated by comparing the Direct Expenses for such Expense Year, which shall be based upon the Estimate, to the amount of Direct Expenses for the Base Year. The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Additional Rent under this Article 4, nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Excess theretofore delivered to the extent necessary. Thereafter, Tenant shall pay, within thirty (30) days after receipt of the Estimate Statement, a fraction of the Estimated Excess for the then-current Expense Year (reduced by any amounts paid pursuant to the second to last sentence of this Section 4.4.2). Such

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fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time), Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Excess set forth in the previous Estimate Statement delivered by Landlord to Tenant. Throughout the Lease Term Landlord shall maintain books and records with respect to Direct Expenses in accordance with generally accepted real estate accounting and management practices, consistently applied.

4.5 Taxes and Other Charges for Which Tenant Is Directly Responsible.

4.5.1 Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant’s equipment, furniture, fixtures and any other personal property located in or about the Premises. If any such taxes on Tenant’s equipment, furniture, fixtures and any other personal property are levied against Landlord or Landlord’s property or if the assessed value of Landlord’s property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Tenant, Tenant shall upon demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be.

4.5.2 If the improvements in the Premises, whether installed and/or paid for by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which improvements conforming to Landlord’s “building standard” in other space in the Building are assessed, then the Tax Expenses levied against Landlord or the property by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall be governed by the provisions of Section 4.5.1, above, provided that the above “building standard” charges payable by Tenant as set forth herein shall only be due to the extent Landlord charges all other office tenants of the Building for overstandard tenant improvements (to the extent such charges are applicable).

4.5.3 Notwithstanding any contrary provision herein, Tenant shall pay prior to delinquency any (i) rent tax or sales tax, service tax, transfer tax or value added tax, or any other applicable tax on the rent or services herein or otherwise respecting this Lease, (ii) taxes assessed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Project, including the Project parking facility; or (iii) taxes assessed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

4.6 Landlord’s Books and Records. Upon Tenant’s written request given not more than ninety (90) days after Tenant’s receipt of a Statement for a particular Expense Year, and provided that Tenant is not then in default under this Lease beyond the applicable cure period provided in this Lease, specifically including, but not limited to, the timely payment of Additional Rent (whether or

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not the same is subject of the dispute), Landlord shall furnish Tenant with such reasonable supporting documentation in connection with said Direct Expenses as Tenant may reasonably request. Landlord shall provide said information to Tenant within sixty (60) days after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the “Review Period”), if Tenant disputes the amount of Additional Rent set forth in the Statement, at Tenant’s election, (i) an employee of Tenant who has previous experience in auditing financial operating records of landlords of office buildings, or (ii) an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, (B) shall not already be providing primary accounting and/or lease administration services to Tenant and shall not have provided primary accounting and/or lease administration services to Tenant in the past three (3) years, (C) is not working on a contingency fee basis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the accounting firm in the performance of the audit], and (D) shall not currently or in the future be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of Direct Expenses) designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord’s records with respect to the Statement at Landlord’s corporate offices, provided that (i) Tenant is not then in default under this Lease (beyond any applicable notice and cure periods provided under this Lease), (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be, and (iii) a copy of the audit agreement between Tenant and its particular auditor has been delivered to Landlord prior to the commencement of the audit. In connection with such audit, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding audits of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such audit. Any audit report prepared by Tenant’s auditors shall be delivered concurrently to Landlord and Tenant within the Review Period. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Additional Rent, an audit as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such auditing by the Accountant proves that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to audit such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

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ARTICLE 5

USE OF PREMISES

5.1 Permitted Use. Tenant shall use the Premises solely for the Permitted Use set forth in Section 7 of the Summary and Tenant shall not use or permit the Premises or the Project to be used for any other purpose or purposes whatsoever without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion.

5.2 Prohibited Uses. The uses prohibited under this Lease shall include, without limitation, use of the Premises or a portion thereof for (i) offices of any agency or bureau of the United States or any state or political subdivision thereof; (ii) offices or agencies of any foreign governmental or political subdivision thereof; (iii) offices of any health care professionals or service organization; (iv) schools or other training facilities which are not ancillary to corporate, executive or professional office use; (v) retail or restaurant uses; or (vi) communications firms such as radio and/or television stations. Tenant shall not allow occupancy density of use of the Premises which is greater than eight (8) persons per 1,000 rentable square feet of space located in the Premises. Notwithstanding the foregoing, subject to the following terms, Tenant shall be permitted to allow occupancy density of use of the Premises which is greater than such foregoing ratio, provided that (i) Tenant shall provide Landlord with reasonable advance notice of such anticipated increased occupancy density, (ii) in no event shall Tenant allow occupancy density of use of the Premises which is greater than the density permitted by Applicable Laws for general office use tenants in the Building and Comparable Buildings, and (iii) Tenant shall be solely responsible (including all costs and expenses relating thereto) for any required modifications, upgrades or other equipment or devices to appropriately support such increased occupancy density in accordance with Section 6.2, below, and any such modifications or other work or installations shall otherwise be subject to the terms of Article 8 of this Lease. Tenant further covenants and agrees that Tenant shall not use, or suffer or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in Exhibit D, attached hereto, or in violation of the laws of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project) including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect; provided, however, Landlord shall not enforce, change or modify the Rules and Regulations in a discriminatory manner and Landlord agrees that the Rules and Regulations shall not be unreasonably modified or enforced in a manner which will unreasonably interfere with the normal and customary conduct of Tenant’s business. Tenant shall not do or permit anything to be done in or about the Premises which will in any way damage the reputation of the Project or obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for any improper, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. As of the date of this Lease, Landlord hereby represents that there are no existing recorded easements, covenants, conditions, or restrictions affecting the Project with which Tenant is required to comply. Notwithstanding the foregoing, Tenant shall comply with,

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and Tenant’s rights and obligations under the Lease and Tenant’s use of the Premises shall be subject and subordinate to, all recorded easements, covenants, conditions, and restrictions (collectively, the “CC&Rs”) hereafter affecting the Project, provided that Landlord shall not enter into any recorded easements, covenants, conditions, or restrictions affecting the Project after the date of this Lease which prevents Tenant from using, or unreasonably interferes with Tenant’s use of or access to, the Premises for the Permitted Use, or otherwise materially adversely affects Tenant’s rights under this Lease.

ARTICLE 6

SERVICES AND UTILITIES

6.1 Standard Tenant Services. Landlord shall provide the following services on all days (unless otherwise stated below) during the Lease Term.

6.1.1 Subject to reasonable change implemented by Landlord and all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide heating and air conditioning (“HVAC”) when necessary for normal comfort for normal office use in the Premises from 7:00 A.M. to 6:00 P.M. Monday through Friday (collectively, the “Building Hours”), except for the date of observation of New Year’s Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the Friday immediately following Thanksgiving Day, Christmas Day and, at Landlord’s discretion, other locally or nationally recognized holidays (collectively, the “Holidays”). The daily time periods identified hereinabove are sometimes referred to as the “Business Hours.”

6.1.2 Landlord shall provide reasonably sufficient electricity to the Premises (including adequate electrical wiring and facilities for connection to Tenant’s lighting fixtures and incidental use equipment), provided that (i) the connected electrical load of the incidental use equipment does not exceed an average of two and one-half (2.5) watts per rentable square foot of the Premises during the Building Hours, calculated on a monthly basis, and the electricity so furnished for incidental use equipment will be at a nominal one hundred twenty (120) volts and no electrical circuit for the supply of such incidental use equipment will require a current capacity exceeding twenty (20) amperes, and (ii) the connected electrical load of Tenant’s lighting fixtures does not exceed an average of one and one-half (1.5) watts per rentable square foot of the Premises during the Building Hours, calculated on a monthly basis, and the electricity so furnished for Tenant’s lighting will be at a nominal one hundred twenty (120) volts. Tenant will design Tenant’s electrical system serving any equipment producing nonlinear electrical loads to accommodate such nonlinear electrical loads, including, but not limited to, oversizing neutral conductors, derating transformers and/or providing power-line filters. Engineering plans shall include a calculation of Tenant’s fully connected electrical design load with and without demand factors and shall indicate the number of watts of unmetered and submetered loads.

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6.1.3 As part of Operating Expenses, Landlord shall replace lamps, starters and ballasts for Building standard lighting fixtures within the Premises. In addition, Tenant shall bear the cost of replacement of lamps, starters and ballasts for non-Building standard lighting fixtures within the Premises.

6.1.4 Landlord shall provide city water (including hot water for the lavatory only) from the regular Building outlets for drinking, lavatory and toilet purposes.

6.1.5 Landlord shall provide janitorial services five (5) days per week, except the date of observation of the Holidays, in and about the Premises and window washing services in a manner consistent with other comparable buildings in the vicinity of the Project.

6.1.6 Landlord shall provide nonexclusive, non-attended automatic passenger elevator service during the Building Hours, and shall have at least one elevator available at all other times. Landlord shall provide nonexclusive freight elevator service subject to scheduling by Landlord.

Tenant shall reasonably cooperate with Landlord and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the HVAC, electrical, mechanical and plumbing systems.

6.2 Overstandard Tenant Use. Tenant shall not, without Landlord’s prior written consent, use heat-generating machines, machines other than normal fractional horsepower office machines, or equipment or lighting other than Building standard lights in the Premises, which may affect the temperature otherwise maintained by the air conditioning system or increase the water normally furnished for the Premises by Landlord pursuant to the terms of Section 6.1 of this Lease. If such consent is given, Landlord shall have the right to require installation of supplementary air conditioning units or other facilities in the Premises, including supplementary or additional metering devices, and the cost thereof, including the cost of installation, operation and maintenance, increased wear and tear on existing equipment and other similar charges, shall be paid by Tenant to Landlord upon billing by Landlord. If Tenant uses water, electricity, heat or air conditioning in excess of that supplied by Landlord pursuant to Section 6.1 of this Lease, Tenant shall pay to Landlord, upon billing, the cost of such excess consumption, the cost of the installation, operation, and maintenance of equipment which is installed in order to supply such excess consumption, and the cost of the increased wear and tear on existing equipment caused by such excess consumption; and Landlord may install devices to separately meter any increased use and in such event Tenant shall pay the increased cost directly to Landlord, on demand, at the rates charged by the public utility company furnishing the same, including the cost of such additional metering devices. Tenant’s use of electricity shall never exceed the capacity of the feeders to the Project or the risers or wiring installation, and subject to the terms of Section 29.32, below, Tenant shall not install or use or permit the installation or use of any computer server or electronic data processing equipment in the Premises to the extent such devices may materially affect the temperature otherwise maintained by the air conditioning system for the Premises by Landlord pursuant to the terms of Section 6.1 of this Lease, without the prior written consent of Landlord. If Tenant desires to use heat, ventilation or air conditioning during hours other than those for which Landlord is obligated to supply such utilities pursuant to the terms of Section 6.1 of this Lease, Tenant shall give Landlord such prior notice, if any, as Landlord shall from time to time establish as appropriate, of Tenant’s desired use in order to supply such utilities, and Landlord shall supply such utilities to Tenant at such hourly cost to Tenant (which shall be treated as Additional Rent) as Landlord shall from time to time establish. As of the execution of this Lease, the hourly charge for after-hours HVAC service is $380.00 per hour per floor.

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6.3 Interruption of Use. Tenant agrees that Landlord shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services), or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by breakage, repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building or Project after reasonable effort to do so, by any riot or other dangerous condition, emergency, accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease, except as otherwise provided in Section 6.4 or elsewhere in the Lease. Furthermore, Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant’s business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in this Article 6.

6.4 Abatement of Rent. If (i) Landlord fails to perform the obligations required of Landlord under the TCCs of this Lease, (ii) such failure causes all or a portion of the Premises to be untenantable and unusable by Tenant, and (iii) such failure relates to (A) the nonfunctioning of the heat, ventilation, and air conditioning system in the Premises, the electricity in the Premises, the nonfunctioning of the elevator service to the Premises, or (B) a failure to provide access to the Premises, Tenant shall give Landlord notice (the “Initial Notice”), specifying such failure to perform by Landlord (the “Abatement Event”). If Landlord has not cured such Abatement Event within three (3) business days after the receipt of the Initial Notice (the “Eligibility Period”), Tenant may deliver an additional notice to Landlord (the “Additional Notice”), specifying such Abatement Event and Tenant’s intention to abate the payment of Rent under this Lease. If Landlord does not cure such Abatement Event within three (3) business days of receipt of the Additional Notice, Tenant may, upon written notice to Landlord, immediately abate Rent payable under this Lease for that portion of the Premises rendered untenantable and not used by Tenant, for the period beginning on the date three (3) business days after the Initial Notice to the earlier of the date Landlord cures such Abatement Event or the date Tenant recommences the use of such portion of the Premises. Such right to abate Rent shall be Tenant’s sole and exclusive remedy at law or in equity for a Abatement Event. Except as provided in this Section 6.4, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

6.5 Supplemental HVAC Unit. Tenant, at its sole cost and expense, may utilize the existing HVAC system in the Premises or, upon receipt of Landlord’s consent, which consent shall not be unreasonably withheld, replace such existing HVAC system with up to one 6-ton supplemental HVAC unit in the Premises (in any event, the “Tenant HVAC System”). Tenant shall

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be allowed continuous access to, and reasonable use of, the Building condenser water and the condenser water loop of the Building’s mechanical HVAC system, free of charge (provided that the foregoing shall be subject to Landlord’s prior approval of Tenant’s plans and specifications in the event of Tenant’s installation of a replacement Tenant HVAC System). Notwithstanding any contrary terms contained in this Section 6.5, Landlord and Tenant hereby agree that it shall be deemed reasonable for Landlord to withhold its consent to the installation of any replacement Tenant HVAC System unit(s) if, in Landlord’s reasonable opinion, such installation would require the use by Tenant of more than Tenant’s pro-rata share of the condenser water of the Building. In the event that any such replacement Tenant HVAC System is not installed as an “Improvement,” as that term is defined in Article 1 of the Work Letter, in accordance with the terms of the Work Letter, then Tenant agrees to install such Tenant HVAC System in compliance with Article 8 of this Lease and to reimburse Landlord, at Landlord’s actual cost, for any costs incurred by Landlord in connection with such installation and use. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the monitoring, operation, replacement and repair of the Tenant HVAC System. At Tenant’s option, Tenant may either (i) remove the Tenant HVAC System from the Premises prior to the expiration or earlier termination of this Lease, and repair any damage to the Building and/or the Premises, as applicable, caused by such removal and restore the portion of the Building and/or the Premises, as applicable, affected by such removal to the condition existing prior to the installation of such Tenant HVAC System, or (ii) leave the Tenant HVAC System in the Premises, in which event the same shall become a part of the realty and belong to Landlord and shall be surrendered with the Premises upon the expiration or earlier termination of this Lease.

ARTICLE 7

REPAIRS

Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to repair within five (5) business days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the out-of-pocket costs thereof, plus a percentage of such out-of-pocket costs (to be uniformly established for the Building and/or the Project, but in no event greater than seven percent (7%) thereof) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement with such repairs and replacements forthwith upon being billed for same. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however,

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except for emergencies, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

ARTICLE 8

ADDITIONS AND ALTERATIONS

8.1 Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten (10) business days notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations do not (i) adversely affect the systems and equipment of the Building, exterior appearance of the Building, or structural aspects of the Building, or (ii) adversely affect the value of the Premises or Building (the “Cosmetic Alterations”). The construction of the initial improvements to the Premises shall be governed by the terms of the Work Letter and not the terms of this Article 8.

8.2 Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term in accordance with the terms of Section 8.5, below. If Landlord shall give its consent, the consent shall be deemed conditioned upon Tenant acquiring a permit to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Francisco, all in conformance with Landlord’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or

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give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall retain any union trades to the extent designated by Landlord. Further, Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Francisco in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and as a condition precedent to the enforceability and validity of Landlord’s consent, Tenant shall deliver to the management office for the Project a reproducible copy of the “as built” and CAD drawings of the Alterations, to the extent applicable, as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations.

8.3 Payment for Improvements. If payment is made directly to contractors, Tenant shall (i) comply with Landlord’s requirements for final lien releases and waivers in connection with Tenant’s payment for work to contractors, and (ii) sign Landlord’s standard contractor’s rules and regulations. If Tenant orders any work directly from Landlord, Tenant shall pay to Landlord an amount equal to five percent of the cost of such work to compensate Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord’s involvement with such work. If Tenant does not order any work directly from Landlord, Tenant shall reimburse Landlord for Landlord’s reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with Landlord’s review of such work.

8.4 Construction Insurance. In addition to the requirements of Article 10 of this Lease, in the event that Tenant makes any Alterations, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its reasonable discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of any such Alterations costing in excess of One Hundred Thousand Dollars ($100,000) and naming Landlord as a co-obligee.

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8.5 Landlord’s Property. Landlord and Tenant hereby acknowledge and agree that (i) all Alterations, improvements, fixtures, equipment and/or appurtenances which may be installed or placed in or about the Premises, from time to time, shall be at the sole cost of Tenant and shall be and become part of the Premises and the property of Landlord, and (ii) the Improvements to be constructed in the Premises pursuant to the TCCs of the Work Letter shall, upon completion of the same, be and become a part of the Premises and the property of Landlord. Furthermore, Landlord may, by written notice to Tenant prior to the end of the Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Alterations or improvements (excluding the Improvements other than any Non-Conforming Improvements) in the Premises, and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a building standard improved condition as determined by Landlord; provided, however, if, in connection with its notice to Landlord with respect to any such Alterations or Cosmetic Alterations, (x) Tenant requests Landlord’s decision with regard to the removal of such Alterations or Cosmetic Alterations, and (y) Landlord thereafter agrees in writing to waive the removal requirement with regard to such Alterations or Cosmetic Alterations, then Tenant shall not be required to so remove such Alterations or Cosmetic Alterations; provided further, however, that if Tenant requests such a determination from Landlord and Landlord, within ten (10) business days following Landlord’s receipt of such request from Tenant with respect to Alterations or Cosmetic Alterations, fails to address the removal requirement with regard to such Alterations or Cosmetic Alterations, Landlord shall be deemed to have agreed to waive the removal requirement with regard to such Alterations or Cosmetic Alterations. Notwithstanding any provision to the contrary contained herein, Tenant shall not be required to remove any Alterations, improvements (including the Improvements) or Cosmetic Alterations which are normal and customary business office improvements. If Tenant fails to complete such removal and/or to repair any damage caused by the removal of any Alterations or improvements in the Premises, and returns the affected portion of the Premises to a building standard improved condition as determined by Landlord, then Landlord may do so and may charge the cost thereof to Tenant. Tenant hereby protects, defends, indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the installation, placement, removal or financing of any such Alterations, improvements, fixtures and/or equipment in, on or about the Premises, which obligations of Tenant shall survive the expiration or earlier termination of this Lease.

ARTICLE 9

COVENANT AGAINST LIENS

Tenant shall keep the Project and Premises free from any liens or encumbrances arising out of the work performed, materials furnished or obligations incurred by or on behalf of Tenant, other than the Improvements (except that Tenant shall be responsible for the cost of any liens or encumbrances relating to the Non-Conforming Improvements pursuant to the terms of the Work Letter), and shall protect, defend, indemnify and hold Landlord harmless from and against any claims, liabilities, judgments or costs (including, without limitation, reasonable attorneys’ fees and costs) arising out of same or in connection therewith. Tenant shall give Landlord notice at least twenty (20) days prior to the commencement of any such work on the Premises (or such additional time as may be necessary under applicable laws) to afford Landlord the opportunity of posting and recording appropriate notices of non-responsibility. Tenant shall remove any such lien or encumbrance by bond or otherwise within ten (10) business days after notice by Landlord, and if

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Tenant shall fail to do so, Landlord may pay the amount necessary to remove such lien or encumbrance, without being responsible for investigating the validity thereof. The amount so paid shall be deemed Additional Rent under this Lease payable upon demand, without limitation as to other remedies available to Landlord under this Lease. Nothing contained in this Lease shall authorize Tenant to do any act which shall subject Landlord’s title to the Building or Premises to any liens or encumbrances whether claimed by operation of law or express or implied contract. Any claim to a lien or encumbrance upon the Building or Premises arising in connection with any such work or respecting the Premises not performed by or at the request of Landlord shall be null and void, or at Landlord’s option shall attach only against Tenant’s interest in the Premises and shall in all respects be subordinate to Landlord’s title to the Project, Building and Premises.

ARTICLE 10

INSURANCE

10.1 Indemnification and Waiver. Tenant hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises from any cause whatsoever and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from: (a) any causes in or on the Premises; (b) the use or occupancy of the Premises by Tenant or any person claiming under Tenant; (c) any activity, work, or thing done, or permitted or suffered by Tenant in or about the Premises; (d) any acts, omission, or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant or any such person (collectively, “Tenant Parties”); (e) any breach, violation, or non-performance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or any such person of any term, covenant, or provision of this Lease or any law, ordinance, or governmental requirement of any kind; (f) any injury or damage to the person, property, or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises under the express or implied invitation of Tenant; or (g) the placement of any personal property or other items within the Premises, provided that the foregoing indemnity shall not apply to the extent of the negligence or willful misconduct of Landlord or the Landlord Parties. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers’, accountants’ and attorneys’ fees. Further, Tenant’s agreement to indemnify Landlord pursuant to this Section 10.1 is not intended and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease, to the extent such policies cover the matters subject to Tenant’s indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

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10.2 Tenant’s Compliance With Landlord’s Fire and Casualty Insurance. Tenant shall, at Tenant’s expense, comply with Landlord’s insurance company requirements pertaining to the use of the Premises. If Tenant’s conduct or use of the Premises causes any increase in the premium for such insurance policies then Tenant shall reimburse Landlord for any such increase. Tenant, at Tenant’s expense, shall comply with all rules, orders, regulations or requirements of the American Insurance Association (formerly the National Board of Fire Underwriters) and with any similar body.

10.3 Tenant’s Insurance. Tenant shall maintain the following coverages in the following amounts. The required evidence of coverage must be delivered to Landlord on or before the date required under Section 10.4(I) sub-sections (x) and (y), or Section 10.4(II) below (as applicable). Such policies shall be for a term of at least one (1) year, or the length of the remaining term of this Lease, whichever is less.

10.3.1 Commercial General Liability Insurance, including Broad Form contractual liability covering the insured against claims of bodily injury, personal injury and property damage (including loss of use thereof) based upon or arising out of Tenant’s operations, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be written on an “occurrence” basis. Landlord and any other party the Landlord so specifies that has a material financial interest in the Project, including Landlord’s managing agent, ground lessor and/or lender, if any, shall be named as additional insureds as their interests may appear using Insurance Service Organization’s form CG2011 or a comparable form approved by Landlord. Tenant shall provide an endorsement or policy excerpt showing that Tenant’s coverage is primary and any insurance carried by Landlord shall be excess and non-contributing. The coverage shall also be extended to include damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations. This policy shall include coverage for all liabilities assumed under this Lease as an insured contract for the performance of all of Tenant’s indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Tenant nor relieve Tenant of any obligation hereunder. Limits of liability insurance shall not be less than the following; provided, however, such limits may be achieved through the use of an Umbrella/Excess Policy:

Bodily Injury and Property Damage Liability	$	5,000,000 each occurrence
Personal Injury and Advertising Liability	$	5,000,000 each occurrence
Tenant Legal Liability/Damage to Rented Premises Liability	$	1,000,000.00

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10.3.2 Property Insurance covering (i) all office furniture, personal property, business and trade fixtures, office equipment, free-standing cabinet work, movable partitions, merchandise and all other items of Tenant’s business personal property on the Premises installed by, for, or at the expense of Tenant, (ii) the “Improvements,” as that term is defined in Section 2.1 of the Work Letter, and (iii) all Alterations performed in the Premises. Such insurance shall be written on a Special Form basis, for the full replacement cost value (subject to reasonable deductible amounts), without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance and shall include coverage for (a) all perils included in the CP 10 30 04 02 Coverage Special Form, and (b) water damage from any cause whatsoever, including, but not limited to, sprinkler leakage, bursting, leaking or stoppage of any pipes, explosion, and backup or overflow from sewers or drains.

10.3.2.1 Adjacent Premises. Tenant shall pay for any increase in the premiums for the property insurance of the Project if said increase is caused by Tenant’s acts, omissions, use or occupancy of the Premises.

10.3.2.2 Property Damage. Tenant shall use the proceeds from any such insurance for the replacement of personal property, trade fixtures and Alterations.

10.3.2.3 No representation of Adequate Coverage. Landlord makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Tenant’s property, business operations or obligations under this Lease.

10.3.3 Property Insurance Subrogation. Landlord and Tenant intend that their respective property loss risks shall be borne by insurance carriers to the extent above provided (and, in the case of Tenant, by an insurance carrier satisfying the requirements of Section 10.4(i) below), and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder. The parties each hereby waive all rights and claims against each other for such losses, and waive all rights of subrogation of their respective insurers. Landlord and Tenant hereby represent and warrant that their respective “all risk” property insurance policies include a waiver of (i) subrogation by the insurers, and (ii) all rights based upon an assignment from its insured, against Landlord and/or any of the Landlord Parties or Tenant and/or any of the Tenant Parties (as the case may be) in connection with any property loss risk thereby insured against. Tenant will cause all other occupants of the Premises claiming by, under, or through Tenant to execute and deliver to Landlord a waiver of claims similar to the waiver in this Section 10.3.3 and to obtain such waiver of subrogation rights endorsements. If either party hereto fails to maintain the waivers set forth in items (i) and (ii) above, the party not maintaining the requisite waivers shall indemnify, defend, protect, and hold harmless the other party for, from and against any and all claims, losses, costs, damages, expenses and liabilities (including, without limitation, court costs and reasonable attorneys’ fees) arising out of, resulting from, or relating to, such failure.

10.3.4 Business Income Interruption for one year (1) plus Extra Expense insurance in such amounts as will reimburse Tenant for actual direct or indirect loss of earnings attributable to the risks outlined in Section 10.3.2 above.

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10.3.5 Worker’s Compensation or other similar insurance pursuant to all applicable state and local statutes and regulations, and Employer’s Liability with minimum limits of not less than $1,000,000 each accident/employee/disease.

10.3.6 Commercial Automobile Liability Insurance covering all Owned (if any), Hired, or Non-owned vehicles with limits not less than $1,000,000 combined single limit for bodily injury and property damage.

10.4 Form of Policies. The minimum limits of policies of insurance required of Tenants under the Lease shall in no event limit the liability of Tenant under this Lease. Such insurance shall (i) be issued by an insurance company having an AM Best rating of not less than A-X, or which is otherwise acceptable to Landlord and licensed to do business in the State of California, (ii) be in form and content reasonably acceptable to Landlord and complying with the requirements of Section 10.3 (including, Sections 10.3.1 through 10.3.6), (iii) Tenant shall not do or permit to be done anything which invalidates the required insurance policies, and (iv) provide that said insurance shall not be canceled or coverage changed unless thirty (30) days’ prior written notice shall have been given to Landlord and any mortgagee of Landlord, the identity of whom has been provided to Tenant in writing. Tenant shall deliver said policy or policies or certificates thereof and applicable endorsements which meet the requirements of this Article 10 to Landlord on or before (I) the earlier to occur of: (x) the Lease Commencement Date, and (y) the date Tenant and/or its employees, contractors and/or agents first enter the Premises for occupancy, construction of improvements, alterations, or any other move-in activities, and (II) five (5) business days after the renewal of such policies. In the event Tenant shall fail to procure such insurance, or to deliver such policies or certificates and applicable endorsements, Landlord may, at its option, after written notice to Tenant and Tenant’s failure to obtain such insurance within five (5) days thereafter, procure such policies for the account of Tenant and the sole benefit of Landlord, and the cost thereof shall be paid to Landlord after delivery to Tenant of bills therefor.

10.5 Additional Insurance Obligations. Tenant shall carry and maintain during the entire Lease Term, at Tenant’s sole cost and expense, increased amounts of the insurance required to be carried by Tenant pursuant to this Article 10 and such other reasonable types of insurance coverage and in such reasonable amounts covering the Premises and Tenant’s operations therein, as may be reasonably requested by Landlord. Notwithstanding the foregoing, Landlord’s request shall only be considered reasonable if such increased coverage amounts and/or such new types of insurance are consistent with the requirements of a majority of Comparable Buildings.

10.6 Third-Party Contractors. Tenant shall obtain and deliver to Landlord, Third Party Contractor’s certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a “Third Party Contractor”). All such insurance shall (a) name Landlord as an additional insured under such party’s liability policies as required by Section 10.3.1 above and this Section 10.6, (b) provide a waiver of subrogation in favor of Landlord under such Third Party Contractor’s commercial general liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements.

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10.7 Landlord’s Fire, Casualty, and Liability Insurance.

10.7.1 Landlord shall maintain Commercial General Liability Insurance with respect to the Building during the Lease Term covering claims for bodily injury, personal injury and property damage in the Project Common Areas and with respect to Landlord’s activities in the Premises.

10.7.2 Landlord shall insure the Building and Landlord’s remaining interest in the Improvements and Alterations with a policy of Physical Damage Insurance including building ordinance coverage, written on a standard Causes of Loss — Special Form basis (against loss or damage due to fire and other casualties covered within the classification of fire and extended coverage, vandalism, and malicious mischief, sprinkler leakage, water damage and special extended coverage), covering the full replacement cost of the Base Building, Premises and other improvements (including coverages for enforcement of Applicable Laws requiring the upgrading, demolition, reconstruction and/or replacement of any portion of the Building as a result of a covered loss) without a deduction for depreciation.

10.7.3 Landlord shall maintain Boiler and Machinery/Equipment Breakdown Insurance covering the Building against risks commonly insured against by a Boiler and Machinery/Equipment Breakdown policy and such policy shall cover the full replacement costs, without deduction for depreciation.

10.7.4 The foregoing coverages shall contain commercially reasonable deductible amounts from such companies, and on such other terms and conditions, as Landlord may from time to time reasonably determine.

10.7.5 Additionally, at the option of Landlord, such insurance coverage may include the risk of (i) earthquake, (ii) flood damage and additional hazards, or (iii) a rental loss endorsement for a period of up to two (2) years.

10.7.6 Notwithstanding the foregoing provisions of this Section 10.7, the coverage and amounts of insurance carried by Landlord in connection with the Building shall, at a minimum, be comparable to the coverage and amounts of insurance which are carried by reasonably prudent landlords of Comparable Buildings. In addition, Landlord shall carry Worker’s Compensation and Employer’s Liability coverage as required by applicable law.

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ARTICLE 11

DAMAGE AND DESTRUCTION

11.1 Repair of Damage to Premises by Landlord. Tenant shall promptly notify Landlord of any damage to the Premises resulting from fire or any other casualty. If the Premises or any Common Areas serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 11, restore the Base Building and such Common Areas. Such restoration shall be to substantially the same condition of the Base Building and the Common Areas prior to the casualty, except for modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building or Project or any other modifications to the Common Areas deemed desirable by Landlord, which are consistent with the character of the Project, provided that access to the Premises and any common restrooms serving the Premises shall not be materially impaired. Notwithstanding any other provision of this Lease, upon the occurrence of any damage to the Premises, upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required to be carried under items (ii) and (iii) of Section 10.3 of this Lease with respect to the Improvements and any Alterations, and Landlord shall repair any injury or damage to the Improvements and such Alterations installed in the Premises and shall return such Improvements and such Alterations to their original condition; provided that if the cost of repair to the Improvements and such Alterations by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repair of the damage. In the event that Landlord does not deliver the Landlord Repair Notice within sixty (60) days following the date the casualty becomes known to Landlord, Tenant shall, at its sole cost and expense, repair any injury or damage to the Improvements installed in the Premises and shall return such Improvements to their original condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or Common Areas necessary to Tenant’s occupancy, and if such damage is not the result of the willful misconduct of Tenant or Tenant’s employees, contractors, licensees, or invitees, Landlord shall allow Tenant a proportionate abatement of Rent during the time and to the extent the Premises are unfit for occupancy, which proportionality shall be based on the ratio that the amount of rentable square feet of the Premises which is unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof bears to the total rentable square feet of the Premises. In the event that Landlord shall not deliver the Landlord Repair Notice, Tenant’s right to rent abatement pursuant to the preceding sentence shall terminate as of the date which is reasonably determined by Landlord to be the date Tenant should have completed repairs to the Premises assuming Tenant used reasonable due diligence in connection therewith.

11.2 Landlord’s Option to Repair. Notwithstanding the terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, Building and/or Project, and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after the date of discovery of the damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises, but Landlord may so elect only if the Building or

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Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) in Landlord’s reasonable judgment, repairs cannot reasonably be completed within one hundred eighty (180) days after the date of discovery of the damage (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Building or Project shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt; (iii) the damage is not fully covered, except for deductible amounts, by Landlord’s insurance policies; (iv) the damage occurs during the last twelve (12) months of the Lease Term; or (v) any owner of any other portion of the Project, other than Landlord, does not intend to repair the damage to such portion of the Project; provided, however, that if Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided above, and the repairs cannot, in the reasonable opinion of Landlord, be completed within one hundred eighty (180) days after being commenced, Tenant may elect, no earlier than sixty (60) days after the date of the damage and not later than ninety (90) days after the date of such damage, to terminate this Lease by written notice to Landlord effective as of the date specified in the notice, which date shall not be less than thirty (30) days nor more than sixty (60) days after the date such notice is given by Tenant. Furthermore, if neither Landlord nor Tenant has terminated this Lease, and the repairs are not actually completed within such 180-day period, Tenant shall have the right to terminate this Lease during the first five (5) business days of each calendar month following the end of such period until such time as the repairs are complete, by notice to Landlord (the “Damage Termination Notice”), effective as of a date set forth in the Damage Termination Notice (the “Damage Termination Date”), which Damage Termination Date shall not be less than ten (10) business days following the end of each such month. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord’s receipt of the Damage Termination Notice, a certificate of Landlord’s contractor responsible for the repair of the damage certifying that it is such contractor’s good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date. If repairs shall be substantially completed prior to the expiration of such thirty-day period, then the Damage Termination Notice shall be of no force or effect, but if the repairs shall not be substantially completed within such thirty-day period, then this Lease shall terminate upon the expiration of such thirty-day period. At any time, from time to time, after the date occurring sixty (60) days after the date of the damage, Tenant may request that Landlord inform Tenant of Landlord’s reasonable opinion of the date of completion of the repairs and Landlord shall respond to such request within five (5) business days. Notwithstanding the provisions of this Section 11.2, Tenant shall have the right to terminate this Lease under this Section 11.2 only if each of the following conditions is satisfied: (a) the damage to the Project by fire or other casualty was not caused by the gross negligence or intentional act of Tenant or its partners or subpartners and their respective officers, agents, servants, employees, and independent contractors; (b) as a result of the damage, Tenant cannot reasonably conduct business from the Premises; and, (c) as a result of the damage to the Project, Tenant does not occupy or use the Premises at all. In the event this Lease is terminated in accordance with the terms of this Section 11.2, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under items (ii) and (iii) of Section 10.3.2 of this Lease.

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11.3 Waiver of Statutory Provisions. The provisions of this Lease, including this Article 11, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or the Project, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Project.

ARTICLE 12

NONWAIVER

No provision of this Lease shall be deemed waived by either party hereto unless expressly waived in a writing signed thereby. The waiver by either party hereto of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of same or any other term, covenant or condition herein contained. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Rent. No acceptance of a lesser amount than the Rent herein stipulated 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. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Lease Term or of Tenant’s right of possession hereunder, or after the giving of any notice shall reinstate, continue or extend the Lease Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit, or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.

ARTICLE 13

CONDEMNATION

If the whole or any part of the Premises, Building or Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or if any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by such authority in such manner as to require the use, reconstruction or remodeling of any part of the Premises, Building or Project, or if Landlord shall grant a deed or other instrument in lieu of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority; provided, however, that Landlord shall only have the right to terminate this Lease as provided above if

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Landlord terminates the leases of all other tenants in the Building similarly affected by the taking and provided further that to the extent that the Premises are not adversely affected by such taking and Landlord continues to operate the Building as an office building, Landlord may not terminate this Lease. If more than fifteen percent (15%) of the rentable square feet of the Premises is taken, or if access to the Premises is substantially impaired, in each case for a period in excess of one hundred eighty (180) days, Tenant shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. Tenant shall not because of such taking assert any claim against Landlord or the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, so long as such claims do not diminish the award available to Landlord, its ground lessor with respect to the Building or Project or its mortgagee, and such claim is payable separately to Tenant. All Rent shall be apportioned as of the date of such termination. If any part of the Premises shall be taken, and this Lease shall not be so terminated, the Rent shall be proportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any portion of the Premises for a period of one hundred and eighty (180) days or less, then this Lease shall not terminate but the Base Rent and the Additional Rent shall be abated for the period of such taking in proportion to the ratio that the amount of rentable square feet of the Premises taken bears to the total rentable square feet of the Premises. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

ARTICLE 14

ASSIGNMENT AND SUBLETTING

14.1 Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all

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existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard consent document in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord; provided that such costs and expenses shall not exceed Five Thousand and 00/100 Dollars ($5,000.00) for a Transfer in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such particular proposed Transfer involves the review of documentation by Landlord on more than two (2) occasions.

14.2 Landlord’s Consent. Landlord shall not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply:

14.2.1 The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project, or would be a significantly less prestigious occupant of the Building than Tenant;

14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease;

14.2.3 The Transferee is either a governmental agency or instrumentality thereof;

14.2.4 The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested;

14.2.5 The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease;

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14.2.6 The terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); or

14.2.7 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the Project at the time of the request for consent, or (ii) is negotiating with Landlord to lease space in the Project at such time, or (iii) has negotiated with Landlord during the twelve (12)-month period immediately preceding the Transfer Notice; provided that, in any such instance, Landlord has space available in the Building at the time of the request for consent that would reasonably satisfy such proposed Transferee’s needs; or

14.2.8 The Transferee does not intend to occupy all or substantially all of the Subject Space and conduct its business therefrom for a substantial portion of the term of the Transfer.

If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may within six (6) months after Landlord’s consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord’s right of recapture, if any, under Section 14.4 of this Lease). Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, then Tenant’s sole and exclusive remedy shall be to have the dispute resolved by arbitration seeking a decree of specific performance compelling Landlord to consent. The arbitration shall be by the office of the Judicial Arbitration & Mediation Services, Inc. closest to the Project and conducted pursuant to its Streamlined Arbitration Rules and Procedures. The arbitrator’s powers shall be limited to granting or denying specific performance compelling Landlord to consent, or declaring the rights of the parties with respect to such consent. In addition, if this Lease otherwise provides for attorneys’ fees, the arbitrator may award attorneys’ fees and the fees and costs of the arbitration to the prevailing party.

14.3 Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. ”Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred

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by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions reasonably provided to the Transferee, and (iii) any legal fees and/or brokerage commissions reasonably incurred in connection with the Transfer. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

14.4 Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option, by giving written notice to Tenant within fifteen (15) business days after receipt of any Transfer Notice, to recapture the Subject Space; provided, however, that Landlord hereby acknowledges and agrees that Landlord shall have the foregoing right to recapture space only with respect to (A) a sublease of more than fifty percent (50%) of the Premises for more than eighty percent (80%) of the remainder of the Lease Term, or (B) an assignment of this Lease. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice (or at Landlord’s option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of this Article 14.

14.5 Effect of Transfer. If Landlord consents to a Transfer, (i) the TCCs of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by Tenant or an independent certified public accountant, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit.

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14.6 Additional Transfers. For purposes of this Lease, subject to the terms of Section 14.8, below, the term “Transfer” shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of more than fifty percent (50%) or more of the partners, or transfer of more than fifty percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant or (B) the sale or other transfer of an aggregate of more than fifty percent (50%) or more of the voting shares of Tenant (other than to immediate family members by reason of gift or death), within a twelve (12)-month period, or (C) the sale, mortgage, hypothecation or pledge of an aggregate of more than fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month period.

14.7 Occurrence of Default. Any Transfer hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any Transfer, Landlord shall have the right to: (i) treat such Transfer as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such Transferee attorn to and recognize Landlord as its landlord under any such Transfer. If Tenant shall be in default under this Lease, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such default is cured. Such Transferee shall rely on any representation by Landlord that Tenant is in default hereunder, without any need for confirmation thereof by Tenant. Upon any assignment, the assignee shall assume in writing all obligations and covenants of Tenant thereafter to be performed or observed under this Lease. No collection or acceptance of rent by Landlord from any Transferee shall be deemed a waiver of any provision of this Article 14 or the approval of any Transferee or a release of Tenant from any obligation under this Lease, whether theretofore or thereafter accruing. In no event shall Landlord’s enforcement of any provision of this Lease against any Transferee be deemed a waiver of Landlord’s right to enforce any term of this Lease against Tenant or any other person. If Tenant’s obligations hereunder have been guaranteed, Landlord’s consent to any Transfer shall not be effective unless the guarantor also consents to such Transfer.

14.8 Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (D) an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 (any such assignee or sublessee described in items (A) through (D) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies

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Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to Ten Million and 00/100 Dollars ($10,000,000.00), (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and (vi) the liability such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any person or entity.

ARTICLE 15

SURRENDER OF PREMISES; OWNERSHIP AND

REMOVAL OF TRADE FIXTURES

15.1 Surrender of Premises. No act or thing done by Landlord or any agent or employee of Landlord during the Lease Term shall be deemed to constitute an acceptance by Landlord of a surrender of the Premises unless such intent is specifically acknowledged in writing by Landlord. The delivery of keys to the Premises to Landlord or any agent or employee of Landlord shall not constitute a surrender of the Premises or effect a termination of this Lease, whether or not the keys are thereafter retained by Landlord, and notwithstanding such delivery Tenant shall be entitled to the return of such keys at any reasonable time upon request until this Lease shall have been properly terminated. The voluntary or other surrender of this Lease by Tenant, whether accepted by Landlord or not, or a mutual termination hereof, shall not work a merger, and at the option of Landlord shall operate as an assignment to Landlord of all subleases or subtenancies affecting the Premises or terminate any or all such sublessees or subtenancies.

15.2 Removal of Tenant Property by Tenant. Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, subject to the provisions of this Article 15, quit and surrender possession of the Premises to Landlord in as good order and condition as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, reasonable wear and tear and repairs which are specifically made the responsibility of Landlord hereunder excepted. Upon such expiration or termination, Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises all debris and rubbish, and such items of furniture, equipment, business and trade fixtures, free-standing cabinet work, movable partitions and other articles of personal property owned by Tenant or installed or placed by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be removed, and Tenant shall repair at its own expense all damage to the Premises and Building resulting from such removal.

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ARTICLE 16

HOLDING OVER

If Tenant holds over after the expiration of the Lease Term or earlier termination thereof, with or without the express or implied consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Rent shall be payable at a monthly rate equal to the product of (A) the greater of (i) the Rent applicable during the last rental period of the Lease Term under this Lease, and (ii) the then fair market value applicable to the Premises as reasonably determined by Landlord, multiplied by (B) a percentage equal to (i) one hundred fifty percent (150%) during the first two (2) months immediately following the expiration or earlier termination of the Lease Term, and (ii) two hundred percent (200%) thereafter. Such month-to-month tenancy shall be subject to every other applicable term, covenant and agreement contained herein. Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises on or before the later to occur of (i) the termination or expiration of this Lease, or (ii) the date that is thirty (30) days after Tenant’s receipt of written notice from Landlord (which notice may be provided to Tenant prior to said termination or expiration), then in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and any lost profits to Landlord resulting therefrom.

ARTICLE 17

ESTOPPEL CERTIFICATES

Within ten (10) days following a request in writing by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of Exhibit E, attached hereto (or such other form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the two (2) years prior to the current financial statement year (i) upon the

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request of a prospective buyer or lender in connection with the disposition or refinance of the Building, (ii) upon a default by Tenant beyond any applicable notice and cure period expressly set forth in this Lease, (iii) upon the filing of bankruptcy by Tenant, and/or (iv) upon Landlord’s request no more than once per calendar year for any reason other than the occurrence of the events set forth in sub-items (i) through (iii), above. Such statements shall be prepared in the form then customarily utilized by Tenant and certified by the preparing officer of the office of Tenant’s chief financial officer that, to the best of such officer’s knowledge, such statement accurately reflects Tenant’s financials during each applicable time period. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

ARTICLE 18

SUBORDINATION

This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Landlord shall use its commercially reasonable efforts to obtain non-disturbance agreement(s) in favor of Tenant from any ground lessor, mortgage holders or lien holders of Landlord who come into existence at any time following the date of this Lease and prior to the expiration of the Lease Term. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease (or enter into a new lease for the balance of the Lease Term upon the same terms and conditions) and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within five (5) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

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ARTICLE 19

DEFAULTS; REMEDIES

19.1 Events of Default. The occurrence of any of the following shall constitute a default of this Lease by Tenant:

19.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof, when due unless such failure is cured within five (5) business days after notice; or

19.1.2 Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which event the failure to perform by Tenant within such time period shall be a default by Tenant under this Section 19.1.2, any failure by Tenant to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such default, but in no event exceeding a period of time in excess of ninety (90) days after written notice thereof from Landlord to Tenant; or

19.1.3 To the extent permitted by law, (i) Tenant or any guarantor of this Lease being placed into receivership or conservatorship, or becoming subject to similar proceedings under Federal or State law, or (ii) a general assignment by Tenant or any guarantor of this Lease for the benefit of creditors, or (iii) the taking of any corporate action in furtherance of bankruptcy or dissolution whether or not there exists any proceeding under an insolvency or bankruptcy law, or (iv) the filing by or against Tenant or any guarantor of any proceeding under an insolvency or bankruptcy law, unless in the case of such a proceeding filed against Tenant or any guarantor the same is dismissed within sixty (60) days, or (v) the appointment of a trustee or receiver to take possession of all or substantially all of the assets of Tenant or any guarantor, unless possession is restored to Tenant or such guarantor within thirty (30) days, or (vi) any execution or other judicially authorized seizure of all or substantially all of Tenant’s assets located upon the Premises or of Tenant’s interest in this Lease, unless such seizure is discharged within thirty (30) days; or

19.1.4 Abandonment of all of the Premises by Tenant; or

19.1.5 The failure by Tenant to observe or perform according to the provisions of Articles 5, 14, 17 or 18 of this Lease where such failure continues for more than five (5) business days after notice from Landlord; or

19.1.6 Tenant’s failure to occupy the Premises within sixty (60) business days after the Lease Commencement Date.

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The notice periods provided herein are in lieu of, and not in addition to, any notice periods provided by law.

19.2 Remedies Upon Default. Upon the occurrence of any event of default by Tenant, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity (all of which remedies shall be distinct, separate and cumulative), the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever.

19.2.1 Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefor; and Landlord may recover from Tenant the following:

(a) The worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus

(b) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

(c) The worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

(d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including but not limited to, brokerage commissions and advertising expenses incurred, expenses of remodeling the Premises or any portion thereof for a new tenant, whether for the same or a different use, and any special concessions made to obtain a new tenant; and

(e) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

The term “rent” as used in this Section 19.2 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others. As used in Sections 19.2.1(a) and (b), above, the “worth at the time of award” shall be computed by allowing interest at the Interest Rate. As used in Section 19.2.1(c), above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

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19.2.2 Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due.

19.2.3 Landlord shall at all times have the rights and remedies (which shall be cumulative with each other and cumulative and in addition to those rights and remedies available under Sections 19.2.1 and 19.2.2, above, or any law or other provision of this Lease), without prior demand or notice except as required by applicable law, to seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any provision hereof.

19.3 Subleases of Tenant. If Landlord elects to terminate this Lease on account of any default by Tenant, as set forth in this Article 19, Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses, concessions or arrangements. In the event of Landlord’s election to succeed to Tenant’s interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder.

19.4 Form of Payment After Default. Following the second (2^nd) occurrence of an event of default by Tenant (beyond any applicable notice and cure periods) occurring within any twelve (12) month period, Landlord shall have the right to require that any or all subsequent amounts paid by Tenant to Landlord hereunder, whether to cure the default in question or otherwise, be paid in the form of cash, money order, cashier’s or certified check drawn on an institution acceptable to Landlord, or by other means approved by Landlord, notwithstanding any prior practice of accepting payments in any different form.

19.5 Efforts to Relet. No re-entry or repossession, repairs, maintenance, changes, alterations and additions, reletting, appointment of a receiver to protect Landlord’s interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or to accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Tenant hereby irrevocably waives any right otherwise available under any law to redeem or reinstate this Lease.

19.6 Landlord Default. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance of any obligation required to be performed by Landlord pursuant to this Lease if Landlord fails to perform such obligation within thirty (30) days after the receipt of notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such

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performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Upon any such default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, exercise any of its rights provided at law or in equity. Any award from a court or arbitrator in favor of Tenant requiring payment by Landlord which is not paid by Landlord within the time period directed by such award, may be offset by Tenant from Rent next due and payable under this Lease; provided, however, Tenant may not deduct the amount of the award against more than fifty percent (50%) of Base Rent next due and owing (until such time as the entire amount of such judgment is deducted) to the extent following a foreclosure or a deed-in-lieu of foreclosure.

ARTICLE 20

COVENANT OF QUIET ENJOYMENT

Landlord covenants that, provided that Tenant is not then in default hereunder beyond any applicable notice and cure periods, Tenant shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the TCCs, provisions and agreements hereof without interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or implied.

ARTICLE 21

LETTER OF CREDIT

21.1 Letter of Credit. Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, an unconditional, clean, irrevocable letter of credit (the “L-C”) in the amount set forth in Section 21.3 below (the “L-C Amount”), which L-C shall be issued by a bank which accepts deposits, maintains accounts, has a local San Francisco office which will negotiate a letter of credit, and whose deposits are insured by the FDIC, reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and a long term Fitch Rating which is not less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service or Moody’s Professional Rating Service) (collectively, the “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing until the date (the “L-C Expiration Date”) that is no less than sixty (60) days after the expiration of the Lease Term, as the same may be extended, and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least forty-five (45) days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the

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International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease, or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the benefit of creditors, or (G) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for the payment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant.

21.2 Application of L-C. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L-C upon the occurrence of any L-C Draw Event. In the event of any L-C Draw Event, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L-C, in part or in whole, to cure any such L-C Draw Event and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default of the Lease or other L-C Draw Event and/or to compensate Landlord for any and all damages arising out of, or incurred in connection with, the termination of this Lease, including, without limitation, those specifically identified in Section 1951.2 of the California Civil

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Code.The use, application or retention of the L-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L-C, and such L-C shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L-C, either prior to or following a “draw” by Landlord of any portion of the L-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L-C.No condition or term of this Lease shall be deemed to render the L-C conditional to justify the issuer of the L-C in failing to honor a drawing upon such L-C in a timely manner.Tenant agrees and acknowledges that (i) the L-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, Tenant is placed into receivership or conservatorship, and/or there is an event of a receivership, conservatorship or a bankruptcy filing by, or on behalf of, Tenant, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

21.3 L-C Amount; Maintenance of L-C by Tenant; Liquidated Damages.

21.3.1 L-C Amount. The L-C Amount shall be equal to the amount set forth in Section 8 of the Summary.

21.3.1.1 Reduction of L-C Amount. To the extent that Tenant is not in default under this Lease (beyond the applicable notice and cure period set forth in this Lease), the L-C Amount shall be reduced as follows:

Date of Reduction		L-C Amount
First day of the Option Term	$	50,000.00

Notwithstanding anything to the contrary set forth in this Section 21.3.1.1, in no event shall the L-C Amount as set forth above decrease during any period in which Tenant is in default under this Lease, but such decrease shall take place retroactively after such default is cured, provided that no such decrease shall thereafter take effect in the event this Lease is terminated early due to such default by Tenant.

21.3.2 In General. If, as a result of any drawing by Landlord of all or any portion of the L-C, the amount of the L-C shall be less than the L-C Amount, Tenant shall, within five (5) days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency, and any such additional letter(s) of credit shall comply with all of the provisions of this Article 21 and if Tenant fails to comply with the foregoing, the same shall be subject to the terms of Section 21.3.3 below. Tenant further covenants and warrants that it will neither assign nor encumber the L-C or any part thereof and that neither Landlord nor its successors or assigns will be bound by

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any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the L-C expires earlier than the L-C Expiration Date, Landlord will accept a renewal thereof (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than forty-five (45) days prior to the expiration of the L-C), which shall be irrevocable and automatically renewable as above provided through the L-C Expiration Date upon the same terms as the expiring L-C or such other terms as may be acceptable to Landlord in its sole discretion. If Tenant exercises its option to extend the Lease Term pursuant to Section 2.2 of this Lease then, not later than forty-five (45) days prior to the commencement of the Option Term, Tenant shall deliver to Landlord a new L C or certificate of renewal or extension evidencing the L-C Expiration Date as sixty (60) days after the expiration of the Option Term (provided that the foregoing shall not restrict Tenant’s right to thereafter reduce the L-C Amount effective as of the first day of the Option Term as set forth in Section 21.3.1.1, above). However, if the L-C is not timely renewed, or if Tenant fails to maintain the L-C in the amount and in accordance with the terms set forth in this Article 21, Landlord shall have the right to either (x) present the L-C to the Bank in accordance with the terms of this Article 21, and the proceeds of the L-C may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease, or (y) pursue its remedy under Section 21.3.3 below. In the event Landlord elects to exercise its rights under the foregoing item (x), (I) any unused proceeds shall constitute the property of Landlord (and not Tenant’s property or, in the event of a receivership, conservatorship, or a bankruptcy filing by Tenant, property of such receivership, conservatorship or Tenant’s bankruptcy estate) and need not be segregated from Landlord’s other assets, and (II) Landlord agrees to pay to Tenant within thirty (30) days after the L-C Expiration Date the amount of any proceeds of the L-C received by Landlord and not applied against any Rent payable by Tenant under this Lease that was not paid when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease; provided, however, that if prior to the L-C Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused L-C proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

21.4 Transfer and Encumbrance. The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to another party, person or entity, regardless of whether or not such transfer is from or as a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in under this Lease, Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L-C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith.

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21.5 L-C Not a Security Deposit. Landlord and Tenant (1) acknowledge and agree that in no event or circumstance shall the L-C or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any law applicable to security deposits in the commercial context, including, but not limited to, Section 1950.7 of the California Civil Code, as such Section now exists or as it may be hereafter amended or succeeded (the “Security Deposit Laws”), (2) acknowledge and agree that the L-C (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (3) waive any and all rights, duties and obligations that any such party may now, or in the future will, have relating to or arising from the Security Deposit Laws. Tenant hereby irrevocably waives and relinquishes the provisions of Section 1950.7 of the California Civil Code and any successor statue, and all other provisions of law, now or hereafter in effect, which (x) establish the time frame by which a landlord must refund a security deposit under a lease, and/or (y) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant or to clean the premises, it being agreed that Landlord may, in addition, claim those sums specified in this Article 21 and/or those sums reasonably necessary to (a) compensate Landlord for any loss or damage caused by Tenant’s breach of this Lease, including any damages Landlord suffers following termination of this Lease, and/or (b) compensate Landlord for any and all damages arising out of, or incurred in connection with, the termination of this Lease, including, without limitation, those specifically identified in Section 1951.2 of the California Civil Code.

21.6 Non-Interference By Tenant. Tenant agrees not to interfere in any way with any payment to Landlord of the proceeds of the L-C, either prior to or following a “draw” by Landlord of all or any portion of the L-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw down all or any portion of the L-C. No condition or term of this Lease shall be deemed to render the L-C conditional and thereby afford the Bank a justification for failing to honor a drawing upon such L-C in a timely manner. Tenant shall not request or instruct the Bank of any L-C to refrain from paying sight draft(s) drawn under such L-C.

21.7 Waiver of Certain Relief. Tenant unconditionally and irrevocably waives (and as an independent covenant hereunder, covenants not to assert) any right to claim or obtain any of the following relief in connection with the L-C:

21.7.1 A temporary restraining order, temporary injunction, permanent injunction, or other order that would prevent, restrain or restrict the presentment of sight drafts drawn under any L-C or the Bank’s honoring or payment of sight draft(s); or

21.7.2 Any attachment, garnishment, or levy in any manner upon either the proceeds of any L-C or the obligations of the Bank (either before or after the presentment to the Bank of sight drafts drawn under such L-C) based on any theory whatever.

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21.8 Remedy for Improper Drafts. Tenant’s sole remedy in connection with the improper presentment or payment of sight drafts drawn under any L-C shall be the right to obtain from Landlord a refund of the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Interest Rate and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Tenant increases the amount of such L-C to the amount (if any) then required under the applicable provisions of this Lease. Tenant acknowledges that the presentment of sight drafts drawn under any L-C, or the Bank’s payment of sight drafts drawn under such L-C, could not under any circumstances cause Tenant injury that could not be remedied by an award of money damages, and that the recovery of money damages would be an adequate remedy therefor. In the event Tenant shall be entitled to a refund as aforesaid and Landlord shall fail to make such payment within ten (10) business days after demand, Tenant shall have the right to deduct the amount thereof together with interest thereon at the Interest Rate from the next installment(s) of Base Rent.

ARTICLE 22

SUBSTITUTION OF OTHER PREMISES

Landlord may elect, by written notice to Tenant, to substitute for the Premises other office space in the Building (herein called the “Substitute Premises”) designated by Landlord, provided that such Substitute Premises shall be comparable to the Premises (e.g. comparable size, comparable finishes, comparable number of offices and conference rooms, comparable ceiling treatment, doors and hardware). Such notice shall be accompanied by a space plan of the Substitute Premises, and indicate the area of the Substitute Premises, which space plan shall be approved by Tenant within three (3) business days following Landlord’s delivery thereof (such approval not to be unreasonably withheld, conditioned or delayed). Upon receipt of any such notice from Landlord, Tenant will reasonably cooperate with Landlord to supply such information as may be necessary to allow Landlord’s architects, at Landlord’s cost, to prepare plans and specifications for the Substitute Premises in a form which is complete to allow subcontractors to bid on the work, and which are a logical extension of the space plan of the Substitute Premises (as reasonably determined by Landlord) and otherwise in accordance with Building standards (collectively, the “Relocation Plans”), and Landlord shall thereafter build out the Substitute Premises in accordance with the Relocation Plans. Notwithstanding anything to the contrary set forth in this Article 22, to the extent Tenant request any upgrades in the improvements located in such Substitute Premises vis-à-vis the improvements then existing in the Premises (e.g., specialty finishes such as glass, ceiling treatments, specialty lighting, built-in or custom cabinetry), Tenant shall pay to Landlord, promptly upon billing therefor, all costs and expenses incurred by Landlord in connection with such upgraded improvements. Tenant shall vacate and surrender the Premises and shall occupy the Substitute Premises upon substantial completion of the work to be performed by Landlord in the Substitute Premises pursuant to the Relocation Plans and this Article 22 (and Landlord shall provide Tenant with at least thirty (30) days’ notice of Landlord’s substantial completion of the improvements within the Substitute Premises so that Tenant shall have a reasonable opportunity to schedule the move of its personal property from the Premises into the Substitute Premises over a weekend (other than a holiday weekend)). Further, Landlord shall, at Landlord’s expense, (i) furnish and install in the

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Substitute Premises fixtures, equipment, improvements and appurtenances at least equal in quality to those contained in the Premises at the time such notice of substitution is given by Landlord, in accordance with the Relocation Plans, (ii) provide sufficient personnel to perform under Tenant’s direction the moving of Tenant’s Property from the Premises to the Substitute Premises, and (iii) reimburse Tenant for all actual and reasonable out-of-pocket costs incurred by Tenant in connection with its move from the Premises to the Substitute Premises, including, without limitation, the cost to install new communications and computer lines (to the extent not installed by Landlord as part of its installation of the improvements in the Substitute Premises), the cost to move Tenant’s furniture from the Premises to the Substitute Premises, and the cost of reasonable amounts of replacement stationery. Tenant agrees to cooperate with Landlord so as to facilitate the prompt completion by Landlord of its obligations under this Article and the prompt surrender by Tenant of the Premises. Without limiting the generality of the preceding sentence, Tenant agrees (A) to provide to Landlord promptly any approvals or instructions and any other information reasonably requested by Landlord in connection with the preparation of the Relocation Plans, and (B) to perform promptly in the Substitute Premises any work to be performed therein by Tenant to prepare the same for Tenant’s occupancy. In the event Tenant is relocated in accordance with this Article 22, and the rentable area of the Substitute Premises is not equal to the rentable area of the Premises, all amounts, percentages and figures appearing or referred to in this Lease based upon such rentable area (including, without limitation, the amounts of the Rent and Tenant’s Share) shall be modified accordingly; provided, however, that notwithstanding the foregoing, Tenant’s Base Rent shall not increase as a result of such relocation. Simultaneously with such relocation of the Premises, the parties shall immediately execute an amendment to this Lease stating the relocation of the Premises, and amending those Sections of the Summary, and replacing Exhibit A to this Lease, as shall be necessary to accurately describe the Substitute Premises (including, without limitation, the location and the rentable area of the Substitute Premises).

ARTICLE 23

SIGNS

23.1 Full Floors. Subject to Landlord’s prior written approval, in its sole discretion, and provided all signs are in keeping with the quality, design and style of the Building and Project, Tenant, if the Premises comprise an entire floor of the Building, at its sole cost and expense, may install identification signage anywhere in the Premises including in the elevator lobby of the Premises, provided that such signs must not be visible from the exterior of the Building.

23.2 Multi-Tenant Floors. If other tenants occupy space on the floor on which the Premises is located, Tenant’s identifying signage shall be provided by Landlord, at Landlord’s cost (as opposed to any replacement suite signage requested by Tenant during the Lease Term, the cost of which shall be Tenant’s), and such signage shall be comparable to that used by Landlord for other similar floors in the Building and shall comply with Landlord’s Building standard signage program.

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23.3 Prohibited Signage and Other Items. Any signs, notices, logos, pictures, names or advertisements which are installed and that have not been separately approved by Landlord may be removed without notice by Landlord at the sole expense of Tenant. Tenant may not install any signs on the exterior or roof of the Project or the Common Areas. Any signs, window coverings, or blinds (even if the same are located behind the Landlord-approved window coverings for the Building), or other items visible from the exterior of the Premises or Building, shall be subject to the prior approval of Landlord, in its sole discretion.

23.4 Building Directory. A building directory will be located in the lobby of the Building. Tenant shall have the right, at Landlord’s sole cost and expense as to Tenant’s initial name strips, to designate Tenant’s Share of name strips to be displayed under Tenant’s entry in such directory.

ARTICLE 24

COMPLIANCE WITH LAW

Tenant shall not do anything or suffer anything to be done in or about the Premises or the Project which will in any way conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated (collectively, “Applicable Laws”). At its sole cost and expense, Tenant shall promptly comply with all such Applicable Laws which relate to (i) Tenant’s use of the Premises for non-general office use, (ii) the Alterations or the Improvements in the Premises, or (iii) the Base Building, but, as to the Base Building, only to the extent such obligations are triggered by Tenant’s Alterations, the Improvements, or use of the Premises for non-general office use. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Tenant has violated any of said governmental measures, shall be conclusive of that fact as between Landlord and Tenant. Landlord shall comply with all Applicable Laws relating to the Base Building, provided that compliance with such Applicable Laws is not the responsibility of Tenant under this Lease, and provided further that Landlord’s failure to comply therewith would (w) prohibit Tenant from obtaining or maintaining a building permit or a certificate of occupancy or its legal equivalent for the Premises, or (x) would (on other than a de minimus basis) negatively affect the safety of Tenant’s employees or create a health hazard for Tenant’s employees, or (y) would materially impair Tenant’s use and occupancy of or reasonable access to the Premises for the Permitted Use, or (z) materially impair Tenant’s ability to perform, or materially delay Tenant’s performance of, Alterations in the Premises; provided that, Landlord shall have no obligation to make any changes to the Premises as may be required to be made in connection with Alterations in the Premises. Landlord shall be permitted to include in Operating Expenses any costs or expenses incurred by Landlord under this Article 24 to the extent consistent with the terms of Section 4.2.4, above. Notwithstanding anything to the contrary set forth in this Article 24, Landlord covenants that as of the Lease Commencement Date, the Premises (including the Improvements) shall be in compliance with all Applicable Laws in effect as of the Lease Commencement Date to the extent required to allow the legal occupancy of the Premises.

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ARTICLE 25

LATE CHARGES

If any installment of Rent or any other sum due from Tenant shall not be received by Landlord or Landlord’s designee when due, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of the overdue amount plus any attorneys’ fees incurred by Landlord by reason of Tenant’s failure to pay Rent and/or other charges when due hereunder; provided, however, with regard to the first such failure in any twelve (12) month period, Landlord will waive such late charge to the extent Tenant cures such failure within five (5) days following Tenant’s receipt of written notice from Landlord that the same was not received when due. The late charge shall be deemed Additional Rent and the right to require it shall be in addition to all of Landlord’s other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner. In addition to the late charge described above, any Rent or other amounts owing hereunder which are not paid within ten (10) days after the date they are due shall bear interest from the date when due until paid at the “Interest Rate.” For purposes of this Lease, the “Interest Rate” shall be an annual rate equal to the lesser of (i) the annual “Bank Prime Loan” rate cited in the Federal Reserve Statistical Release Publication H.15(519), published weekly (or such other comparable index as Landlord and Tenant shall reasonably agree upon if such rate ceases to be published), plus four (4) percentage points, and (ii) the highest rate permitted by applicable law.

ARTICLE 26

LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT

26.1 Landlord’s Cure. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any reduction of Rent, except to the extent, if any, otherwise expressly provided herein. If Tenant shall fail to perform any obligation under this Lease, and such failure shall continue in excess of the time allowed under Section 19.1.2, above, unless a specific time period is otherwise stated in this Lease, Landlord may, but shall not be obligated to, make any such payment or perform any such act on Tenant’s part without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder.

26.2 Tenant’s Reimbursement. Except as may be specifically provided to the contrary in this Lease, Tenant shall pay to Landlord, upon delivery by Landlord to Tenant of statements therefor: (i) sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with the remedying by Landlord of Tenant’s defaults pursuant to the provisions of Section 26.1; (ii) sums equal to all losses, costs, liabilities, damages and expenses referred to in Section 10.1 of this Lease; and (iii) in connection with any default by Tenant under this Lease, sums equal to all expenditures made and obligations incurred by Landlord in collecting or attempting to collect the Rent or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, including, without limitation, all legal fees and other amounts so expended. Tenant’s obligations under this Section 26.2 shall survive the expiration or sooner termination of the Lease Term.

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ARTICLE 27

ENTRY BY LANDLORD

Landlord reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least twenty-four (24) hours prior notice to Tenant (except in the case of an emergency) to enter the Premises to (i) inspect them; (ii) show the Premises to prospective purchasers, or to current or prospective mortgagees, ground or underlying lessors or insurers, or during the last twelve (12) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building if necessary to comply with current building codes or other Applicable Laws, or for structural alterations, repairs or improvements to the Building or the Building’s systems and equipment. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (x) emergencies, (y) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (z) repairs which are the obligation of Tenant hereunder, any such entry shall be performed in a manner so as not to unreasonably interfere with Tenant’s use of the Premises and shall be performed after normal business hours if reasonably practical. With respect to items (y) and (z) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant’s use of, or access to, the Premises. Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant’s business, lost profits, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the above purposes, Landlord shall at all times have a key with which to unlock all the doors in the Premises, excluding Tenant’s vaults, safes and special security areas designated in advance by Tenant. In an emergency, Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations or decorations except as otherwise expressly agreed to be performed by Landlord herein.

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ARTICLE 28

TENANT PARKING

Tenant may rent from Landlord, on a monthly basis throughout the Lease Term, commencing on the Lease Commencement Date, up to the amount of unreserved parking passes set forth in Section 9 of the Summary, all of which parking passes shall pertain to the Project parking facility. Tenant shall pay to Landlord (or its designee) for the reserved parking passes on a monthly basis at the prevailing rate charged from time to time at the location of such parking passes, and Tenant’s unreserved parking passes shall be without charge for the initial Lease Term only (excepting only any parking taxes or other charges imposed by governmental authorities in connection with the use of such parking [as more particularly contemplated below]). In addition to any fees that may be charged to Tenant in connection with its parking of automobiles in the Project parking facility, Tenant shall be responsible for the full amount of any taxes imposed by any governmental authority in connection with the renting of such parking passes by Tenant or the use of the parking facility by Tenant. Tenant’s continued right to use the parking passes is conditioned upon Tenant abiding by all rules and regulations which are prescribed from time to time for the orderly operation and use of the parking facility where the parking passes are located, including any sticker or other identification system established by Landlord, Tenant’s cooperation in seeing that Tenant’s employees and visitors also comply with such rules and regulations and Tenant not being in default under this Lease. Subject to Tenant’s continued entitlement to the amount of parking passes set forth in Section 9 of the Summary, Landlord specifically reserves the right to change the size, configuration, design, layout and all other aspects of the Project parking facility at any time and Tenant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and without any abatement of Rent under this Lease, from time to time, close-off or restrict access to the Project parking facility for purposes of permitting or facilitating any such construction, alteration or improvements. Landlord may delegate its responsibilities hereunder to a parking operator in which case such parking operator shall have all the rights of control attributed hereby to the Landlord. The parking passes rented by Tenant pursuant to this Article 28 are provided to Tenant solely for use by Tenant’s own personnel and such passes may not be transferred, assigned, subleased or otherwise alienated by Tenant without Landlord’s prior approval. Tenant may validate visitor parking by such method or methods as the Landlord may establish, at the validation rate from time to time generally applicable to visitor parking.

ARTICLE 29

MISCELLANEOUS PROVISIONS

29.1 Terms; Captions. The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as though in each case fully expressed. The captions of Articles and Sections are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Articles and Sections.

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29.2 Binding Effect. Subject to all other provisions of this Lease, each of the covenants, conditions and provisions of this Lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of Landlord and of Tenant, but also of their respective heirs, personal representatives, successors or assigns, provided this clause shall not permit any assignment by Tenant contrary to the provisions of Article 14 of this Lease.

29.3 No Air Rights. No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. If at any time any windows of the Premises are temporarily darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in or about the Project, the same shall be without liability to Landlord and without any reduction or diminution of Tenant’s obligations under this Lease.

29.4 Modification of Lease. Should any current or prospective mortgagee or ground lessor for the Building or Project require a modification of this Lease, which modification will not cause an increased cost or expense to Tenant or in any other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are reasonably required therefor and to deliver the same to Landlord within ten (10) days following a request therefor. At the request of Landlord or any mortgagee or ground lessor, Tenant agrees to execute a short form of Lease and deliver the same to Landlord within ten (10) days following the request therefor.

29.5 Transfer of Landlord’s Interest. Tenant acknowledges that Landlord has the right to transfer all or any portion of its interest in the Project or Building and in this Lease, and Tenant agrees that in the event of any such transfer, Landlord shall automatically be released from all liability thereafter arising under this Lease and Tenant agrees to look solely to such transferee for the performance of Landlord’s obligations hereunder after the date of transfer and such transferee shall be deemed to have fully assumed and be liable for all obligations of this Lease to be performed by Landlord, including the return of any Security Deposit, and Tenant shall attorn to such transferee. Tenant further acknowledges that Landlord may assign its interest in this Lease to a mortgage lender as additional security and agrees that such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the performance of its obligations hereunder.

29.6 Prohibition Against Recording. Except as provided in Section 29.4 of this Lease, neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant.

29.7 Landlord’s Title. Landlord’s title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord.

29.8 Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant.

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29.9 Application of Payments. Landlord shall have the right to apply payments received from Tenant pursuant to this Lease, regardless of Tenant’s designation of such payments, to satisfy any obligations of Tenant hereunder, in such order and amounts as Landlord, in its sole discretion, may elect.

29.10 Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor.

29.11 Partial Invalidity. If any term, provision or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law.

29.12 No Warranty. In executing and delivering this Lease, Tenant has not relied on any representations, including, but not limited to, any representation as to the amount of any item comprising Additional Rent or the amount of the Additional Rent in the aggregate or that Landlord is furnishing the same services to other tenants, at all, on the same level or on the same basis, or any warranty or any statement of Landlord which is not set forth herein or in one or more of the exhibits attached hereto.

29.13 Landlord Exculpation. The liability of Landlord or the Landlord Parties to Tenant for any default by Landlord under this Lease or arising in connection herewith or with Landlord’s operation, management, leasing, repair, renovation, alteration or any other matter relating to the Project or the Premises shall be limited solely and exclusively to an amount which is equal to the net interest of Landlord (following payment of any outstanding liens and/or mortgages, whether attributable to sales or insurance proceeds or otherwise) in the Building (including any insurance or rental proceeds which Landlord receives). Neither Landlord, nor any of the Landlord Parties shall have any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. The limitations of liability contained in this Section 29.13 shall inure to the benefit of Landlord’s and the Landlord Parties’ present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents and employees, and their respective partners, heirs, successors and assigns. Under no circumstances shall any present or future partner of Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust), have any liability for the performance of Landlord’s obligations under this Lease. Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Parties shall be liable under any circumstances for injury or damage to, or interference with, Tenant’s business, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring.

29.14 Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease constitutes the parties’ entire agreement with respect to the leasing of the Premises and supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease. None of the terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to except in writing signed by the parties hereto.

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29.15 Right to Lease. Landlord reserves the absolute right to effect such other tenancies in the Project as Landlord in the exercise of its sole business judgment shall determine to best promote the interests of the Building or Project. Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or type or number of tenants shall, during the Lease Term, occupy any space in the Building or Project.

29.16 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, except with respect to the obligations imposed with regard to Rent and other charges to be paid by Tenant pursuant to this Lease and except as to Tenant’s obligations under Articles 5 and 24 of this Lease (collectively, a “Force Majeure”), notwithstanding anything to the contrary contained in this Lease, shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Lease specifies a time period for performance of an obligation of either party, that time period shall be extended by the period of any delay in such party’s performance caused by a Force Majeure.

29.17 Waiver of Redemption by Tenant. Tenant hereby waives, for Tenant and for all those claiming under Tenant, any and all rights now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ, Tenant’s right of occupancy of the Premises after any termination of this Lease.

29.18 Notices. All notices, demands, statements or communications (collectively, “Notices”) given or required to be given by either party to the other hereunder shall be in writing, shall be (A) delivered by a nationally recognized overnight courier, or (B) delivered personally. Any such Notice shall be delivered (i) to Tenant at the appropriate address set forth in Section 10 of the Summary, or to such other place as Tenant may from time to time designate in a Notice to Landlord; or (ii) to Landlord at the addresses set forth in Section 11 of the Summary, or to such other firm or to such other place as Landlord may from time to time designate in a Notice to Tenant. Any Notice will be deemed given on the date of receipted delivery, of refusal to accept delivery, or when delivery is first attempted but cannot be made due to a change of address for which no Notice was given. If Tenant is notified of the identity and address of Landlord’s mortgagee or ground or underlying lessor, Tenant shall give to such mortgagee or ground or underlying lessor written notice of any default by Landlord under the terms of this Lease by registered or certified mail, and such mortgagee or ground or underlying lessor shall be given a reasonable opportunity to cure such default (but in no event less than thirty (30) days following such mortgagee or ground or underlying lessor’s receipt of such notice) prior to Tenant’s exercising any remedy available to Tenant. The party delivering Notice shall use commercially reasonable efforts to provide a courtesy copy of each such Notice to the receiving party via electronic mail. As of the date of this Lease, any Notices to Landlord must be delivered to the following addresses:

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Kilroy Realty, L.P.,

c/o Kilroy Realty Corporation

12200 West Olympic Boulevard, Suite 200

Los Angeles, California 90064

Attention: Legal Department

with copies to:

Kilroy Realty Corporation

12200 West Olympic Boulevard, Suite 200

Los Angeles, California 90064

and

Kilroy Realty Corporation

303 Second Street

Office of the Building, Suite 210

South San Francisco, California 94107

and

Allen Matkins Leck

Gamble Mallory & Natsis LLP

1901 Avenue of the Stars, Suite 1800

Los Angeles, California 90067-6019

29.19 Joint and Several. If there is more than one Tenant, the obligations imposed upon Tenant under this Lease shall be joint and several.

29.20 Authority. If Tenant is a corporation, trust or partnership, each individual executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so. In such event, Tenant shall, within ten (10) days after execution of this Lease, deliver to Landlord satisfactory evidence of such authority.

29.21 Attorneys’ Fees. In the event that either Landlord or Tenant should bring suit for the possession of the Premises, for the recovery of any sum due under this Lease, or because of the breach of any provision of this Lease or for any other relief against the other, then all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party therein shall be paid by the other party, which obligation on the part of the other party shall be deemed to have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted to judgment.

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29.22 Governing Law; WAIVER OF TRIAL BY JURY. This Lease shall be construed and enforced in accordance with the laws of the State of California. IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN THE INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. IN THE EVENT LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR NONPAYMENT OF BASE RENT OR ADDITIONAL RENT, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW.

29.23 Submission of Lease. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of, option for or option to lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant.

29.24 Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 12 of the Summary (the “Brokers”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Landlord shall pay the Brokers pursuant to the terms of separate commission agreements. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifying party.

29.25 Independent Covenants. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against Landlord, except as otherwise expressly provided herein.

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29.26 Project or Building Name and Signage. Landlord shall have the right at any time to change the name of the Project or Building and to install, affix and maintain any and all signs on the exterior and on the interior of the Project or Building as Landlord may, in Landlord’s sole discretion, desire. Tenant shall not use the name of the Project or Building or use pictures or illustrations of the Project or Building in advertising or other publicity or for any purpose other than as the address of the business to be conducted by Tenant in the Premises, without the prior written consent of Landlord.

29.27 Counterparts. This Lease may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single lease.

29.28 Confidentiality. Tenant acknowledges that the content of this Lease and any related documents are confidential information. Except as otherwise provided or required by valid law, Tenant shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial, legal, and space planning consultants, and any proposed Transferee (provided that Tenant advises such proposed Transferee of the confidential nature of this Lease).

29.29 Transportation Management. Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Building, 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.

29.30 Building Renovations. It is specifically understood and agreed that Landlord has made no representation or warranty to Tenant and has no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, Building, or any part thereof and that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant except as specifically set forth herein or in the Work Letter. However, Tenant hereby acknowledges that Landlord is currently renovating or may during the Lease Term renovate, improve, alter, or modify (collectively, the “Renovations”) the Project, the Building and/or the Premises including without limitation the parking structure, common areas, systems and equipment, roof, and structural portions of the same, which Renovations may include, without limitation, (i) installing sprinklers in the Building common areas and tenant spaces, (ii) modifying the common areas and tenant spaces to comply with applicable laws and regulations, including regulations relating to the physically disabled, seismic conditions, and building safety and security, and (iii) installing new floor covering, lighting, and wall coverings in the Building common areas, and in connection with any Renovations, Landlord may, among other things, erect scaffolding or other necessary structures in the Building, limit or eliminate access to portions of the Project, including portions of the common areas, or perform work in the Building, which work may create noise, dust or leave debris in the Building. Tenant hereby agrees that such Renovations and Landlord’s actions in connection with such Renovations shall in no way constitute a constructive eviction of Tenant nor

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entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from the Renovations or Landlord’s actions in connection with such Renovations, or for any inconvenience or annoyance occasioned by such Renovations or Landlord’s actions.

29.31 No Violation. Tenant hereby warrants and represents that neither its execution of nor performance under this Lease shall cause Tenant to be in violation of any agreement, instrument, contract, law, rule or regulation by which Tenant is bound, and Tenant shall protect, defend, indemnify and hold Landlord harmless against any claims, demands, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising from Tenant’s breach of this warranty and representation.

29.32 Communications and Computer Lines. Tenant may install, maintain, replace, remove or use any communications or computer wires and cables (collectively, the “Lines”) at the Project in or serving the Premises, provided that (i) Tenant shall obtain Landlord’s prior written consent, use an experienced and qualified contractor reasonably designated by Landlord, and comply with all of the other provisions of Articles 7 and 8 of this Lease, (ii) an acceptable number of spare Lines and space for additional Lines shall be maintained for existing and future occupants of the Project, as determined in Landlord’s reasonable opinion, (iii) the Lines therefor (including riser cables) shall be (x) appropriately insulated to prevent excessive electromagnetic fields or radiation, (y) surrounded by a protective conduit reasonably acceptable to Landlord, and (z) identified in accordance with the “Identification Requirements,” as that term is set forth hereinbelow, (iv) any new or existing Lines servicing the Premises shall comply with all applicable governmental laws and regulations, and (v) Tenant shall pay all costs in connection therewith. All Lines shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Lines with wire) to show Tenant’s name, suite number, telephone number and the name of the person to contact in the case of an emergency (A) every four feet (4’) outside the Premises (specifically including, but not limited to, the electrical room risers and other Common Areas), and (B) at the Lines’ termination point(s) (collectively, the “Identification Requirements”). Landlord reserves the right to require that Tenant remove any Lines located in or serving the Premises which are installed in violation of these provisions, or which are at any time (1) are in violation of any Applicable Laws, (2) are inconsistent with then-existing industry standards (such as the standards promulgated by the National Fire Protection Association (e.g., such organization’s “2002 National Electrical Code”)), or (3) otherwise represent a dangerous or potentially dangerous condition. Landlord further reserves the right to require that Tenant remove any and all Lines installed by or on behalf of Tenant located in or serving the Premises upon the expiration of the Lease Term or upon any earlier termination of this Lease.

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29.33 Hazardous Substances.

29.33.1 Definitions. For purposes of this Lease, the following definitions shall apply: “Hazardous Material(s)” shall mean any solid, liquid or gaseous substance or material that is described or characterized as a toxic or hazardous substance, waste, material, pollutant, contaminant or infectious waste, or any matter that in certain specified quantities would be injurious to the public health or welfare, or words of similar import, in any of the “Environmental Laws,” as that term is defined below, or any other words which are intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity or reproductive toxicity and includes, without limitation, asbestos, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), petroleum products, polychlorinated biphenyls, urea formaldehyde, radon gas, nuclear or radioactive matter, medical waste, soot, vapors, fumes, acids, alkalis, chemicals, microbial matters (such as molds, fungi or other bacterial matters), biological agents and chemicals which may cause adverse health effects, including but not limited to, cancers and /or toxicity. ”Environmental Laws” shall mean any and all federal, state, local or quasi-governmental laws (whether under common law, statute or otherwise), ordinances, decrees, codes, rulings, awards, rules, regulations or guidance or policy documents now or hereafter enacted or promulgated and as amended from time to time, in any way relating to (i) the protection of the environment, the health and safety of persons (including employees), property or the public welfare from actual or potential release, discharge, escape or emission (whether past or present) of any Hazardous Materials or (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any Hazardous Materials.

29.33.2 Compliance with Environmental Laws. Landlord covenants that during the Lease Term, Landlord shall comply with all Environmental Laws in accordance with, and as required by, the TCCs of Article 24 of this Lease. Tenant represents and warrants that, except as herein set forth, it will not use, store or dispose of any Hazardous Materials in or on the Premises. However, notwithstanding the preceding sentence, Landlord agrees that Tenant may use, store and properly dispose of commonly available household cleaners and chemicals to maintain the Premises and Tenant’s routine office operations (such as printer toner and copier toner) (hereinafter the “Permitted Chemicals”). Landlord and Tenant acknowledge that any or all of the Permitted Chemicals described in this paragraph may constitute Hazardous Materials. However, Tenant may use, store and dispose of same, provided that in doing so, Tenant fully complies with all Environmental Laws.

29.33.3 Tenant Hazardous Materials. Tenant will (i) obtain and maintain in full force and effect all Environmental Permits (as defined below) that may be required from time to time under any Environmental Laws applicable to Tenant or the Premises, and (ii) be and remain in compliance with all terms and conditions of all such Environmental Permits and with all other Environmental Laws. ”Environmental Permits” means, collectively, any and all permits, consents, licenses, approvals and registrations of any nature at any time required pursuant to, or in order to comply with any Environmental Law. On or before the Lease Commencement Date and on each annual anniversary of the Commencement Date thereafter, as well as at any other time following Tenant’s receipt of a reasonable request from Landlord, Tenant agrees to deliver to Landlord a list of all Hazardous Materials anticipated to be used by Tenant in the Premises and the quantities thereof. Upon the expiration or earlier termination of this Lease, Tenant agrees to promptly remove from the Premises, the Building and the Project, at its sole cost and expense, any and all Hazardous Materials,

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including any equipment or systems containing Hazardous Materials, which are installed, brought upon, stored, used, generated or released upon, in, under or about the Premises, the Building, and/or the Project or any portion thereof by Tenant and/or any Tenant Parties (such obligation to survive the expiration or sooner termination of this Lease). Nothing in this Lease shall impose any liability on Tenant for any Hazardous Materials in existence on the Premises, Building or Project prior to the Lease Commencement Date or brought onto the Premises, Building or Project after the Lease Commencement Date by any third parties not under Tenant’s control.

29.33.4 Landlord’s Right of Environmental Audit. Landlord may, upon reasonable notice to Tenant, be granted access to and enter the Premises no more than once annually to perform or cause to have performed an environmental inspection, site assessment or audit. Such environmental inspector or auditor may be chosen by Landlord, in its sole discretion, and be performed at Landlord’s sole expense. To the extent that the report prepared upon such inspection, assessment or audit, indicates the presence of Hazardous Materials in violation of Environmental Laws as a result of Tenant or the Tenant Parties or anyone claiming through Tenant and/or the Tenant Parties, respectively, Tenant shall promptly, at Tenant’s sole expense, comply with such recommendations or suggestions, including, but not limited to performing such additional investigative or subsurface investigations or remediation(s) as recommended by such inspector or auditor. Notwithstanding the above, if at any time, Landlord has actual notice or reasonable cause to believe that Tenant has violated, or permitted any violations of any Environmental Law, then Landlord will be entitled to perform its environmental inspection, assessment or audit at any time, notwithstanding the above mentioned annual limitation, and Tenant must reimburse Landlord for the cost or fees incurred for such as Additional Rent.

29.33.5 Indemnifications. Landlord agrees to indemnify, defend, protect and hold harmless the Tenant Parties from and against any liability, obligation, damage or costs, including without limitation, attorneys’ fees and costs, resulting directly or indirectly from any use, presence, removal or disposal of any Hazardous Materials to the extent such liability, obligation, damage or costs was a result of actions caused or knowingly permitted by Landlord or a Landlord Party. Tenant agrees to indemnify, defend, protect and hold harmless the Landlord Parties from and against any liability, obligation, damage or costs, including without limitation, attorneys’ fees and costs, resulting directly or indirectly from any use, presence, removal or disposal of any Hazardous Materials or breach of any provision of this section, to the extent such liability, obligation, damage or costs was a result of actions caused or permitted by Tenant or a Tenant Party.

29.34 LEED Gold Project. Landlord and Tenant hereby acknowledge that (i) the Project has attained from the U.S. Green Building Council’s Leadership in Energy and Environmental Design (“LEED”), a certification of “Gold” pursuant to its rating system, (ii) “sustainability” is a mutually identified goal of both Landlord and Tenant in connection with the Project, Building and Premises, and (iii) accordingly, Landlord has developed, and will further refine and implement, reasonable sustainability practices for the Project, specifically including, but not limited to, measures calculated to support and achieve Landlord’s reasonable energy and carbon reduction targets.

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29.35 Development of the Project.

29.35.1 Subdivision. Landlord reserves the right to further subdivide all or a portion of the Project. Tenant agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents needed to conform this Lease to the circumstances resulting from such subdivision.

29.35.2 The Other Improvements. If portions of the Project or property adjacent to the Project (collectively, the “Other Improvements”) are owned by an entity other than Landlord, Landlord, at its option, may enter into an agreement with the owner or owners of any or all of the Other Improvements to provide (i) for reciprocal rights of access and/or use of the Project and the Other Improvements, (ii) for the common management, operation, maintenance, improvement and/or repair of all or any portion of the Project and the Other Improvements, (iii) for the allocation of a portion of the Direct Expenses to the Other Improvements and the operating expenses and taxes for the Other Improvements to the Project, and (iv) for the use or improvement of the Other Improvements and/or the Project in connection with the improvement, construction, and/or excavation of the Other Improvements and/or the Project. Nothing contained herein shall be deemed or construed to limit or otherwise affect Landlord’s right to convey all or any portion of the Project or any other of Landlord’s rights described in this Lease.

29.35.3 Construction of Project and Other Improvements. Tenant acknowledges that portions of the Project and/or the Other Improvements may be under construction following Tenant’s occupancy of the Premises, and that such construction may result in levels of noise, dust, obstruction of access, etc. which are in excess of that present in a fully constructed project. Tenant hereby waives any and all rent offsets or claims of constructive eviction which may arise in connection with such construction.

29.36 Office and Communications Services.

29.36.1 The Provider. Landlord has advised Tenant that certain office and communications services may be offered to tenants of the Building by a concessionaire under contract to Landlord (“Provider”). Tenant shall be permitted to contract with Provider for the provision of any or all of such services on such terms and conditions as Tenant and Provider may agree.

29.36.2 Other Terms. Tenant acknowledges and agrees that: (i) Landlord has made no warranty or representation to Tenant with respect to the availability of any such services, or the quality, reliability or suitability thereof; (ii) the Provider is not acting as the agent or representative of Landlord in the provision of such services, and Landlord shall have no liability or responsibility for any failure or inadequacy of such services, or any equipment or facilities used in the furnishing thereof, or any act or omission of Provider, or its agents, employees, representatives, officers or contractors; (iii) Landlord shall have no responsibility or liability for the installation, alteration, repair, maintenance, furnishing, operation, adjustment or removal of any such services, equipment or facilities; and (iv) any contract or other agreement between Tenant and Provider shall be independent of this Lease, the obligations of Tenant hereunder, and the rights of Landlord hereunder, and, without limiting the foregoing, no default or failure of Provider with respect to any such services, equipment or facilities, or under any contract or agreement relating thereto, shall have any

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effect on this Lease or give to Tenant any offset or defense to the full and timely performance of its obligations hereunder, or entitle Tenant to any abatement of rent or additional rent or any other payment required to be made by Tenant hereunder, or constitute any accrual or constructive eviction of Tenant, or otherwise give rise to any other claim of any nature against Landlord.

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date first above written.

“LANDLORD”:
KILROY REALTY 303, LLC,
a Delaware limited liability company
By:     Kilroy Realty, L.P.,
a Delaware limited partnership,
Its Sole Member
By:     Kilroy Realty Corporation,
a Maryland Corporation,
Its General Partner
	By:	/s/ Heidi R. Roth
	Name:	Heidi R. Roth
	Title:	Senior Vice President and Controller
	By:	/s/ A. Christian Krogh
	Name:	A. Christian Krogh
	Title:	Vice President Asset Management
“TENANT”:
APPDYNAMICS, INC.,
a Delaware corporation
By:	/s/ Jyoti Bansal
Name:	Jyoti Bansal
Its:	President & CEO
By:	/s/ Stuart Horne
Name:	Stuart Horne
Its:	Vice President Business Developement

EXHIBIT A

303 SECOND STREET

OUTLINE OF PREMISES

EXHIBIT A

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EXHIBIT B

303 SECOND STREET

WORK LETTER

This Work Letter shall set forth the terms and conditions relating to the construction of the “Improvements,” as that term is defined in Section 1, below, in the Premises. This Work Letter is essentially organized chronologically and addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction of the Premises. All references in this Work Letter to Articles or Sections of “this Lease” shall mean the relevant portion of Articles 1 through 29 of the Office Lease to which this Work Letter is attached as Exhibit B and of which this Work Letter forms a part, and all references in this Work Letter to Sections of “this Work Letter” shall mean the relevant portion of Sections 1 through 6 of this Work Letter.

ARTICLE 1

IMPROVEMENTS

Landlord and Tenant have approved that certain space plan for the Premises prepared by Hooks ASD, dated as of April 14, 2011 (the “Approved Space Plan”). The Approved Space Plan is attached to this Work Letter as Schedule 1. Immediately following Tenant’s execution and delivery of this Lease, Tenant shall cooperate in good faith with Landlord’s architects and engineers to supply such information as is necessary to allow Landlord’s architects and engineers to complete the architectural and engineering drawings for the Premises, and the final architectural working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits and in a manner consistent with, and which are a logical extension of, the Approved Space Plan (as reasonably determined by Landlord) and otherwise in accordance with Building standards (collectively, the “Approved Working Drawings”). Using Building standard materials, methods, components and finishes, Landlord shall cause the installation and/or construction of those certain items (exclusive of any and all benches, furniture, fixtures, and equipment (collectively, the “Tenant FF&E”)) identified on the Approved Working Drawings (the “Improvements”). Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that the Improvements shall include, without limitation, (i) one (1) coat of Building standard paint, with the “base” color to be selected by Landlord and the “accent” color to be selected by Tenant within three (3) business days following Landlord’s request for such selection (provided that such accent color must be reasonably available and otherwise reasonably coordinate with the “base” color selected by Landlord), (ii) Building standard carpet selected by Landlord, and (iii) wall or floor feeds, as applicable, to Tenant’s benches (as opposed to distribution through Tenant’s benches) to the extent necessary based on the Approved Space Plan and/or the Approved Working Drawings. Tenant shall make no changes, additions or modifications to the Improvements or the Approved Space Plan or the Approved Working Drawings (once completed) or require the installation of any “Non-Conforming Improvements,” as defined in Article 2, below without the prior written consent

EXHIBIT B

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of Landlord, which consent may be withheld in Landlord’s sole discretion if such change or modification would directly or indirectly delay the “Substantial Completion,” as that term is defined in Section 5.1 of this Work Letter of the Improvements or would impose any additional costs. Notwithstanding the foregoing or any contrary provision of this Lease, all Improvements shall be deemed Landlord’s property under the terms of this Lease.

ARTICLE 2

OTHER IMPROVEMENTS

Notwithstanding anything to the contrary contained herein, Tenant shall be responsible for the cost of (i) any items not identified (or any increased cost attributable to the reconfiguration of identified items) on the Approved Space Plan and/or Approved Working Drawings, (ii) the Tenant FF&E (including installation of the same), and/or (iii) any items requiring other than Building standard materials, components or finishes (collectively, the “Non-Conforming Improvements”). Landlord and Tenant acknowledge and agree that the Non-Conforming Improvements shall additionally include, without limitation, (i) tele/data cabling, and (ii) any dedicated cooling unit as required (including, without limitation, any costs associated with the existing or replacement Tenant HVAC System), and (iii) blinds on the sidelights in any private offices and conference rooms. Any and all costs which arise in connection with any such Non-Conforming Improvements shall be paid by Tenant to Landlord in cash, in advance, upon Landlord’s request. Any such amounts required to be paid by Tenant shall be disbursed by Landlord prior to any Landlord provided funds for the costs of construction of the Improvements.

ARTICLE 3

CONTRACTOR’S WARRANTIES AND GUARANTIES

Landlord shall execute a commercially reasonable construction contract (the “Contract”) with the contractor who constructs the Improvements (the “Contractor”) which shall guaranty, on commercially reasonable terms, that the Improvements (and any Non-Conforming Improvements which are covered under such Contract) shall be free from defects in workmanship and materials for a period of not less than one (1) year from the date of Substantial Completion. Accordingly, Landlord hereby assigns to Tenant all warranties and guaranties set forth in the Contracts for the Improvements (including any Non-Conforming Improvements); provided that, Landlord shall correct or cause the Contractor to correct any defects in workmanship or materials with respect to the Improvements (other than the Non-Conforming Improvements), which defects are brought to Landlord’s attention in writing on or before the first anniversary of the Lease Commencement Date; provided further that, despite the assignment of such warranties and guaranties to Tenant, Landlord shall nevertheless retain its rights under the Contract to the extent necessary to enforce any warranty or guaranty thereunder in connection with Landlord’s performance of its obligations as set forth in the immediately preceding clause. Subject to Landlord’s obligation to correct defects as set forth above, and except to the extent such claims arise from the negligence or willful misconduct of Landlord or the Landlord Parties, Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Improvements (including, without limitation, the Non-Conforming Improvements).

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ARTICLE 4

TENANT’S AGENTS

Tenant hereby protects, defends, indemnifies and holds Landlord harmless for any loss, claims, damages or delays arising from the actions of Tenant’s space planner/architect and/or any separate contractors, subcontractors or consultants on the Premises or in the Building.

ARTICLE 5

COMPLETION OF THE IMPROVEMENTS;

LEASE COMMENCEMENT DATE

5.1 Ready for Occupancy. The Premises shall be deemed “Ready for Occupancy” upon the Substantial Completion of the Improvements. For purposes of this Lease, “Substantial Completion” of the Improvements shall occur upon the completion of construction of the Improvements as evidenced by a commercially reasonable certificate of substantial completion from Landlord’s architect, with the exception of any punch list items.

5.2 Delay of the Substantial Completion of the Premises. Except as provided in this Section 5.2, below, the Lease Commencement Date shall occur as set forth in Article 2 of the Lease and Section 5.1, above. If there shall be a delay or there are delays in the Substantial Completion of the Improvements or in the occurrence of any of the other conditions precedent to the Lease Commencement Date, as set forth in Article 2 of the Lease, as a direct, indirect, partial, or total result of:

5.2.1 Tenant’s failure to timely approve any matter requiring Tenant’s approval;

5.2.2 A breach by Tenant of the terms of this Work Letter or the Lease;

5.2.3 Tenant’s request for changes in the Improvements;

5.2.4 Any Non-Conforming Improvements;

5.2.5 Tenant’s requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion of the Premises, as set forth in the Lease, or which are different from, or not included in, Landlord’s Building standards;

5.2.6 Any failure by Tenant to pay for in cash in advance any costs for Non-Conforming Improvements;

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5.2.7 Changes to the base, shell and core work of the Building required by the Improvements; or

5.2.8 Any other acts or omissions of Tenant, or its agents, or employees;

then, notwithstanding anything to the contrary set forth in the Lease or this Work Letter and regardless of the actual date of the Substantial Completion of the Improvements, the Substantial Completion of the Improvements shall be deemed to be the date the Substantial Completion of the Improvements would have occurred if no Tenant delay or delays, as set forth above, had occurred.

ARTICLE 6

MISCELLANEOUS

6.1 Tenant’s Entry Into the Premises Prior to Substantial Completion. Provided that Tenant and its agents do not interfere with the construction of the Improvements, Tenant shall have reasonable access to the Premises at least two (2) weeks prior to the Substantial Completion of the Improvements for the purpose of Tenant installing overstandard equipment or fixtures (including Tenant’s data and telephone equipment) in the Premises. Prior to Tenant’s entry into the Premises as permitted by the terms of this Section 6.1, Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing and purpose of Tenant’s entry. Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the Building or Premises and against injury to any persons caused by Tenant’s actions pursuant to this Section 6.1.

6.2 Tenant’s Representative. Tenant has designated Jyoti Bansal as its sole representative with respect to the matters set forth in this Work Letter (whose e-mail address for the purposes of this Work Letter is jbansal@appdynamics.com), who, until further notice to Landlord, shall have full authority and responsibility to act on behalf of the Tenant as required in this Work Letter.

6.3 Landlord’s Representative. Landlord has designated Lauren Phillips and Richard Mount as its representatives with respect to the matters set forth in this Work Letter (whose e-mail addresses for the purposes of this Work Letter are 1phillips@kilroyrealty.com and rmount@kilroyrealty.com), who, until further notice to Tenant, shall each have full authority and responsibility to act on behalf of the Landlord as required in this Work Letter.

6.4 Tenant’s Agents. All subcontractors, laborers, materialmen, and suppliers retained directly by Tenant, if any, shall all be union labor in compliance with the then existing master labor agreements.

6.5 Time of the Essence in This Work Letter. Unless otherwise indicated, all references herein to a “number of days” shall mean and refer to calendar days. In all instances where Tenant is required to approve or deliver an item, if no written notice of approval is given or the item is not delivered within the stated time period, at Landlord’s sole option, at the end of such period the item shall automatically be deemed approved or delivered by Tenant and the next succeeding time period shall commence.

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6.6 Tenant’s Lease Default. Notwithstanding any provision to the contrary contained in the Lease or this Work Letter, if any default by Tenant under the Lease or this Work Letter (including, without limitation, any failure by Tenant to fund in advance the costs for any Non-Conforming Improvements) occurs, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to cause the cessation of construction of the Improvements (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Improvements and any costs occasioned thereby), and (ii) all other obligations of Landlord under the terms of the Lease and this Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of this Lease.

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SCHEDULE 1 TO EXHIBIT B

APPROVED SPACE PLAN

SCHEDULE I TO

EXHIBIT B

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EXHIBIT C

303 SECOND STREET

NOTICE OF LEASE TERM DATES

To:

Re: Office Lease dated                 , 20     between                     , a                      (“Landlord”), and                     , a                      (“Tenant”) concerning Suite              on floor(s)              of the office building located at                             , California.

Gentlemen:

In accordance with the Office Lease (the “Lease”), we wish to advise you and/or confirm as follows:

1. The Lease Term shall commence on or has commenced on                     for a term of                          ending on                             .

2. Rent commenced to accrue on                         , in the amount of                                 .

3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease.

4. Your rent checks should be made payable to                              at                             .

5. The exact number of rentable/usable square feet within the Premises is                              square feet.

6. Tenant’s Share as adjusted based upon the exact number of usable square feet within the Premises is                 %.

EXHIBIT C

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“Landlord”:

                                                                                      ,

a                                                                                   

By:
	Its:

Agreed to and Accepted
as of                                                              ,  20
“Tenant”:
a
By:
	Its:

EXHIBIT C

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EXHIBIT D

303 SECOND STREET

RULES AND REGULATIONS

Tenant shall faithfully observe and comply with the following Rules and Regulations. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project. In the event of any conflict between the Rules and Regulations and the other provisions of this Lease, the latter shall control.

1. Tenant shall not alter any lock or install any new or additional locks or bolts on any doors or windows of the Premises without obtaining Landlord’s prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant. Two keys will be furnished by Landlord for the Premises, and any additional keys required by Tenant must be obtained from Landlord at a reasonable cost to be established by Landlord. Upon the termination of this Lease, Tenant shall restore to Landlord all keys of stores, offices, and toilet rooms, either furnished to, or otherwise procured by, Tenant and in the event of the loss of keys so furnished, Tenant shall pay to Landlord the cost of replacing same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such changes.

2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises.

3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Building during such hours as are customary for comparable buildings in the San Francisco, California area. Tenant, its employees and agents must be sure that the doors to the Building are securely closed and locked when leaving the Premises if it is after the normal hours of business for the Building. Any tenant, its employees, agents or any other persons entering or leaving the Building at any time when it is so locked, or any time when it is considered to be after normal business hours for the Building, may be required to sign the Building register. Access to the Building may be refused unless the person seeking access has proper identification or has a previously arranged pass for access to the Building. Landlord will furnish passes to persons for whom Tenant requests same in writing. Tenant shall be responsible for all persons for whom Tenant requests passes and shall be liable to Landlord for all acts of such persons. The Landlord and his agents shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Building or the Project during the continuance thereof by any means it deems appropriate for the safety and protection of life and property.

EXHIBIT D

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4. No furniture, freight or equipment of any kind shall be brought into the Building without prior notice to Landlord. All moving activity into or out of the Building shall be scheduled with Landlord and done only at such time and in such manner as Landlord designates. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy property brought into the Building and also the times and manner of moving the same in and out of the Building. Safes and other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property in any case. Any damage to any part of the Building, its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility and expense of Tenant.

5. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevators, except between such hours, in such specific elevator and by such personnel as shall be designated by Landlord.

6. The requirements of Tenant will be attended to only upon application at the management office for the Project or at such office location designated by Landlord. Employees of Landlord shall not perform any work or do anything outside their regular duties unless under special instructions from Landlord.

7. No sign, advertisement, notice or handbill shall be exhibited, distributed, painted or affixed by Tenant on any part of the Premises or the Building without the prior written consent of the Landlord. Tenant shall not disturb, solicit, peddle, or canvass any occupant of the Project and shall cooperate with Landlord and its agents of Landlord to prevent same.

8. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees shall have caused same.

9. Tenant shall not overload the floor of the Premises, nor mark, drive nails or screws, or drill into the partitions, woodwork or drywall or in any way deface the Premises or any part thereof without Landlord’s prior written consent. Tenant shall not purchase spring water, ice, towel, linen, maintenance or other like services from any person or persons not approved by Landlord.

10. Except for vending machines intended for the sole use of Tenant’s employees and invitees, no vending machine or machines other than fractional horsepower office machines shall be installed, maintained or operated upon the Premises without the written consent of Landlord.

11. Tenant shall not use or keep in or on the Premises, the Building, or the Project any kerosene, gasoline, explosive material, corrosive material, material capable of emitting toxic fumes, or other inflammable or combustible fluid chemical, substitute or material. Tenant shall provide material safety data sheets for any Hazardous Material used or kept on the Premises.

12. Tenant shall not without the prior written consent of Landlord use any method of heating or air conditioning other than that supplied by Landlord.

EXHIBIT D

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13. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance in or on the Premises, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors, or vibrations, or interfere with other tenants or those having business therein, whether by the use of any musical instrument, radio, phonograph, or in any other way. Tenant shall not throw anything out of doors, windows or skylights or down passageways.

14. Tenant shall not bring into or keep within the Project, the Building or the Premises any firearms, animals, birds, aquariums, or, except in areas designated by Landlord, vehicles other than bicycles.

15. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for the storage of merchandise, for lodging or for any improper, objectionable or immoral purposes. Notwithstanding the foregoing, Underwriters’ laboratory-approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages for employees and visitors, provided that such use is in accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations.

16. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the use of the Premises provided for in the Summary. Tenant shall not occupy or permit any portion of the Premises to be occupied as an office for a messenger-type operation or dispatch office, public stenographer or typist, or for the manufacture or sale of liquor, narcotics, or tobacco in any form, or as a medical office, or as a barber or manicure shop, or as an employment bureau without the express prior written consent of Landlord. Tenant shall not engage or pay any employees on the Premises except those actually working for such tenant on the Premises nor advertise for laborers giving an address at the Premises.

17. Landlord reserves the right to exclude or expel from the Project 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 and Regulations.

18. Tenant, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules or any Common Areas for the purpose of smoking tobacco products or for any other purpose, nor in any way obstruct such areas, and shall use them only as a means of ingress and egress for the Premises. Furthermore, in no event shall Tenant, its employees or agents smoke tobacco products within the Building or within seventy-five feet (75’) of any entrance into the Building or into any other Project building.

19. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to ensure the most effective operation of the Building’s heating and air conditioning system, and shall refrain from attempting to adjust any controls. Tenant shall participate in recycling programs undertaken by Landlord.

EXHIBIT D

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20. Tenant shall store all its trash and garbage within the interior of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in San Francisco, California without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such purposes at such times as Landlord shall designate. If the Premises is or becomes infested with vermin as a result of the use or any misuse or neglect of the Premises by Tenant, its agents, servants, employees, contractors, visitors or licensees, Tenant shall forthwith, at Tenant’s expense, cause the Premises to be exterminated from time to time to the satisfaction of Landlord and shall employ such licensed exterminators as shall be approved in writing in advance by Landlord.

21. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

22. Any persons employed by Tenant to do janitorial work shall be subject to the prior written approval of Landlord, and while in the Building and outside of the Premises, shall be subject to and under the control and direction of the Building manager (but not as an agent or servant of such manager or of Landlord), and Tenant shall be responsible for all acts of such persons.

23. No awnings or other projection shall be attached to the outside walls of the Building without the prior written consent of Landlord, and no curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises other than Landlord standard drapes. All electrical ceiling fixtures hung in the Premises or spaces along the perimeter of the Building must be fluorescent and/or of a quality, type, design and a warm white bulb color approved in advance in writing by Landlord. Neither the interior nor exterior of any windows shall be coated or otherwise sunscreened without the prior written consent of Landlord. Tenant shall be responsible for any damage to the window film on the exterior windows of the Premises and shall promptly repair any such damage at Tenant’s sole cost and expense. Tenant shall keep its window coverings closed during any period of the day when the sun is shining directly on the windows of the Premises. Prior to leaving the Premises for the day, Tenant shall draw or lower window coverings and extinguish all lights. Tenant shall abide by Landlord’s regulations concerning the opening and closing of window coverings which are attached to the windows in the Premises, if any, which have a view of any interior portion of the Building or Building Common Areas.

24. The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Building shall not be covered or obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on the windowsills.

25. Tenant must comply with requests by the Landlord concerning the informing of their employees of items of importance to the Landlord.

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26. Tenant must comply with any City of San Francisco “NO-SMOKING” ordinances. If Tenant is required under the ordinance to adopt a written smoking policy, a copy of said policy shall be on file in the office of the Building. In addition, no smoking of any substance shall be permitted within the Project except in specifically designated outdoor areas. Within such designated outdoor areas, all remnants of consumed cigarettes and related paraphernalia shall be deposited in ash trays and/or waste receptacles. No cigarettes shall be extinguished and/or left on the ground or any other surface of the Project. Cigarettes shall be extinguished only in ashtrays. Furthermore, in no event shall Tenant, its employees or agents smoke tobacco products or other substances (y) within any interior areas of the Project, or (z) within fifty feet (50’) of the main entrance of, or any other entryways into, the Building.

27. Tenant hereby acknowledges that Landlord shall have no obligation to provide guard service or other security measures for the benefit of the Premises, the Building or the Project. Tenant hereby assumes all responsibility for the protection of Tenant and its agents, employees, contractors, invitees and guests, and the property thereof, from acts of third parties, including keeping doors locked and other means of entry to the Premises closed, whether or not Landlord, at its option, elects to provide security protection for the Project or any portion thereof. Tenant further assumes the risk that any safety and security devices, services and programs which Landlord elects, in its sole discretion, to provide may not be effective, or may malfunction or be circumvented by an unauthorized third party, and Tenant shall, in addition to its other insurance obligations under this Lease, obtain its own insurance coverage to the extent Tenant desires protection against losses related to such occurrences. Tenant shall cooperate in any reasonable safety or security program developed by Landlord or required by law.

28. All office equipment of any electrical or mechanical nature shall be placed by Tenant in the Premises in settings approved by Landlord, to absorb or prevent any vibration, noise and annoyance.

29. Tenant shall not use in any space or in the public halls of the Building, any hand trucks except those equipped with rubber tires and rubber side guards.

30. No auction, liquidation, fire sale, going-out-of-business or bankruptcy sale shall be conducted in the Premises without the prior written consent of Landlord.

31. No tenant shall use or permit the use of any portion of the Premises for living quarters, sleeping apartments or lodging rooms.

32. Tenant shall not purchase spring water, towels, janitorial or maintenance or other similar services from any company or persons not approved by Landlord. Landlord shall approve a sufficient number of sources of such services to provide Tenant with a reasonable selection, but only in such instances and to such extent as Landlord in its judgment shall consider consistent with the security and proper operation of the Building.

33. Tenant shall install and maintain, at Tenant’s sole cost and expense, an adequate, visibly marked and properly operational fire extinguisher next to any duplicating or photocopying machines or similar heat producing equipment, which may or may not contain combustible material, in the Premises.

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Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord’s judgment may from time to time be necessary for the management, safety, care and cleanliness of the Premises, Building, the Common Areas and the Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises.

EXHIBIT D

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EXHIBIT E

303 SECOND STREET

FORM OF TENANT’S ESTOPPEL CERTIFICATE

The undersigned as Tenant under that certain Office Lease (the “Lease”) made and entered into as of                     , 20     by and between                              as Landlord, and the undersigned as Tenant, for Premises on the                      floor(s) of the office building located at                     ,                                 , California                             , certifies as follows:

1. Attached hereto as Exhibit A is a true and correct copy of the Lease and all amendments and modifications thereto. The documents contained in Exhibit A represent the entire agreement between the parties as to the Premises.

2. The undersigned currently occupies the Premises described in the Lease, the Lease Term commenced on                     , and the Lease Term expires on                     , and the undersigned has no option to terminate or cancel the Lease or to purchase all or any part of the Premises, the Building and/or the Project.

3. Base Rent became payable on                                 .

4. The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Exhibit A.

5. Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows:

6. All monthly installments of Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through                         . The current monthly installment of Base Rent is $                                    .

7. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. In addition, the undersigned has not delivered any notice to Landlord regarding a default by Landlord thereunder. No default or event that with the passing of time or the giving of notice, or both, would constitute a default (referred to herein collectively as a “default”) on the part of the undersigned exists under the Lease in the performance of the terms, covenants, and conditions of the Lease required to be performed on the part of the undersigned.

EXHIBIT E

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8. No rental has been paid more than thirty (30) days in advance and no security has been deposited with Landlord except as provided in the Lease.

9. As of the date hereof, there are no existing defenses or offsets, or, to the undersigned’s knowledge, claims or any basis for a claim, that the undersigned has against Landlord.

10. If Tenant is a corporation or partnership, each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so.

11. There are no actions pending against the undersigned under the bankruptcy or similar laws of the United States or any state.

12. Other than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises, the undersigned has not used or stored any hazardous substances in the Premises.

13. To the undersigned’s knowledge, all improvement work to be performed by Landlord under the Lease has been completed in accordance with the Lease and has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection with any improvement work have been paid in full.

The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord or to a prospective mortgagee or prospective purchaser, and acknowledges that said prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in making the loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a condition of making such loan or acquiring such property.

Executed at                  on the              day of                     , 20    .

“Tenant”:                                                                                           ,
a
By:
	Its:
By:
	Its:

EXHIBIT E

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EXHIBIT F

303 SECOND STREET

MARKET RENT DETERMINATION FACTORS

When determining Market Rent, the following rules and instructions shall be followed.

1. RELEVANT FACTORS. The “Comparable Transactions” shall be the “Net Equivalent Lease Rates” per rentable square foot, at which tenants, are, pursuant to transactions consummated within eighteen (18) months prior to the commencement of the Option Term, leasing non-sublease, non-encumbered space comparable in location and quality to the Premises containing a square footage comparable to that of the Premises for a term of five (5) years, in an arm’s-length transaction, which comparable space is located in “Comparable Buildings.” The terms of the Comparable Transactions shall be calculated as a “Net Equivalent Lease Rate” pursuant to the terms of this Exhibit F, and shall take into consideration only the following terms and concessions: (i) the rental rate and escalations for the Comparable Transactions, (ii) the amount of parking rent per parking permit paid in the Comparable Transactions, if any, (iii) operating expense and tax protection granted in such Comparable Transactions such as a base year or expense stop (although for each such Comparable Transaction the base rent shall be adjusted to a triple net base rent using reasonable estimates of operating expenses and taxes as determined by Landlord for each such Comparable Transaction); (iv) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, (v) any “Renewal Allowance,” as defined herein below, to be provided by Tenant in connection with the Option Term as compared to the improvements or allowances provided or to be provided in the Comparable Transactions, taking into account the contributory value of the existing improvements in the Premises, such value to be based upon the age, design, quality of finishes, and layout of the existing improvements, and (vi) all other monetary concessions (including the value of any signage), if any, being granted such tenants in connection with such Comparable Transactions. Notwithstanding any contrary provision hereof, in determining the Market Rent, no consideration shall be given to any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of improvements, or any commission paid or not paid in connection with such Comparable Transaction. The Market Rent shall include adjustment of the stated size of the Premises based upon the standards of measurement utilized in the Comparable Transactions; provided, however, the size of the Premises shall, notwithstanding the foregoing, be at least equal to the greater of: (i) the square footages set forth in this Lease, and (ii) the square footage of the Premises determined pursuant to the standards of space measurement used in the Comparable Transactions.

2. TENANT SECURITY. Tenant shall provide Landlord with a new or amended L-C in an amount equal to Fifty Thousand and No/100 Dollars ($50,000.00) for Tenant’s Rent obligations during the Option Term pursuant, and subject, to the terms of Article 21 of the Lease.

EXHIBIT F

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3. RENEWAL IMPROVEMENT ALLOWANCE. Notwithstanding anything to the contrary set forth in this Exhibit F, once the Market Rent for the Option Term is determined as a Net Equivalent Lease Rate, if, in connection with such determination, it is deemed that Tenant is entitled to an improvement or comparable allowance for the improvement of the Premises, (the total dollar value of such allowance shall be referred to herein as the “Renewal Allowance”), Landlord shall pay the Renewal Allowance to Tenant pursuant to a commercially reasonable disbursement procedure determined by Landlord and the terms of Article 8 of this Lease, and, as set forth in Section 5, below, of this Exhibit F, the rental rate component of the Market Rent shall be increased to be a rental rate which takes into consideration that Tenant will receive payment of such Renewal Allowance and, accordingly, such payment with interest shall be factored into the base rent component of the Market Rent.

4. COMPARABLE BUILDINGS. For purposes of this Lease, the term “Comparable Buildings” shall mean (i) the Building and other first-class institutionally-owned office buildings which are comparable to the Building in terms of age (based upon the date of completion of construction or major renovation as to the building containing the portion of the Premises in question), quality of construction, level of services and amenities (including, but not limited to, the type (e.g., surface, covered, subterranean) and amount of parking), size and appearance, and are located in the “Comparable Area,” which is the area bounded by Market Street, 3^rd Street, and the Embarcadero.

5. METHODOLOGY FOR REVIEWING AND COMPARING THE COMPARABLE TRANSACTIONS. In order to analyze the Comparable Transactions based on the factors to be considered in calculating Market Rent, and given that the Comparable Transactions may vary in terms of length of term, rental rate, concessions, etc., the following steps shall be taken into consideration to “adjust” the objective data from each of the Comparable Transactions. By taking this approach, a “Net Equivalent Lease Rate” for each of the Comparable Transactions shall be determined using the following steps to adjust the Comparable Transactions, which will allow for an “apples to apples” comparison of the Comparable Transactions.

5.1 The contractual rent payments for each of the Comparable Transactions should be arrayed monthly or annually over the lease term. All Comparable Transactions should be adjusted to simulate a net rent structure, wherein the tenant is responsible for the payment of all property operating expenses in a manner consistent with this Lease. This results in the estimate of Net Equivalent Rent received by each landlord for each Comparable Transaction being expressed as a periodic net rent payment.

5.2 Any free rent or similar inducements received over time should be deducted in the time period in which they occur, resulting in the net cash flow arrayed over the lease term.

5.3 The resultant net cash flow from the lease should be then discounted (using an 8% annual discount rate) to the lease commencement date, resulting in a net present value estimate.

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5.4 From the net present value, up front inducements (improvements allowances and other concessions) and leasing commissions should be deducted. These items should be deducted directly, on a “dollar for dollar” basis, without discounting since they are typically incurred at lease commencement, while rent (which is discounted) is a future receipt.

5.5 The net present value should then amortized back over the lease term as a level monthly or annual net rent payment using the same annual discount rate of 8% used in the present value analysis. This calculation will result in a hypothetical level or even payment over the option period, termed the “Net Equivalent Lease Rate” (or constant equivalent in general financial terms).

6. USE OF NET EQUIVALENT LEASE RATES FOR COMPARABLE TRANSACTIONS. The Net Equivalent Lease Rates for the Comparable Transactions shall then be used to reconcile, in a manner usual and customary for a real estate appraisal process, to a conclusion of Market Rent which shall be stated as a “NNN” lease rate applicable to each year of the Option Term.

EXHIBIT F

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EXHIBIT G

FORM OF LETTER OF CREDIT

(Letterhead of a money center bank

acceptable to the Landlord)

FAX NO. [(        )         -            ]	[Insert Bank Name And Address]
SWIFT: [Insert No., if any]
	DATE OF ISSUE:
BENEFICIARY:	APPLICANT:
[Insert Beneficiary Name And Address]	[Insert Applicant Name And Address]
	LETTER OF CREDIT NO.
EXPIRATION DATE:	AMOUNT AVAILABLE:
AT OUR COUNTERS	USD[Insert Dollar Amount]
	(U.S. DOLLARS [Insert Dollar Amount])

LADIES AND GENTLEMEN:

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.                  IN YOUR FAVOR FOR THE ACCOUNT OF [Insert Tenant’s Name], A [Insert Entity Type], UP TO THE AGGREGATE AMOUNT OF USD[Insert Dollar Amount] ([Insert Dollar Amount] U.S. DOLLARS) EFFECTIVE IMMEDIATELY AND EXPIRING ON (Expiration Date) AVAILABLE BY PAYMENT UPON PRESENTATION OF YOUR DRAFT AT SIGHT DRAWN ON [Insert Bank Name] WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENT(S):

1. THE ORIGINAL OF THIS IRREVOCABLE STANDBY LETTER OF CREDIT AND AMENDMENT(S), IF ANY.

2. BENEFICIARY’S SIGNED STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF [Insert Landlord’s Name], A ‘Insert Entity Type] (“LANDLORD”) STATING THE FOLLOWING:

“THE UNDERSIGNED HEREBY CERTIFIES THAT THE LANDLORD, EITHER (A) UNDER THE LEASE (DEFINED BELOW), OR (B) AS A RESULT OF THE TERMINATION OF SUCH LEASE, HAS THE RIGHT TO DRAW DOWN THE AMOUNT OF USD              IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN OFFICE LEASE DATED [Insert Lease Date], AS AMENDED (COLLECTIVELY, THE “LEASE”), OR SUCH AMOUNT CONSTITUTES DAMAGES OWING BY THE TENANT UNDER SUCH LEASE TO BENEFICIARY RESULTING FROM THE BREACH OF SUCH LEASE BY THE TENANT THEREUNDER, AND SUCH AMOUNT REMAINS UNPAID AT THE TIME OF THIS DRAWING.”

EXHIBIT G

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OR

“THE UNDERSIGNED HEREBY CERTIFIES THAT WE HAVE RECEIVED A WRITTEN NOTICE OF [Insert Bank Name]’S ELECTION NOT TO EXTEND ITS STANDBY LETTER OF CREDIT NO.                      AND HAVE NOT RECEIVED A REPLACEMENT LETTER OF CREDIT WITHIN AT LEAST FORTY-FIVE (45) DAYS PRIOR TO THE PRESENT EXPIRATION DATE.”

OR

“THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE FULL AMOUNT OF LETTER OF CREDIT NO.                         AS THE RESULT OF THE FILING OF A VOLUNTARY PETITION UNDER THE U.S. BANKRUPTCY CODE OR A STATE BANKRUPTCY CODE BY THE TENANT UNDER THAT CERTAIN OFFICE LEASE DATED [Insert Lease Date], AS AMENDED (COLLECTIVELY, THE “LEASE”), WHICH FILING HAS NOT BEEN DISMISSED AT THE TIME OF THIS DRAWING.”

OR

“THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE FULL AMOUNT OF LETTER OF CREDIT NO.                      AS THE RESULT OF AN INVOLUNTARY PETITION HAVING BEEN FILED UNDER THE U.S. BANKRUPTCY CODE OR A STATE BANKRUPTCY CODE AGAINST THE TENANT UNDER THAT CERTAIN OFFICE LEASE DATED [Insert Lease Date], AS AMENDED (COLLECTIVELY, THE “LEASE”), WHICH FILING HAS NOT BEEN DISMISSED AT THE TIME OF THIS DRAWING.”

SPECIAL CONDITIONS:

PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS MAY BE MADE UNDER THIS STANDBY LETTER OF CREDIT, PROVIDED, HOWEVER, THAT EACH SUCH DEMAND THAT IS PAID BY US SHALL REDUCE THE AMOUNT AVAILABLE UNDER THIS STANDBY LETTER OF CREDIT.

ALL INFORMATION REQUIRED WHETHER INDICATED BY BLANKS, BRACKETS OR OTHERWISE, MUST BE COMPLETED AT THE TIME OF DRAWING. [Please Provide The Required Forms For Review, And Attach As Schedules To The Letter Of Credit.]

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ALL SIGNATURES MUST BE MANUALLY EXECUTED IN ORIGINALS.

ALL BANKING CHARGES ARE FOR THE APPLICANT’S ACCOUNT.

IT IS A CONDITION OF THIS STANDBY LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR A PERIOD OF ONE YEAR FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE, UNLESS AT LEAST FORTY-FIVE (45) DAYS PRIOR TO THE EXPIRATION DATE WE SEND YOU NOTICE BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT FOR ANY SUCH ADDITIONAL PERIOD. SAID NOTICE WILL BE SENT TO THE ADDRESS INDICATED ABOVE, UNLESS A CHANGE OF ADDRESS IS OTHERWISE NOTIFIED BY YOU TO US IN WRITING BY RECEIPTED MAIL OR COURIER. ANY NOTICE TO US WILL BE DEEMED EFFECTIVE ONLY UPON ACTUAL RECEIPT BY US AT OUR DESIGNATED OFFICE. IN NO EVENT, AND WITHOUT FURTHER NOTICE FROM OURSELVES, SHALL THE EXPIRATION DATE BE EXTENDED BEYOND A FINAL EXPIRATION DATE OF         (60 days from the Lease Expiration Date).

THIS LETTER OF CREDIT MAY BE TRANSFERRED SUCCESSIVELY IN WHOLE OR IN PART ONLY UP TO THE THEN AVAILABLE AMOUNT IN FAVOR OF A NOMINATED TRANSFEREE (“TRANSFEREE”), ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE IS IN COMPLIANCE WITH ALL APPLICABLE U.S. LAWS AND REGULATIONS. AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINAL AMENDMENT(S) IF ANY, MUST BE SURRENDERED TO US TOGETHER WITH OUR TRANSFER FORM (AVAILABLE UPON REQUEST) AND PAYMENT OF OUR CUSTOMARY TRANSFER FEES BY APPLICANT. IN CASE OF ANY TRANSFER UNDER THIS LETTER OF CREDIT, THE DRAFT AND ANY REQUIRED STATEMENT MUST BE EXECUTED BY THE TRANSFEREE AND WHERE THE BENEFICIARY’S NAME APPEARS WITHIN THIS STANDBY LETTER OF CREDIT, THE TRANSFEREE’S NAME IS AUTOMATICALLY SUBSTITUTED THEREFOR.

ALL DRAFTS REQUIRED UNDER THIS STANDBY LETTER OF CREDIT MUST BE MARKED: “DRAWN UNDER [Insert Bank Name] STANDBY LETTER OF CREDIT NO.                 .”

WE HEREBY AGREE WITH YOU THAT IF DRAFTS ARE PRESENTED TO [Insert Bank Name] UNDER THIS LETTER OF CREDIT AT OR PRIOR TO [Insert Time — (e.g., 11:00 AM)], ON A BUSINESS DAY, AND PROVIDED THAT SUCH DRAFTS PRESENTED CONFORM TO THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT, PAYMENT SHALL BE INITIATED BY US IN IMMEDIATELY AVAILABLE FUNDS BY OUR CLOSE OF BUSINESS ON THE SUCCEEDING BUSINESS DAY. IF DRAFTS ARE PRESENTED TO [Insert Bank Name] UNDER THIS LETTER OF CREDIT AFTER [Insert Time — (e.g., 11:00 AM)], ON A BUSINESS DAY, AND PROVIDED THAT SUCH DRAFTS CONFORM WITH THE TERMS

EXHIBIT G

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AND CONDITIONS OF THIS LETTER OF CREDIT, PAYMENT SHALL BE INITIATED BY US IN IMMEDIATELY AVAILABLE FUNDS BY OUR CLOSE OF BUSINESS ON THE SECOND SUCCEEDING BUSINESS DAY. AS USED IN THIS LETTER OF CREDIT, “BUSINESS DAY” SHALL MEAN ANY DAY OTHER THAN A SATURDAY, SUNDAY OR A DAY ON WHICH BANKING INSTITUTIONS IN THE STATE OF CALIFORNIA ARE AUTHORIZED OR REQUIRED BY LAW TO CLOSE. IF THE EXPIRATION DATE FOR THIS LETTER OF CREDIT SHALL EVER FALL ON A DAY WHICH IS NOT A BUSINESS DAY THEN SUCH EXPIRATION DATE SHALL AUTOMATICALLY BE EXTENDED TO THE DATE WHICH IS THE NEXT BUSINESS DAY.

PRESENTATION OF A DRAWING UNDER THIS LETTER OF CREDIT MAY BE MADE ON OR PRIOR TO THE THEN CURRENT EXPIRATION DATE HEREOF BY HAND DELIVERY, COURIER SERVICE, OVERNIGHT MAIL, OR FACSIMILE. PRESENTATION BY FACSIMILE TRANSMISSION SHALL BE BY TRANSMISSION OF THE ABOVE REQUIRED SIGHT DRAFT DRAWN ON US TOGETHER WITH THIS LETTER OF CREDIT TO OUR FACSIMILE NUMBER, [Insert Fax Number — (            )             -            ], ATTENTION: [Insert Appropriate Recipient], WITH TELEPHONIC CONFIRMATION OF OUR RECEIPT OF SUCH FACSIMILE TRANSMISSION AT OUR TELEPHONE NUMBER [Insert Telephone Number — (        )             -            ] OR TO SUCH OTHER FACSIMILE OR TELEPHONE NUMBERS, AS TO WHICH YOU HAVE RECEIVED WRITTEN NOTICE FROM US AS BEING THE APPLICABLE SUCH NUMBER. WE AGREE TO NOTIFY YOU IN WRITING, BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE, OF ANY CHANGE IN SUCH DIRECTION. ANY FACSIMILE PRESENTATION PURSUANT TO THIS PARAGRAPH SHALL ALSO STATE THEREON THAT THE ORIGINAL OF SUCH SIGHT DRAFT AND LETTER OF CREDIT ARE BEING REMITTED, FOR DELIVERY ON THE NEXT BUSINESS DAY, TO [Insert Bank Name] AT THE APPLICABLE ADDRESS FOR PRESENTMENT PURSUANT TO THE PARAGRAPH PRECEDING THIS ONE.

WE HEREBY ENGAGE WITH YOU THAT ALL DOCUMENT(S) DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS STANDBY LETTER OF CREDIT WILL BE DULY HONORED IF DRAWN AND PRESENTED FOR PAYMENT AT OUR OFFICE LOCATED AT [Insert Bank Name], [Insert Bank Address], ATTN: [Insert Appropriate Recipient], ON OR BEFORE THE EXPIRATION DATE OF THIS CREDIT, (Expiration Date).

IN THE EVENT THAT THE ORIGINAL OF THIS STANDBY LETTER OF CREDIT IS LOST, STOLEN, MUTILATED, OR OTHERWISE DESTROYED, WE HEREBY AGREE TO ISSUE A DUPLICATE ORIGINAL HEREOF UPON RECEIPT OF A WRITTEN REQUEST FROM YOU AND A CERTIFICATION BY YOU (PURPORTEDLY SIGNED BY YOUR AUTHORIZED REPRESENTATIVE) OF THE LOSS, THEFT, MUTILATION, OR OTHER DESTRUCTION OF THE ORIGINAL HEREOF.

EXHIBIT G

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EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE “INTERNATIONAL STANDBY PRACTICES” (ISP 98) INTERNATIONAL CHAMBER OF COMMERCE (PUBLICATION NO. 590).

Very truly yours,

(Name of Issuing Bank)

By:

EXHIBIT G

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FIRST AMENDMENT TO OFFICE LEASE

This FIRST AMENDMENT TO OFFICE LEASE (this “First Amendment”) is made and entered into as of the 2^nd day of October 2012, by and between KILROY REALTY 303, LLC, a Delaware limited liability company (“Landlord”), and APPDYNAMICS, INC., a Delaware corporation (“Tenant”).

R E C I T A L S :

A. Landlord and Tenant entered into that certain Office Lease dated May 20, 2011 (the “Lease”), whereby Landlord leases to Tenant and Tenant leases from Landlord those certain premises (“Existing Premises”) consisting of 12,313 rentable square feet of space, commonly known as Suite 450 North, located on the fourth (4^th) floor of the ten (10) story tower (the “North Tower”) of that certain office building located at 303 Second Street, San Francisco, California 94107 (“Building”).

B. Landlord and Tenant desire (i) to expand the Existing Premises to include that certain space consisting of 9,354 rentable square feet, commonly known as Suite 520 North, and located on the fifth (5^th) floor of the North Tower of the Building (the “Expansion Premises”), as delineated on Exhibit A attached hereto and made a part hereof, and (ii) to make other modifications to the Lease, and in connection therewith, Landlord and Tenant desire to amend the Lease as hereinafter provided.

A G R E E M E N T :

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

1. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expressly superseded by the terms of this First Amendment.

2. Addition of Expansion Premises.

2.1. Beneficial Occupancy. Subject to the terms and conditions contained in the Work Letter attached hereto as Exhibit B (the “Work Letter”), including, without limitation, Section 5 thereof, commencing on the date that this First Amendment is mutually executed and delivered (the “Expansion Delivery Date”), Tenant shall have the right to occupy the Expansion Premises for the conduct of its business, provided that (i) all applicable approvals permitting the occupancy of the Expansion Premises by Tenant shall have been issued by the appropriate governmental authorities, (ii) Tenant has delivered to Landlord satisfactory evidence of the insurance coverage required to be carried by Tenant in accordance with Article 10 of the Lease, and (iii) all of the terms and conditions of the Lease, as amended, shall apply; provided, however, that Tenant shall have no obligation to pay Base Rent and Tenant’s Share of Direct Expenses with respect to the Expansion Premises until the “Expansion Rent Commencement Date” (as defined in Section 2.2, below).

2.2. Expansion Commencement Date. Commencing as of December 15, 2012 (the “Expansion Rent Commencement Date”), Tenant shall lease from Landlord and Landlord shall lease to Tenant the Expansion Premises. Consequently, as of the Expansion Rent Commencement Date, the “Premises” as defined in the Lease shall be increased to include both the Existing Premises and the Expansion Premises. Landlord and Tenant hereby acknowledge and agree that, effective as of the Expansion Rent Commencement Date, the stipulated size of the Premises shall total 21,667 rentable square feet.

3. Lease Term.

3.1. Existing Premises. The Lease Term with respect to the Existing Premises shall continue to be as more particularly set forth in the Lease.

3.2. Expansion Premises. The term of Tenant’s lease of the Expansion Premises shall commence on the Expansion Rent Commencement Date and shall expire on June 30, 2015 (the “Expansion Premises Expiration Date”) (i.e., concurrently with the expiration of Tenant’s lease of the Existing Premises), unless sooner terminated as provided in the Lease, as hereby amended. The period commencing on the Expansion Rent Commencement Date and ending on the Expansion Premises Expiration Date shall hereinafter be referred to as the “Expansion Term.”

4. Base Rent.

4.1. Existing Premises. Notwithstanding anything to the contrary in the Lease, as hereby amended, prior to the Expansion Rent Commencement Date and continuing throughout the Expansion Term, Tenant shall continue to pay Base Rent for the Existing Premises in accordance with the terms of the Lease.

4.2. Expansion Premises. Commencing on the Expansion Rent Commencement Date and continuing throughout the Expansion Term, Tenant shall pay to Landlord monthly installments of Base Rent for the Expansion Premises as follows, and otherwise in accordance with the terms of the Lease:

Period During Expansion Term	Annualized Base Rent*			Monthly Installment of Base Rent*			Approximate Annual Rental Rate per Rentable Square Foot*
Expansion Rent Commencement Date – June 30, 2013	$	448,992.00	¯	$	37,416.00	¯	$	48.00
July 1, 2013 – June 30, 2014	$	462,461.76		$	38,538.48		$	49.44	**
July 1, 2014 – June 30, 2015	$	476,335.56		$	39,694.63		$	50.92	**

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* The initial Annualized Base Rent (and monthly installment of Base Rent) was calculated by multiplying the initial Annual Rental Rate per Rentable Square Foot by the number of rentable square feet in the Expansion Premises. In all subsequent periods during the Expansion Term, the calculation of Annualized Base Rent (and monthly installment of Base Rent) reflects an annual increase of three percent (3%).

¯ Subject to the terms set forth in Section 4.3 below, the Base Rent attributable to the Expansion Premises for the period commencing on December 15, 2012 and ending on January 14, 2013 shall be abated.

** The amounts identified in the column entitled “Annualized Rental Rate per Rentable Square Foot” are estimates and are provided for informational purposes only.

4.3. Expansion Premises Base Rent Abatement. Provided that no event of default is occurring during the period commencing on December 15, 2012 and ending on January 14, 2013 (the “Expansion Premises Base Rent Abatement Period”), Tenant shall not be obligated to pay any Base Rent otherwise attributable to the Expansion Premises during such Expansion Premises Base Rent Abatement Period (the “Expansion Premises Base Rent Abatement”). Landlord and Tenant acknowledge that the aggregate amount of the Expansion Premises Base Rent Abatement equals Thirty-Seven Thousand Four Hundred Sixteen and 00/100 Dollars ($37,416.00). Tenant acknowledges and agrees that during such Expansion Premises Base Rent Abatement Period, such abatement of Base Rent for the Expansion Premises shall have no effect on the calculation of any future increases in Base Rent or Direct Expenses payable by Tenant pursuant to the terms of the Lease, as hereby amended, which increases shall be calculated without regard to such Expansion Premises Base Rent Abatement. Additionally, Tenant shall be obligated to pay all Additional Rent during the Expansion Premises Base Rent Abatement Period. Tenant acknowledges and agrees that the foregoing Expansion Premises Base Rent Abatement has been granted to Tenant as additional consideration for entering into this First Amendment, and for agreeing to pay the Base Rent and perform the terms and conditions otherwise required under the Lease, as hereby amended. In the event of a default by Tenant under the terms of the Lease, as hereby amended, that results in early termination pursuant to the provisions of Article 19 of the Lease, then as a part of Landlord’s exercise of its remedies as set forth in Section 19.2 of the Lease, Landlord shall be entitled to make a claim to recover the monthly Base Rent that was abated under the provisions of this Section 4.3. The foregoing Expansion Premises Base Rent Abatement set forth in this Section 4.3 shall be personal to the tenant originally named in the Lease (the “Original Tenant”) and shall only apply to the extent that the Original Tenant (and not any assignee, or any sublessee or other transferee of the Original Tenant’s interest in the Lease, as hereby amended) is the Tenant under the Lease, as hereby amended, during such Expansion Premises Base Rent Abatement Period.

5. Direct Expenses.

5.1. Existing Premises. Prior to the Expansion Rent Commencement Date and continuing throughout the Expansion Term, Tenant shall continue to pay Tenant’s Share of Direct Expenses in connection with the Existing Premises in accordance with the terms of the Lease.

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5.2. Expansion Premises. Notwithstanding anything to the contrary set forth in the Lease, commencing on the Expansion Rent Commencement Date, and continuing throughout the Expansion Term, Tenant shall pay Tenant’s Share of Direct Expenses in connection with the Expansion Premises in accordance with the terms of the Lease; provided that Tenant’s Share for the Expansion Premises shall be 1.28% (and therefore Tenant’s Share for the Existing Premises and the Expansion Premises in the aggregate shall be 2.96%) and the Base Year for the Expansion Premises shall be 2013.

6. Water Sensors. At any time during the Lease Term, Landlord may elect, in Landlord’s sole and absolute discretion, to install, at Landlord’s sole cost and expense, web-enabled wireless water leak sensor devices designed to alert the Tenant on a twenty-four (24) hour seven (7) day per week basis if a water leak is occurring in the Premises (which water sensor device(s) located in the Premises shall be referred to herein as “Water Sensors”). The Water Sensors shall be installed in any areas in the Premises where water is utilized (such as sinks, pipes, faucets, water heaters, coffee machines, ice machines, water dispensers and water fountains), and in locations that may be designated from time to time by Landlord (the “Sensor Areas”). In connection with any Alterations affecting or relating to any Sensor Areas, Landlord, in its sole and absolute discretion, may require Water Sensors to be installed or updated by Tenant, at Tenant’s sole cost and expense, in which event Tenant shall use an experienced and qualified contractor reasonably designated by Landlord and comply with all of the other provisions of Article 8 of the Lease. Tenant shall, at Tenant’s sole cost and expense, pursuant to Article 7 of the Lease, keep any Water Sensors located in the Premises (whether installed by Tenant or someone else) in good working order, repair and condition at all times during the Lease Term and comply with all of the other provisions of Article 7 of the Lease. Notwithstanding any provision to the contrary contained herein, Landlord has neither an obligation to monitor, repair or otherwise maintain the Water Sensors, nor an obligation to respond to any alerts it may receive from the Water Sensors or which may be generated from the Water Sensors. Upon the expiration of the Lease Term, or immediately following any earlier termination of the Lease, Tenant shall leave the Water Sensors in place together with all necessary user information such that the same may be used by a future occupant of the Premises (e.g., the water sensors shall be unblocked and ready for use by a third-party).

7. Condition of the Premises. Tenant currently occupies and, as of the date of this First Amendment, is fully aware of the condition of, and shall continue to accept, the Existing Premises in its presently existing, “as-is” condition, and hereby further acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Existing Premises, the Building, or the Project or with respect to the suitability of any of the foregoing or the Expansion Premises for the conduct of Tenant’s business. Except as specifically set forth herein or in the Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Expansion Premises, and Tenant shall accept the Expansion Premises in its presently existing, “as-is” condition. Landlord shall construct the improvements in the Expansion Premises pursuant to the terms of the Work Letter.

8. Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this First Amendment other than CB Richard Ellis and Jones Lang LaSalle (the “Brokers”), and that they

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know of no other real estate broker or agent who is entitled to a commission in connection with this First Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s dealings with any real estate broker or agent, other than the Brokers. The terms of this Section 8 shall survive the expiration or earlier termination of the term of the Lease, as amended.

9. No Further Modification. Except as set forth in this First Amendment, all of the terms and provisions of the Lease are hereby ratified and confirmed and shall apply with respect to the Expansion Premises and shall remain unmodified and in full force and effect. In the event of any conflict between the terms and conditions of the Lease and the terms and conditions of this First Amendment, the terms and conditions of this First Amendment shall prevail.

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IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above written.

“LANDLORD”
KILROY REALTY 303, LLC, a Delaware limited liability company
By:	Kilroy Realty, L.P., a Delaware limited partnership, Its Sole Member
	By:	Kilroy Realty Corporation, a Maryland corporation, General Partner

By: /s/ Jeffrey C. Hawken

Name: Jeffrey C. Hawken

Its: Chief Operating Officer

By: /s/ John T. Fucci

Name: John T. Fucci

Its: Senior Vice President, Asset Management

“TENANT”

APPDYNAMICS, INC.,

a Delaware corporation

By: /s/ Jyoti Bansal

Name: Jyoti Bansal

Its: CEO/Chairman and President

By: /s/ Jason J. Heine

Name: Jason J. Heine

Its: Director of Finance

EXHIBIT A

303 SECOND STREET

OUTLINE OF EXPANSION PREMISES

EXHIBIT A

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EXHIBIT B

303 SECOND STREET

WORK LETTER

This Work Letter shall set forth the terms and conditions relating to the construction of the “Improvements,” as that term is defined in Section 2.1, below, in the Expansion Premises. This Work Letter is essentially organized chronologically and addresses the issues of the construction of the Expansion Premises, in sequence, as such issues will arise during the actual construction of the Expansion Premises.

SECTION 1

DELIVERY OF THE EXPANSION PREMISES

1.1 Base Building as Constructed by Landlord. Landlord has constructed, at its sole cost and expense, the “Base Building” (as the term is defined below). For the purposes hereof, the term “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor on which the Expansion Premises is located. Upon the Expansion Delivery Date, Landlord shall deliver the Expansion Premises to Tenant, and Tenant shall accept the Expansion Premises from Landlord in its presently existing, “as-is” condition. Except as specifically set forth in the Lease, this First Amendment, or this Work Letter, Landlord shall have no obligation to modify or improve any component in the Expansion Premises, the Building, or the Project in connection with the “Improvements” (as defined herein below).

SECTION 2

IMPROVEMENTS

2.1 Improvement Allowance. Tenant shall be entitled to a one-time improvement allowance (the “Improvement Allowance”) in the amount of $116,925.00 (i.e., $12.50 per rentable square foot of the Expansion Premises) for the costs relating to the initial design and construction of the improvements which are permanently affixed to the Expansion Premises (the “Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to immediately pay when due any portion of the “Over-Allowance Amount,” as defined in Section 4.3.1, nor shall Landlord be obligated to pay a total amount which exceeds the Improvement Allowance. Notwithstanding the foregoing or any contrary provision of this Lease, all Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance remaining as of December 31, 2013, shall remain with Landlord and Tenant shall have no further right thereto.

2.2 Disbursement of the Improvement Allowance. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) for costs related to the construction of the Improvements and for the following items and costs (collectively, the “Improvement Allowance Items”):

EXHIBIT A

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2.2.1 Payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Work Letter, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter;

2.2.2 The cost of any changes in the Base Building when such changes are required by the Construction Drawings;

2.2.3 The cost of any changes to the Construction Drawings or Improvements required by all applicable building codes (the “Code”); and

2.2.4 The “Landlord Supervision Fee”, as that term is defined in Section 4.3.2 of this Work Letter.

2.3 Building Standards. Landlord has established or may establish specifications for certain Building standard components to be used in the construction of the Improvements in the Expansion Premises. The quality of Improvements shall be equal to or of greater quality than the quality of such Building standards, provided that Landlord may, at Landlord’s option, require the Improvements to comply with certain Building standards. Landlord may make changes to said specifications for Building standards from time to time. Removal requirements for Improvements shall be as addressed in the Lease.

SECTION 3

CONSTRUCTION DRAWINGS

3.1 Selection of Architect/Construction Drawings. Landlord shall retain the architect/space planner designated by Landlord (the “Architect”) to prepare the “Construction Drawings,” as that term is defined in this Section 3.1. Landlord shall also retain the engineering consultants designated by Landlord (the “Engineers”) to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing and HVAC work of the Improvements. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings shall comply with the drawing format and specifications as determined by Landlord, and shall be subject to approval by Landlord and Tenant. Notwithstanding the foregoing, Landlord’s review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or prepared by Landlord’s architect, engineers or consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Tenant’s waiver and indemnity set forth in the Lease, as amended, shall specifically apply to the Construction Drawings.

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3.2 Final Space Plan. Landlord and Tenant hereby approve that certain final space plan for Improvements in the Expansion Premises attached to this Work Letter as Schedule 1 (the “Final Space Plan”).

3.3 Final Working Drawings. As soon as reasonably practicable after the approval of the Final Space Plan, the Architect and the Engineers shall complete the architectural and engineering drawings for the Expansion Premises, and the final architectural working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Final Working Drawings”), which Final Working Drawings shall be a logical extension of the Final Space Plan and shall be subject to approval by Landlord and Tenant.

3.4 Permits. The Final Working Drawings shall be approved by Landlord and Tenant (the “Approved Working Drawings”) prior to the commencement of the construction of the Improvements. Landlord shall immediately submit the Approved Working Drawings to the appropriate municipal authorities for all applicable building and other permits necessary to allow “Contractor,” as that term is defined in Section 4.1, below, to commence and fully complete the construction of the Improvements (the “Permits”). No changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord.

3.5 Cooperation by Tenant. Tenant shall use its best, good faith, efforts and all due diligence to cooperate with the Architect, the Engineers, and Landlord to complete all phases of the Construction Drawings and the permitting process, and with Contractor for approval of the “Cost Proposal,” as that term is defined in Section 4.2 of this Work Letter, as soon as possible after the execution of this First Amendment, and, in that regard, shall meet with Landlord on a scheduled basis to be determined by Landlord, to discuss Tenant’s progress in connection with the same. Tenant shall respond to Landlord’s requests for information and/or approvals within three (3) business days following request by Landlord (unless another period of time is expressly stated herein for such response by Tenant).

3.6 Electronic Approvals. Notwithstanding any provision to the contrary contained in the Lease or this Work Letter, either party may transmit or otherwise deliver any of the approvals required under this Work Letter via electronic mail to the other party’s representative identified in Section 6.2 or 6.3, as the case may be, of this Work Letter, or by any of the other means identified in the Lease for delivery of notices.

SECTION 4

CONSTRUCTION OF THE IMPROVEMENTS

4.1 Contractor. A contractor designated by Landlord (“Contractor”) shall construct the Improvements.

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4.2 Cost Proposal. After the Approved Working Drawings are signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Improvements (the “Cost Proposal”). Tenant shall approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same, and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal and to commence the construction relating to such items. The date by which Tenant must approve and deliver the Cost Proposal to Landlord shall be known hereafter as the “Cost Proposal Delivery Date”.

4.3 Construction of Improvements by Contractor under the Supervision of Landlord.

4.3.1 Over-Allowance Amount. If the Cost Proposal is greater than the amount of the Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Improvements) (such difference being referred to as the “Over-Allowance Amount”), then Tenant shall be responsible for payment of the entire Over-Allowance Amount. Prior to the commencement of construction of the Improvements, Tenant shall supply Landlord with cash in an amount equal to fifty percent (50%) of the Over-Allowance Amount, and such portion of the Over-Allowance amount shall be held by Landlord and disbursed by Landlord on a pro-rata basis along with any of the then remaining portion of the Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Improvement Allowance. In addition, Tenant pay to Landlord, within five (5) days after receipt of any invoice therefor, a fraction of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter, which fraction shall be equal to that portion of the Over-Allowance Amount not previously deposited with Landlord as provided hereinabove divided by the amount of the Cost Proposal (each such payment hereunder being referred to as an “Over-Allowance Payment”), and Tenant’s failure to make any payment of the Over-Allowance Amount (including any Over-Allowance Payment) as and when required hereunder shall constitute a default by Tenant under this Work Letter. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Over-Allowance Amount, and 50% of the amount of such costs shall be paid to Landlord in cash and held by Landlord as provided hereinabove, and the remainder of such costs shall be payable by Tenant in Over-Allowance Payments as provided for hereinabove. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the need and cost for such alterations, then Tenant shall pay the cost of such required changes in advance upon receipt of notice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, plus fifteen percent (15%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to pay any portion of the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Expansion Premises until such time as Landlord receives payment of such portion of the Over-Allowance Amount.

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4.3.2 Landlord’s Retention of Contractor. Landlord shall independently retain Contractor to construct the Improvements in accordance with the Approved Working Drawings and the Cost Proposal and Landlord shall supervise the construction by Contractor, and Tenant shall pay a construction supervision and management fee (the “Landlord Supervision Fee”) to Landlord in an amount equal to the product of (i) five percent (5%) multiplied by (ii) the total aggregate costs incurred by Tenant and Landlord to design and construct the Improvements (including the Over-Allowance Amount, if any, as such Over-Allowance Amount may increase pursuant to the terms of this Work Letter).

4.3.3 Contractor’s Warranties and Guaranties. The Contractor shall guaranty, on commercially reasonable terms, that the Improvements shall be free from defects in workmanship and materials for a period of not less than one (1) year from the date of the substantial completion of the Improvements. Accordingly, Landlord hereby assigns to Tenant all warranties and guaranties by Contractor relating to, or arising out of construction of, the Improvements; provided that, Landlord shall correct or cause the Contractor to correct any defects in workmanship or materials with respect to the Improvements, which defects are brought to Landlord’s attention in writing on or before the date that is eleven (11) months after the substantial completion of the Improvements; provided further that, despite the assignment of such warranties and guaranties to Tenant, Landlord shall nevertheless retain its rights under its contract with the Contractor to the extent necessary to enforce any warranty or guaranty thereunder in connection with Landlord’s performance of its obligations as set forth in the immediately preceding clause. Subject to Landlord’s obligation to correct defects as set forth above, and except to the extent such claims arise from the negligence or willful misconduct of Landlord or the Landlord Parties, Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Improvements.

4.3.4 Completion of Construction. The Improvement Allowance Items shall include, without limitation, any reasonable costs incurred by Landlord (a) to cause Contractor and Architect to record a Notice of Completion in the office of the County Recorder of the county in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and ( b) to cause Architect to prepare and deliver to the Building a copy of the “as built” plans and specifications (including all working drawings) for the Improvements.

SECTION 5

NO CONSTRUCTIVE EVICTION

Since Tenant shall be in occupancy of the Expansion Premises during the Construction of the Improvements, Landlord agrees that it shall use commercially reasonable efforts to perform the Improvements in a manner so as to minimize interference with Tenant use of the Expansion Premises. Tenant hereby acknowledges that, notwithstanding Tenant’s occupancy of the Expansion Premises during the construction of the Improvements by Landlord, Landlord shall be permitted to construct the Improvements in the Expansion Premises during normal business hours, without any obligation to pay overtime or other premiums; to the extent, however, that Tenant agrees in writing to pay any overtime or other premiums incurred in connection with the construction of the Improvements in the Expansion Premises, the Improvements shall be

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constructed during hours other than the normal business hours. Tenant shall provide a clear working area for such work, if necessary (including, but not limited to, the moving of furniture, fixtures and Tenant’s property away from the area in which Landlord is constructing the Improvements). Tenant hereby agrees that the construction of the Improvements, whether performed prior to or following the Expansion Rent Commencement Date, shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Improvements, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from the Improvements or Landlord’s actions in connection with the Improvements, or for any inconvenience or annoyance occasioned by the Improvements or Landlord’s actions in connection with the Improvements.

SECTION 6

MISCELLANEOUS

6.1 Intentionally Omitted.

6.2 Tenant’s Representative. Tenant has designated Jason Heine as its sole representative with respect to the matters set forth in this Work Letter (whose e-mail address for the purposes of this Work Letter is jheine@appdynamics.com), who, until further notice to Landlord, shall have full authority and responsibility to act on behalf of the Tenant as required in this Work Letter.

6.3 Landlord’s Representative. Landlord has designated Rich Ambidge and Eddie Perez as “Project Managers”, who shall each be responsible for the implementation of all Improvements to be performed by Landlord in the Expansion Premises. With regard to all matters involving such Improvements, Tenant shall communicate with the Project Managers rather than with the Contractor. Landlord shall not be responsible for any statement, representation or agreement made between Tenant and the Contractor or any subcontractor. It is hereby expressly acknowledged by Tenant that such Contractor is not Landlord’s agent and has no authority whatsoever to enter into agreements on Landlord’s behalf or otherwise bind Landlord. The Project Managers will furnish Tenant with notices of substantial completion, cost estimates for above standard Improvements, Landlord’s approvals or disapprovals of all documents to be prepared by Tenant pursuant to this Work Letter and changes thereto.

6.4 Tenant’s Agents. All subcontractors, laborers, materialmen, and suppliers retained directly by Tenant, if any, shall all be union labor in compliance with the then existing master labor agreements.

6.5 Time of the Essence. Time is of the essence under this Work Letter. Unless otherwise indicated, all references herein to a “number of days” shall mean and refer to calendar days. In all instances where Tenant is required to approve or deliver an item, if no written notice of approval is given or the item is not delivered within the stated time period, at Landlord’s sole option, at the end of such period the item shall automatically be deemed approved or delivered by Tenant and the next succeeding time period shall commence.

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6.6 Tenant’s Lease Default. Notwithstanding any provision to the contrary contained in the Lease, as amended, or this Work Letter, if any default by Tenant under the Lease, as amended, or this Work Letter (including, without limitation, any failure by Tenant to fund any portion of the Over-Allowance Amount) occurs, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, as amended, Landlord shall have the right to withhold payment of all or any portion of the Improvement Allowance and/or Landlord may, without any liability whatsoever, cause the cessation of construction of the Improvements (in which case, Tenant shall be responsible for any costs occasioned thereby), and (ii) all other obligations of Landlord under the terms of the Lease, as amended, and this Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of the Lease, as amended.

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SCHEDULE 1 TO EXHIBIT B

APPROVED FINAL SPACE PLAN

EXHIBIT B

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SECOND AMENDMENT TO OFFICE LEASE

This SECOND AMENDMENT TO OFFICE LEASE (this “Second Amendment”) is made and entered into as of the 17^th day of June 2013, by and between KILROY REALTY 303, LLC, a Delaware limited liability company (“Landlord”), and APPDYNAMICS, INC., a Delaware corporation (“Tenant”).

R E C I T A L S :

A. Landlord and Tenant entered into that certain Office Lease dated May 20, 2011 (the “Office Lease”), as amended by that certain First Amendment to Office Lease dated as of October 2, 2012 (the “First Amendment”) (the Office Lease, as amended by the First Amendment, is collectively referred to herein as the “Lease”), whereby Landlord leases to Tenant and Tenant leases from Landlord those certain premises consisting of 21,667 rentable square feet of space (“Existing Premises”) comprised of (i) 12,313 rentable square feet of space commonly known as Suite 450 North (“Suite 450”) located on the fourth (4^th) floor of the ten story tower (the “North Tower”) part of that certain office building located at 303 Second Street, San Francisco, California 94107 (the “Building”), and (ii) 9,354 rentable square feet of space commonly known as Suite 520 North (“Suite 520”) located on the fifth (5^th) floor of the North Tower of the Building.

B. Landlord and Tenant now desire to amend the Lease (i) to extend the Lease Term of the Lease and (ii) to relocate the Existing Premises to 41,718 rentable square feet of space commonly known as Suite 800 North, located on the eighth (8^th) floor of the North Tower of the Building (the “New Premises”), as delineated on Exhibit A attached hereto and made a part hereof, and (iii) to make other modifications to the Lease, and in connection therewith, Landlord and Tenant desire to amend the Lease as hereinafter provided. For the purposes of this Second Amendment and for convenience only, the New Premises shall be deemed to be comprised of these discreet portions of space each containing a specified number of rentable square feet as follows: (A) a portion of the New Premises containing 12,313 rentable square feet shall be referred to herein as “Suite 850”, (B) a portion of the New Premises containing 9,354 rentable square feet shall be referred to herein as “Suite 820”, and (C) a portion of the New Premises containing 20,051 rentable square feet shall be referred to herein as “Suite 801”; provided, however, the Parties hereby acknowledge and agree that the foregoing portions of space (i.e., Suite 850, Suite 820, and Suite 801) will not be separately demised within the New Premises and are used in this Second Amendment for identification and Rent calculation purposes only.

A G R E E M E N T :

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

1. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expressly superseded by the terms of this Second Amendment.

2. New Premises.

2.1 New Premises Commencement Date. Effective as of the date (the “New Premises Commencement Date”) which shall be the earlier to occur of (i) the date upon which Tenant first commences to conduct business in the New Premises and , and (ii) the date upon which the New Premises is “Ready for Occupancy,” as that term is defined in Section 5.1 of the Work Letter attached hereto as Exhibit B (the “Work Letter”), which New Premises Commencement Date is anticipated to be November 1, 2013, Tenant shall lease from Landlord and Landlord shall lease to Tenant the New Premises on the terms and conditions set forth in the Lease, as hereby amended. Further, subject to the terms of Section 3 below, effective as of the New Premises Commencement Date Tenant’s lease of the Existing Premises shall terminate and be of no further force or effect, and Tenant shall lease from Landlord and Landlord shall lease to Tenant the New Premises on the terms and conditions set forth in the Lease, as hereby amended. Consequently, effective upon the New Premises Commencement Date, the New Premises shall be substituted for the Existing Premises and all references in the Lease, as hereby amended, to the “Premises” shall mean and refer to the “New Premises”, unless the context clearly requires otherwise.

2.2 New Premises Term. Landlord and Tenant acknowledge that notwithstanding Tenant’s termination and surrender of the Existing Premises as set forth in Section 3 of this Second Amendment, pursuant to the terms of the Lease, the Lease Term with respect to the Existing Premises is scheduled to expire on June 30, 2015. Notwithstanding anything to the contrary set forth in the Lease, effective as the New Premises Commencement Date, the Lease Term for the New Premises shall be extended beyond June 30, 2015, through and including the last day of the ninetieth (90^th) full calendar month from and after the New Premises Commencement Date (the “New Premises Term Expiration Date”), unless sooner terminated as provided in the Lease, as hereby amended (the “New Premises Term Expiration Date”), on the terms and conditions set forth in this Second Amendment. By way of example only, if the New Premises Commencement Date occurs on October 1, 2013, then the New Premises Term Expiration Date shall be March 31, 2021; and if the New Premises Commencement Date occurs on October 15, 2013, then the New Premises Term Expiration Date shall be April 30, 2021. The period of time beginning on the New Premises Commencement Date and ending on the New Premises Term Expiration Date shall be referred to herein as the “New Premises Term.” At any time during the New Premises Term, Landlord may deliver to Tenant a notice in the form materially comparable to that attached to the Office Lease as Exhibit C, as confirmation only of the information set forth therein, which Tenant shall execute and return to Landlord within five (5) days receipt thereof.

3. Surrender of Existing Premises.

3.1 Termination and Surrender. Tenant hereby agrees to vacate the Existing Premises and surrender and deliver exclusive possession of the Existing Premises to Landlord on or before the date that is five (5) business days following the New Premises Commencement Date (the “Existing Premises Termination Date”) in broom clean condition provided that Tenant shall

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remove (i) all of Tenant’s personal property from the Existing Premises, (ii) any communications or computer wires and cables in or serving the Existing Premises, (iii) any logos, decals, and white boards on the walls of the Existing Premises, and (iv) any Alterations in the Existing Premises performed after the date of this Second Amendment, and Tenant shall repair any damage to the Existing Premises and Building caused by such removal and return the affected portion of the Existing Premises to a building standard improved condition as determined by Landlord, and thereafter, Tenant shall have no further obligations with respect to the Existing Premises except, those obligations under the Lease, as amended, which relate to the term of Tenant’s lease of the Existing Premises prior to the New Premises Commencement Date and/or which specifically survive the expiration of the Lease. In the event that Tenant fails to vacate the Existing Premises and surrender and deliver exclusive possession of the Existing Premises to Landlord on or before the New Premises Commencement Date in accordance with this Section 3 of the Second Amendment and the provisions of the Lease, then Tenant shall be deemed to be in holdover of the Existing Premises and shall be subject to the terms of Article 16 of the Lease.

3.2 Representations of Tenant. Tenant represents and warrants to Landlord that, with respect to the Existing Premises, (i) Tenant has not heretofore sublet the Existing Premises nor assigned all or any portion of its interest in the Lease with respect thereto, nor shall any such transaction be in effect as of the New Premises Commencement Date, (ii) no other person, firm or entity has any right, title or interest in the Lease with respect to the Existing Premises, (iii) Tenant has the full right, legal power and actual authority to enter into this Second Amendment and to terminate Tenant’s lease of the Existing Premises without the consent of any person, firm or entity, and (iv) the individuals executing this Second Amendment on behalf of Tenant have the full right, legal power and actual authority to bind Tenant to the terms and conditions hereof. Tenant further represents and warrants to Landlord that, as of the date hereof, there are no, and as of the New Premises Commencement Date, there shall be no, mechanic’s liens or other liens encumbering all or any portion of the Existing Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors, assigns or subtenants. The representations and warranties set forth in this Section 3.2 shall survive the termination of Tenant’s lease of the Existing Premises and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

4. Base Rent.

4.1 Existing Premises Base Rent Prior to the New Premises Commencement Date. Prior to, and continuing through the day immediately preceding the New Premises Commencement Date, Tenant shall continue to pay Base Rent in accordance with the terms of the Lease in the following amounts: (i) with respect to Suite 450, in accordance with the terms of Article 3 of the Office Lease in the amounts set forth in Section 4 of the Summary of Basic Lease Information, and (ii) with respect to Suite 520, in the amounts set forth in Section 4.2 of the First Amendment.

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4.2 New Premises Base Rent Prior to July 1, 2015.

4.2.1 Suite 850. Notwithstanding anything to the contrary set forth in the Lease, as hereby amended, commencing on the New Premises Commencement Date and continuing through and including June 30, 2015, Tenant shall pay to Landlord monthly installments of Base Rent for the space referred to herein as Suite 850 as follows:

Period	Annualized Base Rent*			Monthly Installment of Base Rent*			Approximate Annual Rental Rate per Rentable Square Foot
New Premises Commencement Date – June 30, 2014	$	483,162.12	**¯	$	40,263.51	**¯	$	39.24
July 1, 2014 – June 30, 2015	$	494,982.60	**	$	41,248.55	**	$	40.20

** Notwithstanding anything to the contrary contained herein, in the event Tenant is deemed to be in holdover of the Existing Premises beyond the Existing Premises Termination Date, then Tenant’s payment of Base Rent for the Existing Premises in accordance with Section 3 of this Second Amendment and Section 16 of the Office Lease while Tenant is in holdover of the Existing Premises shall not be deemed to waive or reduce Tenant’s obligation to pay Base Rent for space referred to herein as Suite 850 as set forth in this Section 4.2.1.

¯ Subject to the terms set forth in Section 4.4 below, the Base Rent attributable to the space referred to herein as Suite 850 for the period commencing on the first calendar day of the first full calendar month following the New Premises Commencement Date and ending on last calendar day of the first full calendar month following the New Premises Commencement Date shall be abated.

4.2.2 Suite 820. Notwithstanding anything to the contrary set forth in the Lease, as hereby amended, commencing on the New Premises Commencement Date and continuing through and including June 30, 2015, Tenant shall pay to Landlord monthly installments of Base Rent for the space referred to herein as Suite 820 as follows:

Period	Annualized Base Rent*			Monthly Installment of Base Rent*			Approximate Annual Rental Rate per Rentable Square Foot
New Premises Commencement Date – December 14, 2013	$	448,992.00	**¯	$	37,416.00	**¯	$	48.00
December 15, 2013 – December 14, 2014	$	462,461.76	**	$	38,538.48	**	$	49.44
December 15, 2014 – June 30, 2015	$	476,335.56	**	$	39,694.63	**	$	50.92

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** Notwithstanding anything to the contrary contained herein, in the event Tenant is deemed to be in holdover of the Existing Premises beyond the Existing Premises Termination Date, then Tenant’s payment of Base Rent for the Existing Premises in accordance with Section 3 of this Second Amendment and Section 16 of the Office Lease while Tenant is in holdover of the Existing Premises shall not be deemed to waive or reduce Tenant’s obligation to pay Base Rent for space referred to herein as Suite 820 as set forth in this Section 4.2.2.

¯ Subject to the terms set forth in Section 4.4 below, the Base Rent attributable to the space referred to herein as Suite 820 for the period commencing on the first calendar day of the first full calendar month following the New Premises Commencement Date and ending on last calendar day of the first full calendar month following the New Premises Commencement Date shall be abated.

4.2.3 Suite 801. Notwithstanding anything to the contrary set forth in the Lease, as hereby amended, commencing on the New Premises Commencement Date and continuing through and including June 30, 2015, Tenant shall pay to Landlord monthly installments of Base Rent for the space referred to herein as Suite 801 as follows:

Period	Annualized Base Rent*			Monthly Installment of Base Rent*			Approximate Annual Rental Rate per Rentable Square Foot
New Premises Commencement Date – June 30, 2015	$	1,082,754.00	**¯	$	90,229.50	**¯	$	54.00

** Notwithstanding anything to the contrary contained herein, in the event Tenant is deemed to be in holdover of the Existing Premises beyond the Existing Premises Termination Date, then Tenant’s payment of Base Rent for the Existing Premises in accordance with Section 3 of this Second Amendment and Section 16 of the Office Lease while Tenant is in holdover of the Existing Premises shall not be deemed to waive or reduce Tenant’s obligation to pay Base Rent for space referred to herein as Suite 801 as set forth in this Section 4.2.3.

¯ Subject to the terms set forth in Section 4.4 below, the Base Rent attributable to the space referred to herein as Suite 801 for the period commencing on the first calendar day of the first full calendar month following the New Premises Commencement Date and ending on last calendar day of the first full calendar month following the New Premises Commencement Date shall be abated.

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4.3 Base Rent for the Entire New Premises Commencing July 1, 2015 and continuing through the New Premises Term Expiration Date. Notwithstanding anything to the contrary set forth in the Lease, as hereby amended, commencing on July 1, 2015 and continuing through the New Premises Term Expiration Date, Tenant shall pay to Landlord monthly installments of Base Rent for the entire New Premises (i.e., Suite 850, Suite 820, and Suite 801) as follows

Period	Annualized Base Rent*		Monthly Installment of Base Rent*		Approximate Annual Rental Rate per Rentable Square Foot
July 1, 2015 – June 30, 2016	$	2,320,355.16	$	193,362.93	$	55.62
July 1, 2016 – June 30, 2017	$	2,389,965.84	$	199,163.82	$	57.29
July 1, 2017 – June 30, 2018	$	2,461,664.76	$	205,138.73	$	59.00
July 1, 2018 – June 30, 2019	$	2,535,514.68	$	211,292.89	$	60.78
July 1, 2019 – June 30, 2020	$	2,611,580.16	$	217,631.68	$	62.60
July 1, 2020 – New Premises Term Expiration Date	$	2,689,927.56	$	224,160.63	$	64.48

* Commencing July 1, 2015, the Annualized Base Rent (and monthly installment of Base Rent) was calculated by multiplying the Annual Rental Rate per Rentable Square Foot (i.e., $55.62) by the number of rentable square feet in the New Premises. In all subsequent periods during the New Premises Term, the calculation of Annualized Base Rent (and monthly installment of Base Rent) reflects an annual increase of three percent (3%).

4.4 New Premises Base Rent Abatement. Provided that no event of monetary default beyond the applicable notice and cure period is occurring during the period commencing on the first day of the first full calendar month commencing on or after the New Premises Commencement Date and ending on last calendar day of the first full calendar month commencing on or after the New Premises Commencement Date (the “New Premises Base Rent Abatement Period”), Tenant shall not be obligated to pay any Base Rent otherwise attributable to the New Premises (i.e., Suite 850, Suite 820, and Suite 801) during such New Premises Base Rent Abatement Period (the “New Premises Base Rent Abatement”). Landlord and Tenant acknowledge that the aggregate amount of the New Premises Base Rent Abatement equals One Hundred Sixty-Seven Thousand Nine Hundred Nine and 01/100 Dollars ($167,909.01, i.e., the sum

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of $40,263.51 attributable to Suite 850, the sum of $37,416.00 attributable to Suite 820, and the sum of $90,229.50 attributable to Suite 801). Tenant acknowledges and agrees that during such New Premises Base Rent Abatement Period, such abatement of Base Rent for the New Premises (i.e., Suite 850, Suite 820, and Suite 801) shall have no effect on the calculation of any future increases in Base Rent or Direct Expenses payable by Tenant pursuant to the terms of the Lease, as hereby amended, which increases shall be calculated without regard to such New Premises Base Rent Abatement. Additionally, Tenant shall be obligated to pay all Additional Rent during the New Premises Base Rent Abatement Period. Tenant acknowledges and agrees that the foregoing New Premises Base Rent Abatement has been granted to Tenant as additional consideration for entering into this Second Amendment, and for agreeing to pay the Base Rent and perform the terms and conditions otherwise required under the Lease, as hereby amended. In the event of a default by Tenant under the terms of the Lease, as hereby amended, that results in early termination pursuant to the provisions of Article 19 of the Office Lease, then as a part of Landlord’s exercise of its remedies as set forth in Section 19.2 of the Office Lease, Landlord shall be entitled to make a claim to recover the monthly Base Rent that was abated under the provisions of this Section 4.4; provided, however, if Landlord actually recovers from Tenant the total aggregate amount of Base Rent which would have otherwise been due under this Second Amendment absent Tenant’s default, then Landlord shall not be entitled to make a claim to recover the monthly Base Rent that was abated under the provisions of this Section 4.4.

5. Direct Expenses.

5.1 Prior to the New Premises Commencement Date. Prior to the New Premises Commencement Date, Tenant shall continue to pay Tenant’s Share of Direct Expenses in connection with the Existing Premises in accordance with the terms of the Lease.

5.2 From and after the New Premises Commencement Date.

5.2.1 Suite 850. Notwithstanding anything to the contrary set forth in the Lease, commencing on the New Premises Commencement Date and continuing through the New Premises Term Expiration Date, Tenant shall pay Tenant’s Share of Direct Expenses in connection with the space referred to herein as Suite 850 in accordance with the terms of the Lease; provided that Tenant’s Share for the space referred to herein as Suite 850 shall be 1.68% and the Base Year for the space referred to herein as Suite 850 shall be 2011.

5.2.2 Suite 820. Notwithstanding anything to the contrary set forth in the Lease, commencing on the New Premises Commencement Date and continuing through the New Premises Term Expiration Date, Tenant shall pay Tenant’s Share of Direct Expenses in connection with the space referred to herein as Suite 820 in accordance with the terms of the Lease; provided that Tenant’s Share for the space referred to herein as Suite 820 shall be 1.28% and the Base Year for the space referred to herein as Suite 820 shall be 2013.

5.2.3 Suite 801. Notwithstanding anything to the contrary set forth in the Lease, commencing on the New Premises Commencement Date and continuing through the New Premises Term Expiration Date, Tenant shall pay Tenant’s Share of Direct Expenses in connection with the space referred to herein as Suite 801 in accordance with the terms of the Lease; provided that Tenant’s Share for the space referred to herein as Suite 820 shall be 2.74% and the Base Year for the space referred to herein as Suite 801 shall be 2014.

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6. Condition of the New Premises. Except as specifically set forth herein or in the Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvements in the New Premises, and Tenant shall accept the New Premises in its presently existing, “as-is” condition. Landlord shall construct the Improvements in the New Premises pursuant to the terms of the Work Letter. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the New Premises, the North Tower, or the Building or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business.

7. Temporary Premises.

7.1 Temporary Premises Commencement Date. Tenant hereby leases from Landlord and Landlord hereby leases to Tenant 10,791 rentable square feet of space commonly known as Suite 650 North located on the sixth (6^th) floor of the North Tower of the Building (the “Temporary Premises”), as delineated on Exhibit A-1 attached hereto and made a part hereof. The lease term for the Temporary Premises (the “Temporary Premises Term”) shall commence on July 15, 2013 (the “Temporary Premises Commencement Date”) and shall end on the date that is five (5) business days following the Existing Premises Termination Date. The Temporary Premises shall be subject to all the terms and conditions of the Lease, except as otherwise expressly set forth in this Section 7.

7.2 Temporary Premises Base Rent. Tenant shall pay to Landlord in accordance with the terms of Article 3 of the Office Lease the sum of Forty-Two Thousand Two Hundred Sixty-Four and 75/100 Dollars ($42,264.75) on or before the first day of each calendar month during the Temporary Premises Term without prior demand. Base Rent payable for the Temporary Premises for any partial month shall be prorated in accordance with the terms of Article 3 of the Office Lease.

7.3 Tenant’s Share. Tenant shall not be obligated to pay Tenant’s Share of Direct Expenses with respect to the Temporary Premises during the Temporary Premises Term, it being understood that such sum is included in the Base Rent payable with respect to the Temporary Premises.

7.4 Improvements to Temporary Premises. Tenant has inspected the Temporary Premises 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. Any Alterations or improvements that Tenant desires to make to the Temporary Premises shall be subject to Article 8 of the Office Lease. Tenant shall vacate and surrender the Temporary Premises to Landlord on or before the Temporary Premises Termination Date in “broom clean” condition such that the Temporary Premises is in as good condition as when it was delivered to Tenant, reasonable wear and tear and casualty excepted. Tenant shall remove any Alterations or improvements as required by Landlord pursuant to Section 8.5 of the Office Lease, provided that Tenant shall not be responsible to remove any improvements existing in the Temporary Premises as of the date Landlord delivers the Temporary Premises to Tenant. In the event that Tenant fails to timely vacate and surrender the Temporary Premises, Tenant shall be deemed to be in holdover of the Temporary Premises and the terms of Article 16 of the Office Lease shall apply to such holdover.

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7.5 Parking. Tenant shall not be entitled to any additional parking passes with respect to, or in connection with, Tenant’s lease of the Temporary Premises.

7.6 Assignment and Subletting. Tenant shall have no right to sublease the Temporary Premises.

8. Right of First Offer. Landlord hereby grants to the Original Tenant and any Permitted Transferee, a one-time right of first offer with respect to rentable space that becomes available for lease on the fifth (5^th) floor of the North Tower of the Building (the “First Offer Space”). Notwithstanding the foregoing, such first offer right of Tenant shall (A) be exercisable as to any First Offer Space only following the expiration or earlier termination of the existing leases (including any extensions thereof) of such First Offer Space and with respect to Suite 520, after the expiration or earlier termination of the first lease entered into by Landlord with a third party tenant after the date hereof, and (B) be subordinate to all existing rights of third parties to lease such First Offer Space, including, without limitation, any expansion, first offer, first negotiation or other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to lease amendment or new leases (all such tenants leasing the First Offer Space and third parties with existing rights, collectively, the “Superior Right Holders”). Tenant’s right of first offer shall be on the terms and conditions set forth in this Section 8.

8.1 Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”) when and if the First Offer Space becomes available for lease to third parties (as reasonably determined by Landlord), provided that all Superior Right Holder have declined to lease such space. Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the First Offer Space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth the “First Offer Rent,” as that term is defined in Section 8.3 below, and the other economic terms upon which Landlord is willing to lease such space to Tenant.

8.2 Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first offer with respect to the space described in the First Offer Notice, then within ten (10) business days following delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant’s election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice. If Tenant does not notify Landlord within the ten (10) business day period set forth above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to any party on any terms Landlord desires. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the First Offer Space offered by Landlord to Tenant, and Tenant may not elect to lease only a portion thereof.

8.3 First Offer Space Rent. The Base Rent payable by Tenant for the First Offer Space (the “First Offer Rent”) shall be consistent with comparable transactions consummated in the Building within the nine (9) month period preceding the “First Offer Commencement Date,” as that term is defined in Section 8.5 of this Second Amendment.

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8.4 Construction In First Offer Space. Tenant shall take the First Offer Space in the configuration offered by Landlord and in its then-existing “as is” condition. The construction of improvements in the First Offer Space shall comply with the terms of Article 8 of the Office Lease and other requirements Landlord may reasonably impose and the terms of the Work Letter shall not apply to the construction of any improvements in the First Offer Space.

8.5 Amendment to Lease. If Tenant timely exercises Tenant’s right to lease the First Offer Space as set forth herein, then Landlord and Tenant shall execute an amendment to the Lease or a separate lease for such First Offer Space upon the terms and conditions as set forth in the First Offer Notice and this Section 8. Tenant shall commence payment of Rent for the First Offer Space, and the term of the First Offer Space shall commence upon the date of delivery of the First Offer Space to Tenant, subject to any build-out time provided in the First Offer Notice (the “First Offer Commencement Date”) and shall terminate coterminously with the New Premises on the New Premises Term Expiration Date.

8.6 Termination of Right of First Offer. The rights contained in this Section 8 shall be personal to the Original Tenant and any Permitted Transferee, and may only be exercised by the Original Tenant and such Permitted Transferee (and not any assignee, sublessee or other transferee of the Original Tenant’s or such Permitted Transferee’s interest in the Lease) if the Original Tenant or such Permitted Transferee occupies at least seventy five percent (75%) of the rentable area of the then existing Premises as of the date of the attempted exercise of the right of first offer by Tenant and as of the scheduled date of delivery of such First Offer Space to Tenant. The right of first offer granted herein shall terminate with respect to any particular First Offer Space upon the failure by Tenant to exercise its right of first offer with respect to the First Offer Space so offered by Landlord. Tenant shall not have the right to lease First Offer Space pursuant to the terms of this Section 8 in the event that less than two (2) years remain prior to the New Premises Term Expiration Date; provided, however, to the extent Tenant then has an unexpired renewal option with respect to the New Premises Term pursuant to Section 10 of this Second Amendment, then Tenant shall have the right to exercise such renewal option simultaneously with Tenant’s exercise of its first offer right hereunder in order to cause the New Premises Term Expiration Date to occur more than two (2) years following the First Offer Commencement Date. Tenant shall not have the right to lease First Offer Space, as provided in this Section 8, if, as of the date of the attempted exercise of any right of first offer by Tenant, or, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default under the Lease beyond the applicable notice and cure period provided in the Lease or Tenant has previously been in default under the Lease beyond the applicable notice and cure period provided in the Lease more than once during the prior twelve (12) month period.

9. Option Term. Tenant shall have one (1) option to extend the New Premises Term for a period of five (5) years for the entire New Premises in accordance with the requirements set forth in Section 2.2 of the Office Lease.

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10. Letter of Credit. Landlord and Tenant acknowledge that Landlord is currently holding a letter of credit (Irrevocable Standby Letter of Credit No. SVBSF006876) (the “Existing L-C”), dated June 6, 2011, issued by Silicon Valley Bank in the current amount of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) (the “Existing L-C Amount”). Landlord and Tenant further acknowledge Tenant shall deliver to Landlord, within seven (7) business days after Tenant’s execution of this Second Amendment, an unconditional, clean, irrevocable letter of credit (the “New L-C”) in the amount set forth in Section 10.1 below (the “New L-C Amount”). Until the L-C is delivered, Landlord shall continue to hold the Existing L-C, and Tenant’s failure to timely deliver the New L-C (in the form of either a new letter of credit or an amendment to the Existing L-C) shall constitute a breach by Tenant under the Lease, as amended. As of the earlier of the date on which Tenant delivers the New L-C to Landlord or the date that is seven (7) business days after Tenant’s execution of this Second Amendment, all reference in this Second Amendment or in the Lease, as amended, to the “L-C” or the “L-C Amount” shall be deemed to refer to the New L-C or the New L-C Amount, as the case may be.

10.1 L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1 of the Office Lease and Section 8 of the Summary of Basic Lease Information are hereby deleted and replaced with “One Million Six Hundred Sixteen Thousand and 00/100 Dollars ($1,616,000.00) plus the “Additional L-C Amount” (as defined in Section 2.3 of the Work Letter), if applicable.”

10.2 Reduction of L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1.1 of the Office Lease is deleted and replaced with the following:

“21.3.1.1 Subject to the terms hereof, from time to time during New Premises Term, but in no event earlier than the second (2^nd) anniversary of the New Premises Commencement Date, and provided that (i) Tenant has not previously been in default under the Lease and is not then in default under the Lease, and (ii) Tenant delivers to Landlord a written “L-C Reduction Request” containing sufficient evidence satisfactory to Landlord (which may include, without limitation, unaudited financial statements for each calendar quarter certified by Tenant’s Chief Financial Officer and audited financial statements for each applicable fiscal year) that Tenant has been “Profitable” (as defined below) during the six (6) consecutive calendar quarters immediately preceding the date (each such date being referred to herein as a “L-C Reduction Request Date”) that Landlord receives an L-C Reduction Request the L-C Amount shall be reduced by Two Hundred Thirty Thousand and 00/100 Dollars ($230,000.00), plus fourteen and twenty-three one hundredths percent (14.23%) of the Additional L-C Amount, if applicable; provided, however, in no event shall (A) Tenant make a L-C Reduction Request than one (1) time in any given twelve (12) month period, (B) the L-C be reduced more than one (1) time in any twelve (12) month period, and (C) the L-C Amount be less than an amount equal to the sum of Four Hundred Sixty Thousand and 00/100 Dollars ($460,000.00) plus twenty-eight and forty-seven one hundredths percent (28.47%) of the Additional L-C Amount, if applicable. For the purposes of this Section, Tenant shall be deemed to have been “Profitable” during any given calendar quarter so long as (1) Tenant’s earnings before deducting interest, taxes, depreciation, and amortization, as

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determined in accordance with generally accepted accounting principles, consistently applied, exceeds the sum of Two Million and 00/100 Dollars ($2,000,000.00); and (2) Tenant’s “Net Worth” (as defined below) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00). For the Purposes of this Section, Tenant’s “Net Worth” shall be defined, as determined in accordance with generally accepted accounting principles, consistently applied, as Tenant’s total tangible assets less Tenant’s total liabilities excluding deferred revenue so long as no less than ninety-five percent (95%) of such deferred revenue represents cash received and accounts receivables that are to be collected in the ordinary course of business, in each case relating to subscription services. Within ten (10) business days after Landlord’s receipt of an L-C Reduction Request, Landlord shall deliver notice (the “Landlord Reduction Request Response”) to Tenant stating that (A) Landlord is approving the L-C Reduction Request, or (B) Landlord is rejecting the L-C Reduction Request. If Landlord does not affirmatively accept or reject the L-C Reduction Request within ten (10) business days after receipt of the L-C Reduction Request then Tenant shall deliver an additional L-C Reduction Request (the “Additional L-C Reduction Request”), and if Landlord fails to affirmatively accept or reject the L-C Reduction Request within five (5) business days after Landlord’s receipt of the Additional L-C Reduction Request, then Landlord’s failure to respond to either the L-C Reduction Request and the Additional L-C Reduction Request shall be deemed Landlord’s approval the L-C Reduction Request and the L-C shall be reduced by the sum of Two Hundred Thirty Thousand and 00/100 ($230,000.00) , plus fourteen and twenty-three one hundredths percent (14.23%) of the Additional L-C Amount, if applicable.”

11. Parking.

11.1 Prior to July 1, 2015. Prior to the July 1, 2015, Landlord and Tenant hereby acknowledge that Tenant shall be entitled to rent up to eleven (11) parking passes in accordance with Article 28 of the Office Lease.

11.2 From and after July 1, 2015. From and after July 1, 2015, Landlord and Tenant hereby acknowledge that Tenant shall be entitled to rent up to twenty-one (21) parking passes in accordance with Article 28 of the Office Lease.

12. Substitution of Other Premises. Landlord and Tenant hereby acknowledge that effective as of the New Premises Commencement Date, Article 22 of the Office Lease shall be deleted in its entirety and have no further force or effect.

13. Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Second Amendment other than CBRE, Inc. and Jones Lang LaSalle (the “Brokers”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Second Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s dealings with any real estate broker or agent, other than the Brokers. The terms of this Section 13 shall survive the expiration or earlier termination of the term of the Lease, as amended.

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14. Rooftop Rights. Provided that the Original Tenant or a Permitted Transferee occupies at least seventy five percent (75%) of the rentable area of the then existing Premises , then in accordance with, and subject to, (A) reasonable construction rules and regulations promulgated by Landlord, (B) the Building standards therefor, and (C) the TCCs set forth in Article 8 of the Office Lease and this Section 14, Tenant may install, repair, maintain and use, at Tenant’s sole cost and expense, but without the payment of any Base Rent or similar fee or charge, one (1) satellite dish on the roof of the Building for the receiving of signals or broadcasts (as opposed to the generation or transmission of any such signals or broadcasts) servicing the business conducted by Tenant from within the New Premises and no larger than two feet (2’) in diameter (such satellite dish shall be defined as the “Rooftop Equipment”). Tenant shall be solely responsible for any and all costs incurred or arising in connection with the Rooftop Equipment, including but not limited to, costs of electricity and insurance related to the Rooftop Equipment. Landlord makes no representations or warranties whatsoever with respect to the condition of the roof of the Building, or the fitness or suitability of the roof of the Building for the installation, maintenance and operation of the Rooftop Equipment, including, without limitation, with respect to the quality and clarity of any receptions and transmissions to or from the Rooftop Equipment and the presence of any interference with such signals whether emanating from the Building or otherwise. The physical appearance and the size of the Rooftop Equipment shall be subject to Landlord’s reasonable approval, the location of any such Rooftop Equipment shall be mutually agreed upon by Landlord and Tenant and Landlord may require Tenant to install screening around such Rooftop Equipment, at Tenant’s sole cost and expense, as reasonably designated by Landlord. Tenant shall service, maintain and repair such Rooftop Equipment, at Tenant’s sole cost and expense. In the event Tenant elects to exercise its right to install the Rooftop Equipment, then Tenant shall give Landlord prior notice thereof. Tenant shall reimburse to Landlord the actual out-of-pocket costs reasonably incurred by Landlord in approving such Rooftop Equipment. Tenant’s rights under this Section 14 shall terminate and shall be of no further force or effect upon the expiration or earlier termination of the New Premises Term, or, in the event the Original Tenant or a Permitted Transferee no longer occupies at least seventy five percent (75%) of the rentable area of the then existing Premises. Prior to the expiration or earlier termination of the Lease, as amended hereby, Tenant shall, as promptly as possible but in no event more than fifteen (15) days thereafter, remove and restore the affected portion of the rooftop, the Building and the New Premises to the condition the rooftop, the Building and the New Premises would have been in had no such Rooftop Equipment been installed (reasonable wear and tear excepted). Such Rooftop Equipment shall be installed pursuant to plans and specifications approved by Landlord (specifically including, without limitation, all mounting and waterproofing details), which approval will not be unreasonably withheld, conditioned, or delayed. Notwithstanding any such review or approval by Landlord, Tenant shall remain solely liable for any damage arising in connection with Tenant’s installation, use, maintenance and/or repair of such Rooftop Equipment, including, without limitation, any damage to a portion of the roof or roof membrane and any penetrations to the roof. Landlord and Tenant hereby acknowledge and agree that Landlord shall have no liability in connection with Tenant’s use, maintenance and/or repair of such Rooftop Equipment. Such Rooftop Equipment shall, in all instances, comply with applicable governmental laws, codes, rules and regulations. Tenant shall not be entitled to license

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its Rooftop Equipment to any third party, nor shall Tenant be permitted to receive any revenues, fees or any other consideration for the use of such Rooftop Equipment by a third party. Tenant’s right to install such Rooftop Equipment shall be non-exclusive, and Tenant hereby expressly acknowledges Landlord’s continued right (i) to itself utilize any portion of the rooftop of the Building, and (ii) to re-sell, license or lease any rooftop space to an unaffiliated third party; provided, however, such Landlord (or third-party) use shall not materially interfere with (or preclude the installation of) Tenant’s Rooftop Equipment. Notwithstanding any provision to the contrary contained in this Section 14, in no event shall Tenant access the roof of the Building without first receiving Landlord’s consent and being accompanied by Landlord’s escort.

15. No Further Modification. Except as set forth in this Second Amendment, all of the terms and provisions of the Lease are hereby ratified and confirmed and shall apply with respect to the New Premises and shall remain unmodified and in full force and effect. In the event of any conflict between the terms and conditions of the Lease and the terms and conditions of this Second Amendment, the terms and conditions of this Second Amendment shall prevail.

[SIGNATURES TO APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, this Second Amendment has been executed as of the day and year first above written.

“LANDLORD”
KILROY REALTY 303, LLC,
a Delaware limited liability company
By:	Kilroy Realty, L.P.,
	a Delaware limited partnership,
	Its Sole Member
	By:	Kilroy Realty Corporation,
		a Maryland corporation, General Partner
		By:	/s/ Mike L. Sanford
		Name: Mike L. Sanford
		Its:	Senior Vice President Northern California
		By:	/s/ Richard Buziak
		Name: Richard Buziak
		Its:	Senior Vice President Asset Management
“TENANT”
APPDYNAMICS, INC.,
a Delaware corporation
By:	/s/ Jyoti Bansal
		Name: Jyoti Bansal
		Its: CEO
By:	/s/ Dan Wright
		Name: Dan Wright
		Its: Assistant Secretary

EXHIBIT A

303 SECOND STREET

OUTLINE OF NEW PREMISES

EXHIBIT A

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EXHIBIT A-1

303 SECOND STREET

OUTLINE OF TEMPORARY PREMISES

EXHIBIT A-1

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EXHIBIT B

303 SECOND STREET

WORK LETTER

This Work Letter shall set forth the terms and conditions relating to the construction of the “Improvements,” as that term is defined in Section 2.1, below, in the New Premises. This Work Letter is essentially organized chronologically and addresses the issues of the construction of the New Premises, in sequence, as such issues will arise during the actual construction of the New Premises.

SECTION 1

DELIVERY OF THE NEW PREMISES

1.1 Base Building as Constructed by Landlord. Landlord has constructed, at its sole cost and expense, the “Base Building” (as the term is defined below). For the purposes hereof, the term “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor on which the New Premises is located. Landlord shall deliver the New Premises to Tenant, and Tenant shall accept the New Premises from Landlord in its presently existing, “as-is” condition. Except as specifically set forth in the Lease, this Second Amendment, or this Work Letter, Landlord shall have no obligation to modify or improve any component in the New Premises, the Building, or the Project in connection with the “Improvements” (as defined herein below).

SECTION 2

IMPROVEMENTS

2.1 Landlord Work. Landlord shall, at Landlord’s sole cost and expense, concurrently with the construction of the “Improvements” (as defined below), using Building standard materials, components and finishes, cause the construction or installation of the following items in the New Premises: (1) demolish all existing improvements in the New Premises, and (2) upgrade the restrooms located in New Premises to, among other things, make them code compliant to the extent required by Applicable Laws (collectively, the “Landlord Work”). The parties hereby acknowledge that no portion of the “Improvement Allowance” (as defined below) shall be used in connection with Landlord’s construction or installation of the Landlord Work.

2.2 Improvement Allowance. Tenant shall be entitled to a one-time improvement allowance (the “Improvement Allowance”) in the amount of Two Million Seven Hundred Eleven Thousand Six Hundred Seventy and 00/100 Dollars ($2,711,670.00) (i.e., $65.00 per rentable square foot of the New Premises) for the costs relating to the initial design and

EXHIBIT B

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construction of the improvements which are permanently affixed to the New Premises. Using Building standard materials, components and finishes, Landlord shall cause the installation and/or construction of the Improvements in the New Premises (the “Improvements”) pursuant to that certain Final Space Plan attached to this Work Letter as Schedule 1 (the “Final Space Plan”). In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay as and when due any portion of the “Over-Allowance Amount,” as defined in Section 4.3.1, nor shall Landlord be obligated to pay a total amount which exceeds the Improvement Allowance. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, all Improvements shall be deemed Landlord’s property under the terms of the Lease, as amended. Any unused portion of the Improvement Allowance remaining as of December 31, 2014, shall remain with Landlord and Tenant shall have no further right thereto.

2.3 Additional Allowance. Notwithstanding the terms and conditions set forth in Section 2.1 of this Work Letter, Tenant shall have the one-time right, exercisable by delivery of written notice (the “Additional Allowance Notice”) to Landlord on or before the September 31, 2013, to an additional tenant improvement allowance from Landlord (the “Additional Allowance”) in an amount not to exceed Ten and 00/100 Dollars ($10.00) per rentable square foot of the New Premises, for the costs relating to the initial design and construction of the Tenant Improvements for any portion of the New Premises. The Additional Allowance Notice shall specify the amount of the Additional Allowance that Tenant elects to use (which amount shall be referred to herein as the “Additional Allowance Amount”). In the event that Tenant exercises its right to use all or any portion of the Additional Allowance, then the Additional Allowance Amount shall be repaid in amortized Base Rent and, accordingly, commencing on the New Premises Commencement Date, the monthly Base Rent for the Premises shall be increased by an amount equal to the “Additional Monthly Base Rent,” as that term is defined below, in order to repay the Additional Allowance Amount to Landlord. The “Additional Monthly Base Rent” shall be determined as the missing component of an annuity, which annuity shall have (i) the Additional Allowance Amount as the present value amount, (ii) ninety (90) as the number of payments, (iii) eighty-three one hundredths (0.83), which is equal to ten percent (10%) divided by twelve (12) months per year, as the monthly interest factor, and (iv) the Additional Monthly Base Rent as the missing component of the annuity. In the event Tenant elects to utilize all or any portion of the Additional Allowance, then (a) the parties shall promptly execute an amendment (the “Additional Allowance Amendment”) to the Lease setting forth the monthly Base Rent as increased by the Additional Monthly Base Rent, and (b) Tenant shall pay to Landlord, concurrently with Tenant’s execution and delivery of the Additional Allowance Amendment to Landlord, an amount equal to the product of (A) the Additional Monthly Base Rent, and (B) the number of calendar months that have elapsed, in whole or in part, during the New Premises Term, through and including the date of such payment to Landlord. The Additional Monthly Base Rent shall not be abated pursuant to Section 4.1 of this Second Amendment. If Tenant elects to utilize the Additional Allowance, then Tenant’s use of the Additional Allowance Amount shall be subject to the terms of Section 2.4 below, with references therein to the Tenant Improvement Allowance also applying to the Additional Allowance Amount. Further, in the event that Tenant exercises its right to use all or any portion of the Additional Allowance, then, as a condition to Landlord’s obligation to disburse any portion of the Additional Allowance, Tenant shall cause the L-C amount to be increased by an amount equal to forty percent (40%) of the Additional Allowance Amount (the “Additional L-C Amount”).

EXHIBIT B

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2.4 Disbursement of the Improvement Allowance. Except as otherwise set forth in this Work Letter, the Improvement Allowance plus Additional Allowance Amount, if any, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) for costs related to the construction of the Improvements and for the following items and costs (collectively, the “Improvement Allowance Items”):

2.4.1 Payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Work Letter, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter;

2.4.2 The cost of any changes in the Base Building when such changes are required by the Construction Drawings;

2.4.3 The cost of any changes to the Construction Drawings or Improvements required by all applicable building codes (the “Code”); and

2.4.4 The “Landlord Supervision Fee”, as that term is defined in Section 4.3.2 of this Work Letter.

Notwithstanding the foregoing Improvement Allowance Items, in no event shall the Improvement Allowance, or Additional Allowance Amount, if any, be used in connection with Tenant’s furnishings, equipment, trade fixtures and/or cabling in the New Premises.

2.5 Building Standards. Landlord has established or may establish specifications for certain Building standard components to be used in the construction of the Improvements in the New Premises. The quality of Improvements shall be equal to or of greater quality than the quality of such Building standards, provided that Landlord may, at Landlord’s option, require the Improvements to comply with certain Building standards. Landlord may make changes to said specifications for Building standards from time to time. Removal requirements for Improvements shall be as set forth in Article 8 Office Lease.

2.6 Unused Allowance. Upon notice from Tenant to Landlord (the “Election Notice”) delivered on or before the date (the “Outside Date”) which is ninety (90) days following the New Premises Commencement Date, Tenant shall be entitled to utilize any unused portion of the Improvement Allowance (but in no event in excess of $1.00 for each rentable square foot of the New Premises (i.e., in no event greater than $41,718.00)) for reimbursement of Tenant’s actual out of pocket costs incurred to hire a project manager to monitor construction of the Improvements (“Project Manager Costs”), provided that Tenant provides Landlord with all invoices and reasonable supporting documentation evidencing that such Project Manager Costs

EXHIBIT B

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have been paid. Upon the occurrence of the Outside Date, any portion of the Improvement Allowance which has not been previously disbursed in connection with the Improvements and/or designated by Tenant in the Election Notice for reimbursement of Project Manager Costs shall be retained by Landlord, and Tenant shall have no right to use such amount.

SECTION 3

CONSTRUCTION DRAWINGS

3.1 Selection of Architect/Construction Drawings. Landlord shall retain Fennie and Mehl Architects (the “Architect”) as its architect to prepare the “Construction Drawings,” as that term is defined in this Section 3.1. Landlord shall also retain the engineering consultants designated by Landlord (the “Engineers”) to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing and HVAC work of the Improvements. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings shall comply with the drawing format and specifications as determined by Landlord, and shall be subject to approval by Landlord and Tenant. Notwithstanding the foregoing, Landlord’s review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or prepared by Landlord’s architect, engineers or consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Tenant’s waiver and indemnity set forth in the Lease, as amended, shall specifically apply to the Construction Drawings.

3.2 Final Space Plan. Landlord and Tenant hereby approve the Final Space Plan.

3.3 Final Working Drawings. As soon as reasonably practicable after the approval of the Final Space Plan, the Architect and the Engineers shall complete the architectural and engineering drawings for the New Premises, and the final architectural working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Final Working Drawings”), which Final Working Drawings shall be a logical extension of the Final Space Plan and shall be subject to Tenant’s review and approval, which shall not be unreasonably withheld, conditioned, or delayed. Tenant shall either approve or request a change to the Final Working Drawings within five (5) days after receipt of the same. To the extent Tenant requests a change to the Final Working Drawings, such change shall constitute a “Tenant Delay” (as defined in Section 5.2 below), unless such change is required because the Final Working Drawings were not a logical extension of the Final Space Plan. The parties hereby acknowledge that Tenant shall approve the “Power, Signal, AV Plan” prepared by the Architect for the New Premises by June 25, 2013, and to the extent Tenant fails to approve such Power, Signal, AV Plan by June 25, 2013, then such failure shall constitute a Tenant Delay.

EXHIBIT B

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3.4 Permits. The Final Working Drawings shall be approved by Landlord and Tenant (the “Approved Working Drawings”) prior to the commencement of the construction of the Improvements. Landlord shall immediately submit the Approved Working Drawings to the appropriate municipal authorities for all applicable building and other permits necessary to allow “Contractor,” as that term is defined in Section 4.1, below, to commence and fully complete the construction of the Improvements (the “Permits”). No changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord, and to the extent Tenant requests such a change, modification or alteration in the Approved Working Drawings, such request for a change, modification or alteration shall constitute a Tenant Delay.

3.5 Cooperation by Tenant. Tenant shall use reasonable efforts and all due diligence to cooperate with the Architect, the Engineers, and Landlord to complete all phases of the Construction Drawings and the permitting process, and with Contractor for approval of the “Cost Proposal,” as that term is defined in Section 4.2 of this Work Letter, as soon as possible after the execution of this Second Amendment, and, in that regard, shall meet with Landlord on a scheduled basis to be determined by Landlord, to discuss Tenant’s progress in connection with the same. Tenant shall respond to Landlord’s requests for information and/or approvals within three (3) business days following request by Landlord (unless another period of time is expressly stated herein for such response by Tenant).

3.6 Electronic Approvals. Notwithstanding any provision to the contrary contained in the Lease or this Work Letter, either party may transmit or otherwise deliver any of the approvals required under this Work Letter via electronic mail to the other party’s representative identified in Section 6.2 or 6.3, as the case may be, of this Work Letter, or by any of the other means identified in the Lease for delivery of notices.

SECTION 4

CONSTRUCTION OF THE IMPROVEMENTS

4.1 Contractor. Landlord shall retain Principal Builders (“Contractor”) to construct the Improvements. The Improvements will be constructed in compliance with all Applicable Laws. All Base Building elements serving the New Premises shall be in compliance with the Lease upon the New Premises Commencement Date.

4.2 Cost Proposal. After the Approved Working Drawings are signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Improvements (the “Cost Proposal”). Tenant shall approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same, and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal and to commence the construction relating to such items. The date by which Tenant must approve and deliver the Cost Proposal to Landlord shall be known hereafter as the “Cost Proposal Delivery Date”.

EXHIBIT B

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4.3 Construction of Improvements by Contractor under the Supervision of Landlord.

4.3.1 Over-Allowance Amount. If the Cost Proposal is greater than the amount of the Improvement Allowance plus the Additional Allowance Amount, if applicable (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Improvements) (such difference being referred to as the “Over-Allowance Amount”), then Tenant shall be responsible for payment of the entire Over-Allowance Amount. Prior to the commencement of construction of the Improvements, Tenant shall supply Landlord with cash in an amount equal to fifty percent (50%) of the Over-Allowance Amount, and such portion of the Over-Allowance amount shall be held by Landlord and disbursed by Landlord on a pro-rata basis along with any of the then remaining portion of the Improvement Allowance plus the Additional Allowance Amount, if applicable, and such disbursement shall be pursuant to the same procedure as the Improvement Allowance. In addition, Tenant shall pay to Landlord, within five (5) business days after receipt of any invoice therefor, a fraction of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter, which fraction shall be equal to that portion of the Over-Allowance Amount not previously deposited with Landlord as provided hereinabove divided by the amount of the Cost Proposal (each such payment hereunder being referred to as an “Over-Allowance Payment”), and Tenant’s failure to make any payment of the Over-Allowance Amount (including any Over-Allowance Payment) as and when required hereunder shall constitute a default by Tenant under this Work Letter. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Over-Allowance Amount, and 50% of the amount of such costs shall be paid to Landlord in cash and held by Landlord as provided hereinabove, and the remainder of such costs shall be payable by Tenant in Over-Allowance Payments as provided for hereinabove. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the need and cost for such alterations, then Tenant shall pay the cost of such required changes in advance upon receipt of notice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, plus five percent (5%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to pay any portion of the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the New Premises until such time as Landlord receives payment of such portion of the Over-Allowance Amount.

4.3.2 Landlord’s Retention of Contractor. Landlord shall independently retain Contractor to construct the Improvements in accordance with the Approved Working Drawings and the Cost Proposal and Landlord shall supervise the construction by Contractor, and Tenant shall pay a construction supervision and management fee (the “Landlord Supervision Fee”) to Landlord in an amount equal to the product of (i) three percent (3%) multiplied by (ii) the Improvement Allowance and the Additional Allowance, if applicable.

EXHIBIT B

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4.3.3 Contractor’s Warranties and Guaranties. The Contractor shall guaranty, on commercially reasonable terms, that the Improvements shall be free from defects in workmanship and materials for a period of not less than one (1) year from the date of the substantial completion of the Improvements. Accordingly, Landlord hereby assigns to Tenant all warranties and guaranties by Contractor relating to, or arising out of construction of, the Improvements; provided that, Landlord shall correct or cause the Contractor to correct any defects in workmanship or materials with respect to the Improvements, which defects are brought to Landlord’s attention in writing on or before the date that is eleven (I 1) months after the substantial completion of the Improvements; provided further that, despite the assignment of such warranties and guaranties to Tenant, Landlord shall nevertheless retain its rights under its contract with the Contractor to the extent necessary to enforce any warranty or guaranty thereunder in connection with Landlord’s performance of its obligations as set forth in the immediately preceding clause. Subject to Landlord’s obligation to correct defects as set forth above, and except to the extent such claims arise from the negligence or willful misconduct of Landlord or the Landlord Parties, Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Improvements.

4.3.4 Completion of Construction. The Improvement Allowance Items shall include, without limitation, any reasonable costs incurred by Landlord (a) to cause Contractor and Architect to record a Notice of Completion in the office of the County Recorder of the county in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and (b) to cause Architect to prepare and deliver to the Building a copy of the “as built” plans and specifications (including all working drawings) for the Improvements.

SECTION 5

COMPLETION OF THE IMPROVEMENTS;

NEW PREMISES COMMENCEMENT DATE

5.1 Ready for Occupancy. The New Premises shall be deemed “Ready for Occupancy” upon the “Substantial Completion” of the Improvements, and Landlord’s receipt of a certificate of occupancy, a temporary certificate of occupancy or its equivalent for the Premises. For purposes of this Second Amendment, “Substantial Completion” of the Improvements shall occur upon the completion of construction of the Improvements in the New Premises pursuant to the Approved Working Drawings, with the exception of any punch list items, and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor.

EXHIBIT B

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5.2 Delay of the Substantial Completion of the Premises. Except as provided in this Section 5.2, the New Premises Commencement Date shall occur as set forth in Section 2.1 of this Second Amendment and Section 5.1 of this Work Letter. If there shall be a delay or there are delays in the Substantial Completion of the Improvements or in the occurrence of any of the other conditions precedent to the New Premises Commencement Date, as set forth in Section 2.1 of this Second Amendment, as a direct, indirect, partial, or total result of (each, a “Tenant Delay”):

5.2.1 Tenant’s failure to timely approve any matter requiring Tenant’s approval, or to perform any obligations of Tenant;

5.2.2 A breach by Tenant of the terms of this Work Letter or the Lease;

5.2.3 Tenant’s request for changes in the Improvements;

5.2.4 Any failure by Tenant to pay for items identified in this Work Letter; or

5.2.5 Any other acts or omissions of Tenant, or its agents, or employees.

then, notwithstanding anything to the contrary set forth in this Second Amendment or this Work Letter and regardless of the actual date of the New Premises Commencement Date, the New Premises Commencement Date shall be deemed to be the date the Substantial Completion of the Improvements would have occurred if no Tenant delay or delays, as set forth above, had occurred.

SECTION 6

MISCELLANEOUS

6.1 Intentionally Omitted.

6.2 Tenant’s Representative. Tenant has designated Jason Heine as its sole representative with respect to the matters set forth in this Work Letter (whose e-mail address for the purposes of this Work Letter is jheine@appdynamics.com), who, until further notice to Landlord, shall have full authority and responsibility to act on behalf of the Tenant as required in this Work Letter.

6.3 Landlord’s Representative. Landlord has designated Rich Ambidge and Eddie Perez as “Project Managers” (whose e-mail addresses for the purposes of this Work Letter are, respectively, rambidge@kilroyrealty.com and eperez@kilroyrealty.com and phone number are, respectively, (415) 778-5679 and (415) 778-5672), who shall each be responsible for the implementation of all Improvements to be performed by Landlord in the New Premises. With regard to all matters involving such Improvements, Tenant shall communicate with the Project Managers rather than with the Contractor. Landlord shall not be responsible for any statement, representation or agreement made between Tenant and the Contractor or any subcontractor. It is hereby expressly acknowledged by Tenant that such Contractor is not Landlord’s agent and has no authority whatsoever to enter into agreements on Landlord’s behalf or otherwise bind Landlord. The Project Managers will furnish Tenant with notices of substantial completion, cost estimates for above standard Improvements, Landlord’s approvals or disapprovals of all documents to be prepared by Tenant pursuant to this Work Letter and changes thereto.

EXHIBIT B

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6.4 Tenant’s Agents. All subcontractors, laborers, materialmen, and suppliers retained directly by Tenant, if any, shall all be union labor in compliance with the then existing master labor agreements.

6.5 Time of the Essence. Time is of the essence under this Work Letter. Unless otherwise indicated, all references herein to a “number of days” shall mean and refer to calendar days. In all instances where Tenant is required to approve or deliver an item, if no written notice of approval is given or the item is not delivered within the stated time period, at Landlord’s sole option, at the end of such period the item shall automatically be deemed approved or delivered by Tenant and the next succeeding time period shall commence.

6.6 Tenant’s Lease Default. Notwithstanding any provision to the contrary contained in the Lease, as amended, or this Work Letter, if any default by Tenant under the Lease, as amended, or this Work Letter (including, without limitation, any failure by Tenant to fund any portion of the Over-Allowance Amount) occurs, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, as amended, Landlord shall have the right to withhold payment of all or any portion of the Improvement Allowance and/or Landlord may, without any liability whatsoever, cause the cessation of construction of the Improvements (in which case, Tenant shall be responsible for any costs occasioned thereby), and (ii) all other obligations of Landlord under the terms of the Lease, as amended, and this Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of the Lease, as amended.

EXHIBIT B

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SCHEDULE 1 TO EXHIBIT B

APPROVED FINAL SPACE PLAN

SCHEDULE 1 TO

EXHIBIT B

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THIRD AMENDMENT TO OFFICE LEASE

This THIRD AMENDMENT TO OFFICE LEASE (this “Third Amendment”) is made and entered into as of the 10th day of October 2013, by and between KILROY REALTY 303, LLC, a Delaware limited liability company (“Landlord”), and APPDYNAMICS, INC., a Delaware corporation (“Tenant”).

R E C I T A L S :

A. Landlord and Tenant entered into that certain Office Lease dated May 20, 2011 (the “Office Lease”), as amended by that certain First Amendment to Office Lease dated as of October 2, 2012 (the “First Amendment”), and that certain Second Amendment to Office Lease dated as of June 17, 2013 (the “Second Amendment”) (the Office Lease, as amended by the First Amendment and Second Amendment is collectively referred to herein as the “Lease”). Pursuant to the terms and conditions of the Office Lease, as amended by the First Amendment, Landlord currently leases to Tenant and Tenant currently leases from Landlord the Existing Premises (as defined in Recital A of the Second Amendment). Pursuant to the terms and conditions of the Second Amendment, Tenant is expanding by relocating from the Existing Premises into the New Premises (as defined in Recital B of the Second Amendment).

B. Pursuant to Section 2.3 of the Work Letter attached to the Second Amendment (the “Second Amendment Work Letter”), in connection with the costs relating to the initial design and construction of the Improvements for the New Premises, Tenant is entitled to an Additional Allowance in amount not to exceed Ten and 00/100 Dollars ($10.00) per rentable square of the New Premises. Tenant has delivered to Landlord the Additional Allowance Notice, whereby Tenant has elected to use the entire Additional Allowance Amount in the amount of Four Hundred Seventeen Thousand One Hundred Eighty and 00/100 Dollars ($417,180.00). Accordingly, pursuant to Section 2.3 of the Second Amendment Work Letter, Landlord and Tenant desire (i) to confirm the amount of the Additional Monthly Base Rent with respect to the New Premises, and (ii) to make other modifications to the Lease as hereinafter provided.

A G R E E M E N T :

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

1. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expressly superseded by the terms of this Second Amendment.

2. Tenant Work Letter. Landlord and Tenant hereby acknowledge that the Additional Allowance amount of Four Hundred Seventeen Thousand One Hundred Eighty and 00/100 Dollars ($417,180.00) shall be added to the Improvement Allowance as defined in Section 2.2 of the Second Amendment Work Letter. Accordingly, the Improvement Allowance (as originally defined in

Section 2.2 of the Second Amendment Work Letter) shall hereafter be equal to the sum of Three Million One Hundred Thousand Twenty-Eight Thousand Eight Hundred Fifty and 00/100 Dollars ($3,128,850.00) (i.e., $75.00 per rentable square foot of the New Premises) and Tenant shall have no further rights to increase the Improvement Allowance pursuant to Section 2.3 of the Second Amendment Work Letter.

3. Base Rent.

3.1. New Premises Base Rent on account of the Additional Monthly Base Rent Prior to July 1, 2015. Notwithstanding anything to the contrary contained in the Lease, and in addition to the amounts payable by Tenant pursuant to Section 4.2 of the Second Amendment, commencing on the New Premises Commencement Date and continuing through and including June 30, 2015, Tenant shall pay to Landlord monthly installments of Base Rent on account of the Additional Monthly Base Rent as follows:

Period	Annualized Base Rent*		Monthly Installment of Base Rent*
New Premises	$	79,287.24	$	6,607.27
Commencement Date — June 30, 2015

* In accordance with Section 2.3 of the Second Amendment Work Letter, the Base Rent on account of the Additional Monthly Base Rent shall not be subject to Abatement pursuant to the terms of Section 4.4 of the Second Amendment.

3.2. New Premises Base Rent Commencing July 1, 2015 and continuing through the New Premises Term Expiration Date. Landlord and Tenant hereby acknowledge and agree that Section 4.3 of the Second Amendment is deleted and replaced with the following:

“4.3 Base Rent for the Entire New Premises Commencing July 1, 2015 and continuing through the New Premises Term Expiration Date. Notwithstanding anything to the contrary set forth in the Lease, as hereby amended, commencing on July 1, 2015 and continuing through the New Premises Term Expiration Date, Tenant shall pay to Landlord monthly installments of Base Rent for the entire New Premises (i.e., Suite 850, Suite 820, and Suite 801) as follows:

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Period	Annualized Base Rent*		Monthly Installment of Base Rent*		Approximate Annual Rental Rate per Rentable Square Foot
July 1, 2015 - June 30, 2016	$	2,399,672.40	$	199,970.20	$	57.52
July 1, 2016 - June 30, 2017	$	2,469,253.08	$	205,771.09	$	59.19
July 1, 2017 - June 30, 2018	$	2,540,952.00	$	211,746.00	$	60.91
July 1, 2018 - June 30, 2019	$	2,614,801.92	$	217,900.16	$	62.68
July 1, 2019 - June 30, 2020	$	2,690,867.40	$	224,238.95	$	64.50
July 1, 2020 - New Premises Term Expiration Date	$	2,769,214.80	$	230,767.90	$	66.38

* Commencing July 1, 2015, the Annualized Base Rent (and monthly installment of Base Rent) was calculated by (i) multiplying the original Annual Rental Rate per Rentable Square Foot set forth in the Second Amendment (i.e., $55.62) by the number of rentable square feet in the New Premises (the “Original Annualized Base Rent” for this first period) and then adding $79,287.24 on account of the annualized amount of Additional Monthly Base Rent. In all subsequent periods during the New Premises Term, the calculation of Annualized Base Rent (and monthly installment of Base Rent) reflects an annual increase of three percent (3%) to the Original Annualized Base Rent, and the addition of $79,287.24 on account of the annualized amount of the Additional Monthly Base Rent (which additional amount is not subject to an annual increase).

4. Letter of Credit. Landlord and Tenant acknowledge that Landlord is currently holding a letter of credit (Irrevocable Documentary Credit No. SDCMTN563814) dated July 25, 2011, as amended by that certain Amendment dated August 15, 2013 (collectively, the “Second Amendment Existing L-C”), issued by HSBC Bank in the current amount of One Million Six Hundred Sixteen Thousand and 00/100 Dollars ($1,616,000.00) (the “Second Amendment Existing L-C Amount”). Landlord and Tenant agree that Tenant shall deliver to Landlord, within seven (7) business days after Tenant’s execution of this Third Amendment, an unconditional, clean, irrevocable letter of credit (the “Third Amendment New L-C”) in the amount set forth in Section 4.1 below (the “Third Amendment New L-C Amount”). Until the L-C is delivered, Landlord shall continue to hold the Second Amendment Existing L-C, and Tenant’s failure to timely deliver the Third Amendment New L-C (in the form of either a new letter of credit or an amendment to the Second Amendment Existing L-C) shall constitute a breach by Tenant under the Lease, as amended. As of the earlier of the date on which Tenant delivers the Third Amendment New L-C to Landlord or the date that is seven (7) business days after Tenant’s execution of this Third Amendment, all reference in this Third Amendment or in the Lease, as amended, to the “L-C” or the “L-C Amount” shall be deemed to refer to the Third Amendment New L-C or the Third Amendment New L-C Amount, as the case may be.

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4.1. L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1 of the Office Lease, Section 8 of the Summary of Basic Lease Information, and Section 10.1 of the Second Amendment are hereby deleted and replaced with “One Million Seven Hundred Eighty-Two Thousand Eight Hundred Seventy-Two and 00/100 Dollars ($1,782,872.00).”

4.2. Reduction of L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1.1, as previously amended pursuant to Section 10.2 of the Second Amendment, is hereby deleted and replaced with the following:

“21.3.1.1 Subject to the terms hereof, from time to time during New Premises Term, but in no event earlier than the second (2”) anniversary of the New Premises Commencement Date, and provided that (i) Tenant has not previously been in default under the Lease and is not then in default under the Lease, and (ii) Tenant delivers to Landlord a written “L-C Reduction Request” containing sufficient evidence satisfactory to Landlord (which may include, without limitation, unaudited financial statements for each calendar quarter certified by Tenant’s Chief Financial Officer and audited financial statements for each applicable fiscal year) that Tenant has been “Profitable” (as defined below) during the six (6) consecutive calendar quarters immediately preceding the date (each such date being referred to herein as a “L-C Reduction Request Date”) that Landlord receives an L-C Reduction Request the L-C Amount shall be reduced by Two Hundred Eighty-Nine Thousand Three Hundred Sixty-Four and 71/100 Dollars ($289,364.71); provided, however, in no event shall (A) Tenant make a L¬C Reduction Request than one (1) time in any given twelve (12) month period, (B) the L-C be reduced more than one (1) time in any twelve (12) month period, and (C) the L-C Amount be less than an amount equal to the sum of Five Hundred Seventy-Eight Thousand Seven Hundred Seventy-One and 15/100 Dollars ($578,771.15). For the purposes of this Section, Tenant shall be deemed to have been “Profitable” during any given calendar quarter so long as (1) Tenant’s earnings before deducting interest, taxes, depreciation, and amortization, as determined in accordance with generally accepted accounting principles, consistently applied, exceeds the sum of Two Million and 00/100 Dollars ($2,000,000.00); and (2) Tenant’s “Net Worth” (as defined below) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00). For the Purposes of this Section, Tenant’s “Net Worth” shall be defined, as determined in accordance with generally accepted accounting principles, consistently applied, as Tenant’s total tangible assets less Tenant’s total liabilities excluding deferred revenue so long as no less than ninety-five percent (95%) of such deferred revenue represents cash received and accounts receivables that are to be collected in the ordinary course of business, in each case relating to subscription

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services. Within ten (10) business days after Landlord’s receipt of an L-C Reduction Request, Landlord shall deliver notice (the “Landlord Reduction Request Response”) to Tenant stating that (A) Landlord is approving the L-C Reduction Request, or (B) Landlord is rejecting the L-C Reduction Request. If Landlord does not affirmatively accept or reject the L-C Reduction Request within ten (10) business days after receipt of the L-C Reduction Request then Tenant shall deliver an additional L-C Reduction Request (the “Additional L-C Reduction Request”), and if Landlord fails to affirmatively accept or reject the L-C Reduction Request within five (5) business days after Landlord’s receipt of the Additional L-C Reduction Request, then Landlord’s failure to respond to either the L-C Reduction Request and the Additional L-C Reduction Request shall be deemed Landlord’s approval the L-C Reduction Request and the L-C shall be reduced by the sum of Two Hundred Eighty-Nine Thousand Three Hundred Sixty-Four and 71/100 Dollars ($289,364.71).”

5. No Further Modification. Except as set forth in this Third Amendment, all of the terms and provisions of the Lease are hereby ratified and confirmed and shall apply with respect to the New Premises and shall remain unmodified and in full force and effect. In the event of any conflict between the terms and conditions of the Lease and the terms and conditions of this Third Amendment, the terms and conditions of this Third Amendment shall prevail.

[SIGNATURES TO APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, this Third Amendment has been executed as of the day and year first above written.

“LANDLORD”
KILROY REALTY 303, LLC,
a Delaware limited liability company
By:	Kilroy Realty, L.P.,
	a Delaware limited partnership,
	Its Sole Member
	By:	Kilroy Realty Corporation,
		a Maryland corporation, General Partner
		By:	/s/ Richard Buziak
		Name:	Richard Buziak
		Its:	Senior Vice President, Asset Management
		By:	/s/ David Weinstein
		Name:	David Weinstein
		Its:	Vice President, Asset Management
“TENANT”
APPDYNAMICS, INC.,
a Delaware corporation
By:	/s/ Jyoti Bansal
Name:	Jyoti Bansal
Its:	CEO
By:	/s/ Dan Wright
Name:	Dan Wright
Its:	Director of Legal and Assistant Secretary

FOURTH AMENDMENT TO OFFICE LEASE

This FOURTH AMENDMENT TO OFFICE LEASE (“Fourth Amendment”) is made and entered into as of the 9^th day of October, 2014, by and between KILROY REALTY 303, LLC, a Delaware limited liability company (“Landlord”), and APPDYNAMICS, INC., a Delaware corporation (“Tenant”).

R E C I T A L S :

A. Landlord and Tenant entered into that certain Office Lease dated as of May 20, 2011 (the “Original Lease”), as amended by (i) that certain First Amendment to Office Lease dated as of October 2, 2012 (the “First Amendment”), (ii) that certain Second Amendment to Office Lease dated as of June 17, 2013 (the “Second Amendment”), (iii) that certain Third Amendment to Office Lease dated as of October 10, 2013 (the “Third Amendment”), and (iv) that certain New Premises Letter of Commencement dated as of January 14, 2014 (the “Letter of Commencement”). The Original Lease, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Letter of Commencement, is referred to collectively herein as the “Lease.” Pursuant to the Lease, Landlord leases to Tenant, and Tenant leases from Landlord, that certain space consisting of 41,718 rentable square feet of space (the “New Premises”) located on the eighth (8^th) floor of the North Tower of that certain building located at 303 Second Street, San Francisco, California (the “Building”), as more particularly described in Recital B of the Second Amendment and depicted on Exhibit A of the Second Amendment.

B. Landlord and Tenant desire (i) to expand the New Premises to include that certain space containing 41,831 rentable square feet of space (“Suite 700”), as delineated on Exhibit A attached hereto and made a part hereof, and comprising the entirety of the seventh (7^th) floor of the Building, (ii) to extend the “Expansion Term,” as that term is defined in the First Amendment, and (iii) to otherwise amend the Lease on the terms and conditions set forth in this Fourth Amendment.

A G R E E M E N T :

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

1. Capitalized Terms. Each capitalized term when used herein shall have the same meaning as is given such term in the Lease unless expressly superseded by the terms of this Fourth Amendment.

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2. Premises.

2.1 Modification of New Premises. Effective as of the date (the “Suite 700 Commencement Date”) which is the earlier to occur of (i) the date upon which Tenant first commences to conduct business in Suite 700 and (ii) the date upon which Suite 700 is “Ready for Occupancy,” as that term is set forth in the Suite 700 Work Letter attached hereto as Exhibit B (the “Suite 700 Work Letter”), Tenant shall lease from Landlord and Landlord shall lease to Tenant Suite 700, which Suite 700 Commencement Date is anticipated to be June 1, 2015. Consequently, effective upon the Suite 700 Commencement Date, the New Premises shall be increased to include Suite 700, and all references in the Lease and this Fourth Amendment to the “Premises” thereafter shall be deemed to refer to the New Premises and Suite 700, unless the context clearly requires otherwise. Tenant hereby acknowledges that Suite 700 is currently leased to a third party pursuant to an existing lease between Landlord and such third party. Except as expressly provided in this Section 2.1 below, if Landlord is unable for any reason to deliver possession of Suite 700 to Tenant on any specific date, then Landlord shall not be subject to any liability for its failure to do so, and such failure shall not affect the validity of the Lease or the obligations of Tenant hereunder. Landlord and Tenant hereby acknowledge that the addition of Suite 700 to the New Premises shall, effective as of the Suite 700 Commencement Date, increase the size of the Premises to 83,549 rentable square feet. Landlord and Tenant hereby acknowledge and agree that the rentable square footage of the Premises shall be as set forth in this Section 2.1 and shall not be subject to remeasurement or modification. If Suite 700 is not Ready for Occupancy on or before December 1, 2015, as such date shall be extended on a day for day basis for any “Tenant Delay” (as that term is defined in Section 5.2 of the Suite 700 Work Letter) or delays due to Force Majeure (such date, as so extended, shall be referred to as the “Outside Date”), then Tenant shall be entitled to a day for day abatement of the Base Rent first coming due for Suite 700, which abatement shall be for a number of days equal to the number of days in the period that commences on the day immediately following the Outside Date and ends on the date that Suite 700 is Ready for Occupancy, less any days of Tenant Delays or delays due to Force Majeure which occur during the period following the Outside Date through the date that Suite 700 is Ready for Occupancy.

2.2 Condition of Suite 700. Except as specifically set forth herein and in the Suite 700 Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of Suite 700, and Tenant shall accept Suite 700 in its presently existing, “as-is” condition.

3. Lease Term.

3.1 Modified Term. Landlord and Tenant acknowledge that Tenant’s lease of the New Premises is scheduled to expire on May 31, 2021, pursuant to the terms of the Lease, as amended. Notwithstanding anything to the contrary in the Lease, the term of Tenant’s lease of the New Premises is hereby extended and shall expire coterminously with the term of Tenant’s lease of Suite 700 on the last day of the calendar month in which the seventh (7^th) yearly anniversary of the Suite 700 Commencement Date occurs (the “Extended Expiration Date”), unless sooner terminated as provided in the Lease, as hereby amended; provided, however, in the event the Suite 700 Commencement Date occurs on the first day of a calendar month, then the Extended Expiration Date shall be the day immediately preceding the seventh (7^th) yearly anniversary of the Suite 700 Commencement Date. The period of time commencing on the Suite 700 Commencement Date and terminating on the Extended Expiration Date shall be referred to herein as the “Modified Term.” As of the date of this Fourth Amendment, any reference to the “Lease Term” in the Lease, as hereby amended, shall be deemed to include the period defined herein as the Modified Term. At any time during the Modified Term, Landlord may deliver to Tenant a notice in the form as set forth in Exhibit C of the Original Lease, as confirmation only of the information set forth therein, which Tenant shall execute and return to Landlord within five (5) days of receipt thereof.

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3.2 Option Term. Original Tenant shall have one (1) option to extend the Modified Term pursuant to Section 2.2 of the Original Lease; provided, however, Landlord and Tenant hereby acknowledge and agree that, effective as of the Suite 700 Commencement Date, the following shall apply:

(a) all references to “this Lease” in Section 2.2 of the Original Lease shall be deemed to be references to “the Lease, as amended”;

(b) all references to the “Premises” in Section 2.2 of the Original Lease shall be deemed to be references to both the New Premises and Suite 700; and

(c) except as set forth in this Section 3.2, Tenant shall not have any option to extend the Modified Term; consequently, Section 9 of the Second Amendment shall be null and void and is hereby deleted in its entirety.

4. Base Rent.

4.1 New Premises. Notwithstanding any provision to the contrary contained in the Lease, as hereby amended, prior to May 31, 2021, Tenant shall continue to pay Base Rent for the New Premises in accordance with the terms of Section 3 of the Third Amendment. Commencing on June 1, 2021, and continuing thereafter throughout the Modified Term, Tenant shall pay to Landlord monthly installments of Base Rent for the New Premises as follows:

Period During Modified Term	Annual Base Rent		Monthly Installment of Base Rent		Approximate Annual Rental Rate per Rentable Square Foot
June 1, 2021 – Extended Expiration Date	$	3,237,875.80	$	269,822.98	$	77.61	*

* The amount identified in the column entitled “Approximate Annual Rental Rate per Rentable Square Foot” is a rounded amount and is provided for informational purposes only.

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4.2 Suite 700. Commencing on the Suite 700 Commencement Date and continuing thereafter throughout the Modified Term, Tenant shall pay to Landlord monthly installments of Base Rent for Suite 700 as follows:

Period During Modified Term***	Annual Base Rent*		Monthly Installment of Base Rent*		Approximate Annual Rental Rate per Rentable Square Foot*
Suite 700 Commencement Date – the last day of the full calendar month that is Lease Month 12	$	2,719,015.00	$	226,584.58	$	65.00
The first (1st) day of the full calendar month that is Lease Month 13 – the last day of the full calendar month that is Lease Month 24	$	2,800,585.45	$	233,382.12	$	66.95	**
The first (1st) day of the full calendar month that is Lease Month 25 – the last day of the full calendar month that is Lease Month 36	$	2,884,603.01	$	240,383.58	$	68.96	**
The first (1st) day of the full calendar month that is Lease Month 37 – the last day of the full calendar month that is Lease Month 48	$	2,971,141.10	$	247,595.09	$	71.03	**
The first (1st) day of the full calendar month that is Lease Month 49 – the last day of the full calendar month that is Lease Month 60	$	3,060,275.33	$	255,022.94	$	73.16	**
The first (1st) day of the full calendar month that is Lease Month 61 – the last day of the full calendar month that is Lease Month 72	$	3,152,083.59	$	262,673.63	$	75.35	**
The first (1st) day of the full calendar month that is Lease Month 73 – Extended Expiration Date	$	3,246,646.10	$	270,553.84	$	77.61	**

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* The initial Annual Base Rent amount was calculated by multiplying the initial Annual Rental Rate per Rentable Square Foot amount by the number of rentable square feet of space in the Suite 700, and the initial Monthly Installment of Base Rent amount was calculated by dividing the initial Annual Base Rent amount by twelve (12). Both Tenant and Landlord acknowledge and agree that multiplying the Monthly Installment of Base Rent amount by twelve (12) does not always equal the Annual Base Rent amount. In all subsequent Base Rent payment periods during the Modified Term commencing on the first (1^st) day of the full calendar month that is Lease Month 13, the calculation of each Annual Base Rent amount reflects an annual increase of three percent (3%) and each Monthly Installment of Base Rent amount was calculated by dividing the corresponding Annual Base Rent amount by twelve (12).

** The amounts identified in the column entitled “Approximate Annual Rental Rate per Rentable Square Foot” are rounded amounts and are provided for informational purposes only.

*** For purposes of this Fourth Amendment, the term “Lease Month” shall mean each succeeding calendar month during the Modified Term; provided that the first Lease Month shall commence on the Suite 700 Commencement Date and shall end on the last day of the first (1^st) full calendar month of the Modified Term and that the last Lease Month shall expire on the Extended Expiration Date.

Upon execution and delivery to Landlord of this Fourth Amendment by Tenant, Tenant shall pay to Landlord the Base Rent payable for Suite 700 for the first (1^st) full month of the Modified Term.

5. Additional Rent.

5.1 New Premises. Notwithstanding any provision to the contrary contained in the Lease, as amended hereby, Tenant shall continue to pay Tenant’s Share of Direct Expenses in connection with the New Premises in accordance with the terms of the Lease, as amended hereby, provided that with respect to the calculation of Tenant’s Share of Direct Expenses for the New Premises, commencing as of June 1, 2021 and continuing thereafter throughout the remainder of the Modified Term, the Base Year shall be the calendar year 2015.

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5.2 Suite 700. Except as specifically set forth in this Section 5.2, commencing on the Suite 700 Commencement Date, Tenant shall pay Tenant’s Share of Direct Expenses in connection with Suite 700 in accordance with the terms of Article 4 of the Original Lease, provided that with respect to the calculation of Tenant’s Share of Direct Expenses for Suite 700, (i) Tenant’s Share shall equal 5.7148%, and (ii) the Base Year shall be the calendar year 2015.

6. Parking. During the Modified Term, Tenant shall be entitled to one (1) unreserved parking pass for every two thousand (2,000) rentable square feet of the Premises (i.e., the New Premises and Suite 700), in accordance with the terms and conditions of Section 9 of the Summary to the Original Lease and Article 28 of the Original Lease.

7. Letter of Credit. Landlord and Tenant acknowledge that Landlord is currently holding that certain letter of credit (Irrevocable Documentary Credit No. SDCMTN563814) dated July 25, 2011, issued by HSBC Bank, as amended by (i) that certain Amendment dated August 15, 2013, and (ii) that certain Amendment dated January 14, 2014 (collectively, the “Third Amendment Existing L-C”), in the current amount of One Million Seven Hundred Eighty-Two Thousand Eight Hundred Seventy-Two and 00/100 Dollars ($1,782,872.00) (the “Third Amendment Existing L-C Amount”). Landlord and Tenant agree that Tenant shall deliver to Landlord, within ten (10) business days after Tenant’s execution of this Fourth Amendment, an additional letter of credit issued by Silicon Valley Bank (the “Fourth Amendment Additional L-C”) in an amount equal to the Fourth Amendment New L-C Amount (as defined in Section 7.1 below) less the Third Amendment Existing L-C Amount.Landlord shall continue to hold the Third Amendment Existing L-C, and Tenant’s failure to timely deliver the Fourth Amendment Additional L-C shall constitute a breach by Tenant under the Lease, as amended.As of the earlier of the date on which Tenant delivers the Fourth Amendment Additional L-C to Landlord or the date that is ten (10) business days after Tenant’s execution of this Fourth Amendment, all references in this Fourth Amendment or in the Lease, as hereby amended, to the “L-C” shall be deemed to refer, individually or collectively, as the context may require, to the Third Amendment Existing L-C and the Fourth Amendment Additional L-C (provided that each L-C shall satisfy all of the requirements imposed upon the L-C by the terms of the Lease, as hereby amended, except that the amount of each L-C shall be as set forth in this Section 7), and all references in this Fourth Amendment or in the Lease, as hereby amended, to the “L-C Amount” shall be deemed to refer to the Fourth Amendment New L-C Amount. Landlord and Tenant hereby acknowledge and agree that with respect to any reduction of the L-C Amount pursuant to an L-C Reduction Request (as defined in Section 7.2 below), such reduction shall apply to the Third Amendment Existing L-C and/or the Fourth Amendment Additional L-C as determined by Tenant in its sole discretion such that any reduction reduces the total Fourth Amendment New L-C Amount in the aggregate.

7.1 Increase in L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1 of the Office Lease and Section 8 of the Summary of Basic Lease Information, as previously amended by Section 10.1 of the Second Amendment and Section 4.1 of the Third Amendment, are hereby deleted and replaced with “Two Million Nine Hundred Thousand and 00/100 Dollars ($2,900,000.00) (the “Fourth Amendment New L-C Amount”).

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7.2 Reduction of L-C Amount. Landlord and Tenant hereby acknowledge and agree that Section 21.3.1.1, as previously amended pursuant to Section 10.2 of the Second Amendment and Section 4.2 of the Third Amendment, is hereby deleted and replaced with the following:

“21.3.1.1 Reduction of L-C Amount.

(a) Due to Profitability. Subject to the terms hereof, from time to time during the Modified Term, but in no event earlier than the first (1^st) anniversary of the Suite 700 Commencement Date, and provided that (i) Tenant has not previously been in default under the Lease and is not then in default under the Lease, and (ii) Tenant delivers to Landlord a written request to reduce the L-C Amount (each such request being referred to herein as an “L-C Profitability Reduction Request”) and accompanying audited financial statements for Tenant’s most recent full fiscal year (i.e., ending as of January 31^st) immediately prior to the date of such L-C Profitability Reduction Request (the “Audited Financial Statements”) and unaudited financial statements certified by Tenant’s Chief Financial Officer for any additional fiscal quarters since the date of the Audited Financial Statements, including an unaudited profit or loss statement, statement of cash flows and balance sheet, each as of the end of such fiscal quarter and prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments, in each case demonstrating that Tenant has been “Profitable” (as defined in Section 21.3.1.1(d) below) during four (4) of the five (5) consecutive calendar quarters immediately preceding the L-C Profitability Reduction Request, then the L-C Amount shall be reduced by Four Hundred Sixteen Thousand Dollars ($416,000.00); provided, however, with respect to any such request described in this Section 21.3.1.1(a), in no event shall (A) Tenant make such L-C Profitability Reduction Request more than one (1) time in any given twelve (12) month period, (B) the L-C be reduced more than one (1) time in any nine (9) month period (including any reduction pursuant to Section 21.3.1.1(b) below), and/or (C) the L-C Amount be less than an amount equal to the sum of Eight Hundred Twenty Thousand Dollars ($820,000.00).

(b) Due to Market Capitalization Following Initial Public Offering. In addition to the rights described in Section 21.3.1.1(a) above, from time to time during the Modified Term, subject to the terms hereof, and provided that (i) Tenant has not previously been in default under the Lease and is not then in default under the Lease, and (ii) Tenant delivers to Landlord a written request to reduce the L-C Amount (each such request being referred to herein as an “L-C Market Cap Reduction Request”), and in the event that (A) Tenant has completed an initial public offering (the “Initial Public Offering”) of Tenant’s stock on a national exchange

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and (B) Tenant’s average equity market capitalization is greater than $1,000,000,000.00, as calculated using the average daily closing prices of Tenant’s stock during the nine (9) months immediately preceding the date upon which Landlord receives the applicable L-C Market Cap Reduction Request, then the L-C Amount shall be reduced by One Million Forty Thousand Dollars ($1,040,000.00); provided, however, with respect to any such request described in this Section 21.3.1.1(b), in no event shall (a) Tenant make any such L-C Market Cap Reduction Request more than one (1) time in any given nine (9) month period, (b) the L-C be reduced more than one (1) time in any nine (9) month period (including any reduction pursuant to Section 21.3.1.1(a) above), and/or (c) the L-C Amount be less than an amount equal to the sum of Eight Hundred Twenty Thousand Dollars ($820,000.00).

(c) Within ten (10) business days after Landlord’s receipt of an L-C Profitability Reduction Request or an L-C Market Cap Reduction Request (each referred to herein as an “L-C Reduction Request”), Landlord shall deliver notice (the “Landlord Reduction Request Response”) to Tenant stating that (i) Landlord is approving the L-C Reduction Request, or (ii) Landlord is rejecting the L-C Reduction Request. If Landlord does not affirmatively accept or reject the L-C Reduction Request within ten (10) business days after receipt of the L-C Reduction Request then Tenant shall deliver an additional L-C Reduction Request (the “Additional L-C Reduction Request”), and if Landlord fails to affirmatively accept or reject the L-C Reduction Request within five (5) business days after Landlord’s receipt of the Additional L-C Reduction Request, then Landlord’s failure to respond to either the L-C Reduction Request and the Additional L-C Reduction Request shall be deemed Landlord’s approval of the L-C Reduction Request, and the L-C Amount shall be reduced by the sum of Four Hundred Sixteen Thousand Dollars ($416,000.00) or One Million Forty Thousand Dollars ($1,040,000.00), as applicable, but never below an amount equal to the sum of Eight Hundred Twenty Thousand Dollars ($820,000.00), in which event Tenant shall deliver to Landlord appropriate amendments to the L-C effectuating such reduction.

(d) For the purposes of this Section 21.3.1.1, Tenant shall be deemed to have been “Profitable” during any given fiscal quarter so long as (i) Tenant’s earnings before deducting interest, taxes, depreciation, and amortization, as determined in accordance with generally accepted accounting principles, consistently applied, exceeds the sum of Two Million and 00/100 Dollars ($2,000,000.00); and (ii) Tenant’s “Net Worth” (as defined below) exceeds Fifty Million and 00/100 Dollars ($50,000,000.00). For the Purposes of this Section 21.3.1.1, Tenant’s “Net Worth” shall be defined, as determined in accordance with generally accepted accounting principles, consistently applied, as Tenant’s total tangible assets less Tenant’s total liabilities excluding deferred revenue so long as no less than ninety-five percent (95%) of such deferred revenue represents cash received and accounts receivables that are to be collected in the ordinary course of business, in each case relating to subscription services.”

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8. Right of First Offer. Tenant shall continue to have the one-time right or first offer pursuant to Section 8 of the Second Amendment; provided, however, Landlord and Tenant hereby acknowledge and agree that, effective as of the Suite 700 Commencement Date, the following shall apply:

8.1 all references to the “First Offer Space” in Section 8 of the Second Amendment shall be deemed to be references to rentable space that becomes available for lease on the sixth (6^th) floor of the North Tower of the Building;

8.2 all references to the “Premises” in Section 8 of the Second Amendment shall be deemed to be references to both the New Premises and Suite 700; and

8.3 the following portion of lines 6 through 8 of Section 8 of the Second Amendment shall be deleted in its entirety: “and with respect to Suite 520, after the expiration or earlier termination of the first lease entered into by Landlord with a third party tenant after the date hereof”.

9. License to Use Deck Area.

9.1 License. Subject to the terms and conditions contained in this Section 9, commencing as of the Suite 700 Commencement Date and continuing thereafter through the Extended Expiration Date, Tenant shall have a license for: (i) the right to use, on an exclusive basis, that certain deck area comprised of three (3) private decks located adjacent to and accessible from Suite 700 (the “Exclusive Deck Area”); and (ii) the right to use, on a nonexclusive basis in common with the occupant (the “Adjacent Tenant”) of that certain suite located within the Building adjacent to Suite 700 (the “Adjacent Premises”), that certain deck area located adjacent to and accessible from Suite 700 (the “Non-Exclusive Deck Area”) (collectively, the “Deck Area”), as more particularly shown on Exhibit A attached hereto. The Deck Area shall not be included in the floor area of the Premises for purposes of the Lease. Tenant shall accept the Deck Area in its “as-is” condition, and Landlord shall not be obligated to provide or pay for any work or services related to the improvement of the Deck Area. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Deck Area or the compliance of the Deck Area with any applicable laws, statutes, ordinances or other governmental rules, regulations or requirements now in force or which may hereafter be enacted or promulgated. Tenant shall have no right to alter, change or make improvements to the Deck Area without Landlord’s prior written approval.

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9.2 Use of Deck Area. Tenant shall not affix any permanent fixtures or improvements to the Deck Area without Landlord’s prior written approval. Tenant shall keep the Deck Area clean of all trash and debris arising from Tenant’s use of the Deck Area and shall also keep the surrounding areas clean of debris and trash arising from Tenant’s use of the Deck Area. Tenant shall perform cleaning at least once each week, and at other times as is reasonably appropriate. Tenant shall not be permitted to display any graphics, signs or insignias or the like in the Deck Area. Landlord shall have the right to make any improvements to the Deck Area or display any graphics, plants or other items from the Deck Area which it desires in its sole discretion in connection with overall Building or Project graphics or improvements, provided that Tenant’s prior approval, which shall not be unreasonably withheld, shall be required for (i) any improvements to the Exclusive Deck Area, and (ii) any improvements to the Non-Exclusive Deck Area which adversely affect Tenant’s use of such Non-Exclusive Deck Area. Notwithstanding the foregoing, Tenant’s prior approval shall not be required for any improvements to the Deck Area included as a component of Landlord’s general renovation, construction, alteration or improvement of other portions of the Building or Project in addition to such improvements to the Deck Area, provided that Landlord shall give Tenant prior written notice of any such renovation, construction, alteration or improvement affecting the Deck Area. No smoking shall be permitted in the Deck Area. Tenant’s use of the Deck Area shall be subject to such additional rules, regulations and restrictions as Landlord may make from time to time concerning the Deck Area. Except as expressly set forth in this Section 9, all of the TCCs, limitations and restrictions contained in the Lease pertaining to the Premises and Tenant’s use thereof shall apply equally to Tenant’s use of the Deck Area, including, without limitation, Tenant’s indemnity of Landlord set forth in Section 10.1 of the Original Lease, Tenant’s insurance obligations set forth in Article 10.3 of the Original Lease and Tenant’s obligations to comply with law set forth in Article 24 of the Original Lease; provided, however, the Deck Area shall not be deemed to be a part of the Premises for purposes of any abatement or termination rights under Articles 11 and 13 of the Original Lease. The license to use the Deck Area granted to Tenant hereby shall be revocable by Landlord for cause upon written notice to Tenant, and Landlord thereafter shall have the right to prevent Tenant’s access thereto. As used in this Section 9, “cause” shall include, without limitation, any of the following: (i) Landlord’s good faith determination that the license granted hereby and/or the use of the Deck Area creates a hazard or threatens the safety and/or security of persons or property or endangers or otherwise interferes with the use and occupancy of the Building or Project by Landlord, its employees, agents or contractors or other tenants or occupants of the Building or the Project, or constitutes a nuisance, provided that Tenant shall be given prior notice and a reasonable cure period within which to remedy any such situation before Tenant’s license to use the Deck Area is revoked; (ii) the license granted hereby constitutes a violation of or otherwise conflicts with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated, or results in increased rates of insurance for the Building or Project; (iii) Tenant abandons or vacates all or a substantial portion of the Premises; (iv) the Lease is terminated for any reason; or (v) Tenant fails to comply with any of the TCCs, limitations or restrictions contained in this Section 9 or elsewhere in the Lease which apply to the Deck Area or Tenant’s use thereof. Upon the occurrence of the causes set forth in subsections (iii) and (v) of the immediately preceding sentence, Landlord shall provide Tenant notice of such cause and three (3) days thereafter within which to cure such cause, as required by Landlord in its sole discretion, before revoking Tenant’s license to use the Deck Area.

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9.3 Non-Exclusive Deck Part of Common Areas. Tenant acknowledges that the Non-Exclusive Deck, which is accessible from both Suite 700 and the Adjacent Premises, constitutes part of the Common Areas under the Lease. Tenant acknowledges and agrees that Tenant is responsible for securing access to Suite 700 from the Non-Exclusive Deck Area.

10. Exterior Building Signage.

10.1 Exterior Building Signage. Subject to this Section 10, Tenant shall be entitled to install, on or before the last day of Lease Month thirty-six (36) of the Modified Term, at its sole cost and expense, signage on the exterior of the Building facing Second Street (“Exterior Signage”). Tenant’s failure to install the Exterior Signage on or before such date shall be deemed to constitute Tenant’s waiver of the right to the Exterior Signage.

10.2 Signage Specifications. The graphics, materials, size, color, design, lettering, lighting (if any), specifications and exact location of the Exterior Signage (collectively, the “Signage Specifications”) shall be consistent with the overall character of the Building’s architecture (as reasonably determined by Landlord) and shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld. The Exterior Signage shall be of the approximate size and dimensions approved by Landlord, and shall in no event occupy an area on the exterior of the Building in excess of seventy-five (75) square feet. In addition, notwithstanding anything to the contrary contained in this Section 10, the Exterior Signage and all Signage Specifications therefore shall be subject to Tenant’s receipt of all required governmental permits and approvals, shall be subject to all applicable governmental laws and ordinances, and all covenants, conditions and restrictions affecting the Project. Tenant hereby acknowledges that, notwithstanding Landlord’s approval of the Exterior Signage and/or the Signage Specifications therefor, Landlord has made no representations or warranty to Tenant with respect to the probability of obtaining such approvals and permits. In the event Tenant does not receive the necessary permits and approvals for the Exterior Signage, Tenant’s and Landlord’s rights and obligations under the remaining provisions of the Lease shall not be affected. The cost of installation of the Exterior Signage, as well as all costs of design and construction of such Exterior Signage and all other costs associated with such Exterior Signage, including, without limitation, permits, utility and hook-up fees (if applicable), shall be the sole responsibility of Tenant.

10.3 Conditions of Use. Notwithstanding anything to the contrary contained herein, Tenant shall only have the right to the Exterior Signage as set forth in this Section 10 in the event that Tenant satisfies each of the following conditions: (i) Tenant shall pay to Landlord, concurrently with Base Rent, a monthly fee for the Exterior Signage in the amount of Seven Thousand Five Hundred Dollars ($7,500.00), which fee shall be payable commencing as of installation of the Exterior Signage and continuing thereafter until the date upon which the Exterior Signage is removed in accordance with Section 10.4 below; (ii) Tenant shall continuously lease at least 120,000 rentable square feet within the Project and/or occupy at least 100,000 rentable square feet in the Project commencing as of installation of the Exterior Signage and continuing thereafter until the Exterior Signage is removed in accordance with Section 10.4 below; (iii) Tenant’s gross revenue shall be at least Twenty-Five Million Dollars ($25,000,000.00) for the twelve (12) consecutive months immediately prior to installation of the

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Exterior Signage, as evidenced by audited financial statements which Tenant shall provide to Landlord for such period; (iv) in no event shall Tenant sublease any of the Premises or other space occupied by Tenant within the Project for a term (including options) expiring within the last two (2) years of the Modified Term; and (v) Tenant shall pay to Landlord the full amount of any taxes, fees or other costs imposed upon Landlord by any governmental authority in connection with the Exterior Signage. In the event that at any time during the Modified Term Tenant fails to fulfill any of the foregoing conditions, Tenant’s right to the Exterior Signage shall thereupon terminate and Tenant shall remove such Exterior Signage as provided in Section 10.4 below. The rights to the Exterior Signage shall be personal to Original Tenant and any Permitted Transferee and may not otherwise be transferred. Notwithstanding the foregoing, Landlord’s prior approval, which shall not be unreasonably withheld, shall be required for any change to the Exterior Signage resulting from a transfer of Exterior Signage rights to a Permitted Transferee. Landlord and Tenant hereby agree that it shall be deemed to be reasonable under this Section 10.3 and Applicable Laws for Landlord to withhold consent to changes to the Exterior Signage resulting from a transfer of the Exterior Signage rights to any proposed Permitted Transferee if (a) the name to be placed on the Exterior Signage is the name of a Permitted Transferee whose character or reputation is inconsistent with the quality of the Building or Project, or if such Permitted Transferee is engaged in a business which is inconsistent with the quality of the Building or Project, (b) the name of such Permitted Transferee would be significantly less prestigious than Original Tenant, or (c) the name to be placed on the Exterior Signage is the name of a Permitted Transferee whose primary business is the same as, or substantially similar to, the primary business of any existing or planned occupant of the Project as of the date on which Landlord is advised in writing by Tenant of the Transfer or proposed Transfer to such Permitted Transferee.

10.4 Maintenance and Repair of Exterior Signage. Landlord shall maintain the Exterior Signage to the extent necessary as determined by Landlord, including partial or complete replacement of the Exterior Signage and any appurtenances related thereto, and shall charge Tenant as Additional Rent for the actual cost of any such work.

10.5 Removal of Exterior Signage. Upon the expiration or earlier termination of the Lease (or the termination of Tenant’s Exterior Signage right as described above), Tenant shall, at Tenant’s sole cost and expense, cause the Exterior Signage to be removed from the exterior of the Project and shall cause the exterior of the Project to be restored to the condition existing prior to the placement of such Exterior Signage. If Tenant fails to remove such Exterior Signage and to restore the exterior of the Project as provided in the immediately preceding sentence within thirty (30) days following the expiration or earlier termination of the Lease (or the termination of Tenant’s Signage as provided above), then Landlord may perform such work, and all costs and expenses incurred by Landlord in so performing such work, plus interest at the Interest Rate from the date of Landlord’s payment of such costs to the date of Tenant’s reimbursement of Landlord, shall be reimbursed by Tenant to Landlord within ten (10) days after Tenant’s receipt of invoice therefor. The immediately preceding sentence shall survive the expiration or earlier termination of the Lease.

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11. Fire Stairwell. Commencing as of the Suite 700 Commencement Date, Tenant shall have the non-exclusive right and license (the “Stairwell License”) during the Modified Term to use those certain three (3) fire stairwells located within the North Tower of the Building (collectively, the “Stairwells”) between the seventh (7^th) and the eighth (8^th) floors of the Building solely for the purpose of ingress and egress from and between the respective portions of the Premises located on such floors. To maintain the security of the Stairwells, Tenant, at its sole cost and expense, shall have the option to install, and maintain a separate security access system (“Security System”) on the interior of the Stairwell at the seventh (7^th) and the eighth (8^th) floor entrances which will limit Stairwell access to Landlord’s and Tenant’s authorized users. Tenant shall keep and maintain the Security System in good working order, condition and repair throughout the Term. Tenant shall have the right to make strictly cosmetic Alterations to the Stairwells, subject to Landlord’s prior approval in accordance with Article 8 of the Original Lease, provided that such Alterations shall not (i) adversely affect the systems and equipment of the Building, ingress and egress to and from the Stairwells and all other portions of the Building, or structural aspects of the Building, (ii) adversely affect the value of the Premises or Building, (iii) require a building or construction permit (unless otherwise approved by Landlord in writing), or (iv) violate Applicable Laws. Notwithstanding anything to the contrary contained in Section 11 or elsewhere in the Lease, prior to the expiration or earlier termination of the Lease or upon Landlord’s revocation of this Stairwell License and without the requirement of any written notice, Tenant shall remove the Security System, and shall repair any damage to the Premises, the Building and any other part of the Project caused by such removal and shall restore the Stairwells to the condition which existed prior to the installation of the Security System. Except as expressly set forth herein, Tenant shall have no right to alter or change the Stairwells in any manner whatsoever. Tenant acknowledges and agrees that Tenant’s use of the Stairwells and the installation, operation and maintenance of the Security System shall be at Tenant’s sole risk and Landlord shall have no liability whatsoever in connection therewith. Tenant hereby waives any and all claims against Landlord for any damages arising from Tenant’s exercise of its rights under this Stairwell License. Notwithstanding any contrary provision in this Section 11, this License is revocable by Landlord for cause, upon fifteen (15) days prior notice to Tenant. As used herein, “cause” shall include, but not be limited to, any of the following: (a) Landlord’s good faith determination that the Stairwell License and/or the use of the Stairwells creates a hazard or threatens the safety and/or security of persons or property or endangers or otherwise interferes with the use and occupancy of the Building by Landlord, its employees, agents or contractors or other tenants or occupants of the Building or Project; (b) the Stairwell License constitutes a violation of Applicable Laws, or results in increased rates of insurance for the Building; (c) Tenant vacates the entirety of the Premises or, following any approved Transfer of the entire Premises to a Transferee, such Transferee vacates the entirety of the Premises; (d) the Lease is terminated for any reason; or (e) Tenant fails to comply with the terms and conditions of this Stairwell License or any rules and regulations imposed by Landlord in connection with this Stairwell License or the occurrence of any Event of Default. Upon the occurrence of the causes set forth in subsections (c) and (e) of the immediately preceding sentence, Landlord shall provide Tenant notice of such cause and three (3) days thereafter within which to cure such cause, as required by Landlord in its sole discretion, before revoking Tenant’s Stairwell License.

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12. Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Fourth Amendment other than Jones Lang LaSalle and CBRE, Inc. (the “Brokers”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Fourth Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifying party. The terms of this Section 12 shall survive the expiration or earlier termination of this Fourth Amendment.

13. Utility Billing Information. In the event that Tenant is permitted to contract directly for the provision of electricity, gas and/or water services to the Premises with the third party provider thereof (all in Landlord’s sole and absolute discretion), Tenant shall promptly, but in no event more than ten (10) business days following its receipt of each and every invoice for such items from the applicable provider, provide Landlord with a copy of each such invoice. Tenant acknowledges that pursuant to California Public Resources Code Section 25402.10 and the regulations adopted pursuant thereto (collectively the “Energy Disclosure Requirements”), Landlord may be required to disclose information concerning Tenant’s energy usage at the Building to certain third parties, including, without limitation, prospective purchasers, lenders and tenants of the Building (the “Tenant Energy Use Disclosure”). Tenant hereby (i) consents to all such Tenant Energy Use Disclosures, and (ii) acknowledges that Landlord shall not be required to notify Tenant of any Tenant Energy Use Disclosure. Further, Tenant hereby releases Landlord from any and all losses, costs, damages, expenses and liabilities relating to, arising out of and/or resulting from any Tenant Energy Use Disclosure. The terms of this Section 13 shall survive the expiration or earlier termination of the Lease, as hereby amended.

14. Shuttle Service. Subject to the provisions of this Section 14, so long as Tenant is not in default under the Lease beyond applicable notice and cure periods, as hereby amended, and so long as Landlord, in Landlord’s sole and absolute discretion, permits a shuttle service (the “Shuttle Service”) to operate at the Project, Tenant’s employees (“Shuttle Service Riders”) shall be entitled to use the Shuttle Service operated at the Project. The use of the Shuttle Service shall be subject to the reasonable rules and regulations (including rules regarding hours of use) established from time to time by Landlord, in its sole and absolute discretion, and/or the operator of the Shuttle Service. Landlord and Tenant acknowledge that the use of the Shuttle Service by the Shuttle Service Riders shall be at their own risk and that the terms and provisions of Section 10.1 of the Original Lease shall apply to Tenant and the Shuttle Service Rider’s use of the Shuttle Service. The costs of operating, maintaining and repairing the Shuttle Service shall be included as part of Basic Operating Cost. Tenant acknowledges that the provisions of this Section 14 shall not be deemed to be a representation by Landlord that Landlord shall continuously maintain the Shuttle Service (or any other shuttle service) throughout the Term, and Landlord shall have the right, at Landlord’s sole discretion, to expand, contract, eliminate or otherwise modify all Shuttle Services provided by it. Landlord or the operator of the Shuttle Service shall have a right to charge a fee to the users of the Shuttle Service. No expansion, contraction, elimination or modification of any or all Shuttle Services, and no termination of Tenant’s or the Shuttle Service Rider’s rights to the Shuttle Service shall entitle Tenant to an abatement or reduction in rent, constitute a constructive eviction, or result in an event of default by Landlord under the Lease, as hereby amended.

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15. Open-Ceiling Plan. In the event that the Premises has an “open ceiling plan”, then Landlord and third parties leasing or otherwise using/managing or servicing space on the floor immediately above the Premises shall have the right to install, maintain, repair and replace mechanical, electrical and plumbing fixtures, devices, piping, ductwork and all other improvements through the floor above the Premises (which may penetrate through the ceiling of the Premises and be visible within the Premises during the course of construction and upon completion thereof) (as applicable, the “Penetrating Work”), as Landlord may determine in Landlord’s sole and absolute discretion and with no approval rights being afforded to Tenant with respect thereto. Moreover, there shall be no obligation by Landlord or any such third party to enclose or otherwise screen any of such Penetrating Work from view within the Premises unless required by Applicable Laws, whether during the course of construction or upon completion thereof. Since Tenant is anticipated to be occupying the Premises at the time the Penetrating Work is being performed, Landlord agrees that it shall (and shall cause third parties to) use commercially reasonable efforts to perform the Penetrating Work in a manner so as to attempt to minimize interference with Tenant’s use of the Premises; provided, however, such Penetrating Work may be performed during normal business hours, without any obligation to pay overtime or other premiums. Tenant hereby acknowledges that, notwithstanding Tenant’s occupancy of the Premises during the performance of any such Penetrating Work, Tenant hereby agrees that the performance of such Penetrating Work shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of rent. Neither Landlord nor any of Landlord’s agents or any third parties performing the Penetrating Work shall be responsible for any direct or indirect injury to or interference with Tenant’s business arising from the performance of such Penetrating Work, nor shall Tenant be entitled to any compensation or damages from Landlord or any of Landlord’s Agents or any third parties performing the Penetrating Work for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from the performance of the Penetrating Work, or for any inconvenience or annoyance occasioned by the Penetrating Work. Notwithstanding the foregoing, Landlord shall be responsible for any costs arising from the gross negligence or willful misconduct of Landlord in connection with the Penetrating Work. In addition, Tenant hereby agrees to promptly and diligently cooperate with Landlord and any of the third parties performing the Penetrating Work in order to facilitate the applicable party’s performance of the particular Penetrating Work in an efficient and timely manner.

16. California Accessibility Disclosure. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Leased Premises has not undergone inspection by a Certified Access Specialist (CASp).

17. No Further Modification. Except as specifically set forth in this Fourth Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect. In the event of a conflict between the terms of the Lease and the terms of this Fourth Amendment, the terms of this Fourth Amendment shall prevail.

[Signatures follow on next page]

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IN WITNESS WHEREOF, this Fourth Amendment has been executed as of the day and year first above written.

“LANDLORD”
KILROY REALTY 303, LLC,
a Delaware limited liability company
By:	Kilroy Realty, L.P.,
	a Delaware limited partnership,
	Its Sole Member
		By:	Kilroy Realty Corporation,
			a Maryland corporation,
			Its General Partner
		By:	/s/ Jeff Hawken
		Name:	Jeff Hawken
		Title:	COO
		By:	/s/ Richard Buziak
		Name:	Richard Buziak
		Title:	Senior Vice President, Asset Management
“TENANT”
APPDYNAMICS, INC.,
a Delaware corporation
By:	/s/ Walter Z. Berger
Name:	Walter Z. Berger
Title:	CFO
By:	/s/ Dan Wright
Name:	Dan Wright
Its:	Vice President of Legal and Secretary

EXHIBIT A

OUTLINE OF SUITE 700

EXHIBIT A

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EXHIBIT B

303 SECOND STREET

SUITE 700 WORK LETTER

This Suite 700 Work Letter shall set forth the terms and conditions relating to the construction of the improvements in Suite 700. This Suite 700 Work Letter is essentially organized chronologically and addresses the issues of the construction of Suite 700, in sequence, as such issues will arise during the actual construction of Suite 700. All references in this Suite 700 Work Letter to Articles or Sections of “this Amendment” shall mean the relevant portion of Sections 1 through 17 of the Fourth Amendment to Office Lease to which this Suite 700 Work Letter is attached as Exhibit B and of which this Suite 700 Work Letter forms a part, and all references to “the Lease” shall refer to the Lease, as amended. All references in this Suite 700 Work Letter to Sections of “this Work Letter” shall mean the relevant portion of Sections 1 through 6 of this Suite 700 Work Letter.

SECTION 1

LANDLORD’S INITIAL CONSTRUCTION

1.1 Base Building as Constructed by Landlord. Landlord has constructed, at its sole cost and expense, the “Base Building” (as the term is defined below). For the purposes hereof, the term “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor on which Suite 700 is located.

1.2 Landlord Work. Landlord shall, at Landlord’s sole cost and expense, cause the renovation and improvement of the restrooms located on the floor of the Building containing Suite 700 as necessary in order to comply with the applicable requirements of the Americans with Disabilities Act in effect as of the date of this Amendment (collectively, the “Landlord Work”), as such compliance shall be determined by the applicable governmental authorities issuing Tenant’s Permits (as defined in Section 3.4 below). The Landlord Work shall utilize Building standard materials in accordance with Landlord’s improvements to similar restrooms located within the Building. Tenant may not change or alter the Landlord Work.

SECTION 2

IMPROVEMENTS

2.1 Improvement Allowance. Tenant shall be entitled to a one-time improvement allowance (the “Improvement Allowance”) in the amount of $65.00 per rentable square foot of Suite 700 for the costs relating to the initial design and construction of the improvements which are permanently affixed to Suite 700 (the “Improvements”), In addition, Landlord shall contribute up to an amount equal to $0.15 per rentable square foot of Suite 700 (the “Test-Fit

EXHIBIT B

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Contribution”) toward the cost of one preliminary “test-fit” space plan to be prepared by the “Architect,” as that term is defined in Section 3.1 of this Work Letter. Within thirty (30) days after the later to occur of (i) Tenant’s delivery to Landlord of an invoice from the Architect for services rendered in preparing a preliminary space plan for the Premises, and (ii) the mutual execution and delivery of this Amendment, Landlord shall deliver a check to the Architect in the lesser amount of (a) the amount set forth in such invoice from the Architect, and (b) the amount of the Test-Fit Contribution. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to promptly pay any portion of the “Over-Allowance Amount,” as defined in Section 4.2.1, nor shall Landlord be obligated to pay a total amount which exceeds the Improvement Allowance and the Test-Fit Contribution. Notwithstanding the foregoing or any contrary provision of the Lease, all Improvements shall be deemed Landlord’s property under the terms of the Lease. Any unused portion of the Improvement Allowance remaining as of January 1, 2017, shall remain with Landlord and Tenant shall have no further right thereto.

2.2 Disbursement of the Improvement Allowance. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) for costs related to the construction of the Improvements and for the following items and costs (collectively, the “Improvement Allowance Items”):

2.2.1 Payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Work Letter, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter;

2.2.2 The cost of any changes in the Base Building when such changes are required by the Construction Drawings;

2.2.3 The cost of any changes to the Construction Drawings or Improvements required by all applicable building codes (the “Code”); and

2.2.4 The “Landlord Supervision Fee”, as that term is defined in Section 4.3.2 of this Work Letter.

2.3 Building Standards. Landlord has established or may establish specifications for certain Building standard components to be used in the construction of the Improvements in Suite 700. The quality of Improvements shall be equal to or of greater quality than the quality of such Building standards, provided that Landlord may, at Landlord’s option, require the Improvements to comply with certain Building standards. Landlord may make changes to said specifications for Building standards from time to time. Removal requirements for Improvements are addressed in Article 8 of the Original Lease; provided, however, with respect to the Improvements described in this Work Letter, Landlord shall inform Tenant of any such obligation to remove any portion of such Improvements when Landlord approves the Approved Working Drawings (as defined in Section 3.4 below).

EXHIBIT B

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SECTION 3

CONSTRUCTION DRAWINGS

3.1 Selection of Architect/Construction Drawings. Tenant shall retain an architect/space planner reasonably approved by Landlord (the “Architect”) to prepare the “Construction Drawings,” as that term is defined in this Section 3.1. Tenant shall retain the engineering consultants designated by Landlord (the “Engineers”) to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing and HVAC work of the Improvements. Notwithstanding the foregoing, Tenant hereby acknowledges that Landlord shall oversee and manage the Architect and Engineers as necessary for completion of the Improvements. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings shall comply with the drawing format and specifications as determined by Landlord, and shall be subject to Landlord’s approval, which approval may only be withheld if Landlord determines, in its sole discretion, that certain aspects of the Improvements, once constructed in accordance with the Construction Drawings, (i) could adversely impact the structural portions of the Building, (ii) may not comply with Applicable Laws, (iii) could adversely impact any of the Building systems and equipment, and/or (iv) could be visible from the exterior of the Building (each referred to herein as a “Design Problem”). Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the base Building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord’s review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Tenant’s waiver and indemnity set forth in the Lease shall specifically apply to the Construction Drawings.

3.2 Final Space Plan. On or before the date set forth in Schedule 1, attached hereto, Tenant and the Architect shall prepare the final space plan for Improvements in the Premises (collectively, the “Final Space Plan”), which Final Space Plan shall be substantially in accordance with the preliminary space plan attached hereto as Schedule 1, and shall deliver four (4) hard copies signed by Tenant to Landlord for Landlord’s approval, and concurrently with Tenant’s delivery of such hard copies, Tenant shall send to Landlord via electronic mail one (1) .pdf electronic copy of such Final Space Plan.

EXHIBIT B

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3.3 Final Working Drawings. On or before the date set forth in Schedule 2, Tenant, the Architect and the Engineers shall complete the architectural and engineering drawings for Suite 700, and the final architectural working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Final Working Drawings”) and shall submit four (4) hard copies signed by Tenant of the Final Working Drawings to Landlord for Landlord’s approval (which approval or disapproval shall be provided within five (5) business days after Landlord’s receipt of the Final Working Drawings), and concurrently with Tenant’s delivery of such hard copies, Tenant shall send to Landlord via electronic mail one (1) .pdf electronic copy of such Final Working Drawings. Such approval of the Final Working Drawings by Landlord may only be withheld in connection with a Design Problem, as determined by Landlord in its sole discretion.

3.4 Permits. The Final Working Drawings shall be approved by Landlord and Tenant (the “Approved Working Drawings”) prior to the commencement of the construction of the Improvements. Tenant shall promptly submit the Approved Working Drawings to the appropriate municipal authorities for all applicable building and other permits necessary to allow “Contractor,” as that term is defined in Section 4.1, below, to commence and fully complete the construction of the Improvements (the “Permits”), and, in connection therewith, Tenant shall coordinate with Landlord in order to allow Landlord, at its option, to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal and obtain the Permits on or before the date set forth in Schedule 1 Notwithstanding anything to the contrary set forth in this Section 3.4, Tenant hereby agrees that neither Landlord nor Landlord’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for Suite 700 and that the obtaining of the same shall be Tenant’s responsibility; provided however that Landlord shall, in any event, cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord.

3.5 Time Deadlines. Landlord and Tenant shall use good faith efforts and all due diligence to cooperate with the Architect, the Engineers, and each other to complete all phases of the Construction Drawings and the permitting process and to receive the permits, and with Contractor for approval of the “Cost Proposal,” as that term is defined in Section 4.2 of this Work Letter, as soon as possible after the execution of this Amendment, and, in that regard, shall meet on a scheduled basis to be determined by Landlord. The applicable dates for approval of items, plans and drawings as described in this Section 3, Section 4, below, and in this Work Letter are set forth and further elaborated upon in Schedule 2 (the “Time Deadlines”), attached hereto. Tenant agrees to comply with the Time Deadlines.

3.6 Electronic Approvals. Notwithstanding any provision to the contrary contained in the Lease or this Work Letter, Landlord may, in Landlord’s sole and absolute discretion, transmit or otherwise deliver any of the approvals required under this Work Letter via electronic mail to Tenant’s representative identified in Section 5.1 of this Work Letter, or by any of the other means identified in Section 29.18 of the Original Lease.

EXHIBIT B

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SECTION 4

CONSTRUCTION OF THE IMPROVEMENTS

4.1 Contractor. A contractor designated by Landlord (“Contractor”) shall construct the Improvements.

4.2 Cost Proposal. After the Approved Working Drawings are signed by Landlord and Tenant, Landlord shall, within thirty (30) days thereafter, provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall be based upon pricing obtained by Landlord from third parties on a competitive basis and shall include, as nearly as possible, the cost of all Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Improvements (the “Cost Proposal”). Tenant shall approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same, and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal and to commence the construction relating to such items. The date by which Tenant must approve and deliver the Cost Proposal to Landlord shall be known hereafter as the “Cost Proposal Delivery Date”.

4.3 Construction of Improvements by Contractor under the Supervision of Landlord.

4.3.1 Over-Allowance Amount. Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Tenant shall pay the Over-Allowance Amount to Landlord in accordance with the following schedule: (a) one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to Landlord on the Cost Proposal Delivery Date, (b) one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to Landlord within ten (10) days after notice from Landlord to Tenant that the Architect has reasonably determined that the Improvements are at least fifty percent (50%) complete, and (c) the remaining one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to Landlord upon the Suite 700 Commencement Date. The Over-Allowance Amount then held by Landlord shall be disbursed by Landlord on a pro-rata basis along with any then remaining portion of the Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord upon Landlord’s request as an addition to the Over-Allowance Amount. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the need and cost for such alterations, then Tenant shall pay the cost of such required changes in advance upon receipt of notice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, plus five percent (5%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to deliver the Over-Allowance Amount at such times and in such amounts as provided in this Section 4.3.1, then Landlord may, at its option, cease work in Suite 700 until such time as Landlord receives such payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a default under the Lease, as amended, and a Tenant delay in accordance with the terms of Section 5.2 below).

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4.3.2 Landlord’s Retention of Contractor. Landlord shall independently retain Contractor to construct the Improvements in accordance with the Approved Working Drawings and the Cost Proposal and Landlord shall supervise the construction by Contractor, and Tenant shall pay a construction supervision and management fee (the “Landlord Supervision Fee”) to Landlord in an amount equal to the product of (i) three percent (3%) and (ii) an amount equal to the Improvement Allowance (to the extent fully utilized) plus the Over-Allowance Amount, if any (as such Over-Allowance Amount may increase pursuant to the terms of this Work Letter), provided that in no event shall the Landlord Supervision Fee exceed One Hundred Thousand Dollars ($100,000.00).

4.3.3 Contractor’s Warranties and Guaranties. Landlord hereby assigns to Tenant all warranties and guaranties by Contractor relating to the Improvements, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Improvements. All such warranties and guaranties by Contractor shall be for a period of not less than one (1) year from the date of completion thereof.

4.3.4 Tenant’s Covenants. Tenant hereby indemnifies Landlord for any loss, claims, damages or delays arising from the actions of Architect on Suite 700 or in the Building. Within fifteen (15) days after completion of construction of the Improvements, Tenant shall cause Contractor and Architect to cause a Notice of Completion to be recorded in the office of the County Recorder of the county in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute and furnish a copy thereof to Landlord upon recordation, failing which, Landlord may itself execute and file the same as Tenant’s agent for such purpose. In addition, immediately after the Substantial Completion of Suite 700, Tenant shall have prepared and delivered to the Building a copy of the “as built” plans and specifications (including all working drawings) for the Improvements.

SECTION 5

COMPLETION OF THE IMPROVEMENTS;

SUITE 700 COMMENCEMENT DATE

5.1 Ready for Occupancy. Suite 700 shall be deemed “Ready for Occupancy” upon the Substantial Completion of the Improvements. For purposes of this Amendment, “Substantial Completion” of the Improvements shall occur upon the completion of construction of the Improvements in Suite 700 pursuant to the Approved Working Drawings, with the exception of any punch list items and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor.

5.2 Delay of the Substantial Completion of Suite 700. Except as provided in this Section 5.2, the Suite 700 Commencement Date shall occur as set forth in this Amendment and Section 5.1, above. If there shall be a delay or there are delays in the Substantial Completion of the Improvements or in the occurrence of any of the other conditions precedent to the Suite 700 Commencement Date, as set forth in this Amendment, as a direct, indirect, partial, or total result of (each, a “Tenant Delay”):

EXHIBIT B

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5.2.1 Tenant’s failure to comply with the Time Deadlines;

5.2.2 Tenant’s failure to timely approve any matter requiring Tenant’s approval;

5.2.3 A breach by Tenant of the terms of this Work Letter or the Lease;

5.2.4 Changes in any of the Construction Drawings by either Tenant or the Architect after disapproval of the same by Landlord or because the same do not comply with Code or other applicable laws;

5.2.5 Tenant’s request for changes in the Approved Working Drawings;

5.2.6 Tenant’s or Architect’s requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of Substantial Completion of the Improvements, as set forth in Section 2.1 of this Amendment, or which are different from, or not included in Landlord’s Building standards;

5.2.7 Changes to the Base Building required by the Approved Working Drawings;

5.2.8 Tenant’s use of specialized or unusual improvements and/or delays in obtaining Permits due thereto;

5.2.9 Any failure by Tenant to timely pay to Landlord any portion of the Over-Allowance Amount; or

5.2.10 Any other acts or omissions of Tenant, or its agents, or employees; then, notwithstanding anything to the contrary set forth in the Lease or this Work Letter and regardless of the actual date of the Substantial Completion of the Improvements, the Suite 700 Commencement Date shall be deemed to be the date the Suite 700 Commencement Date would have occurred if no Tenant delay or delays, as set forth above, had occurred.

SECTION 6

MISCELLANEOUS

6.1 Tenant’s Entry Into Suite 700 Prior to Substantial Completion. Provided that Tenant and its agents do not interfere with construction of the Improvements, Contractor shall allow Tenant access to Suite 700 prior to the Substantial Completion of the Improvements for the purpose of Tenant installing overstandard equipment or fixtures (including Tenant’s data and telephone equipment) in Suite 700. Prior to Tenant’s entry into Suite 700 as permitted by the terms of this Section 6.1, Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing and purpose of Tenant’s entry. Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the Building or Premises and against injury to any persons caused by Tenant’s actions pursuant to this Section 6.1.

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6.2 Freight Elevators. Landlord shall, consistent with its obligations to other tenants of the Building, make the freight elevator reasonably available to Tenant in connection with initial decorating, furnishing and moving into Suite 700.

6.3 Tenant’s Representative. Tenant has designated Walter Berger and Britney Pierini as its representatives with respect to the matters set forth in this Work Letter (whose e-mail addresses for the purposes of this Work Letter are, respectively, Walter.Berger@appdynamics.com and bpierini@appdynamics.com), who, until further notice to Landlord, shall have full authority and responsibility to act on behalf of the Tenant as required in this Work Letter.

6.4 Landlord’s Representatives. Landlord has designated Rich Ambidge and Eddie Perez as “Project Managers” (whose e-mail addresses for the purposes of this Work Letter are, respectively, rambidge@kilrovrealty.com and eperez@kilroyrealty.com), who shall each be responsible for the implementation of all Improvements to be performed by Landlord in Suite 700. With regard to all matters involving such Improvements, Tenant shall communicate with the Project Managers rather than with the Contractor. Landlord shall not be responsible for any statement, representation or agreement made between Tenant and the Contractor or any subcontractor. It is hereby expressly acknowledged by Tenant that such Contractor is not Landlord’s agent and has no authority whatsoever to enter into agreements on Landlord’s behalf or otherwise bind Landlord. The Project Managers will furnish Tenant with notices of substantial completion, cost estimates for above standard Improvements, Landlord’s approvals or disapprovals of all documents to be prepared by Tenant pursuant to this Work Letter and changes thereto.

6.5 Tenant’s Agents. All subcontractors, laborers, materialmen, and suppliers retained directly by Tenant shall all be union labor in compliance with the then existing master labor agreements.

6.6 Time is of the Essence. Time is of the essence under this Work Letter. Unless otherwise indicated, all references herein to a “number of days” shall mean and refer to calendar days. In all instances where Tenant is required to approve or deliver an item, if no written notice of approval is given or the item is not delivered within the stated time period, at Landlord’s sole option, at the end of such period the item shall automatically be deemed approved or delivered by Tenant and the next succeeding time period shall commence.

6.7 Tenant’s Lease Default. Notwithstanding any provision to the contrary contained in the Lease or this Work Letter, if any default by Tenant under the Lease or this Work Letter (including, without limitation, any failure by Tenant to fund any portion of the Over-Allowance Amount) occurs at any time on or before the Substantial Completion of the Improvements, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to withhold payment of all or any portion of the Improvement

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Allowance and the Test-Fit Contribution and/or Landlord may, without any liability whatsoever, cause the cessation of construction of the Improvements (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Improvements and any costs occasioned thereby), and (ii) all other obligations of Landlord under the terms of the Lease and this Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of the Lease.

6.8 Subsidiary of Landlord as Contractor. Landlord may cause the Improvements to be constructed by a subsidiary or affiliate of Landlord. In such event Landlord shall so notify Tenant and such Contractor shall be responsible as an agent of Landlord and shall bind Landlord notwithstanding any contrary provision of this Work Letter.

EXHIBIT B

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SCHEDULE 1 TO EXHIBIT B

PRELIMINARY SPACE PLAN

SCHEDULE 1 TO

EXHIBIT B

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SCHEDULE 2 TO EXHIBIT B

TIME DEADLINES

	Dates	Actions to be Performed
A.	Thirty (30) days after full execution and delivery of this Amendment.	Final Space Plan to be completed by Tenant and delivered to Landlord.
B.	Forty-five (45) days after final approval of the Final Space Plan.	Tenant to deliver Final Working Drawings to Landlord.
C.	Thirty (30) days after Tenant’s delivery of Final Working Drawings to Landlord.	Tenant to deliver Permits to Contractor.
D.	Five (5) business days after the receipt of the Cost Proposal by Tenant.	Tenant to approve Cost Proposal and deliver Cost Proposal to Landlord.

SCHEDULE 2 TO

EXHIBIT B

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FIFTH AMENDMENT TO OFFICE LEASE

This FIFTH AMENDMENT TO OFFICE LEASE (“Fifth Amendment”) is made and entered into as of the 28^th day of February, 2015, by and between KILROY REALTY 303, LLC, a Delaware limited liability company (“Landlord”), and APPDYNAMICS, INC., a Delaware corporation (“Tenant”).

R E C I T A L S:

A. Landlord and Tenant entered into that certain Office Lease dated as of May 20, 2011 (the “Original Lease”), as amended by (i) that certain First Amendment to Office Lease dated as of October 2, 2012 (the “First Amendment”), (ii) that certain Second Amendment to Office Lease dated as of June 17, 2013 (the “Second Amendment”), (iii) that certain Third Amendment to Office Lease dated as of October 10, 2013 (the “Third Amendment”), (iv) that certain New Premises Letter of Commencement dated as of January 14, 2014 (the “Letter of Commencement”), and (v) that certain Fourth Amendment to Office Lease dated as of October 9, 2014 (the “Fourth Amendment”). The Original Lease, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Letter of Commencement and the Fourth Amendment, is referred to collectively herein as the “Lease.” Pursuant to the Lease, Landlord leases to Tenant, and Tenant leases from Landlord, that certain space consisting of (i) 41,831 rentable square feet of space located on the seventh (7^th) floor, and (ii) 41,718 rentable square feet of space located on the eighth (8^th) floor, of the North Tower of that certain building located at 303 Second Street, San Francisco, California (the “Building”), as more particularly described in the Recitals of the Fourth Amendment and depicted on Exhibit A of the Second Amendment and Exhibit A of the Fourth Amendment.

B. Tenant desires to lease on a temporary basis that certain space consisting of 12,261 rentable square feet of space commonly known as Suite 660 North and located on the sixth (6^th) floor of the North Tower of the Building (the “Suite 660 Temporary Premises”), as delineated on Exhibit A attached hereto and made a part hereof, and to otherwise amend the Lease on the terms and conditions set forth in this Fifth Amendment.

A G R E E M E N T:

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

1. Capitalized Terms. Each capitalized term when used herein shall have the same meaning as is given such term in the Lease unless expressly superseded by the terms of this Fifth Amendment.

2. Effectiveness of this Fifth Amendment. Tenant hereby acknowledges that the Suite 660 Temporary Premises are currently leased to a third party (the “Third Party”) for a lease term which is scheduled to expire as of February 28, 2015. Landlord and Tenant hereby acknowledge and agree that, notwithstanding such stated expiration date and the full execution and delivery of this Fifth Amendment by Landlord and Tenant, this Fifth Amendment is expressly

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conditioned upon the full vacation and surrender of the Suite 660 Temporary Premises by the Third Party to Landlord (the “Condition Subsequent”). Landlord shall have no liability whatsoever to Tenant relating to or arising from Landlord’s inability or failure to cause all or any portion of the Condition Subsequent to be satisfied. Landlord shall promptly notify Tenant in writing upon the satisfaction of the Condition Subsequent. The Lease shall remain unmodified and in full force and effect unless and until such time as the Condition Subsequent is satisfied, provided that in the event the Condition Subsequent is not satisfied on or before May 1, 2015, then this Fifth Amendment shall be null and void, and of no further force or effect.

3. Suite 660 Temporary Premises. Subject to the terms and conditions of this Fifth Amendment (including, without limitation, the terms and conditions of Section 2 above), Landlord shall lease to Tenant and Tenant shall lease from Landlord the Suite 660 Temporary Premises only for the conduct of Tenant’s business for the Permitted Use in accordance with the terms of the Lease (as amended). For purposes of this Fifth Amendment, the rentable square feet of the Suite 660 Temporary Premises shall be deemed to be as set forth in Recital B above. Tenant’s possession of the Suite 660 Temporary Premises from and after the Suite 660 Temporary Premises Delivery Date (as defined in Section 3.1 below) shall be subject to the terms and conditions of the Lease (as amended) as though such Suite 660 Temporary Premises were the Premises, except as otherwise expressly set forth in this Fifth Amendment.

3.1 Suite 660 Temporary Premises Term. Landlord shall deliver the Suite 660 Temporary Premises to Tenant on the date immediately following the full vacation and surrender of the Suite 660 Temporary Premises by the Third Party (the “Suite 660 Temporary Premises Delivery Date”) (which Suite 660 Temporary Premises Delivery Date is anticipated to be March 1, 2015). The term of Tenant’s lease of the Suite 660 Temporary Premises (the “Suite 660 Temporary Premises Term”) shall commence on the date (the “Suite 660 Temporary Premises Commencement Date”) which is the seventh (7^th) day following the Suite 660 Temporary Premises Delivery Date and shall terminate on June 30, 2015 (the “Suite 660 Temporary Premises Expiration Date”). Tenant shall vacate and surrender the Suite 660 Temporary Premises to Landlord on or before the Suite 660 Temporary Premises Expiration Date in “broom clean” condition such that the Suite 660 Temporary Premises is in as good condition as when it was delivered to Tenant, reasonable wear and tear and casualty excepted. In the event that Tenant fails to timely vacate and surrender the Suite 660 Temporary Premises, Tenant shall be deemed to be in holdover of the Suite 660 Temporary Premises and the terms of Article 16 of the Original Lease shall apply to such holdover; provided, however, nothing contained herein shall be construed as consent by Landlord to any holding over by Tenant in the Suite 660 Temporary Premises, and Landlord expressly reserves the right to require Tenant to surrender possession of the Suite 660 Temporary Premises to Landlord on the Suite 660 Temporary Premises Expiration Date upon the terms and conditions set forth in the Lease (as amended).

3.2 Suite 660 Temporary Premises Base Rent. Commencing as of the Suite 660 Temporary Premises Commencement Date, the Base Rent with respect to the Suite 660 Temporary Premises shall be Sixty-Eight Thousand Four Hundred Fifty-Seven and 25/100 Dollars ($68,457.25) per month (i.e., $67.00 per rentable square foot per annum), which amount shall be prorated for any partial calendar month in accordance with Section 3.1 of the Original Lease.

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3.3 Tenant’s Share. Tenant shall not be obligated to pay Tenant’s Share of Direct Expenses with respect to the Suite 660 Temporary Premises (but Tenant shall, during the Suite 660 Temporary Premises Term, be obligated to pay any other amounts of Additional Rent applicable to the Suite 660 Temporary Premises, including, without limitation, after-hours HVAC charges and overstandard use of electricity or other utilities).

3.4 Improvements to the Suite 660 Temporary Premises. Tenant has inspected the Suite 660 Temporary Premises and agrees to accept the same in its existing “as is” condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements of any kind. The terms of the Suite 700 Work Letter shall be inapplicable to the Suite 660 Temporary Premises. Any Alterations or improvements that Tenant desires to make to the Temporary Premises shall be subject to Article 8 of the Original Lease. Tenant shall, prior to the expiration of the Suite 660 Temporary Premises Term, remove any Alterations or improvements as required by Landlord pursuant to Section 8.5 of the Original Lease, provided that Tenant shall not be responsible to remove any improvements existing in the Suite 660 Temporary Premises as of the date Landlord delivers the Suite 660 Temporary Premises to Tenant.

3.5 Parking. Tenant shall not be entitled to any additional parking passes with respect to, or in connection with, Tenant’s lease of the Suite 660 Temporary Premises.

3.6 Assignment and Subletting. Tenant shall have no right to assign, sublease or otherwise transfer its interest with respect to the Suite 660 Temporary Premises.

4. Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Fifth Amendment other than Jones Lang LaSalle and CBRE, Inc. (the “Brokers”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Fifth Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifying party. The terms of this Section 4 shall survive the expiration or earlier termination of this Fifth Amendment.

5. California Accessibility Disclosure. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Suite 660 Temporary Premises has not undergone inspection by a Certified Access Specialist (CASp).

6. No Further Modification. Except as specifically set forth in this Fifth Amendment, all of the terms and provisions of the Lease are hereby ratified and confirmed and shall remain unmodified and in full force and effect. In the event of a conflict between the terms of the Lease and the terms of this Fifth Amendment, the terms of this Fifth Amendment shall prevail.

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IN WITNESS WHEREOF, this Fifth Amendment has been executed as of the day and year first above written.

“LANDLORD”
KILROY REALTY 303, LLC,
a Delaware limited liability company
By:	Kilroy Realty, L.P.,
	a Delaware limited partnership,
	Its Sole Member
	By:	Kilroy Realty Corporation,
		a Maryland corporation,
		Its General Partner
		By:	/s/ Richard Buziak
		Name:	Richard Buziak
		Title:	Senior Vice President, Asset Management
		By:	/s/ David Weinstein
		Name:	David Weinstein
		Title:	Vice President, Asset Management
“TENANT”
APPDYNAMICS, INC.,
a Delaware corporation
By:	/s/ Randy S. Gottfried
Name:	Randy S. Gottfried
Title:	Chief Financial Officer
By:	/s/ Jyoti Bansal
Name:	Jyoti Bansal
Title:	Founder & CEO

EXHIBIT A

OUTLINE OF SUITE 660 TEMPORARY PREMISES

EXHIBIT A

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EX-10.5

Exhibit 10.5

SENIOR LOAN AND SECURITY AGREEMENT

THIS SENIOR LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 12, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and APPDYNAMICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. 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.

2.2 Revolving Advances.

(a) Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances not exceeding the Availability Amount. 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.

2.3 Overadvances. If, at any time, the outstanding principal amount of any Advances exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”). Without limiting Borrower’s obligation to repay Bank any Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate.

2.4 Payment of Interest on the Credit Extensions.

(a) Interest Rate. Subject to Section 2.4(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to one percent (1.0%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.4(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 three percent (3.0%) above the rate that is otherwise applicable thereto (the “Default Rate”) unless Bank otherwise elects 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 2.4(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 in arrears on the last 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 12:00 p.m. Pacific 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.

2.5 Fees. Borrower shall pay to Bank:

(a) Commitment Fee. A fully earned, non-refundable commitment fee of One Hundred Thousand Dollars ($100,000) on the Effective Date;

(b) Termination Fee. Upon termination of this Agreement for any reason prior to the Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee (the “Termination Fee”) in an amount equal to (i) one percent (1.0%) of the Revolving Line if such termination occurs prior to the first (1^st) anniversary of the Effective Date, (ii) one half of one percent (0.5%) of the Revolving Line if such termination occurs on or after the first (1^st) anniversary of the Effective Date but prior to the second (2^nd) anniversary of the Effective Date; or (iii) none if such termination occurs on or after the second (2^nd) anniversary of the Effective Date, provided that no Termination Fee shall be charged if the Obligations are satisfied in full by Borrower following (x) the acceleration of the Obligations by Bank in accordance with Section 9.1 following the occurrence of an Event of Default, (y) the occurrence of an Initial Public Offering prior to the Revolving Line Maturity Date, or (z) the consummation of an acquisition prior to the Revolving Line Maturity Date resulting in net cash proceeds to Borrower in an amount of at least Two Billion Dollars ($2,000,000,000.00); and

(c) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement which fees for the documentation and negotiation of this Agreement will not exceed Thirty Thousand Dollars ($30,000.00) as of the Effective Date, provided there are no more than two (2) rounds of negotiations to the 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 documentation relating to, Bank Expenses, as reasonably requested by Borrower.

(d) 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 2.5 pursuant to the terms of Section 2.6(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 2.5.

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2.6 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 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific 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 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 any of Borrower’s deposit accounts, including 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) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto;

(b) duly executed original signatures to the Loan Documents;

(c) duly executed original signatures to the Control Agreement(s);

(d) 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;

(e) duly executed original signatures to the completed Borrowing Resolutions for Borrower;

(f) certified copies, dated as of a recent date, of such 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;

(g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto;

(h) evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect; and

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(i) payment of the fees and Bank Expenses then due as specified in Section 2.5 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 Transaction Report;

(b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Transaction Report 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 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;

(c) there has not been a Material Adverse Change; and

(d) for Credit Extensions made or requested on or after April 1, 2014, receipt by Bank of a duly executed landlord’s consent and lien subordination agreement in favor of Bank for Borrower’s leased location in Plano, Texas, in form and substance satisfactory to 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 an Advance set forth in this Agreement, to obtain an Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail by 12:00 p.m. Pacific time on the Funding Date of the Advance. In connection with such notification, Borrower must promptly deliver to Bank by electronic mail a completed Transaction Report executed by an Authorized Signer together with such other reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may reasonably request. Bank shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from an Authorized Signer or without instructions if the Advances 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.

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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 obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity 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 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 percent (100.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred five percent (105.0%), of the 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

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“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 (0 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.

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 6.8(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 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

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own and which is material to Borrower’s business is valid, and to Borrower’s knowledge, 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, except as noted in the Perfection Certificate, 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 Accounts Receivable.

(a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

(b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

5.4 Litigation. Except as noted on the Perfection Certificate, 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).

5.5 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, except that unaudited financial statements may be subject to normal adjustments and need not contain adjustments for stock compensation or footnotes. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements Borrower submitted to Bank.

5.6 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.

5.7 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

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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.

5.8 Subsidiaries; Investments. Borrower does not own any stock, partnership, or other ownership interest or other equity securities except for Permitted Investments.

5.9 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 Fifty Thousand Dollars ($50,000.00).

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.

5.10 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements and general corporate acquisitions and not for personal, family, household or agricultural purposes.

5.11 Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank, 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 not misleading in light of the circumstances in which they were made (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).

5.12 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

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Borrower shall do all of the following:

6.1 Government Compliance. Maintain its and 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) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) bi-monthly, on the fifteenth (15th) (or the immediately following Business Day if the 15^th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within thirty (30) days after the end of each month when a Streamline Period is in effect;

(b) within (i) thirty (30) days after the last day of each month ending April 30^th, July 31^st, October 31^st and January 31^st, and (ii) forty-five (45) days after the last day of each month (other than the months ending April 30^th, July 31^st, October 31^st and January 31^st), (x) monthly accounts receivable agings, aged by invoice date, (y) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (z) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger;

(c) within (i) thirty (30) days after the last day of each month ending April 30^th, July 31^st, October 31^st and January 31^st, and (ii) forty-five (45) days after the last day of each month (other than the months ending April 30^th, July 31^st, October 31^st and January 31^st), a company prepared, unaudited, consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);

(d) within (i) thirty (30) days after the last day of each month ending April 30^th, July 31^st, October 31^st and January 31^st, and (ii) forty-five (45) days after the last day of each month (other than the months ending April 30^th, July 31^st, October 31^st and January 31^st), 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 covenants set forth in this Agreement and such other information as Bank may reasonably request;

(e) within forty-five (45) days after Board approval, but at least annually by no later than March 15^th of each fiscal year and contemporaneously with any updates or changes thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s Board, together with any related business forecasts used in the preparation of such annual financial projections;

(f) as soon as available, and in any event within one hundred eighty (180) days following the end 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;

(g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (10) Business Days of filing, copies of all periodic and other reports, proxy

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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;

(h) within five (5) days of delivery, copies of all material statements, reports and notices made available to all of Borrower’s (a) security holders and (b) holders of Subordinated Debt;

(i) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could 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

(j) other financial information reasonably requested by Bank.

6.3 Accounts Receivable.

(a) Schedules and Documents Relating to Accounts. Borrower shall deliver to Bank transaction reports and schedules of collections, as provided in Section 6.2, on Bank’s standard forms; provided, however, that Borrower’s failure to execute and deliver the same shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall Bank’s failure to advance or lend against a specific Account affect or limit Bank’s Lien and other rights therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Borrower shall deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary indorsements, and copies of all credit memos.

(b) Disputes. Borrower shall promptly notify Bank of all disputes or claims relating to Accounts in an amount in excess of One Hundred Thousand Dollars ($100,000.00). Borrower may forgive (completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a commercially reasonable manner, in the ordinary course of business, in arm’s-length transactions, and reports the same to Bank in the regular reports provided to Bank; (ii) no Event of Default has occurred and is continuing; and (iii) after taking into account all such discounts, settlements and forgiveness, the total outstanding Advances will not exceed the lesser of the Revolving Line or the Borrowing Base.

(c) Collection of Accounts. Borrower shall have the right to collect all Accounts, unless and until an Event of Default has occurred and is continuing. Bank shall require that Borrower direct Account Debtors to deliver or transmit all proceeds of Accounts into a lockbox account, or “blocked account” as specified by Bank (either such account, the “Cash Collateral Account”), pursuant to a blocked account agreement in form and substance satisfactory to as Bank. Whether or not an Event of Default has occurred and is continuing, Borrower shall promptly deliver, or direct Account Debtors to deliver, all payments on and proceeds of Accounts to the Cash Collateral Account (i) to be applied to immediately reduce the Obligations under the Revolving Line when a Streamline Period is not in effect, or (ii) to be transferred on a daily basis to Borrower’s operating account with Bank when a Streamline Period is in effect. For the avoidance of doubt, Borrower may re-borrow from Bank any funds that are

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applied to reduce the Obligations under the Revolving Line immediately upon submission of an updated Transaction Report.

(d) Intentionally Deleted.

(e) Verification. Bank may, from time to time, after the occurrence and during the continuance of any Event of Default, verify directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose, and notify any Account Debtor of Bank’s security interest in such Account.

(f) No Liability. Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct.

6.4 Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than three (3) Business Days after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 2.6(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of One Hundred Thousand Dollars ($100,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

6.5 Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports, except related to taxes as may be due or owing in an amount less than Fifty Thousand Dollars ($50,000.00) in the aggregate, 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, within ten (10) days of such payments, 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.

6.6 Access to Collateral; Books and Records. At reasonable times, on ten (10) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense (i) no more often than (a) when a Streamline Period is not in effect, once every six (6) months, or (b) when a Streamline Period is in effect, once every twelve (12) months, and (ii) no more than six (6) times in the aggregate and (iii) in no event during the final thirty (30) days of Borrower’s fiscal quarter or year end, unless, in each case 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 charge therefor shall be Eight Hundred Fifty

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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. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall reimburse Bank for any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Notwithstanding the foregoing, the Initial Audit shall be completed within sixty (60) days after the Effective Date.

6.7 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 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) 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 6.7 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 canceled. If Borrower fails to obtain insurance as required under this Section 6.7 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 6.7, and take any action under the policies Bank deems prudent.

6.8 Operating Accounts.

(a) Maintain its and all of its Subsidiaries’ primary domestic operating and other domestic deposit accounts and securities accounts with Bank and Bank’s Affiliates. In addition, Borrower shall conduct all of its foreign exchange transactions and letter of credit transactions, if any, through Bank. Notwithstanding the foregoing, during the Transition Period, Borrower may maintain accounts with HSBC Bank USA, N.A. in an aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time (the “Permitted Accounts”).

(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 and Collateral Accounts with HSBC Bank in existence as of the Effective Date. For each Collateral Account that

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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 (i) the Permitted Accounts, or (ii) 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.

6.9 Financial Covenant – Minimum Bookings. As of the last day of each quarter set forth below, on a trailing two (2) quarter basis, and on a consolidated basis with respect to Borrower and its Subsidiaries, consummate new Bookings having a year-to-date projected gross value, as determined by Bank, of not less than the following amounts:

Quarterly Period Ending	Minimum Bookings
April 30, 2014	$	35,000,000.00
July 31, 2014	$	40,000,000.00
October 31, 2014	$	47,500,000.00
January 31, 2015	$	57,000,000.00

With respect to the quarter ending April 30, 2015 and each quarter thereafter, the minimum Bookings covenant levels shall be an amount of not less seventy-five percent (75%) of the Board approved projections, which projections shall provide for year-over-year growth of at least thirty percent (30%) in comparison to the Board-approved projections for the immediately-preceding fiscal year (and each quarter shall have a positive growth) (the “Acceptable Board Approved Plan”).

If Borrower fails to provide Bank with an Acceptable Board Approved Plan on or before March 15^th of the subject fiscal year, Borrower and Bank shall mutually agree in writing to any covenant levels proposed by Bank on or before March 15^th of such year.

6.10 Protection of Intellectual Property Rights.

(a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property in accordance with Borrower’s good business judgment; (ii) promptly advise Bank in writing of material infringements of which Borrower becomes aware or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property material to Borrower’s business; and (iii) not allow any 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 thirty (30) days of entering or becoming bound by any Restricted License (other than over-the-counter or open source software that is commercially available to the public). Borrower shall take such steps as Bank reasonably 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 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

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Agreement and the other Loan Documents; provided, however, that the failure to obtain any such consent or waiver, after good faith attempts to obtain the same, shall not constitute an Event of Default under this Agreement.

6.11 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.

6.12 Post-Closing Consents and Waivers. Borrower shall use commercially reasonably efforts to deliver to Bank:

(a) Within sixty (60) days following the Effective Date, (i) a landlord’s consent in favor of Bank for each of Borrower’s leased locations (other than Borrower’s Plano, Texas leased location) by the respective landlord thereof, together with the duly executed original signatures thereto; and (ii) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; and

(b) Within fifteen (15) days following the Effective Date, evidence reasonably satisfactory to Bank that the endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank.

6.13 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.

6.14 Formation or Acquisition of Subsidiaries. Notwithstanding anything in this Agreement to the contrary but without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, within forty-five (45) days after the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary 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 newly formed or acquired Subsidiary), and (b) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.14 shall be a Loan Document.

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, obsolete, or surplus 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 (other than as

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prohibited 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; (f) of nonexclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; and (g) transfers of assets between Borrower and any of its Subsidiaries or between any of Borrower’s Subsidiaries or any transfer in connection with a restructuring for tax purposes (provided Borrower causes such Subsidiary to enter into a joinder to this Agreement to cause such Subsidiary 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 Subsidiary)).

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 or incidental 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 ten (10) Business Days after such Key Person’s 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-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (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 ten (10) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) 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 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 Two Hundred Fifty Thousand Dollars ($250,000.00) to a bailee, 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), unless (a) (i) all Obligations are indefeasibly paid in full in cash contemporaneously with the consummation of such merger, consolidation, or acquisition, and (ii) this Agreement is terminated by Borrower, or (b) such transaction is a Permitted Acquisition. Notwithstanding the foregoing, 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.

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7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of its property (other than Liens on stock in favor of Borrower in connection with the cashless exercise of stock options or similar retention agreement), 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 6.8(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 (x) of former employees or consultants pursuant to stock repurchase agreements, or (y) in exercise of contractual rights of first refusal, in each case ((x) and (y)), 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 Million Dollars ($1,000,000.00) 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 (a) 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 and (b) between Borrower and its Subsidiaries, in connection with a restructuring for tax purposes (provided Borrower causes such Subsidiary to enter into a joinder to this Agreement to cause such Subsidiary 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 Subsidiary)).

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 meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act 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

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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 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 6.2, 6.3(c), 6.5, 6.6, 6.8, 6.9, or 6.10(b), or violates any covenant in Section 7 and Bank has given notice of such default to Borrower (provided, however, for Sections 6.2, 6.3(c), 6.5, and 6.10(b), Borrower shall fail to cure such default within three (3) Business Days after Bank has given notice of such default to Borrower); 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 Bank has given notice of such default to Borrower; 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 after Bank has given notice of such default to Borrower) 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 Investor Abandonment. There is a lack of Investor Support, or Investor Support ceases to be provided to Borrower for any reason;

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

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(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);

8.6 Other Agreements. There is, under any agreement to which Borrower is a party with a third party or parties, any default resulting in the acceleration of the maturity of any Indebtedness in an amount individually or in the aggregate in excess of One Million Dollars ($1,000,000.00);

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 One Million Dollars ($1,000,000.00) (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 thirty (30) 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;

8.9 Subordinated Debt. The Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement; or

8.10 Cross-Default. The occurrence of an Event of Default (as defined in the Subordinated Loan Agreement) under the Subordinated Loan Agreement due solely to Borrower’s failure to comply with Section 8.1 (Payment Default) of the Subordinated Loan 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 permitted 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 percent (100.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in Dollars remaining undrawn, and (B) one hundred five percent (105.0%) of the

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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;

(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 in a manner 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 to 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

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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 6.7 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 an Event of 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 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.

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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.

If to Borrower:	AppDynamics, Inc.
	303 2nd Street, 8th Floor
	San Francisco, California 94107
	Attn: Chief Financial Officer
with a copy to:	AppDynamics, Inc.
	303 2nd Street, 8th Floor
	San Francisco, California 94107
	Attn: Director of Legal
If to Bank:	Silicon Valley Bank
	2400 Hanover Street
	Palo Alto, California 94304
	Attn: Joseph Restagno
with a copy to:	Riemer & Braunstein LLP
	Three Center Plaza
	Boston, Massachusetts 02108

11 CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE

Except as otherwise expressly provided in any of the Loan Documents, California 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 Santa Clara County, California; 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

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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 designated 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.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure § 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure Sections 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure Section 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

This Section 11 shall survive the termination of this Agreement.

12 GENERAL PROVISIONS

12.1 Termination Prior to Revolving Line Maturity Date; Survival. All covenants, representations and warranties made in this Agreement shall 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 obligations, and any other obligations which, by

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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 any 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,

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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.

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, that any prospective transferee or purchaser shall have entered into an agreement containing provisions substantially the same as those in this Section); (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 confidential information for the development of databases, reporting purposes, and market analysis so long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly permitted by Borrower in writing. The provisions of the immediately preceding sentence shall survive the termination of this Agreement.

12.10 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the Bank shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

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 Right of Setoff. Borrower hereby grants to Bank a Lien and a right of setoff 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 subsidiary of Bank) 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 setoff the same or any part thereof and apply the same to any liability or Obligation of Borrower then due and 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

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OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

12.13 Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

12.14 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.

12.15 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.

12.16 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.

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, and the singular includes the plural. As used in this Agreement, the following capitalized terms have the following meanings:

“Acceptable Board Approved Plan” is defined in Section 6.9.

“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.

“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.

“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.

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“Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base 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 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.

“Board” means Borrower’s board of directors.

“Bookings” is the aggregate signed contract value of all new business bookings, renewals and contractually due billings.

“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 Base” is eighty percent (80%) of Eligible Accounts, as determined by Bank from Borrower’s most recent Transaction Report; provided, however, that Bank has the right, upon prior notice to Borrower, to decrease the foregoing percentage in its good faith business judgment to mitigate the impact of events, conditions, contingencies, or risks which may adversely affect the Collateral or its value.

“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 or assistant 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.

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“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 State of California; 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 State of California, 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, 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.

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“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, any Overadvance, or any other extension of credit by Bank for Borrower’s benefit.

“Currency” is coined money and such other banknotes or other paper money as are authorized by law and circulate as a medium of exchange.

“Default Rate” is defined in Section 2.4(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 xxxxxx3546 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.

“Eligible Accounts” means Accounts (including Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue) which arise in the ordinary course of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3. Bank reserves the right, upon prior notice to Borrower, at any time after the Effective Date to adjust any of the criteria set forth below and to establish new criteria in its good faith business judgment. Unless Bank otherwise agrees in writing, Eligible Accounts shall not include:

(a) Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent;

(b) Accounts that the Account Debtor has not paid within ninety (90) days of invoice date regardless of invoice payment period terms;

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(c) Accounts with credit balances over ninety (90) days from invoice date;

(d) Accounts owing from an Account Debtor if fifty percent (50%) or more of the Accounts owing from such Account Debtor have not been paid within ninety (90) days of invoice date;

(e) Accounts owing from an Account Debtor which does not have its principal place of business in the United States or Canada (except for Eligible Foreign Accounts);

(f) Accounts billed from and/or payable to Borrower outside of the United States unless Bank has a first priority, perfected security interest in such Accounts under all applicable laws, including foreign laws (sometimes called foreign invoiced accounts);

(g) Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise—sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts);

(h) Accounts owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended;

(i) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale or return”, “sale on approval”, or other terms if Account Debtor’s payment may be conditional;

(j) Accounts owing from an Account Debtor where goods or services have not yet been rendered to the Account Debtor (sometimes called memo billings or pre-billings);

(k) Accounts subject to contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according to completion or fulfillment requirements where the Account Debtor has a right of offset for damages suffered as a result of Borrower’s failure to perform in accordance with the contract (sometimes called contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts);

(l) Accounts owing from an Account Debtor the amount of which may be subject to withholding based on the Account Debtor’s satisfaction of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings);

(m) Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust;

(n) Accounts owing from an Account Debtor that has been invoiced for goods that have not been shipped to the Account Debtor unless Bank, Borrower, and the Account Debtor have entered into an agreement acceptable to Bank wherein the Account Debtor acknowledges that (i) it has title to and has ownership of the goods wherever located, (ii) a bona fide sale of the goods has occurred, and (iii) it owes payment for such goods in accordance with invoices from Borrower (sometimes called “bill and hold” accounts);

(o) Accounts for which the Account Debtor has not been invoiced;

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(p) Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s business;

(q) Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond ninety (90) days;

(r) Accounts arising from chargebacks, debit memos or other payment deductions taken by an Account Debtor;

(s) Accounts arising from product returns and/or exchanges (sometimes called “warranty” or “RMA” accounts);

(t) Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed amount), or if the Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business;

(u) Accounts owing from an Account Debtor, whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts, for the amounts that exceed that percentage, unless Bank approves in writing; and

(v) Accounts for which Bank has provided prior notification to Borrower that Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed” or “recycled” invoices.

“Eligible Foreign Accounts” are Accounts for which the Account Debtor does not have its principal place of business in the United States or Canada but otherwise satisfy the definition of Eligible Accounts. Bank reserves the right, upon prior notice to Borrower, at any time after the Effective Date to adjust any of the criteria set forth herein and to establish new criteria in its good faith business judgment upon notice thereof to Borrower. Notwithstanding the foregoing, at no time shall the portion of Advances based upon the Eligible Foreign Accounts exceed forty percent (40%) of the Borrowing Base.

“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.

“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.

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“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” means, with respect to Borrower or its Subsidiaries, (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.

“Initial Audit” is Bank’s inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books, with results satisfactory to Bank in its sole and absolute discretion.

“Initial Public Offering” is the initial, underwritten offering and sale of Borrower’s common stock to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended.

“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 and operating manuals;

(c) any and all source code;

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(d) any and all design rights which may be available to such Person;

(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.

“Investor Support” means it is the clear intention of Borrower’s investors to continue to fund Borrower in the amounts and timeframe necessary to enable Borrower to satisfy the Obligations as they become due and payable.

“Key Person” is each of Borrower’s (a) Chief Executive Officer, who is Jyoti Bansal as of the Effective Date, and (b) Chief Financial Officer, who is Walter Berger 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.

“Liquidity” is, at any time, (a) the aggregate amount of unrestricted cash held at such time by Borrower in Deposit Accounts or Securities Accounts maintained with Bank or its Affiliates, minus (b) the aggregate outstanding amount of all Advances under the Revolving Line, minus (c) the current portion of Borrower’s capital lease obligations.

“Loan Documents” are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other documents related to this Agreement, excluding, for the avoidance of doubt, the Subordinated Loan Agreement, 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; or (c) a material impairment of the prospect of repayment of any portion of the Obligations when due. In determining whether a “Material Adverse Change” has occurred under clause (b) or (c) above, Bank’s primary, though not sole, consideration will be whether Borrower has or will have sufficient cash resources to repay the Obligations as and when due. Bank recognizes that, as a pre-profit company, Borrower’s cash resources will decline

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over time, and Borrower will periodically require additional infusions of equity capital. The clear intention of Borrower’s investors to continue to fund Borrower in the amounts and timeframe necessary, in Bank’s judgment, to enable Borrower to satisfy the Obligations as they become due and payable is the most significant criterion Bank shall consider in making any such determination.

“Monthly Financial Statements” is defined in Section 6.2(c).

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, the applicable Termination 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.

“Overadvance” is defined in Section 2.3.

“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.

“Perfection Certificate” is defined in Section 5.1.

“Permitted Accounts” is defined in Section 6.8(a).

“Permitted Acquisition” is the merger, consolidation, or acquisition by Borrower of all or substantially all of the assets of another company or companies (collectively, the “Target”), provided that (a) prior to the Initial Public Offering: (i) Target is engaged in a similar line of business as Borrower both prior to and after giving effect to such transaction, (ii) such transaction is non-hostile in nature, (iii) no Event of Default has occurred and is continuing or would exist after giving effect to such transaction, (iv) Borrower is the sole surviving legal entity following the transactions in connection with and contemplated by such transaction, (v) the total consideration (including the assumption of indebtedness, provided such indebtedness is subject to a subordination agreement in form and substance satisfactory to Bank) does not exceed (x) Three Million Dollars ($3,000,000.00) with respect to any such transaction, and (y) Six Million Dollars ($6,000,000.00) in the aggregate for all such transactions during any consecutive twelve (12) month period; and (vi) prior to the consummation of such transaction, Borrower delivers to Bank evidence that the assets of Target are free and clear of all Liens, and (b) after the occurrence of the Initial Public Offering: (i) no Event of Default has occurred and is continuing or would exist after giving effect to such transaction, (ii) Borrower is the sole surviving legal entity following the transactions in connection with and contemplated by such transaction, and (iii) the total amount of unrestricted and unencumbered cash at Bank upon and immediately after the consummation of any such Transactions shall be in an amount equal to or greater than the aggregate amount of all Obligations of Borrower to Bank.

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“Permitted Increase Event” means, (i) confirmation by Bank that during the period commencing on the Effective Date through and including January 31, 2015, no Event of Default has occurred, and (ii) receipt by Bank on or after January 31, 2015, but prior to the Revolving Line Maturity Date, of a written request by Borrower to increase the Revolving Line to an aggregate principal amount not to exceed Thirty Million Dollars ($30,000,000.00) outstanding at any time.

“Permitted Indebtedness” is:

(a) Borrower’s Indebtedness to Bank under this Agreement, the other Loan Documents, and the Subordinated Loan Agreement;

(b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate;

(c) Subordinated Debt;

(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;

(b) Investments consisting of Cash Equivalents; and

(c) Investments by Borrower in Subsidiaries not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate in any fiscal year.

“Permitted Liens” are:

(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement, the other Loan Documents, and the Subordinated Loan Agreement;

(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;

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(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 Ten Million Dollars ($10,000,000.00) 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;

(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; and

(e) Liens in favor of Legacy Campus, LP on all property situated in or upon Borrower’s leased location at 5340 Legacy Drive, Suite 190, Building 4, Plano, Texas 750243105, and the proceeds thereof, provided that such landlord shall execute and deliver a landlord’s consent and lien subordination agreement in favor of Bank, in form and substance satisfactory to Bank.

“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 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).

“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.

“Reserves” means, as of any date of determination, such amounts as Bank may from time to time establish and revise in its good faith business judgment, reducing the amount of Advances and other financial accommodations which would otherwise be available to Borrower (a) to reflect events, conditions, contingencies or risks which, as determined by Bank in its good faith business judgment, do or may adversely affect (i) the Collateral or any other property which is security for the Obligations or its value (including without limitation any increase in delinquencies of Accounts), (ii) the assets, business or prospects of Borrower or any Guarantor, or (iii) the security interests and other rights of Bank in the Collateral (including the enforceability, perfection and priority thereof); or (b) to reflect Bank’s reasonable belief that any collateral report or financial information furnished by or on behalf of Borrower or any Guarantor to Bank is or may have been incomplete, inaccurate or misleading in any material respect; or (c) in respect of any state of facts which Bank determines constitutes an Event of Default or may, with notice or passage of time or both, constitute an Event of Default.

“Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial Officer, Controller, or any director-level officer of Borrower.

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“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 not to exceed Twenty Million Dollars ($20,000,000.00) outstanding at any time, provided, however, upon the occurrence of the Permitted Increase Event, the Revolving Line shall mean an aggregate principal amount not to exceed Thirty Million Dollars ($30,000,000.00) outstanding at any time.

“Revolving Line Maturity Date” is February 12, 2017.

“SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.

“Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

“Streamline Period” is, on and after the Effective date, provided no Event of Default has occurred and is continuing, the period (a) commencing on the first day of the month following the day that Borrower provides to Bank a written report that Borrower has, for each consecutive day in the immediately preceding fiscal month, maintained Liquidity of equal to or greater than One Dollar ($1.00) (the “Threshold Amount”); and (b) terminating on the earlier to occur of (i) the occurrence of an Event of Default, and (ii) the first day thereafter in which Borrower fails to maintain the Threshold Amount, as determined by Bank in its discretion. Upon the termination of a Streamline Period, Borrower must maintain the Threshold Amount each consecutive day for two (2) months as determined by Bank in its discretion, prior to entering into a subsequent Streamline Period. Borrower shall give Bank prior written notice of Borrower’s election to enter into any such Streamline Period, and each such Streamline Period shall commence on the first day of the monthly period following the date the Bank determines, in its reasonable discretion, that the Threshold Amount has been achieved.

“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.

“Subordinated Loan Agreement” is that certain Subordinated Loan and Security Agreement dated as of even date herewith, between Borrower and Bank, as amended and in effect.

“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.

“Termination Fee” is defined in Section 2.5(c).

“Threshold Amount” is defined in the definition of Streamline Period.

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“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.

“Transaction Report” is that certain report of transactions and schedule of collections in the form attached hereto as Exhibit C.

“Transfer” is defined in Section 7.1.

“Transition Period” means the period of time commencing upon the Effective Date and terminating on the earlier to occur of (a) an Event of Default, or (b) the date which is ninety (90) days after the Effective Date.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

BORROWER:
APPDYNAMICS, INC.
By:	/s/ Walter Z. Berger
Name:	Walter Z. Berger
Title:	Chief Financial Officer

BANK:
SILICON VALLEY BANK
By:	/s/ Joseph Restagno
Name:	Joseph Restagno
Title:	Managing Director

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 Section 7.5 of this Agreement, 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: APPDYNAMICS, INC.

The undersigned authorized officer of APPDYNAMICS, INC. (“Borrower”) certifies that under the terms and conditions of the Senior Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete 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, if any, 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 Covenant	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days (45 days for intra-quarter month ends)	Yes     No
Annual financial statement (CPA Audited)	FYE within 180 days	Yes     No
10-Q, 10-K and 8-K and any other material filing	Within 10 days after filing with SEC	Yes     No
A/R & A/P Agings	Monthly within 30 days (45 days for intra-quarter month ends)	Yes     No
Transaction Reports	(i) With each Advances, (ii) bi- monthly (on the 15th and last day of the month) when not in a Streamline Period, and (iii) monthly within 30 days when Streamline Period is in effect	Yes     No
Board-approved Projections	Within 45 days after Board approval but at least annually, by 3/15	Yes     No

Financial Covenant	Required		Actual	Complies
Maintain (on a trailing 2 quarter basis):
Minimum Bookings		*	$		Yes     No

*As set forth in Section 6.9 of the Senior Loan and Security Agreement.

The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)

APPDYNAMICS, 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. Minimum Bookings (Section 6.9)

Required: As of the last day of each quarter set forth below, on a trailing two (2) quarter basis, and on a consolidated basis with respect to Borrower and its Subsidiaries, consummate new Bookings during each such quarter having a year-to-date projected gross value, as determined by Bank, of not less than the following amounts:

Quarterly Period Ending	Minimum Bookings
April 30, 2014	$	35,000,000.00
July 31, 2014	$	40,000,000.00
October 31, 2014	$	47,500,000.00
January 31, 2015	$	57,000,000.00

With respect to the quarter ending April 30, 2015 and each quarter thereafter, the minimum Bookings covenant levels shall be mutually agreed upon between Borrower and Bank based upon Borrower’s fiscal year 2016 Board-approved projections and budget (as amended). The failure of Borrower and Bank to mutually agree in writing to any covenant levels proposed by Bank on or before March 15, 2015 shall result in an immediate Event of Default for which there shall be no grace or cure period.

Actual: $                

             No, not in compliance              Yes, in compliance

EXHIBIT C

Transaction Report

[Intentionally Omitted]

FIRST AMENDMENT

TO

SENIOR LOAN AND SECURITY AGREEMENT

This First Amendment to Senior Loan and Security Agreement (this “Amendment”) is entered into this 15^th day of May, 2014, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and APPDYNAMICS, INC., a Delaware corporation (“Borrower”) whose address is 303 2nd Street, North Tower, 8th Floor, San Francisco, California 94107.

RECITALS

A. Bank and Borrower have entered into that certain Senior Loan and Security Agreement dated as of February 12, 2014 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Bank amend the Loan Agreement to make certain revisions to the Loan Agreement as more fully set forth herein.

D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2. Amendments to Loan Agreement.

2.1 Section 13.1 (Definitions). The Loan Agreement shall be amended by deleting subsection (e) of the definition of “Permitted Liens” in its entirety and replacing it with the following text:

“(e) Liens in favor of Legacy Campus, LP on all property situated in or upon Borrower’s leased location at 5340 Legacy Drive, Suite 190, Building 4, Plano, Texas 75024-3105, and the proceeds thereof.”

2.2 Exhibit B (Compliance Certificate). The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate in the form of Schedule 1 attached hereto.

3. Limitation of Amendments.

3.1 The amendments set forth in Section 2 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4. Waivers. Bank hereby waives the requirements set forth under Section 6.12(a)(i) of the Loan Agreement. Borrower hereby acknowledges and agrees that except as specifically provided herein, nothing in this Section or anywhere in this Amendment shall be deemed or otherwise construed as a waiver by Bank of any of its rights and remedies pursuant to the Loan Documents, applicable law or otherwise.

5. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

5.1 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

5.2 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

5.3 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

5.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

5.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and

5.6 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

6. Integration. This Amendment and 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 this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

7. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

8. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with this Amendment.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK		BORROWER
SILICON VALLEY BANK		APPDYNAMICS, INC.
By:	/s/ Robert Mingrone	By:	/s/ Dan Wright
Name:	Robert Mingrone	Name:	Dan Wright
Title:	Vice President	Title:	Director of Legal and Assistant Secretary

Schedule 1

EXHIBIT B

COMPLIANCE CERTIFICATE

TO: SILICON VALLEY BANK	Date:
FROM: APPDYNAMICS, INC.

The undersigned authorized officer of APPDYNAMICS, INC. (“Borrower”) certifies that under the terms and conditions of the Senior Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete 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, if any, 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 Covenant	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days (45 days for infra-quarter month ends)	Yes     No
Annual financial statement (CPA Audited)	FYE within 180 days	Yes     No
10-Q, 10-K and 8-K and any other material filing	Within 10 days after filing with SEC	Yes     No
AIR & A/P Agings	Monthly within 30 days (45 days for infra-quarter month ends)	Yes     No
Transaction Reports	(i) With each Advances, (ii) bi-monthly (on the 15th and last day of the month) when not in a Streamline Period, and (iii) monthly within 30 days when Streamline Period is in effect	Yes     No
Board-approved Projections	Within 45 days after Board approval but at least annually, by 3/15	Yes     No

Financial Covenant Required Actual Complies

Maintain (on a trailing 2 quarter basis):
Minimum Bookings	*	$	Yes     No

*As set forth in Section 6.9 of the Senior Loan and Security Agreement.

The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

Other Matters

With respect to that certain Lease Agreement dated as of September 13, 2011, as amended by Amendment No. 1 dated January 14, 2013, between Legacy Campus, L.P. (“Landlord”) and Borrower for property located at 5340 Legacy Drive, Building 4, Plano, Texas 75024 (hereinafter referred to as the “Lease”):
1.      Have there been any additional amendments to the Lease (other than arising from the ordinary course renewal thereof (if applicable))?	Yes	*	No
*If yes, please provide copies of such amendments.
2.      Has a default or breach occurred under the Lease or has Borrower received any verbal or written notice of a default or breach under the Lease from the Landlord?	Yes		No

The following are the exceptions with respect to the certifications above: (If no exceptions exist, state “No exceptions to note.”)

APPDYNAMICS, INC.	BANK USE ONLY
By:	Received by:
Name:		AUTHORIZED SIGNER
Title:	Date:
	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. Minimum Bookings (Section 6.9)

Required: As of the last day of each quarter set forth below, on a trailing two (2) quarter basis, and on a consolidated basis with respect to Borrower and its Subsidiaries, consummate new Bookings during each such quarter having a year-to-date projected gross value, as determined by Bank, of not less than the following amounts:

Quarterly Period Ending	Minimum Bookings
April 30, 2014	$	35,000,000.00
July 31, 2014	$	40,000,000.00
October 31, 2014	$	47,500,000.00
January 31, 2015	$	57,000,000.00

With respect to the quarter ending April 30, 2015 and each quarter thereafter, the minimum Bookings covenant levels shall be mutually agreed upon between Borrower and Bank based upon Borrower’s fiscal year 2016 Board-approved projections and budget (as amended). The failure of Borrower and Bank to mutually agree in writing to any covenant levels proposed by Bank on or before March 15, 2015 shall result in an immediate Event of Default for which there shall be no grace or cure period.

Actual: $                

             No, not in compliance              Yes, in compliance

EX-10.6

Exhibit 10.6

APPDYNAMICS, INC.

DIRECTOR AGREEMENT

This DIRECTOR AGREEMENT, dated as of April 20, 2011 (this “Agreement”), is made and entered into by and between AppDynamics, Inc., a Delaware corporation (the “Company”), and Dev Ittycheria (the “Director”).

For good and valuable consideration, the Company and the Director agree as follows:

1. The Company hereby engages the Director to serve as a member of the Company’s Board of Directors (the “Board”), upon the terms and subject to the conditions set forth in this Agreement, and Director accepts said engagement upon said terms and subject to said conditions.

2. The term of this Agreement shall be for four (4) years commencing as of the date of this Agreement, and, unless earlier terminated as provided herein, shall be automatically renewed for successive one (1) year terms thereafter until terminated as provided herein.

3. Either party may terminate this Agreement at any time and for any reason, with or without cause, by delivering not less than fifteen (15) days’ prior written notice of termination to the other party. In the event of termination of this Agreement, the Director shall receive all consideration earned through the date of such termination, if any.

4. The Director will perform his or her duties and obligations under this Agreement with good faith and integrity.

5. The Director shall serve as a member of the Company’s Board of Directors.

6. Director is an independent contractor and is solely responsible for all taxes, withholdings, and other similar statutory obligations, including, but not limited to, workers’ compensation insurance. Director agrees to defend, indemnify and hold harmless the Company from any and all claims, actions, causes of action, damages, losses, liabilities, obligations, costs and expenses, including, without limitation, attorneys’ fees, arising out of any failure or alleged failure by Director to satisfy any such obligations.

7. It will be recommended to the Company’s Board of Directors following the date of this agreement that Director receive a nonstatutory stock option grant entitling Director to purchase up to 324,500 shares of the Company’s common stock (the “Option”), at an exercise price equal to the fair market value of the Company’s common stock on the date of grant as determined in good faith by the Company’s Board of Directors. Such Option shall vest in forty-eight (48) equal monthly installments as Director continues service on the Board, and shall be subject to full “single trigger” vesting acceleration upon a change of control of the Company. The Option shall be subject to the terms and conditions of the Company’s 2008 Stock Plan, as amended and a stock option agreement between you and the Company.

8. Except for the Option described in Section 7, Director shall not be entitled to any other compensation or consideration pursuant to this Agreement or otherwise in connection with Director’s engagement to serve as a member of the Company’s Board or Director’s duties or obligations relating thereto, including, without limitation, travel time.

9.  (a) Director acknowledges that the Company and its parent, subsidiaries and affiliates own Proprietary Information that is important to their respective businesses. “Proprietary Information” is information that was developed, established, created or discovered by or for the Company or any of its parent, subsidiaries or affiliates, or which became known by, or was acquired by or assigned or conveyed to the Company or any of its parent, subsidiaries or affiliates, or which has commercial value in the business of the Company or any of its parent, subsidiaries or affiliates. Proprietary Information includes, but is not limited to, trade secrets, proprietary or confidential information, technical data or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers, developments, inventions, processes, formulas, technology, designs, drawings, surveys, plans, engineering, marketing, distribution and sales methods and systems, sales and profit figures, financial, accounting and other business information and plans, computer programs, computer software and source codes, schematics, ideas, techniques, inventions (whether patentable or not), the salaries, expertise, names and terms of compensation of employees and other consultants, and other information concerning the actual or anticipated business, research or development of the Company or any of its parent, subsidiaries or affiliates, or which is received in confidence by or for the Company or any of its parent, subsidiaries or affiliates from any other person.

(b) Director understands that the Company and its parent, subsidiaries or affiliates possess Company Documents which are important to their respective businesses. “Company Documents” are documents or other media that contain Proprietary Information or any other information concerning the business, operations, investments or plans of the Company or any of its parent, subsidiaries or affiliates, whether such documents have been prepared by Director or by others. “Company Documents” include, but are not limited to, blueprints, drawings, plans, surveys, photographs, charts, graphs, notebooks, customer lists, computer disks, tapes, records, data or printouts, sound recordings, video tapes and cassettes, digital tapes and other media, agreements, contracts, instruments, memoranda, correspondence, e-mail, and other printed, typewritten, handwritten, computer or electronic documents or other media.

(c) Notwithstanding the provisions of this Agreement, Proprietary Information shall not include any information that (i) is or becomes generally available to the public other than a result of disclosure by the Director, (ii) was within the Director’s possession prior to it being furnished to the Director by or on the behalf of the Company provided that to the Director’s knowledge after due investigation reasonable under the circumstances the source of such information is not bound by a confidentiality agreement with or other confidentiality obligation to the Company or any other party with respect to such information or (iii) becomes available to the Director on a non-confidential basis from a source other than the Company provided that to the Director’s knowledge after due investigation reasonable under the circumstances the source of such information is not bound by a confidentiality agreement with or other confidentiality obligation to the Company or any other party with respect to such information.

(d) Director shall not disclose any Proprietary Information or Company Documents, directly or indirectly, to any other person or use them in any way, either during the term of this Agreement or thereafter, except as is required in the performance of his or her duties and obligations for the Company. At all times, both during the term of this Agreement and thereafter, Director will keep in confidence and trust and will not use or disclose any Proprietary Information or Company Documents or anything relating to the Proprietary Information or the Company Documents without the prior written consent of the Chief Executive Officer or President of the Company, except as may be necessary in the ordinary course of performing Director’s duties and obligations for the Company.

(e) All Proprietary Information and Company Documents and all patents, copyrights and other rights relating thereto shall be the sole property of the Company. Director assigns to the Company any rights Director may have or acquire in such Proprietary Information or Property Documents.

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(f) Director agrees to not remove any Company Documents from the business premises of the Company or deliver any Company Documents to any person or entity outside the Company, except as required to do in connection with performing Director’s duties and obligations for the Company. Director further agrees that, immediately upon the termination of this Agreement for any reason, or during the term of this Agreement if so requested by the Company, Director will return all Company Documents, apparatus, equipment and other physical property, or any reproduction of such property.

(g) During the term of this Agreement, Director agrees that all inventions which Director makes, conceives, reduces to practice, develops, establishes or contributes to and which (i) relate to the business of the Company or any of the products or services being developed, manufactured or sold by the Company or which may be used in relation therewith, (ii) result from tasks assigned to the Director by the Company or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company shall be assigned to the Company. The Director hereby assigns such inventions to the Company.

(h) Director agrees to perform, during the term of this Agreement and for two (2) years thereafter, all acts deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in obtaining, maintaining, defending and enforcing patents, copyrights or other rights on such inventions and improvements in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Director hereby irrevocably designates and appoint the Company and its duly authorized officers and agents, as Director’s agents and attorneys-in-fact to act and to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by Director.

(i) During the term of this Agreement and for one (1) year thereafter, Director agrees not to (i) encourage or solicit (directly or indirectly) any employee or other Director of the Company or any of its parent, subsidiaries or affiliates to leave the Company or any of its parent, subsidiaries or affiliates for any reason (on Director’s own behalf or on behalf of any other entity), or (ii) directly or indirectly, personally or through others, adversely interfere with the Company’s relationship with any person or entity who is, or becomes, a customer of the Company.

(j) Director agrees that during the term of this Agreement, Director will not engage in any employment, occupation, consulting or other business activity directly competitive with or related to the Company’s businesses, and will not assist any other person or organization in competing with the Company or any of its parent, subsidiaries or affiliates or in preparing to engage in competition with such businesses of the Company or any of its parent, subsidiaries or affiliates. Without limiting the foregoing, Director (i) will not cause or attempt to cause (A) any client, customer or supplier of the Company or its parent, subsidiaries or affiliates to terminate or materially reduce its business with the Company or any of its parent, subsidiaries or affiliates or (B) any officer, employee or consultant of the Company or any of its parent, subsidiaries or affiliates to resign or sever a relationship with the Company or any of its parent, subsidiaries or affiliates and (ii) will not participate or engage in or otherwise lend assistance (financial or otherwise) to any person participating or engaged in any of the lines of business in which the Company or any of its parent, subsidiaries or affiliates is participating or engaged in any jurisdiction in which the Company or any of its parent, subsidiaries or affiliates participates or engages in such line of business.

(k) Director represents that his or her performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Director in confidence or in trust. Director has not entered into, and agrees not to enter into, any agreement either written or oral in conflict herewith or in conflict with Director’s engagement with the Company.

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(l) Director agrees that the provisions of this Section 9, other than Section 9(j), shall survive the termination of this Agreement, regardless of the reason or reasons for termination, and that the Company is entitled to communicate to other persons or advise other persons of Director’s obligations under this Agreement.

(m) Director agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth in this Section 9. Accordingly, Director agrees that if he or she breaches any of such covenants, in addition to any other rights and remedies available, the Company shall be entitled to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Section 9. Director further agrees that no bond or other security shall be required in obtaining such equitable relief and Director hereby consents to the issuance of such injunction and to the ordering of specific performance.

10. Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery, facsimile or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the Company at the address set forth on the attached signature page, and to the Director at the address set forth on the attached signature page, but each party hereto may change that address by written notice in accordance with this section. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of the date of mailing.

11. This Agreement shall be in all respects governed by and construed and enforced in accordance with the laws of the State of California, including all matters of construction, validity and performance, without regard to choice of law rules which would otherwise require reference to the laws of some other jurisdiction. The parties hereby consent to the jurisdiction of the courts of the County of San Francisco of the State of California and agree that such courts shall have exclusive jurisdiction over any suit, claim or cause of action arising out of or related to this Agreement.

12. This Agreement and the Exhibit relating hereto set forth the entire agreement and understanding between the Company and Director relating to the subject matter herein and therein and supersede all prior or contemporaneous discussions, agreements and understandings between the Company and Director. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will he effective unless in writing signed by the party to be charged.

13. If any provision of this Agreement is adjudicated to be void, illegal, invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and each of such remaining provisions shall be valid and enforceable to the fullest extent permitted by law.

14. If the Director dies prior to receiving final payment pursuant to this Agreement, any sums that may be due them from the Company under this Agreement as of the date of death shall be paid to the Director’s executors, administrators, heirs, personal representatives, successors and assigns.

15. This Agreement may be executed in any number of identical counterparts, all of which taken together shall constitute but one and the same instrument.

16. The Director acknowledges that this Agreement shall be binding upon its heirs, executors, assigns, and administrators and shall inure to the benefit of the Company, its parent, subsidiaries, affiliates, successors and assigns.

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17. The provisions of Sections 6, 9 (except 9(j)), 10, 11, 12, 13, and 16 shall survive the termination of this Agreement and the termination of the Director’s engagement with the Company.

DIRECTOR REPRESENTS AND WARRANTS TO THE COMPANY THAT HE OR SHE HAS READ THIS AGREEMENT AND ALL EXHIBITS CAREFULLY AND DIRECTOR UNDERSTANDS AND ACCEPTS THE OBLIGATIONS WHICH IT IMPOSES UPON DIRECTOR WITHOUT RESERVATION. DIRECTOR FURTHER REPRESENTS AND WARRANTS THAT HE OR SHE HAS SIGNED THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY DIRECTOR.

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

COMPANY: APPDYNAMICS, INC. a Delaware corporation
By:	/s/ Jyoti Bansal
	Name:     Jyoti Bansal Title:       Chief Executive Officer
Address for Notices: 274 Brannan Street, Suite 602 San Francisco, CA 94107
DIRECTOR: Dev Ittycheria
/s/ Dev Ittycheria
Signature

EX-10.7

Exhibit 10.7

AppDynamics, Inc.

March 28, 2014

Chuck Robel

Via Electronic Mail

Dear Chuck:

On behalf of AppDynamics, Inc. (the “Company”), I am pleased to inform you that the Company’s Board of Directors (the “Board”) is interested in having you serve on the Board and likely as the Chair of the Company’s Audit Committee when formed. If all necessary Board action is taken, the Company is prepared to offer you the compensation described below in exchange for your performance of duties as a director.

If elected as a member of the Board, you will be granted an option to purchase 211,847 shares (the “Option”) under the Company’s 2008 Stock Plan (the “Plan”). The Option shall vest in 48 equal monthly installments as you continue service on the Board. Such vesting shall commence as of your election to the Board. Notwithstanding the foregoing, in the event that the company consummates a Change in Control (as defined in the Plan) at any time while you remain a member of the Board, then subject to your execution and non-revocation of a standard release of claims in favor of the Company (or its successor), 100% of the unvested shares subject to the Option shall vest and become exercisable immediately prior to such Change in Control. The exercise price per share of the Option shall be equal to the fair market value per share of the Company’s common stock on the date it is granted, as determined by the Board.

For so long as you are a member of the Board, the Company will reimburse you for your reasonable out-of-pocket expenses, including reasonable travel expenses, incurred in attending Board meetings and committee meetings and in carrying out your duties as a director or committee member.

You understand that, if elected, you will serve on the Board at the pleasure of the stockholders of the Company and that your duties are subject to change at any time without notice. You know of no reason why you would be precluded from serving as a member of the Board or any of its committees, either because of existing competition restrictions or fiduciary duty obligations or otherwise.

On behalf of the Company, we are excited about the possibility of having you join us at this critical juncture in our growth and development.

Sincerely,

/s/ Jyoti Bansal

Jyoti Bansal

Chief Executive Officer

Acknowledged and agreed to on

this 28^th day of March, 2014

/s/ Charles Robel

Charles Robel

EX-10.8

Exhibit 10.8

June 8, 2015

David Scott

Via Electronic Mail

Dear David:

On behalf of AppDynamics, Inc. (the “Company”), I am pleased to inform you that the Company’s Board of Directors (the “Board”) is interested in having you serve on the Board and certain committees of the Board. If all necessary Board and stockholder action is taken, the Company is prepared to offer you the compensation described below in exchange for your performance of duties as a director.

As you are aware, the Company is a Delaware corporation and therefore your rights and duties as a Board member are prescribed by Delaware law, our charter documents as well as by the policies established by our Board from time to time. If the Company completes an initial public offering of its common stock, you should anticipate that your duties and responsibilities would increase as a result of being a director of a publicly traded company. In addition, you may also be requested to serve as a director of one or more of our subsidiaries in which case you may be subject to other laws while serving in such a capacity.

From time to time, our Board has established certain other committees to which it has delegated certain duties. You will be appointed by the Board to serve on the Audit Committee and potentially other committees and may be required to serve as the chair of at least one of those committees. In addition to committee meetings, which shall be convened as needed, our Board meetings are generally held quarterly at the Company’s offices in San Francisco, California. We hope that your schedule would permit you to attend all of the meetings of the Board and any committees of which you are a member. In addition, from time to time, there may be telephonic meetings to address special matters.

You agree that you will hold in strictest confidence, and not use, except for the benefit of AppDynamics, or disclose to any person, firm, corporation or other entity, without written authorization of the Board, any non-public, confidential or proprietary information of AppDynamics, except to the extent that such disclosure or use may be required in direct connection with your duties as a member of the Board. It is expected that during the term of your Board membership you will not engage in any other employment, occupation, consulting or other business activity that competes with the business in which AppDynamics is now involved in or becomes involved in during the term of your service on the Board, nor will you engage in any other activities that conflict with your obligations to AppDynamics.

At the time of your election as a member of the Board, it will be recommended that the Company grant you a restricted stock unit award under our stock incentive plan (the “Award”) having a value at grant equal to $525,000, as determined in a manner consistent with the Compensation Committee uses for determining grant sizes. 25% of the total restricted stock units subject to the Award shall vest on each quarter following the grant date subject to you continuing to serve as a Board member on each such vesting date and further subject to the occurrence of an initial public offering. The vesting of the Award will accelerate upon a Change in Control (as defined in our stock incentive plan).

In addition to the Award, once we have adopted a non-employee director compensation policy, you will be eligible to receive compensation under such policy, subject to your continuing service. The payment of compensation to Board members is subject to many restrictions under applicable law, and as such, you should be aware that the compensation set forth above is subject to such future changes and modifications as the Board or its committees may deem necessary or appropriate. In addition, please note that unless otherwise approved by our Board or required under applicable law, directors of our subsidiaries shall not be entitled to any additional compensation for their service as director of a subsidiary.

You shall be entitled to reimbursement for reasonable expenses incurred by you in connection with your service to the Company and attendance of Board and committee meetings in accordance with the Company’s established policies. The Company will enter into an Indemnification Agreement with you in substantially the form attached hereto as Exhibit A.

Please note that nothing in this letter or any agreement granting you equity should be construed to interfere with or otherwise restrict in any way the rights of the Company, its Board or stockholders from removing you from the Board or any committee in accordance with the provisions of applicable law. Furthermore, except as otherwise provided to other non-employee Board members or required by law, the Company does not intend to afford you any rights as an employee, including without limitation, the right to further employment or any other benefits.

We hope that you find the foregoing terms acceptable. You may indicate your agreement with these terms by signing and dating both the enclosed duplicate and original letter and returning them to me. By signing this letter you also represent that the execution and delivery of this agreement and the fulfillment of the terms hereof will not require the consent of another person, constitute a default under or conflict with any agreement or other instrument to which you are bound or a party.

On behalf of the Company it will give us great pleasure to welcome you as a member of our Board. We anticipate your experience will make a key contribution to our success at this critical time in our growth and development.

Yours very truly,

/s/ Jyoti Bansal

Jyoti Bansal

Founder and Chief Executive Officer

AppDynamics, Inc.

Acknowledged and agreed to

June 9, 2015

/s/ David Scott

David Scott

EX-10.9

Exhibit 10.9

December 16, 2016

Jonathan Chadwick

Via Electronic Mail

Dear Jonathan:

On behalf of AppDynamics, Inc. (the “Company”), I am pleased to inform you that the Company’s Board of Directors (the “Board”) is interested in having you serve on the Board and certain committees of the Board. If all necessary Board and stockholder action is taken, the Company is prepared to offer you the compensation described below in exchange for your performance of duties as a director.

As you are aware, the Company is a Delaware corporation and therefore your rights and duties as a Board member are prescribed by Delaware law, our charter documents as well as by the policies established by our Board from time to time. If the Company completes an initial public offering of its common stock, you should anticipate that your duties and responsibilities would increase as a result of being a director of a publicly traded company. In addition, you may also be requested to serve as a director of one or more of our subsidiaries in which case you may be subject to other laws while serving in such a capacity.

From time to time, our Board has established certain other committees to which it has delegated certain duties. You will be appointed by the Board to serve on the Audit Committee and potentially other committees and may be required to serve as the chair of at least one of those committees. In addition to committee meetings, which shall be convened as needed, our Board meetings are generally held quarterly at the Company’s offices in San Francisco, California. We hope that your schedule would permit you to attend all of the meetings of the Board and any committees of which you are a member. In addition, from time to time, there may be telephonic meetings to address special matters.

You agree that you will hold in strictest confidence, and not use, except for the benefit of AppDynamics, or disclose to any person, firm, corporation or other entity, without written authorization of the Board, any non-public, confidential or proprietary information of AppDynamics, except to the extent that such disclosure or use may be required in direct connection with your duties as a member of the Board. It is expected that during the term of your Board membership you will not engage in any other employment, occupation, consulting or other business activity that competes with the business in which AppDynamics is now involved in or becomes involved in during the term of your service on the Board, nor will you engage in any other activities that conflict with your obligations to AppDynamics.

At the time of your election as a member of the Board, it will be recommended, as set forth in the Company’s outside director compensation policy, that the Company grant you a restricted stock unit award under our equity incentive plan (the “Award”) having a value at grant equal to $400,000, as determined in a manner consistent with the Compensation Committee uses for determining grant sizes. One-twelfth of the total restricted stock units subject to the Award shall vest on each quarterly vesting date following the grant date subject to you continuing to serve as an outside director on the Board on each such vesting date and further subject to the occurrence of an initial public offering. The vesting of the Award will accelerate upon a Change in Control (as defined in our equity incentive plan).

In addition to the Award, you will be eligible to receive the additional compensation set forth in our outside director compensation policy, subject to your continuing service as an outside director on the Board. The payment of compensation to Board members is subject to many restrictions set forth in the policy and the Company’s equity compensation plans and agreements, and under applicable law. You should be aware that the compensation set forth in the outside director compensation policy is subject to such future changes and modifications as the Board or its authorized committees may deem necessary or appropriate. In addition, unless otherwise approved by our Board or required under applicable law, directors of our subsidiaries shall not be entitled to any additional compensation for their service as director of a subsidiary.

You shall be entitled to reimbursement for reasonable expenses incurred by you in connection with your service to the Company and attendance of Board and committee meetings in accordance with the Company’s established policies. The Company will enter into an Indemnification Agreement with you in substantially the form attached hereto as Exhibit A.

Please note that nothing in this letter or any agreement granting you equity should be construed to interfere with or otherwise restrict in any way the rights of the Company, its Board or stockholders from removing you from the Board or any committee in accordance with the provisions of applicable law. Furthermore, except as otherwise provided to other non-employee Board members or required by law, the Company does not intend to afford you any rights as an employee, including without limitation, the right to further employment or any other benefits.

We hope that you find the foregoing terms acceptable. You may indicate your agreement with these terms by signing and dating both the enclosed duplicate and original letter and returning them to me. By signing this letter you also represent that the execution and delivery of this agreement and the fulfillment of the terms hereof will not require the consent of another person, constitute a default under or conflict with any agreement or other instrument to which you are bound or a party.

On behalf of the Company it will give us great pleasure to welcome you as a member of our Board. We anticipate your experience will make a key contribution to our success at this critical time in our growth and development.

Yours very truly,

/s/ David Wadhwani

David Wadhwani

President and Chief Executive Officer

AppDynamics, Inc.

Acknowledged and agreed to

December 19, 2016

/s/ Jonathan Chadwick

Jonathan Chadwick

EX-10.10

Exhibit 10.10

December 23, 2016

via electronic mail

David Wadhwani

Dear David,

This letter sets forth the current terms of your employment with AppDynamics, Inc. (the “Company” or “AppDynamics”) as of December 23, 2016 (the “Effective Date”).

Title and Position

You will continue to serve in the position of President and Chief Executive Officer of the Company, reporting to our Board of Directors (the “Board”).

Cash Compensation and Benefits

Beginning on the Effective Date, you will receive an annual salary of $375,000 (“Base Salary”), which will be paid semi-monthly in accordance with the Company’s normal payroll procedures. As an executive officer, you will also be eligible to receive all employee benefits to which our senior-most Company executives are entitled, including health insurance and paid vacation time. You should note that the Company may modify benefits from time to time as it deems necessary however, your benefits shall not be modified unless they are similarly modified for all other executive officers. You should note that the Company may modify job titles, salaries and benefits from time to time as it deems necessary, subject to the protections described below in this letter but your compensation and benefits will not be modified in a manner that is materially adverse to you unless such modifications are applied to substantially all other executive officers.

In addition to your Base Salary and benefits, you will be eligible to earn an annual cash bonus, with a target bonus (the “Target Bonus”) equal to 100% of your Base Salary based upon the achievement of mutually agreed upon MBOs established by you and the Board.

Equity Compensation

The Company previously granted to you restricted stock units under the Company’s 2008 Stock Plan, as amended (the “Plan”) that will continue to be subject to their existing terms and any additional terms set forth in this letter. During the term of your employment with the Company, you may be eligible to receive additional Company equity awards on such terms and conditions as may be established by the Board or its authorized committee.

Protections

If your employment is terminated by the Company other than for Cause, (i) the Company will pay you an amount equal to twelve (12) months of your Base Salary in effect immediately prior to the termination of your employment and any bonus amounts earned but not paid through date of such termination, (ii) the Company will pay your reasonable COBRA health insurance premiums for a period of twelve (12) months immediately following your employment termination date, and (iii) if such termination of employment is nine months or more after your start date, you will vest in any time-based restricted unit awards that would have vested by the date that is six (6) months following your employment termination date.

If a Change in Control of the Company occurs and your employment is terminated by the Company other than for Cause or you resign in a Constructive Termination within 18 months after or three months before the Change in Control, then, in addition to the cash severance described above, you will be paid an amount equal to 100% of your Target Bonus, and the vesting of all equity awards described in this letter will be accelerated (except that the portion of any performance-based restricted stock unit that vests only upon an acquisition of a certain dollar threshold will not accelerate in a transaction less than that size and it instead will be forfeited).

All of the protections described in this section are contingent upon and subject to your execution and the effectiveness of a standard release of claims in favor of the Company (or its successor), in substantially the form attached hereto as Attachment B, with such changes as are reasonably necessary to protect the Company after taking into account changes in the law between the date hereof and the date that the release is presented to you.

Definitions

“Cause” shall mean: (i) your engaging in illegal or unethical conduct that was or is reasonably likely to be materially injurious to the business or reputation of the Company or its affiliates; (ii) your violation of a federal or state law or regulation materially applicable to the Company’s business; (iii) your material breach of the terms of any confidentiality agreement or invention assignment agreement between you and the Company; (iv) your being convicted of, or entering a plea of nolo contendere to, a felony (other than a traffic violation) or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates; or (v) your repeated failure to substantially perform your duties and responsibilities to the Company (or its successor, if applicable) after written notification by the Board of such failure and an opportunity to cure such failure within 30 days.

“Change in Control” has the meaning set forth in the Plan.

“Constructive Termination” shall mean any of the following, without your express written consent: (i) a material reduction of your duties, position or responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a Change in Control but is not made the Chief Executive Officer of the acquiring corporation) shall not constitute a “Constructive Termination” if your duties, position and responsibilities within the AppDynamics business remain materially the same; (ii) a reduction of more than ten percent (10%) of your then-current base salary (other than as part of an across-the-board proportional salary reduction applicable to all executive officers of the Company and approved by the Board); (iii) a material reduction by the Company in the kind or level of employee benefits to which you are entitled immediately prior to such reduction with the result that your overall benefits package is significantly reduced (unless such reduction constitutes an across-the-board reduction, applicable to all executive officers of the Company and approved by the Board); (iv) a relocation of the Company’s principal corporate offices to a location greater than 50 miles from its current location; and (v) the failure of the Company to obtain the assumption of the material obligations of this employment offer letter with the Company by any successors.

Tax Items

The compensation described in letter is intended to either be exempt from or in compliance with the requirements of the Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations and guidance that has been promulgated or may be promulgated from time to time thereunder at the time of your termination (“Section 409A”) so that none of the compensation or benefits to be provided hereunder are subject to the additional tax imposed under Section 409A, and any ambiguities shall be interpreted in accordance with this intent. Each payment and benefit payable under this letter is intended to constitute a separate payment for purposes of

Section 1.409A-2(b)(2) of the Treasury Regulations. With respect to severance payments, references to your “termination of employment” and similar phrases will be deemed to refer to your “separation from service” within the meaning of Section 409A. If the maximum period during which you can consider and revoke the release of claims described in the “Protections” section of this letter begins in one calendar year and ends in another calendar year, then any severance payments or benefits under this letter that constitute a deferral of compensation under Section 409A will be paid no earlier than the second calendar year, subject to any delay under the following sentence. Furthermore, to the extent that you are a “specified employee” within the meaning of Section 409A as of the date of your separation from service, no amount that constitutes a deferral of compensation under Section 409A that is payable on account of your separation from service shall be paid to you before the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of your separation from service or, if earlier, the date of your death following such separation from service. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. You and the Company agree to work together in good faith to consider amendments to this offer letter and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section 409A. In no event will the Company reimburse you for any taxes arising under Section 409A.

In the event that the severance and other payments and benefits provided for in this letter or otherwise payable to you (collectively (the “Payments”) (i) constitute “parachute payments” within the meaning of Code Section 280G and (ii) but for this paragraph, would be subject to the excise tax imposed by Section 4999 of the Code, then such Payments will be either:

(1)    delivered in full, or

(2)    delivered as to such lesser extent which would result in no portion of such Payments being subject to the excise tax under Code Section 4999,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Code Section 4999, results in the receipt by you on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Code Section 4999. If a reduction in the Payments constituting “parachute payments” is necessary so that no portion of such Payments is subject to the excise tax under Code Section 4999, the reduction will occur in the following order: (a) reduction of the cash severance payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (b) cancellation of accelerated vesting of equity awards which will occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (c) reduction of continued employee benefits, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. Notwithstanding the foregoing, to the extent the Company submits any Payment to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions will not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by you and in the order prescribed by this section. In no event will you have any discretion with respect to the ordering of payment reductions. A nationally recognized professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”) will perform the foregoing calculations related to the excise tax. Any good faith determinations of the Firm made hereunder will be final, binding, and conclusive upon the Company and you.

Other

The Company looks forward to continuing its beneficial and productive relationship with you. Nevertheless, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least two weeks’ notice.

You agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information.

As a Company employee, you will be expected to abide by the Company’s rules and standards.

You will be expected to abide by and comply with the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement (“CIIAA”), that you signed in connection with you joining the Company, the form of which is attached as Attachment A. In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration consistent with the arbitration provisions of your CIIAA.

You understand that nothing in this letter will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. “Protected Activity” means filing a charge or complaint, or otherwise communicating, cooperating, or participating with, any state, federal, or other governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the National Labor Relations Board. Notwithstanding any restrictions set forth in this letter, you understands that you are not required to obtain authorization from the Company prior to disclosing information to, or communicating with, such agencies, nor are you obligated to advise the Company as to any such disclosures or communications. Notwithstanding, in making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the CIIAA to any parties other than the relevant government agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this letter.

To accept the terms and conditions of this letter, please sign and date this letter in the space provided below. This letter, along with the CIIAA, set forth the terms of your employment with the Company and supersede any prior representations or agreements including, but not limited to, the original offer letter by and between you and the Company dated September 13, 2015, and any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed at least two members of the Board and you.

We look forward to your favorable reply and to working with you at AppDynamics, Inc.

Sincerely,

AppDynamics, Inc.
By:	/s/ Asheem Chandna
	Asheem Chandna
	Member, Board of Directors
By:	/s/ Ravi Mhatre
	Ravi Mhatre
	Member, Board of Directors

Accepted: /s/ David Wadhwani

Date: December 23, 2016

Attachments:

At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement

Separation Agreement and Release

ATTACHMENT A

APPDYNAMICS, INC.

AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,

INVENTION ASSIGNMENT,

AND ARBITRATION AGREEMENT (the “Agreement”)

As a condition of my employment with AppDynamics, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:

1.    At-Will Employment.

I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. ACCORDINGLY, I ACKNOWLEDGE THAT MY EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT MY OPTION OR AT THE OPTION OF THE COMPANY, WITH OR WITHOUT NOTICE.

2.    Confidential Information.

A.    Company Information. I agree at all times during my employment with the Company and thereafter, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the the Board of Directors of the Company, any Company Confidential Information. I understand that my unauthorized use or disclosure of Company Confidential Information during my employment will lead to disciplinary action, up to and including immediate termination and legal action by the Company. I understand that “Company Confidential Information” means any non-public information that relates to the actual or anticipated business, research or development of the Company, or to the Company’s technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which I called or with which I may become acquainted during the term of my employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances and other business information; provided, however Company Confidential Information does not include any of the foregoing items to the extent the same have become publicly known and made generally available through no wrongful act of mine or of others.

B.    Former Employer Information. I agree that during my employment with the Company, I will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former or concurrent employer or other person or entity. I further agree that I will not bring onto the premises of the Company or transfer onto the Company’s technology systems any unpublished document, proprietary information or trade secrets belonging to any such employer, person or entity unless consented to in writing by both Company and such employer, person or entity.

C.    Third Party Information. I recognize that the Company may have received and in the future may receive from third parties associated with the Company, e.g., the Company’s customers, suppliers, licensors, licensees, partners, or collaborators (“Associated Third Parties”) their confidential or proprietary information (“Associated Third Party Confidential Information”). By way of example, Associated Third Party Confidential

Information may include the habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third Parties, and information related to the business conducted between the Company and such Associated Third Parties. I agree at all times during my employment with the Company and thereafter, to hold in the strictest confidence, and not to use or to disclose to any person, firm or corporation any Associated Third Party Confidential Information, except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such Associated Third Parties. I understand that my unauthorized use or disclosure of Associated Third Party Confidential Information during my employment will lead to disciplinary action, up to and including immediate termination and legal action by the Company.

3.    Inventions.

A.    Inventions Retained and Licensed. I have attached hereto as Exhibit A, a list describing all inventions, discoveries, original works of authorship, developments, improvements, and trade secrets, which were conceived in whole or in part by me prior to my employment with the Company to which I have any right, title or interest, which are subject to California Labor Code Section 2870 attached hereto as Exhibit B, and which relate to the Company’s proposed business, products, or research and development (“Prior Inventions”); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that the inclusion of any Prior Inventions from Exhibit A of this Agreement will not materially affect my ability to perform all obligations under this Agreement. If, in the course of my employment with the Company, I incorporate into or use in connection with any product, process, service, technology or other work by or on behalf of Company any Prior Invention, I hereby grant to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license, with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, and sell such Prior Invention as part of or in connection with such product, process, service, technology or other work and to practice any method related thereto.

B.    Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, except as provided in Section 3.E below (collectively referred to as “Inventions”). I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Inventions.

C.    Maintenance of Records. I agree to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by the Company. The records are and will be available to and remain the sole property of the Company at all times.

D.    Patent and Copyright Registrations. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with

respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions and any rights relating thereto, and testifying in a suit or other proceeding relating to such Inventions and any rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature with respect to any Inventions including, without limitation, to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering such Inventions, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any papers, oaths and to do all other lawfully permitted acts with respect to such Inventions with the same legal force and effect as if executed by me.

E.    Exception to Assignments. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached hereto as Exhibit B). I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and not otherwise disclosed on Exhibit A.

4.    Conflicting Employment.

A.    Current Obligations. I agree that during the term of my employment with the Company, I will not engage in or undertake any other employment, occupation, consulting relationship or commitment that is directly related to the business in which the Company is now involved or becomes involved or has plans to become involved, nor will I engage in any other activities that conflict with my obligations to the Company.

B.    Prior Relationships. Without limiting Section 4.A, I represent that I have no other agreements, relationships or commitments to any other person or entity that conflict with my obligations to the Company under this Agreement or my ability to become employed and perform the services for which I am being hired by the Company. I further agree that if I have signed a confidentiality agreement or similar type of agreement with any former employer or other entity, I will comply with the terms of any such agreement to the extent that its terms are lawful under applicable law. I represent and warrant that after undertaking a careful search (including searches of my computers, cell phones, electronic devices and documents), I have returned all property and confidential information belonging to all prior employers. Moreover, in the event that the Company or any of its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor or successor corporations, or assigns is sued based on any obligation or agreement to which I am a party or am bound, I agree to fully indemnify the Company, its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns for all verdicts, judgments, settlements, and other losses incurred by the Company (the indemnitee) in the event that it is the subject of any legal action resulting from any breach of my obligations under this Agreement, as well as any reasonable attorneys’ fees and costs if the plaintiff is the prevailing party in such an action.

5.    Returning Company Documents. Upon separation from employment with the Company or on demand by the Company during my employment, I will immediately deliver to the Company, and will not keep in my possession, recreate or deliver to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, Associated Third Party Confidential Information, as well as all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, photographs, charts, all documents and

property, and reproductions of any of the aforementioned items that were developed by me pursuant to my employment with the Company, obtained by me in connection with my employment with the Company, or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained pursuant to Section 3.C. I also consent to an exit interview to confirm my compliance with this Section 5.

6.    Termination Certification. Upon separation from employment with the Company, I agree to immediately sign and deliver to the Company the “Termination Certification” attached hereto as Exhibit C. I also agree to keep the Company advised of my home and business address for a period of three (3) years after termination of my employment with the Company, so that the Company can contact me regarding my continuing obligations provided by this Agreement.

7.    Notification of New Employer. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my obligations under this Agreement.

8.    Solicitation of Employees. I agree that for a period of twelve (12) months immediately following the termination of my relationship with the Company for any reason, whether voluntary or involuntary, with or without cause, I shall not either directly or indirectly solicit any of the Company’s employees to leave their employment, or attempt to solicit employees of the Company, either for myself or for any other person or entity.

9.    Conflict of Interest Guidelines. I agree to diligently adhere all to policies of the Company including the Company’s insider’s trading policies and the Conflict of Interest Guidelines attached as Exhibit D hereto, which may be revised from time to time during my employment.

10.    Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict herewith.

11.    Audit. I acknowledge that I have no reasonable expectation of privacy in any computer, technology system, email, handheld device, telephone, or documents that are used to conduct the business of the Company. As such, the Company has the right to audit and search all such items and systems, without further notice to me, to ensure that the Company is licensed to use the software on the Company’s devices in compliance with the Company’s software licensing policies, to ensure compliance with the Company’s policies, and for any other business-related purposes in the Company’s sole discretion. I understand that I am not permitted to add any unlicensed, unauthorized or non-compliant applications to the Company’s technology systems and that I shall refrain from copying unlicensed software onto the Company’s technology systems or using non-licensed software or web sites. I understand that it is my responsibility to comply with the Company’s policies governing use of the Company’s documents and the internet, email, telephone and technology systems to which I will have access in connection with my employment.

12.    Arbitration and Equitable Relief.

A.    Arbitration. IN CONSIDERATION OF MY EMPLOYMENT WITH THE COMPANY, ITS PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES, AND MY RECEIPT OF THE COMPENSATION, PAY RAISES AND OTHER BENEFITS PAID TO ME BY THE COMPANY, AT PRESENT AND IN THE FUTURE, I AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS

SUCH OR OTHERWISE), WHETHER BROUGHT ON AN INDIVIDUAL, GROUP, OR CLASS BASIS, ARISING OUT OF, RELATING TO, OR RESULTING FROM MY EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF MY EMPLOYMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION RULES SET FORTH IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 THROUGH 1294.2, INCLUDING SECTION 1283.05 (THE “RULES”) AND PURSUANT TO CALIFORNIA LAW. DISPUTES WHICH I AGREE TO ARBITRATE, AND THEREBY AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER STATE OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE SARBANES-OXLEY ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE CALIFORNIA FAMILY RIGHTS ACT, THE CALIFORNIA LABOR CODE, CLAIMS OF HARASSMENT, DISCRIMINATION AND WRONGFUL TERMINATION AND ANY STATUTORY CLAIMS. I FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH ME.

B.    Procedure. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) AND THAT THE NEUTRAL ARBITRATOR WILL BE SELECTED IN A MANNER CONSISTENT WITH AAA’S NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES. I AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, MOTIONS TO DISMISS AND DEMURRERS, AND MOTIONS FOR CLASS CERTIFICATION, PRIOR TO ANY ARBITRATION HEARING. I ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY EXCEPT AS PROHIBITED BY LAW. I UNDERSTAND THAT THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR AAA EXCEPT THAT I SHALL PAY THE FIRST $125.00 OF ANY FILING FEES ASSOCIATED WITH ANY ARBITRATION I INITIATE. I AGREE THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN A MANNER CONSISTENT WITH THE RULES AND THAT TO THE EXTENT THAT THE AAA’S NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES CONFLICT WITH THE RULES, THE RULES SHALL TAKE PRECEDENCE. I AGREE THAT THE DECISION OF THE ARBITRATOR SHALL BE IN WRITING. I AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN SAN FRANCISCO COUNTY, CALIFORNIA.

C.    Remedy. EXCEPT AS PROVIDED BY THE RULES AND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE BETWEEN ME AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE RULES AND THIS AGREEMENT, NEITHER I NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. NOTWITHSTANDING, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO DISREGARD OR REFUSE TO ENFORCE ANY LAWFUL COMPANY POLICY, AND THE ARBITRATOR SHALL NOT ORDER OR REQUIRE THE COMPANY TO ADOPT A POLICY NOT OTHERWISE REQUIRED BY LAW. NOTHING IN THIS AGREEMENT OR IN THIS PROVISION IS INTENDED TO WAIVE THE PROVISIONAL RELIEF REMEDIES AVAILABLE UNDER THE RULES.

D.    Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT DOES NOT PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL ADMINISTRATIVE BODY SUCH AS THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM.

E.    Voluntary Nature of Agreement. I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. I FURTHER ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND THAT I HAVE ASKED ANY QUESTIONS NEEDED FOR ME TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL. FINALLY, I AGREE THAT I HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT.

13.    General Provisions.

A.    Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of California without giving effect to any choice of law rules or principles that may result in the application of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal jurisdiction of the state and federal courts located in California for any lawsuit filed against me by the Company.

B.    Entire Agreement. This Agreement, together with the Exhibits herein, sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions or representations between us including, but not limited to, any representations made during my interview(s) or relocation negotiations, whether written or oral. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the Chairman of the Company’s Board of Directors and me. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

C.    Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

D.    Successors and Assigns. This Agreement will be binding upon my heirs, executors, assigns, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. There are no intended third party beneficiaries to this Agreement except as expressly stated.

E.    Waiver. Waiver by the Company of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.

F.    Survivorship. The rights and obligations of the parties to this Agreement will survive termination of my employment with the Company.

G.    Signatures. This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the same force and effectiveness as though executed in a single document.

Date:
	Signature
	Name of Employee (typed or printed)

Exhibit A

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

Title Date Identifying Number or Brief Description

     No inventions or improvements

     Additional Sheets Attached

Signature of Employee:                                            

Print Name of Employee:

Date:                                                                         

Exhibit B

CALIFORNIA LABOR CODE SECTION 2870

INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT

“(a)    Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1)    Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2)    Result from any work performed by the employee for the employer.

(b)    To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”

Exhibit C

APPDYNAMICS, INC.

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to AppDynamics, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”).

I further certify that I have complied with all the terms of the Company’s At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.

I further agree that, in compliance with the At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, I will preserve as confidential all Company Confidential Information and Associated Third Party Confidential Information including trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.

I also agree that for twelve (12) months from this date, I will not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or to enter into an employment, consulting, contractor, or other relationship with any other person, firm, business entity, or organization (including with myself).

After leaving the Company’s employment, I will be employed by                      in the position of:

                                                 .

	Signature of employee
	Print name
	Date
Address for Notifications:

Exhibit D

APPDYNAMICS, INC.

CONFLICT OF INTEREST GUIDELINES

It is the policy of AppDynamics, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees and independent contractors must avoid activities which are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations which must be avoided. Any exceptions must be reported to the President and written approval for continuation must be obtained.

1.    Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement elaborates on this principle and is a binding agreement.)

2.    Accepting or offering substantial gifts, excessive entertainment, favors or payments which may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company.

3.    Participating in civic or professional organizations that might involve divulging confidential information of the Company.

4.    Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement.

5.    Initiating or approving any form of personal or social harassment of employees.

6.    Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company.

7.    Borrowing from or lending to employees, customers or suppliers.

8.    Acquiring real estate of interest to the Company.

9.    Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom obligations of confidentiality exist.

10.    Unlawfully discussing prices, costs, customers, sales or markets with competing companies or their employees.

11.    Making any unlawful agreement with distributors with respect to prices.

12.    Improperly using or authorizing the use of any inventions which are the subject of patent claims of any other person or entity.

13.    Engaging in any conduct which is not in the best interest of the Company.

Each officer, employee and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in discharge without warning.

ATTACHMENT B

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Separation Agreement”) is by and between David Wadhwani (“Employee”) and AppDynamics, Inc., a Delaware corporation (the “Company”) (each a “Party”).

BACKGROUND

Employee began employment with the Company on [START DATE] pursuant to the employment letter agreement (the “Employment Agreement”) executed between Employee and the Company effective as of [DATE], and his employment has ended or will end on [SEPARATION DATE] (the “Termination Date”). Employee signed the Confidentiality Agreement attached as Exhibit A on [DATE]. Employee has been granted the equity awards listed on Exhibit B, subject to the award agreements and equity incentive plans listed on Exhibit B (collectively, the “Equity Agreements”). On the Separation Date, he will have vested and unvested equity as listed on Exhibit B, subject to the Equity Agreements.

The Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees (defined in Section 6), including all claims related to Employee’s employment with or separation from the Company;

Employee and the Company therefore agree as follows:

CONSIDERATION.

1.    Consideration. [To be completed in connection with the termination by inserting references to any consideration due to Employee pursuant to the Employment Agreement.] Prior to any such payment or other consideration being provided to Employee, this Separation Agreement must be effective and Employee must comply with the obligations in Section 10.

2.    Resignations.

Employee and the Company hereby acknowledge, ratify, and agree that Employee resigned from all entities and boards of directors associated with the Company or any Company subsidiary effective as of the Termination Date.

3.    Equity Awards.

A.    Current Equity Entitlements. The Parties agree that the “Entitlements” columns below accurately describe the vested and unvested equity held by Employee on the Separation Date.

B.    Equity Treatment as Consideration. The Parties agree that the “Post-Effective Date” columns below accurately describe the vested and unvested equity held by Employee after the Effective Date.

C.    Acknowledgement. The Parties agree that the Equity Agreements, including any expiration and repurchase provisions, as modified by this Separation Agreement, will govern the treatment of the Equity Awards.

Identifying Information					Entitlements		Post-Effective Date
Grant Number	Grant Date	Plan/Type	Original Shares	Exercise Price	Vested at Separation Date	Unvested at Separation Date*	Vested after Effective Date	Forfeited at Effective Date

* Forfeited if release does not become effective

4.    Benefits.

A.    Health, Dental, and Vision Benefits. Employee’s health, dental, and vision benefits will cease on the last day of [Insert Month and Year], subject to Employee’s right to continue his health insurance under applicable law and pursuant to the terms of the Employment Agreement.

B.    Other Benefits. Employee’s participation in all benefits and incidents of employment other than health, dental, and vision benefits, including, but not limited to, vesting in stock options, and the accrual of bonuses, vacation, and paid time off, ceased as of the Separation Date.

5.    Payment of Salary and Receipt of All Benefits.

Employee acknowledges that, other than the consideration to be paid under this Separation Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Employee.

6.    Release of Claims.

A.    Employee agrees that the consideration under Section 1 represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”).

B.    Employee, on his own behalf and for his respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Separation Agreement. The release in this Section 6.B is general and not limited by Section 6.C.

C.    Employee releases:

(1)    any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;

(2)    any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

(3)    any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

(4)    any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; the Immigration Control and Reform Act

(5)    the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act;

(6)    any and all claims for violation of the federal or any state constitution;

(7)    any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

(8)    any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of the payments received by Employee as a result of this Separation Agreement; and

(9)    any and all claims for attorneys’ fees and costs.

(10)    Other than with respect to the excluded items in Section 6D, Employee agrees that the release in this Section 6 will be and remain in effect in all respects as a complete general release as to the matters released.

D.    Excluded Items. This release does not release:

(1)    any obligations incurred under this Separation Agreement;

(2)    claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency authorized to enforce or administer laws related to employment, against the Company (understanding any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims bars Employee from recovering such monetary relief from the Company). Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released by this Separation Agreement be subject to binding arbitration under Section 15, except as required by applicable law. Employee represents he has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section.

E.    Waiver of Claims under ADEA.

(1)    Employee acknowledges he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee agrees this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Separation Agreement. Employee acknowledges that the consideration given for this waiver and release is in addition to anything to which Employee was already entitled.

(2)    Employee further acknowledges he has been advised by this writing that:

(a)    he should consult with an attorney prior to executing this Separation Agreement;

(b)    he has twenty-one (21) days from the presentation date on the first page within which to consider this Separation Agreement;

(c)    he has seven (7) days following his execution of this Separation Agreement to revoke this Separation Agreement;

(d)    this Separation Agreement shall not be effective until after the revocation period has expired; and

(e)    nothing in this Separation Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law.

(f)    that if Employee signs this Separation Agreement and returns it to the Company in less than the 21-day period identified above, he has freely and voluntarily waived the time allotted for considering this Separation Agreement.

(g)    that revocation must be accomplished by a written notification to the person executing this Separation Agreement on the Company’s behalf that is received prior to the Effective Date.

(h)    that changes, whether material or immaterial, do not restart the running of the 21-day period.

F.    California Civil Code Section 1542. Employee acknowledges he has been advised to consult with legal counsel and is familiar with California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Employee, being aware of said code section, agrees to expressly waive any rights he may have under it and under any other statute or common law principles of similar effect. Employee acknowledges this Section 6.Fis a conspicuous notification of his rights under California Civil Code Section 1542.

7.    No Pending or Future Lawsuits.

A.    Employee represents he has no lawsuits, claims, or actions pending in his name, or on behalf of any other person or entity, against the Company or any of the other Releasees.

B.    Employee also represents he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against the Company or any of the other Releasees.

8.    Application for Employment.

A.    Employee understands and agrees that, as a condition of this Separation Agreement, Employee shall not be entitled to any employment with the Company, and Employee waives any right, or alleged right, of employment or re-employment with the Company.

B.    Employee further agrees not to apply for employment with the Company and not otherwise to pursue an independent contractor or vendor relationship with the Company.

9.    Confidentiality.

A.    Employee agrees to maintain in complete confidence the existence of this Separation Agreement, the contents and terms of this Separation Agreement, and the consideration for this Separation Agreement (collectively referred to as “Separation Information”).

B.    Except as required by law, Employee may disclose Separation Information only to his immediate family members, the Court in any proceedings to enforce this Separation Agreement, Employee’s attorney(s), and Employee’s accountant and any professional tax advisor if they need to know the Separation Information to advise on tax treatment or to prepare tax returns, and must prevent disclosure of any Separation Information to all other third parties.

C.    Employee agrees he will not publicize, directly or indirectly, any Separation Information.

D.    Employee agrees the confidentiality of the Separation Information is of the essence. The Parties agree that if the Company proves that Employee breached this Confidentiality provision (and such breach does not arise from the Company’s own public disclosure of the applicable Separation Information), the Company shall be entitled to an award of its costs spent enforcing this provision, including all reasonable attorneys’ fees associated with the enforcement action, without regard to whether the Company can establish

actual damages from Employee’s breach, except to the extent that such breach constitutes a legal action by Employee that directly pertains to the ADEA. Any such individual breach or disclosure shall not excuse Employee from his obligations under this Separation Agreement, nor permit him to make additional disclosures. Employee represents he has not disclosed, orally or in writing, directly or indirectly, any of the Separation Information to any unauthorized party.

10.    Obligations.

A.    Trade Secrets and Confidential Information/Company Property.

(1)    Employee reaffirms and agrees to observe and abide by the Confidentiality Agreement including its provisions regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and nonsolicitation of Company employees.

(2)    Employee’s signature below constitutes his certification under penalty of perjury that he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his employment with the Company, or otherwise belonging to the Company.

B.    Nondisparagement. Employee agrees to refrain from any disparaging statements about any of the Releasees including, without limitation, the business, products, intellectual property, financial standing, , or employment/compensation/benefit practices of the Company. The Company agrees to refrain from any disparaging statements about Employee. Employee understands that the Company’s obligations under this paragraph extend only to the Company’s current executive officers and members of its Board of Directors and only for so long as each officer or member is an employee or Director of the Company.

C.    No Cooperation.

(1)    Employee agrees he will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Separation Agreement.

(2)    Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state only that he cannot provide counsel or assistance.

11.    Protected Activity Not Prohibited.

Employee understands that nothing in this Agreement shall in any way limit or prohibit Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge or complaint, or otherwise communicating, cooperating, or participating with, any state, federal, or other governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the National Labor Relations Board. Notwithstanding any restrictions set forth in this Agreement, Employee understands that he is not required to obtain authorization from the Company prior to disclosing information to, or communicating with, such agencies, nor is Employee obligated to advise the Company as to any such disclosures or communications. Notwithstanding, in making any such disclosures or communications, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the relevant government agencies. Employee further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement.

12.    Breach.

A.    In addition to the rights provided in the “Attorneys’ Fees” section below, Employee agrees that any material breach of this Separation Agreement, unless such breach constitutes a legal action by

Employee challenging or seeking a determination in good faith of the validity of the waivers in this Separation Agreement under the ADEA, or of any provision of the Confidentiality Agreement, will entitle the Company immediately to cease providing the consideration provided to Employee under this Separation Agreement and to obtain damages, except as required by law.

B.    Indemnification. Employee agrees to indemnify and hold harmless the Company against any and all loss, costs, damages, or expenses, including, without limitation, attorneys’ fees or expenses incurred by the Company arising out of any false representation made in this Separation Agreement by Employee, or from any action or proceeding that may be commenced, prosecuted, or threatened by Employee or for Employee’s benefit, upon Employee’s initiative, direct or indirect, contrary to this Separation Agreement. Employee further agrees that in any such action or proceeding, this Separation Agreement may be pled by the Company as a complete defense, or may be asserted by way of counterclaim or cross-claim.

C.    Nonsolicitation. Employee agrees that for a period of 12 months immediately following the Effective Date of this Separation Agreement, Employee shall not directly or indirectly solicit any of the Company’s employees to leave their employment at the Company.

13.    No Admission of Liability.

D.    Employee understands and acknowledges this Separation Agreement is a compromise and settlement of all actual or potential disputed claims by Employee.

E.    No action taken by the Company hereto, either previously or in connection with this Separation Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Employee or to any third party.

14.    Costs.

The Parties shall each bear its own costs, attorneys’ fees, and other fees incurred in the negotiation and preparation of this Separation Agreement.

15.    DISPUTE RESOLUTION/ARBITRATION.

THE PARTIES AGREE THAT ALL DISPUTES ARISING OUT OF THE TERMS OF THIS SEPARATION AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SAN FRANCISCO COUNTY, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”). THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY.

NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS SEPARATION AGREEMENT AND THE AGREEMENTS INCORPORATED INTO IT BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

16.    Tax Matters.

A.    The Company makes no representations or warranties regarding the tax consequences of the payments and any other consideration provided to Employee or made on his behalf under this Separation Agreement.

B.    Employee agrees and understands he is responsible for payment of any local, state, and/or federal taxes on the payments and any other consideration provided under this Separation Agreement by the Company and any penalties or assessments thereon.

C.    Employee further agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due for (i) Employee’s failure to pay or delayed payment of federal or state taxes, or (ii) damages sustained by the Company by reason of any such claims, including attorneys’ fees and costs.

D.    All payments made under this Separation Agreement will be subject to any required tax withholding.

E.    It is intended this Separation Agreement comply with, or be exempt from, Code Section 409A and any official guidance thereunder (“Section 409A”) and any ambiguities will be interpreted to so comply and/or be exempt from Section 409A. Each payment and benefit to be paid or provided under this Separation Agreement is intended to constitute a series of separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The Company and Employee will work together in good faith to consider either (i) amendments to this Separation Agreement; or (ii) revisions to this Separation Agreement with respect to the payment of any awards, which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual payment to Employee under Section 409A. The Company will not reimburse Employee for any taxes that may be imposed on Employee because of Section 409A.

17.    Authority.

A.    The Company represents that the undersigned has the authority to act for the Company and to bind the Company and all who may claim through it to the terms and conditions of this Separation Agreement.

B.    Employee represents he can act on his own behalf and for all who might claim through him to bind them to the terms and conditions of this Separation Agreement.

C.    Each Party represents there are no liens or claims of lien or assignments in law or equity or otherwise of or against the claims or causes of action released by this Separation Agreement.

18.    Miscellaneous

A.    Entire Agreement. This Separation Agreement represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Separation Agreement and Employee’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Separation Agreement and Employee’s relationship with the Company

B.    Severability. If any provision or any portion of any provision of this Separation Agreement or any surviving agreement made a part it becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Separation Agreement will continue in full force and effect without said provision or portion of provision.

C.    Attorneys’ Fees. Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, in the event that either Party brings an action to enforce or effect its rights under this Separation Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.

D.    Modification. No amendment of the Separation Agreement will be effective unless it is in writing and signed by the Parties. No waiver of satisfaction of a condition or failure to comply with an obligation under this Separation Agreement will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will be a waiver of satisfaction of any other condition or failure to comply with any other obligation. To be valid, any document signed by the Company must be signed by Company’s Chief Executive Officer.

E.    Notices.

(1)    For a notice or other communication under this Separation Agreement to be valid it must be in writing and delivered (1) by hand, (2) by a national transportation company with all fees prepaid, or (3) by registered or certified mail, return receipt requested and postage prepaid.

Notices and communications to the Company must be sent to:

AppDynamics, Inc.

Attention: General Counsel

303 Second Street, North Tower, 8^th Floor

San Francisco, CA 94107

Notices and communications to Employee must be sent to the address below his signature unless a notice of a different address is sent to the Company.

(2)    Notices and communications will be effective:

(a)    By hand delivery, when received;

(b)    By any other method, on the date indicated on the signed receipt.

F.    Governing Law. This Separation Agreement will be governed by the laws of the State of California and Employee consents to personal and exclusive jurisdiction and venue in the State of California.

G.    Effective Date. Employee understands that:

(1)    this Separation Agreement will be null and void if not signed by him within 21 days and that each Party has 7 days after that Party signs this Separation Agreement to revoke it, consistent with subsection 18.G(2) hereof.

(2)    this Separation Agreement will become effective on the 8^th day after Employee signed this Separation Agreement (the “Effective Date”) , so long as it has also been signed by the Company Parties and it has not been revoked by either Party before that date

H.    Counterparts. If the Parties sign this agreement in several counterparts, each will be deemed an original but all counterparts together will constitute one instrument.

19.    Voluntary Execution of Agreement.

A.    Employee understands and agrees he executed this Separation Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of his claims against the Releasees.

B.    Employee agrees that:

(1)    he has read this Separation Agreement;

(2)    he has been represented in the preparation, negotiation, and execution of this Separation Agreement by legal counsel of his own choice or has elected not to retain legal counsel;

(3)    he understands the terms and consequences of this Separation Agreement and of the releases it contains;

(4)    he must comply with the Obligations in Section 10; and

(5)    he is fully aware of the legal and binding effect of this Separation Agreement.

Each party is signing this Separation Agreement on the date set out below its signature.

EMPLOYEE	COMPANY
	By:
	Name (Print):
	Title:

Address:
Date:	Date:

EX-10.11

Exhibit 10.11

December 14, 2016

Randy Gottfried

c/o AppDynamics, Inc.

303 Second Street, North Tower, 8^th Floor

San Francisco, CA 94107

Re: Confirmatory Employment Letter

Dear Randy:

This letter agreement (the “Agreement”) is entered into between Randy Gottfried (“Employee” or “you”) and AppDynamics, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign this letter, as indicated below. The purpose of this letter is to confirm the current terms and conditions of your employment.

1. Title; Position. Your position will continue to be the Chief Financial Officer, and you will continue to report to the President and Chief Executive Officer, with responsibilities as defined in the job description previously provided to you or as otherwise reasonably assigned to you by your supervisor or the Company’s board of directors or its authorized committee (the “Committee”).

2. Base Salary. Your current annual base salary is $300,000.00. Your annual base salary will be payable in semi-monthly payments, less applicable withholdings and deductions, and otherwise in accordance with the Company’s normal payroll practices. Your annual base salary will be subject to review and adjustment based upon the Company’s normal performance review practices.

3. Annual Bonus. You are eligible to earn an annual cash bonus, the target value of which is 40% of your base salary and payable annually, based on achieving performance objectives established by the Committee in its sole discretion and payable upon achievement of those objectives as determined by the Committee. If any portion of such bonus is earned, it will be paid when practicable after the Committee determines it has been earned, subject to you remaining employed with the Company through the payment date. Your annual bonus opportunity will be subject to review and adjustment based upon the Company’s normal performance review practices.

4. Employee Benefits. You also will continue to be eligible to participate in all of the Company benefit plans as available, including group health insurance and paid time off, based on policies in effect during your employment. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

5. Severance Policy. The Committee has designated you a participant in the Company’s Change in Control and Severance Policy (the “Policy”), attached as Exhibit A to this letter. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your employment as set forth in Exhibit B to this

letter (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this letter, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding your rights to severance and/or change in control benefits from the Company and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change in control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company.

6. Confidentiality Agreement; Arbitration. As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this letter confirms that the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement you previously signed with the Company (the “Confidentiality Agreement”) still apply. In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration consistent with the arbitration provisions of your Confidentiality Agreement.

7. At-Will Employment. Your employment with the Company will continue to be “at will.” It is for no specified term, and may be terminated by you or the Company at any time, with or without cause or advance notice. Although the Company may change the terms and conditions of your employment from time-to-time, (including, but not limited to, changes in your position, compensation, and/or benefits), nothing will change the at-will employment relationship between you and the Company. In addition, the compensation terms described herein will not affect your at-will employment status.

8. Commitment to Company. During your employment with the Company, you will perform your duties faithfully and to the best of your ability and will devote your full business efforts and time to the Company. Except as specifically approved by the Committee, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company or any of its subsidiaries or affiliates is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company or any of its subsidiaries or affiliates. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information.

9. Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you or the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint, or otherwise communicating, cooperating, or participating with, any state, federal, or other governmental agency, including

-2-

the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the National Labor Relations Board. Notwithstanding any restrictions set forth in this Agreement or in any other agreement between you or the Company, as applicable, you understand that you are not required to obtain authorization from the Company prior to disclosing information to, or communicating with, such agencies, nor are you obligated to advise the Company as to any such disclosures or communications. In making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Confidential Information (within the meaning of the Confidentiality Agreement) to any parties other than the relevant government agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent will constitute a material breach of this Agreement. You acknowledge that the Company has provided you with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit C.

10. Miscellaneous. This Agreement, along with the Confidentiality Agreement, the Policy, and the Participation Terms, constitute the entire agreement between you and the Company regarding the subject matters discussed herein, and they supersede all prior negotiations, representations or agreements between you and the Company. This Agreement may only be modified by a written agreement signed by you and the Company’s President and Chief Executive Officer.

To accept the letter, please sign in the space indicated and return it to the Company.

Sincerely,
AppDynamics, Inc.
By:	/s/ David Wadhwani
	David Wadhwani
	President and Chief Executive Officer

I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein.

Date:	December 19, 2016	/s/ Randy Gottfried
		Signature

Exhibit A

Change in Control and Severance Policy

APPDYNAMICS, INC.

CHANGE IN CONTROL AND SEVERANCE POLICY

(Adopted on November 10, 2016; Effective as of November 10, 2016)

This Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of AppDynamics, Inc. (“AppDynamics” or the “Company”) or any of its subsidiaries if their employment is involuntarily terminated under the circumstances described in this Policy. The Policy is designed to be an “employee welfare benefit plan” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and this document is both the formal plan document and the required summary plan description for the Policy.

1. Eligible Employee: An individual is only eligible for protection under this Policy if he or she is an Eligible Employee and complies with its terms (including any terms in such Eligible Employee’s Participation Agreement (as defined below)). An “Eligible Employee” is an employee of the Company or any subsidiary of the Company who has (a) been designated by the Compensation Committee of the Board (the “Compensation Committee”) as eligible to participate in the Policy, whether individually or by position or category of position and (b) executed a participation agreement in the form attached hereto as Exhibit A (a “Participation Agreement”).

2. Policy Benefits: An Eligible Employee will be eligible to receive the payments and benefits under this Policy and his or her Participation Agreement upon his or her Qualified Termination (as defined below). The amount and terms of any Equity Vesting, Salary Severance, Bonus Severance, and COBRA Benefit that an Eligible Employee may receive upon his or her Qualified Termination will be set forth in his or her Participation Agreement. All benefits under this Policy will be subject to the Eligible Employee’s compliance with the Release Requirement and any timing modifications required to avoid adverse taxation under Section 409A.

3. Equity Vesting: On a Qualified Termination, the applicable percentage (set forth in an Eligible Employee’s Participation Agreement) of the then-unvested shares subject to each of the Eligible Employee’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the outstanding portion of an equity award may vest and become exercisable pursuant to this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the applicable percentage (set forth in the Eligible Employee’s Participation Agreement) of target levels. Any restricted stock units, performance shares, performance units, or similar full value awards that vest under this paragraph will be settled on the 61^st day following the Eligible Employee’s Qualified Termination. For the avoidance of doubt, if an Eligible Employee’s Qualified Termination occurs prior to a Change in Control (as defined below), then any unvested portion of the Eligible Employee’s outstanding equity awards will remain outstanding for

3 months so that any additional benefits due on a Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the terminated Eligible Employee’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months, any unvested portion of the Eligible Employee’s equity awards automatically will be forfeited permanently without having vested.

4. Salary Severance: On a Qualified Termination, an Eligible Employee will be eligible to receive salary severance payment(s) equal to the applicable percentage (set forth in his or her Participation Agreement) of his or her Base Salary. The Eligible Employee’s salary severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement.

5. Bonus Severance: On a Qualified Termination, an Eligible Employee will be eligible to receive bonus severance payment(s) with respect to the Eligible Employee’s annual bonus in the amount set forth in his or her Participation Agreement. The Eligible Employee’s bonus severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement.

6. COBRA Benefit: On a Qualified Termination, if an Eligible Employee makes a valid election under COBRA to continue his or her health coverage, the Company will pay the cost of such continuation coverage for the Eligible Employee and any eligible dependents that were covered under the Company’s health care plans immediately prior to the date of his or her eligible termination until the earliest of (a) the end of the applicable period set forth in the Eligible Employee’s Participation Agreement, (b) the date upon which the Eligible Employee and/or the Eligible Employee’s eligible dependents become covered under similar plans or (c) the date upon which the Eligible Employee ceases to be eligible for coverage under COBRA (the “COBRA Coverage”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to the Eligible Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Eligible Employee would be required to pay to continue his or her group health coverage in effect on the date of his or her Qualified Termination (which amount will be based on the premium for the first month of COBRA coverage) (each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of whether the Eligible Employee elects COBRA continuation coverage and will commence on the month following the Eligible Employee’s Qualified Termination and will end on the earlier of (x) the date upon which the Eligible Employee obtains other employment or (y) the date the Company has paid an amount totaling the number of payments equal to the applicable number of months in the COBRA Coverage period set forth in the Eligible Employee’s Participation Agreement. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Policy or the Eligible

Employee’s Participation Agreement, if at any time the Company determines in its sole discretion that it cannot provide the COBRA Coverage or the COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Eligible Employee will not receive any further COBRA Coverage or COBRA Replacement Payments.

7. Death of Eligible Employee: If the Eligible Employee dies before all payments or benefits he or she is entitled to receive under this Policy have been paid, then (i) COBRA Coverage (or COBRA Replacement Payments) to the Eligible Employee will immediately cease and (ii) any such unpaid Equity Vesting, Salary Severance, or Bonus Severance will be paid to his or her designated beneficiary, if living, or otherwise to his or her personal representative in a lump-sum payment as soon as possible following his or her death.

8. Recoupment: If the Company discovers after the Eligible Employee’s receipt of payments or benefits under this Policy that grounds for the termination of the Eligible Employee’s employment for Cause existed, then the Eligible Employee will not receive any further payments or benefits under this Policy and, to the extent permitted under applicable laws, will be required to repay to the Company any payments or benefits he or she received under the Policy (or any financial gain derived from such payments or benefits).

9. Release: The Eligible Employee’s receipt of any severance payments or benefits upon his or Qualified Termination under this Policy is subject to the Eligible Employee signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following the Eligible Employee’s Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Eligible Employee will forfeit any right to severance payments or benefits under this Policy. In no event will severance payments or benefits under the Policy be paid or provided until the Release actually becomes effective and irrevocable. Notwithstanding any other payment schedule set forth in this Policy or the Eligible Employee’s Participation Agreement, none of the severance payments and benefits payable upon such Eligible Employee’s Qualified Termination under this Policy will be paid or otherwise provided prior to the 60th day following the Eligible Employee’s Qualified Termination. Except as otherwise set forth in an Eligible Employee’s Participation Agreement or to the extent that payments are delayed under the paragraph below entitled “Section 409A,” on the first regular payroll pay day following the 60th day following the Eligible Employee’s Qualified Termination, the Company will pay or provide the Eligible Employee the severance payments and benefits that the Eligible Employee would otherwise have received under this Policy on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.

10. Section 409A: The Company intends that all payments and benefits provided under this Policy or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted in accordance with this intent. No payment or benefits to be paid to an Eligible Employee, if any, under this Policy or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until such Eligible Employee has a “separation from service” within the meaning of Section 409A. If, at the time of the Eligible Employee’s termination of employment, the Eligible Employee is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Eligible Employee will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following his or her termination of employment. The Company reserves the right to amend the Policy as it deems necessary or advisable, in its sole discretion and without the consent of any Eligible Employee or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Policy is a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will the Company reimburse any Eligible Employee for any taxes that may be imposed on him or her as a result of Section 409A.

11. Parachute Payments:

a. Reduction of Severance Benefits. Notwithstanding anything set forth herein to the contrary, if any payment or benefit that an Eligible Employee would receive from the Company or any other party whether in connection with the provisions herein or otherwise (the “Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (x) the full amount of such Payment or (y) such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Eligible Employee’s receipt, on an after-tax basis, of the greater amount notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event that

acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Eligible Employee’s equity awards.

b. Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the Eligible Employee prior to the date on which the event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in parachute payments to the Eligible Employee at that time. For purposes of making the calculations required under these paragraphs relating to parachute payments, the firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith determinations concerning the application of the Code. The Company and the Eligible Employee will furnish to the firm such information and documents as the firm may reasonably request in order to make a determination under these paragraphs relating to parachute payments. The Company will bear all costs the firm may reasonably incur in connection with any calculations contemplated by these paragraphs relating to parachute payments. Any such determination by the firm will be binding upon the Company and the Eligible Employee, and the Company will have no liability to the Eligible Employee for the determinations of the firm.

12. Administration: The Policy will be administered by the Compensation Committee or its delegate (in each case, an “Administrator”). The Administrator will have full discretion to administer and interpret the Policy. Any decision made or other action taken by the Administrator with respect to the Policy and any interpretation by the Administrator of any term or condition of the Policy, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. The Administrator is the “plan administrator” of the Policy for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity.

13. Attorneys Fees: The Company and each Eligible Employee will bear their own attorneys’ fees incurred in connection with any disputes between them.

14. Exclusive Benefits: Except as may be set forth in an Eligible Employee’s Participation Agreement, this Policy is intended to be the only agreement between the Eligible Employee and the Company regarding any change in control or severance payments or benefits to be paid to the Eligible Employee on account of a termination of employment whether unrelated to, concurrent with, or following, a Change in Control. Accordingly, by executing a Participation Agreement, an Eligible Employee hereby forfeits and waives any rights to any severance or change in control benefits set forth in any employment agreement, offer letter, and/or equity award agreement, except as set forth in this Policy and in the Eligible Employee’s Participation Agreement.

15. Tax Obligations: All payments and benefits under this Policy will be paid less applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local and/or foreign taxes required to be withheld therefrom and any other required payroll deductions. The Company will not pay any Eligible Employee’s taxes arising from or relating to any payments or benefits under this Policy. The Eligible Employee will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Policy, and the Eligible Employee will not be reimbursed by the Company for any such payments.

16. Term: Subject to the terms of this paragraph, this Policy will have an initial term of 3 years commencing on the Effective Date (the “Initial Term”). On the 3-year anniversary of the Effective Date and each one-year anniversary thereafter, this Policy automatically will renew for additional, one (1) year terms (each, an “Additional Term” and together with the Initial Term, the “Term”) unless the Board or the Compensation Committee, as applicable, decides to terminate this Policy in accordance with the terms of this Policy or the affected Eligible Employee consents to such termination. Any termination of this Policy by the Board or the Compensation Committee, as applicable, must be in writing and will be taken in a non-fiduciary capacity. Neither the lapse of this Policy by its terms nor the termination of this Policy by the Company will by itself constitute termination of employment or grounds for a Constructive Termination (as defined below). Further, if a Change in Control occurs when there are fewer than 6 months remaining during the Term, the Term will extend automatically through the date that is 18 months following the date of the Change in Control (unless the affected Eligible Employee consents to an earlier termination). Notwithstanding the foregoing, if during the Term, an initial occurrence of an act or omission by the company constituting the grounds for “Constructive Termination” in accordance with the definition herein has occurred (the “Initial Grounds”), and the expiration date of the Cure Period (as such defined herein) with respect to such Initial Grounds could occur following the expiration of the Term, the Term will extend automatically through the date that is 30 days following the expiration of the Cure Period, but such extension of the Term will only apply with respect to the Initial Grounds.

17. Amendment: The Board or the Compensation Committee may amend the Policy at any time, without advance notice to any Eligible Employee or other individual and without regard to the effect of the amendment on any Eligible Employee or on any other individual. Notwithstanding the preceding, (a) any amendment to the Policy that causes an individual to cease to be an Eligible Employee will not be effective with respect to any Qualified Termination unless it is both approved by the Administrator and communicated to the affected Eligible Employee(s) in writing at least 6 months prior to the effective date of the amendment, and (b) no amendment of the Policy will be made within 18 months following a Change in Control if such amendment or reduction would reduce the benefits provided hereunder or impair an Eligible Employee’s eligibility under the Policy (unless the affected Eligible Employee consents to such amendment). Any action to amend the Policy will be taken in a non-fiduciary capacity.

18. Claims Procedure: Any Eligible Employee who believes he or she is entitled to any payment under the Policy may submit a claim in writing to the Administrator. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also describe any additional information needed to support the claim and the Policy’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90-day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim.

19. Appeal Procedure: If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Administrator will provide written notice of the decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.

20. Successors: Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Policy and agree expressly to perform the obligations under the Policy in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Policy, the term “Company” will include any successor to the Company’s business and/or assets which becomes bound by the terms of the Policy by operation of law, or otherwise.

21. Applicable Law: The provisions of the Policy will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of California (but not its conflict of laws provisions).

22. Definitions: Unless otherwise defined in an Eligible Employee’s Participation Agreement, the following terms will have the following meanings for purposes of this Policy and the Eligible Employee’s Participation Agreement:

a. “Base Salary” means the Eligible Employee’s annual base salary as in effect immediately prior to his or her Qualified Termination (or if the termination is due to a resignation in a Constructive Termination based on a material reduction in base salary, then the Eligible Employee’s annual base salary in effect immediately prior to such reduction) or, if the Eligible Employee’s Qualified Termination occurring following the Change in Control and such amount is greater, at the level in effect immediately prior to the Change in Control.

b. “Board” means the Board of Directors of the Company.

c. “Cause” means, with respect to an Eligible Employee, the occurrence of any of the following: (a) the Eligible Employee’s engaging in illegal or unethical conduct that was or is reasonably likely to be materially injurious to the business or reputation of the Company or its subsidiaries; (b) the Eligible Employee’s violation of a federal or state law or regulation materially applicable to the Company’s business; (c) the Eligible Employee’s material breach of the terms of any confidentiality agreement or invention assignment agreement between the Eligible Employee and the Company; (d) the Eligible Employee’s being convicted of, or entering a plea of nolo contendere to, a felony (other than a traffic violation) or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its subsidiaries; or (e) the Eligible Employee’s repeated failure to substantially perform his or her duties and responsibilities to the Company (or its successor, if applicable) after written notification by the Board of such failure and an opportunity to cure such failure within 30 days.

d. “Change in Control” means the occurrence of any of the following events:

(a) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, provided, that for this subsection, the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company, such event shall not be considered a

Change in Control under this clause (a). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(b) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any 12-month period by Board members whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (b), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(c) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For this definition, persons will be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding anything in this clause (c) to the contrary, the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (1) a transfer to an entity controlled by the Company’s stockholders immediately after the transfer, or (2) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in clauses (a) or (c) of this definition.

(a) For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

(b) Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.

(c) Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

e. “Change in Control Period” will mean the period beginning 3 months prior to and ending 18 months following a Change in Control.

f. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

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

h. “Constructive Termination” means the Eligible Employee’s resignation in accordance with the next sentence after the occurrence of one or more of the following events without the Eligible Employee’s express written consent: (a) a material reduction of the Eligible Employee’s duties, position or responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a Change in Control but is not made the Chief Executive Officer of the acquiring corporation) will not constitute a “Constructive Termination” if the Eligible Employee’s duties, position and responsibilities within the AppDynamics business remain materially the same; (b) a material reduction of more than 10% of the Eligible Employee’s then-current Base Salary (other than as part of an across-the-board proportional salary reduction applicable to all officers of the Company and approved by the Board or the Compensation Committee); (c) a relocation of the Company’s principal corporate offices to a location greater than 35 miles from its current location; and (d) the failure of the Company to obtain the assumption of the material obligations of the Eligible Employee’s employment offer letter (or employment agreement) with the Company by any successors. In order for the Eligible Employee’s resignation to be a Constructive Termination, the Eligible Employee must not resign without first providing the Company with written notice of the acts or omissions constituting the grounds for a “Constructive Termination” within 60 days of the initial existence of the grounds for a “Constructive Termination” and a cure period of 30 days following the date of

written notice (the “Cure Period”), such grounds must not have been cured during such time, and the Eligible Employee must terminate his or her employment within 30 days following the Cure Period.

i. “Disability” means the total and permanent disability as defined in Section 22(e)(3) of the Code unless the Company maintains a long-term disability plan at the time of the Eligible Employee’s termination, in which case, the determination of disability under such plan also will be considered “Disability” for purposes of this Policy.

j. “Exchange Act” means the Securities and Exchange Act of 1934, as amended.

k. “Qualified Termination” has the meaning set forth in the Eligible Employee’s Participation Agreement.

23. Additional Information:

Plan Name:	AppDynamics, Inc. Change in Control and Severance Policy
Plan Sponsor:	AppDynamics, Inc.
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
Identification Numbers:
Plan Year:	Company’s Fiscal Year
Plan Administrator:	AppDynamics, Inc.
	Attention: Administrator of the AppDynamics, Inc. Change in Control and Severance Policy
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
Agent for Service of Legal Process:	AppDynamics, Inc.
	Attention: General Counsel
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
	Service of process may also be made upon the Plan Administrator.
Type of Plan	Severance Plan/Employee Welfare Benefit Plan
Plan Costs	The cost of the Policy is paid by the Company.

24. Statement of ERISA Rights:

Eligible Employees have certain rights and protections under ERISA:

They may examine (without charge) all Policy documents, including any amendments and copies of all documents filed with the U.S. Department of Labor, such as the Policy’s annual report (Internal Revenue Service Form 5500). These documents are available for review in the Company’s Human Resources Department.

They may obtain copies of all Policy documents and other Policy information upon written request to the Plan Administrator. A reasonable charge may be made for such copies.

In addition to creating rights for Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the Policy. The people who operate the Policy (called “fiduciaries”) have a duty to do so prudently and in the interests of Eligible Employees. No one, including the Company or any other person, may fire or otherwise discriminate against an Eligible Employee in any way to prevent them from obtaining a benefit under the Policy or exercising rights under ERISA. If an Eligible Employee’s claim for a severance benefit is denied, in whole or in part, they must receive a written explanation of the reason for the denial. An Eligible Employee has the right to have the denial of their claim reviewed. (The claim review procedure is explained above.)

Under ERISA, there are steps Eligible Employees can take to enforce the above rights. For instance, if an Eligible Employee requests materials and does not receive them within 30 days, they may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay the Eligible Employee up to $110 a day until they receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If an Eligible Employee has a claim which is denied or ignored, in whole or in part, he or she may file suit in a state or federal court. If it should happen that an Eligible Employee is discriminated against for asserting their rights, he or she may seek assistance from the U.S. Department of Labor, or may file suit in a federal court.

In any case, the court will decide who will pay court costs and legal fees. If the Eligible Employee is successful, the court may order the person sued to pay these costs and fees. If the Eligible Employee loses, the court may order the Eligible Employee to pay these costs and fees, for example, if it finds that the claim is frivolous.

If an Eligible Employee has any questions regarding the Policy, please contact the Plan Administrator. If an Eligible Employee has any questions about this statement or about their rights under ERISA, they may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in the telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington,

D.C. 20210. An Eligible Employee may also obtain certain publications about their rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Exhibit B

Participation Agreement for Change in Control and Severance Policy

Change in Control and Severance Policy

Participation Agreement

This Participation Agreement (“Agreement”) is made and entered into by and between Randy Gottfried on the one hand, and AppDynamics, Inc. (the “Company”) on the other.

You have been designated as eligible to participate in the Policy, a copy of which is attached hereto, pursuant to which you are eligible to receive the following severance payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy.

Qualified Termination means either (i) a termination of your employment by the Company (or any of its subsidiaries) other than for Cause, death, or Disability or by you due to a Constructive Termination, in either case, during the Change in Control Period (a “CIC Qualified Termination”) or (ii) a termination of your employment by the Company (or any of its subsidiaries) other than for Cause, death, or Disability outside the Change in Control Period (a “Non-COC Qualified Termination”).

Non-CIC Qualified Termination

• Equity Vesting: None.

• Salary Severance: Your percentage of Base Salary will be 100%, payable in a lump-sum.

• Bonus Severance: None.

• COBRA Coverage: The Company will pay for your COBRA continuation coverage (or COBRA Replacement Payments, as applicable) for up to 12 months.

CIC Qualified Termination

• Equity Vesting: Your equity vesting benefit will be 100%.

• Salary Severance: Your percentage of Base Salary will be 100%, payable in a lump-sum on the 61^st day following your Qualified Termination.

• Bonus Severance: You will receive (i) a lump-sum payment equal to a pro-rata portion (based on the number of full months you have worked during applicable performance period divided by the total number of months in such performance period) of any earned annual bonus for the fiscal year in which your Qualified Termination occurs, which will be payable at the same time other similarly situated employees of the Company receive bonus payments for the fiscal year but in no event later than 15^th day of the third month following the end of the Company’s fiscal year following your Qualified Termination, and (ii) a lump-sum payment equal to 100% of your target annual bonus as in effect for the fiscal year in which your Qualified Termination occur payable on the 61^st day following your Qualified Termination.

• COBRA Coverage: The Company will pay for your COBRA continuation coverage (or COBRA Replacement Payments, as applicable) for up to 12 months.

Non-Duplication of Payment or Benefits

If (i) an Eligible Employee’s Qualified Termination occurs prior to a Change in Control that qualifies him or her for severance payments and benefits payable on a Non-CIC Qualified Termination under this Policy and the Agreement and (ii) a Change in Control occurs within the 3-month period following the Eligible Employee’s Qualified Termination that qualifies him or her for the severance payments and benefits payable on a CIC Qualified Termination under this Policy, then (i) the Eligible Employee will cease receiving any further payments or benefits under this Policy in connection with his or her Non-CIC Qualified Termination and (ii) the Equity Vesting, Salary Severance and COBRA Coverage (or COBRA Replacement Payments), as applicable, otherwise payable on a CIC Qualified Termination under this Agreement each will be offset by the corresponding payments or benefits already paid under this Participation Agreement upon a Non-CIC Qualified Termination.

Other Provisions

Except as set forth in this paragraph, you agree that the Policy and the Agreement constitute the entire agreement of the parties hereto and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and will specifically supersede any severance and/or change in control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. Notwithstanding the foregoing, any provision in your existing offer letter and/or equity award agreement with the Company that provides for vesting of your restricted stock units or the shares subject to your option, as applicable, upon a “change in control” (as defined in the applicable letter or agreement) or upon certain qualifying terminations of employment occurring prior to a “change in control” or the first date that you would be permitted to sell the Company’s securities following an initial public offering of the Company’s stock will not be superseded by the Policy or this Agreement, and will continue in full force and effect pursuant to its existing terms. For the avoidance of doubt, any vesting acceleration in your existing offer letter and/or equity award agreement with the Company occurring upon certain qualifying terminations of employment occurring in connection with or following a “change in control” (or similar term as defined in the applicable letter or agreement) will be superseded by the Policy and this Agreement.

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer effective as of the last date set forth below.

APPDYNAMICS, INC.	ELIGIBLE EMPLOYEE
By:	By:
Name:	Name:
Date:	Date:

Exhibit C

SECTION 7 OF THE DEFEND TRADE SECRETS ACT OF 2016

“ … An individual 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 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…. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

EX-10.12

Exhibit 10.12

December 14, 2016

Dali Rajic

c/o AppDynamics, Inc.

303 Second Street, North Tower, 8^th Floor

San Francisco, CA 94107

Re: Confirmatory Employment Letter

Dear Dali:

This letter agreement (the “Agreement”) is entered into between Dali Rajic (“Employee” or “you”) and AppDynamics, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign this letter, as indicated below. The purpose of this letter is to confirm the current terms and conditions of your employment.

1. Title; Position. Your position will continue to be the Chief Revenue Officer, and you will continue to report to the President and Chief Executive Officer, with responsibilities as defined in the job description previously provided to you or as otherwise reasonably assigned to you by your supervisor or the Company’s board of directors or its authorized committee (the “Committee”).

2. Base Salary. Your current annual base salary is $300,000.00. Your annual base salary will be payable in semi-monthly payments, less applicable withholdings and deductions, and otherwise in accordance with the Company’s normal payroll practices. Your annual base salary will be subject to review and adjustment based upon the Company’s normal performance review practices.

3. Annual Bonus. You are eligible to earn an annual cash bonus, the target value of which is 100% of your base salary and payable annually, based on achieving performance objectives established by the Committee in its sole discretion and payable upon achievement of those objectives as determined by the Committee. If any portion of such bonus is earned, it will be paid when practicable after the Committee determines it has been earned, subject to you remaining employed with the Company through the payment date. Your annual bonus opportunity will be subject to review and adjustment based upon the Company’s normal performance review practices.

4. Employee Benefits. You also will continue to be eligible to participate in all of the Company benefit plans as available, including group health insurance and paid time off, based on policies in effect during your employment. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

5. Severance Policy. The Committee has designated you a participant in the Company’s Change in Control and Severance Policy (the “Policy”), attached as Exhibit A to this letter. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your employment as set forth in Exhibit B to this

letter (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this letter, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding your rights to severance and/or change in control benefits from the Company and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change in control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company.

6. Confidentiality Agreement; Arbitration. As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this letter confirms that the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement you previously signed with the Company (the “Confidentiality Agreement”) still apply. In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration consistent with the arbitration provisions of your Confidentiality Agreement.

7. At-Will Employment. Your employment with the Company will continue to be “at will.” It is for no specified term, and may be terminated by you or the Company at any time, with or without cause or advance notice. Although the Company may change the terms and conditions of your employment from time-to-time, (including, but not limited to, changes in your position, compensation, and/or benefits), nothing will change the at-will employment relationship between you and the Company. In addition, the compensation terms described herein will not affect your at-will employment status.

8. Commitment to Company. During your employment with the Company, you will perform your duties faithfully and to the best of your ability and will devote your full business efforts and time to the Company. Except as specifically approved by the Committee, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company or any of its subsidiaries or affiliates is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company or any of its subsidiaries or affiliates. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information.

9. Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you or the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint, or otherwise communicating, cooperating, or participating with, any state, federal, or other governmental agency, including

-2-

the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the National Labor Relations Board. Notwithstanding any restrictions set forth in this Agreement or in any other agreement between you or the Company, as applicable, you understand that you are not required to obtain authorization from the Company prior to disclosing information to, or communicating with, such agencies, nor are you obligated to advise the Company as to any such disclosures or communications. In making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Confidential Information (within the meaning of the Confidentiality Agreement) to any parties other than the relevant government agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent will constitute a material breach of this Agreement. You acknowledge that the Company has provided you with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit C.

10. Miscellaneous. This Agreement, along with the Confidentiality Agreement, the Policy, and the Participation Terms, constitute the entire agreement between you and the Company regarding the subject matters discussed herein, and they supersede all prior negotiations, representations or agreements between you and the Company. This Agreement may only be modified by a written agreement signed by you and the Company’s President and Chief Executive Officer.

To accept the letter, please sign in the space indicated and return it to the Company.

Sincerely,
AppDynamics, Inc.
By:	/s/ David Wadhwani
	David Wadhwani
	President and Chief Executive Officer

I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein.

Date:	December 19, 2016	/s/ Dali Rajic
		Signature

Exhibit A

Change in Control and Severance Policy

APPDYNAMICS, INC.

CHANGE IN CONTROL AND SEVERANCE POLICY

(Adopted on November 10, 2016; Effective as of November 10, 2016)

This Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of AppDynamics, Inc. (“AppDynamics” or the “Company”) or any of its subsidiaries if their employment is involuntarily terminated under the circumstances described in this Policy. The Policy is designed to be an “employee welfare benefit plan” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and this document is both the formal plan document and the required summary plan description for the Policy.

1. Eligible Employee: An individual is only eligible for protection under this Policy if he or she is an Eligible Employee and complies with its terms (including any terms in such Eligible Employee’s Participation Agreement (as defined below)). An “Eligible Employee” is an employee of the Company or any subsidiary of the Company who has (a) been designated by the Compensation Committee of the Board (the “Compensation Committee”) as eligible to participate in the Policy, whether individually or by position or category of position and (b) executed a participation agreement in the form attached hereto as Exhibit A (a “Participation Agreement”).

2. Policy Benefits: An Eligible Employee will be eligible to receive the payments and benefits under this Policy and his or her Participation Agreement upon his or her Qualified Termination (as defined below). The amount and terms of any Equity Vesting, Salary Severance, Bonus Severance, and COBRA Benefit that an Eligible Employee may receive upon his or her Qualified Termination will be set forth in his or her Participation Agreement. All benefits under this Policy will be subject to the Eligible Employee’s compliance with the Release Requirement and any timing modifications required to avoid adverse taxation under Section 409A.

3. Equity Vesting: On a Qualified Termination, the applicable percentage (set forth in an Eligible Employee’s Participation Agreement) of the then-unvested shares subject to each of the Eligible Employee’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the outstanding portion of an equity award may vest and become exercisable pursuant to this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the applicable percentage (set forth in the Eligible Employee’s Participation Agreement) of target levels. Any restricted stock units, performance shares, performance units, or similar full value awards that vest under this paragraph will be settled on the 61^st day following the Eligible Employee’s Qualified Termination. For the avoidance of doubt, if an Eligible Employee’s Qualified Termination occurs prior to a Change in Control (as defined below), then any unvested portion of the Eligible Employee’s outstanding equity awards will remain outstanding for

3 months so that any additional benefits due on a Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the terminated Eligible Employee’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months, any unvested portion of the Eligible Employee’s equity awards automatically will be forfeited permanently without having vested.

4. Salary Severance: On a Qualified Termination, an Eligible Employee will be eligible to receive salary severance payment(s) equal to the applicable percentage (set forth in his or her Participation Agreement) of his or her Base Salary. The Eligible Employee’s salary severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement.

5. Bonus Severance: On a Qualified Termination, an Eligible Employee will be eligible to receive bonus severance payment(s) with respect to the Eligible Employee’s annual bonus in the amount set forth in his or her Participation Agreement. The Eligible Employee’s bonus severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement.

6. COBRA Benefit: On a Qualified Termination, if an Eligible Employee makes a valid election under COBRA to continue his or her health coverage, the Company will pay the cost of such continuation coverage for the Eligible Employee and any eligible dependents that were covered under the Company’s health care plans immediately prior to the date of his or her eligible termination until the earliest of (a) the end of the applicable period set forth in the Eligible Employee’s Participation Agreement, (b) the date upon which the Eligible Employee and/or the Eligible Employee’s eligible dependents become covered under similar plans or (c) the date upon which the Eligible Employee ceases to be eligible for coverage under COBRA (the “COBRA Coverage”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to the Eligible Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Eligible Employee would be required to pay to continue his or her group health coverage in effect on the date of his or her Qualified Termination (which amount will be based on the premium for the first month of COBRA coverage) (each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of whether the Eligible Employee elects COBRA continuation coverage and will commence on the month following the Eligible Employee’s Qualified Termination and will end on the earlier of (x) the date upon which the Eligible Employee obtains other employment or (y) the date the Company has paid an amount totaling the number of payments equal to the applicable number of months in the COBRA Coverage period set forth in the Eligible Employee’s Participation Agreement. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Policy or the Eligible

Employee’s Participation Agreement, if at any time the Company determines in its sole discretion that it cannot provide the COBRA Coverage or the COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Eligible Employee will not receive any further COBRA Coverage or COBRA Replacement Payments.

7. Death of Eligible Employee: If the Eligible Employee dies before all payments or benefits he or she is entitled to receive under this Policy have been paid, then (i) COBRA Coverage (or COBRA Replacement Payments) to the Eligible Employee will immediately cease and (ii) any such unpaid Equity Vesting, Salary Severance, or Bonus Severance will be paid to his or her designated beneficiary, if living, or otherwise to his or her personal representative in a lump-sum payment as soon as possible following his or her death.

8. Recoupment: If the Company discovers after the Eligible Employee’s receipt of payments or benefits under this Policy that grounds for the termination of the Eligible Employee’s employment for Cause existed, then the Eligible Employee will not receive any further payments or benefits under this Policy and, to the extent permitted under applicable laws, will be required to repay to the Company any payments or benefits he or she received under the Policy (or any financial gain derived from such payments or benefits).

9. Release: The Eligible Employee’s receipt of any severance payments or benefits upon his or Qualified Termination under this Policy is subject to the Eligible Employee signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following the Eligible Employee’s Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Eligible Employee will forfeit any right to severance payments or benefits under this Policy. In no event will severance payments or benefits under the Policy be paid or provided until the Release actually becomes effective and irrevocable. Notwithstanding any other payment schedule set forth in this Policy or the Eligible Employee’s Participation Agreement, none of the severance payments and benefits payable upon such Eligible Employee’s Qualified Termination under this Policy will be paid or otherwise provided prior to the 60th day following the Eligible Employee’s Qualified Termination. Except as otherwise set forth in an Eligible Employee’s Participation Agreement or to the extent that payments are delayed under the paragraph below entitled “Section 409A,” on the first regular payroll pay day following the 60th day following the Eligible Employee’s Qualified Termination, the Company will pay or provide the Eligible Employee the severance payments and benefits that the Eligible Employee would otherwise have received under this Policy on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.

10. Section 409A: The Company intends that all payments and benefits provided under this Policy or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted in accordance with this intent. No payment or benefits to be paid to an Eligible Employee, if any, under this Policy or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until such Eligible Employee has a “separation from service” within the meaning of Section 409A. If, at the time of the Eligible Employee’s termination of employment, the Eligible Employee is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Eligible Employee will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following his or her termination of employment. The Company reserves the right to amend the Policy as it deems necessary or advisable, in its sole discretion and without the consent of any Eligible Employee or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Policy is a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will the Company reimburse any Eligible Employee for any taxes that may be imposed on him or her as a result of Section 409A.

11. Parachute Payments:

a. Reduction of Severance Benefits. Notwithstanding anything set forth herein to the contrary, if any payment or benefit that an Eligible Employee would receive from the Company or any other party whether in connection with the provisions herein or otherwise (the “Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (x) the full amount of such Payment or (y) such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Eligible Employee’s receipt, on an after-tax basis, of the greater amount notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event that

acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Eligible Employee’s equity awards.

b. Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the Eligible Employee prior to the date on which the event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in parachute payments to the Eligible Employee at that time. For purposes of making the calculations required under these paragraphs relating to parachute payments, the firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith determinations concerning the application of the Code. The Company and the Eligible Employee will furnish to the firm such information and documents as the firm may reasonably request in order to make a determination under these paragraphs relating to parachute payments. The Company will bear all costs the firm may reasonably incur in connection with any calculations contemplated by these paragraphs relating to parachute payments. Any such determination by the firm will be binding upon the Company and the Eligible Employee, and the Company will have no liability to the Eligible Employee for the determinations of the firm.

12. Administration: The Policy will be administered by the Compensation Committee or its delegate (in each case, an “Administrator”). The Administrator will have full discretion to administer and interpret the Policy. Any decision made or other action taken by the Administrator with respect to the Policy and any interpretation by the Administrator of any term or condition of the Policy, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. The Administrator is the “plan administrator” of the Policy for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity.

13. Attorneys Fees: The Company and each Eligible Employee will bear their own attorneys’ fees incurred in connection with any disputes between them.

14. Exclusive Benefits: Except as may be set forth in an Eligible Employee’s Participation Agreement, this Policy is intended to be the only agreement between the Eligible Employee and the Company regarding any change in control or severance payments or benefits to be paid to the Eligible Employee on account of a termination of employment whether unrelated to, concurrent with, or following, a Change in Control. Accordingly, by executing a Participation Agreement, an Eligible Employee hereby forfeits and waives any rights to any severance or change in control benefits set forth in any employment agreement, offer letter, and/or equity award agreement, except as set forth in this Policy and in the Eligible Employee’s Participation Agreement.

15. Tax Obligations: All payments and benefits under this Policy will be paid less applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local and/or foreign taxes required to be withheld therefrom and any other required payroll deductions. The Company will not pay any Eligible Employee’s taxes arising from or relating to any payments or benefits under this Policy. The Eligible Employee will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Policy, and the Eligible Employee will not be reimbursed by the Company for any such payments.

16. Term: Subject to the terms of this paragraph, this Policy will have an initial term of 3 years commencing on the Effective Date (the “Initial Term”). On the 3-year anniversary of the Effective Date and each one-year anniversary thereafter, this Policy automatically will renew for additional, one (1) year terms (each, an “Additional Term” and together with the Initial Term, the “Term”) unless the Board or the Compensation Committee, as applicable, decides to terminate this Policy in accordance with the terms of this Policy or the affected Eligible Employee consents to such termination. Any termination of this Policy by the Board or the Compensation Committee, as applicable, must be in writing and will be taken in a non-fiduciary capacity. Neither the lapse of this Policy by its terms nor the termination of this Policy by the Company will by itself constitute termination of employment or grounds for a Constructive Termination (as defined below). Further, if a Change in Control occurs when there are fewer than 6 months remaining during the Term, the Term will extend automatically through the date that is 18 months following the date of the Change in Control (unless the affected Eligible Employee consents to an earlier termination). Notwithstanding the foregoing, if during the Term, an initial occurrence of an act or omission by the company constituting the grounds for “Constructive Termination” in accordance with the definition herein has occurred (the “Initial Grounds”), and the expiration date of the Cure Period (as such defined herein) with respect to such Initial Grounds could occur following the expiration of the Term, the Term will extend automatically through the date that is 30 days following the expiration of the Cure Period, but such extension of the Term will only apply with respect to the Initial Grounds.

17. Amendment: The Board or the Compensation Committee may amend the Policy at any time, without advance notice to any Eligible Employee or other individual and without regard to the effect of the amendment on any Eligible Employee or on any other individual. Notwithstanding the preceding, (a) any amendment to the Policy that causes an individual to cease to be an Eligible Employee will not be effective with respect to any Qualified Termination unless it is both approved by the Administrator and communicated to the affected Eligible Employee(s) in writing at least 6 months prior to the effective date of the amendment, and (b) no amendment of the Policy will be made within 18 months following a Change in Control if such amendment or reduction would reduce the benefits provided hereunder or impair an Eligible Employee’s eligibility under the Policy (unless the affected Eligible Employee consents to such amendment). Any action to amend the Policy will be taken in a non-fiduciary capacity.

18. Claims Procedure: Any Eligible Employee who believes he or she is entitled to any payment under the Policy may submit a claim in writing to the Administrator. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also describe any additional information needed to support the claim and the Policy’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90-day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim.

19. Appeal Procedure: If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Administrator will provide written notice of the decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.

20. Successors: Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Policy and agree expressly to perform the obligations under the Policy in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Policy, the term “Company” will include any successor to the Company’s business and/or assets which becomes bound by the terms of the Policy by operation of law, or otherwise.

21. Applicable Law: The provisions of the Policy will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of California (but not its conflict of laws provisions).

22. Definitions: Unless otherwise defined in an Eligible Employee’s Participation Agreement, the following terms will have the following meanings for purposes of this Policy and the Eligible Employee’s Participation Agreement:

a. “Base Salary” means the Eligible Employee’s annual base salary as in effect immediately prior to his or her Qualified Termination (or if the termination is due to a resignation in a Constructive Termination based on a material reduction in base salary, then the Eligible Employee’s annual base salary in effect immediately prior to such reduction) or, if the Eligible Employee’s Qualified Termination occurring following the Change in Control and such amount is greater, at the level in effect immediately prior to the Change in Control.

b. “Board” means the Board of Directors of the Company.

c. “Cause” means, with respect to an Eligible Employee, the occurrence of any of the following: (a) the Eligible Employee’s engaging in illegal or unethical conduct that was or is reasonably likely to be materially injurious to the business or reputation of the Company or its subsidiaries; (b) the Eligible Employee’s violation of a federal or state law or regulation materially applicable to the Company’s business; (c) the Eligible Employee’s material breach of the terms of any confidentiality agreement or invention assignment agreement between the Eligible Employee and the Company; (d) the Eligible Employee’s being convicted of, or entering a plea of nolo contendere to, a felony (other than a traffic violation) or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its subsidiaries; or (e) the Eligible Employee’s repeated failure to substantially perform his or her duties and responsibilities to the Company (or its successor, if applicable) after written notification by the Board of such failure and an opportunity to cure such failure within 30 days.

d. “Change in Control” means the occurrence of any of the following events:

(a) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, provided, that for this subsection, the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company, such event shall not be considered a

Change in Control under this clause (a). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(b) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any 12-month period by Board members whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (b), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(c) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For this definition, persons will be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding anything in this clause (c) to the contrary, the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (1) a transfer to an entity controlled by the Company’s stockholders immediately after the transfer, or (2) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in clauses (a) or (c) of this definition.

(a) For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

(b) Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.

(c) Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

e. “Change in Control Period” will mean the period beginning 3 months prior to and ending 18 months following a Change in Control.

f. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

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

h. “Constructive Termination” means the Eligible Employee’s resignation in accordance with the next sentence after the occurrence of one or more of the following events without the Eligible Employee’s express written consent: (a) a material reduction of the Eligible Employee’s duties, position or responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a Change in Control but is not made the Chief Executive Officer of the acquiring corporation) will not constitute a “Constructive Termination” if the Eligible Employee’s duties, position and responsibilities within the AppDynamics business remain materially the same; (b) a material reduction of more than 10% of the Eligible Employee’s then-current Base Salary (other than as part of an across-the-board proportional salary reduction applicable to all officers of the Company and approved by the Board or the Compensation Committee); (c) a relocation of the Company’s principal corporate offices to a location greater than 35 miles from its current location; and (d) the failure of the Company to obtain the assumption of the material obligations of the Eligible Employee’s employment offer letter (or employment agreement) with the Company by any successors. In order for the Eligible Employee’s resignation to be a Constructive Termination, the Eligible Employee must not resign without first providing the Company with written notice of the acts or omissions constituting the grounds for a “Constructive Termination” within 60 days of the initial existence of the grounds for a “Constructive Termination” and a cure period of 30 days following the date of

written notice (the “Cure Period”), such grounds must not have been cured during such time, and the Eligible Employee must terminate his or her employment within 30 days following the Cure Period.

i. “Disability” means the total and permanent disability as defined in Section 22(e)(3) of the Code unless the Company maintains a long-term disability plan at the time of the Eligible Employee’s termination, in which case, the determination of disability under such plan also will be considered “Disability” for purposes of this Policy.

j. “Exchange Act” means the Securities and Exchange Act of 1934, as amended.

k. “Qualified Termination” has the meaning set forth in the Eligible Employee’s Participation Agreement.

23. Additional Information:

Plan Name:	AppDynamics, Inc. Change in Control and Severance Policy
Plan Sponsor:	AppDynamics, Inc.
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
Identification Numbers:
Plan Year:	Company’s Fiscal Year
Plan Administrator:	AppDynamics, Inc.
	Attention: Administrator of the AppDynamics, Inc. Change in Control and Severance Policy
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
Agent for Service of
Legal Process:	AppDynamics, Inc.
	Attention: General Counsel
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
	Service of process may also be made upon the Plan Administrator.
Type of Plan	Severance Plan/Employee Welfare Benefit Plan
Plan Costs	The cost of the Policy is paid by the Company.

24. Statement of ERISA Rights:

Eligible Employees have certain rights and protections under ERISA:

They may examine (without charge) all Policy documents, including any amendments and copies of all documents filed with the U.S. Department of Labor, such as the Policy’s annual report (Internal Revenue Service Form 5500). These documents are available for review in the Company’s Human Resources Department.

They may obtain copies of all Policy documents and other Policy information upon written request to the Plan Administrator. A reasonable charge may be made for such copies.

In addition to creating rights for Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the Policy. The people who operate the Policy (called “fiduciaries”) have a duty to do so prudently and in the interests of Eligible Employees. No one, including the Company or any other person, may fire or otherwise discriminate against an Eligible Employee in any way to prevent them from obtaining a benefit under the Policy or exercising rights under ERISA. If an Eligible Employee’s claim for a severance benefit is denied, in whole or in part, they must receive a written explanation of the reason for the denial. An Eligible Employee has the right to have the denial of their claim reviewed. (The claim review procedure is explained above.)

Under ERISA, there are steps Eligible Employees can take to enforce the above rights. For instance, if an Eligible Employee requests materials and does not receive them within 30 days, they may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay the Eligible Employee up to $110 a day until they receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If an Eligible Employee has a claim which is denied or ignored, in whole or in part, he or she may file suit in a state or federal court. If it should happen that an Eligible Employee is discriminated against for asserting their rights, he or she may seek assistance from the U.S. Department of Labor, or may file suit in a federal court.

In any case, the court will decide who will pay court costs and legal fees. If the Eligible Employee is successful, the court may order the person sued to pay these costs and fees. If the Eligible Employee loses, the court may order the Eligible Employee to pay these costs and fees, for example, if it finds that the claim is frivolous.

If an Eligible Employee has any questions regarding the Policy, please contact the Plan Administrator. If an Eligible Employee has any questions about this statement or about their rights under ERISA, they may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in the telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington,

D.C. 20210. An Eligible Employee may also obtain certain publications about their rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Exhibit B

Participation Agreement for Change in Control and Severance Policy

This Participation Agreement (“Agreement”) is made and entered into by and between Dali Rajic on the one hand, and AppDynamics, Inc. (the “Company”) on the other.

You have been designated as eligible to participate in the Policy, a copy of which is attached hereto, pursuant to which you are eligible to receive the following severance payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy.

Qualified Termination means either (i) a termination of your employment by the Company (or any of its subsidiaries) other than for Cause, death, or Disability or by you due to a Constructive Termination, in either case, during the Change in Control Period (a “CIC Qualified Termination”) or (ii) a termination of your employment by the Company (or any of its subsidiaries) other than for Cause, death, or Disability outside the Change in Control Period (a “Non-COC Qualified Termination”).

Non-CIC Qualified Termination

• Equity Vesting: None.

• Salary Severance: Your percentage of Base Salary will be 100%, payable in a lump-sum.

• Bonus Severance: None.

• COBRA Coverage: The Company will pay for your COBRA continuation coverage (or COBRA Replacement Payments, as applicable) for up to 12 months.

CIC Qualified Termination

• Equity Vesting: Your equity vesting benefit will be 100%.

• Salary Severance: Your percentage of Base Salary will be 100%, payable in a lump-sum on the 61^st day following your Qualified Termination.

• Bonus Severance: You will receive (i) a lump-sum payment equal to a pro-rata portion (based on the number of full months you have worked during applicable performance period divided by the total number of months in such performance period) of any earned annual bonus for the fiscal year in which your Qualified Termination occurs, which will be payable at the same time other similarly situated employees of the Company receive bonus payments for the fiscal year but in no event later than 15^th day of the third month following the end of the Company’s fiscal year following your Qualified Termination, and (ii) a lump-sum payment equal to 100% of your target annual bonus as in effect for the fiscal year in which your Qualified Termination occur payable on the 61^st day following your Qualified Termination.

• COBRA Coverage: The Company will pay for your COBRA continuation coverage (or COBRA Replacement Payments, as applicable) for up to 12 months.

Non-Duplication of Payment or Benefits

If (i) an Eligible Employee’s Qualified Termination occurs prior to a Change in Control that qualifies him or her for severance payments and benefits payable on a Non-CIC Qualified Termination under this Policy and the Agreement and (ii) a Change in Control occurs within the 3-month period following the Eligible Employee’s Qualified Termination that qualifies him or her for the severance payments and benefits payable on a CIC Qualified Termination under this Policy, then (i) the Eligible Employee will cease receiving any further payments or benefits under this Policy in connection with his or her Non-CIC Qualified Termination and (ii) the Equity Vesting, Salary Severance and COBRA Coverage (or COBRA Replacement Payments), as applicable, otherwise payable on a CIC Qualified Termination under this Agreement each will be offset by the corresponding payments or benefits already paid under this Participation Agreement upon a Non-CIC Qualified Termination.

Other Provisions

Except as set forth in this paragraph, you agree that the Policy and the Agreement constitute the entire agreement of the parties hereto and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and will specifically supersede any severance and/or change in control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company.

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer effective as of the last date set forth below.

APPDYNAMICS, INC.	ELIGIBLE EMPLOYEE
By:	By:
Name:	Name:
Date:	Date:

Exhibit C

SECTION 7 OF THE DEFEND TRADE SECRETS ACT OF 2016

“ … An individual 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 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…. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

EX-10.13

Exhibit 10.13

December 14, 2016

Bhaskar Sunkara

c/o AppDynamics, Inc.

303 Second Street, North Tower, 8^th Floor

San Francisco, CA 94107

Re: Confirmatory Employment Letter

Dear Bhaskar:

This letter agreement (the “Agreement”) is entered into between Bhaskar Sunkara (“Employee” or “you”) and AppDynamics, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign this letter, as indicated below. The purpose of this letter is to confirm the current terms and conditions of your employment.

1. Title; Position. Your position will continue to be the Chief Technology Officer and Head of Product, and you will continue to report to the President and Chief Executive Officer, with responsibilities as defined in the job description previously provided to you or as otherwise reasonably assigned to you by your supervisor or the Company’s board of directors or its authorized committee (the “Committee”).

2. Base Salary. Your current annual base salary is $300,000.00. Your annual base salary will be payable in semi-monthly payments, less applicable withholdings and deductions, and otherwise in accordance with the Company’s normal payroll practices. Your annual base salary will be subject to review and adjustment based upon the Company’s normal performance review practices.

3. Annual Bonus. You are eligible to earn an annual cash bonus, the target value of which is 75% of your base salary and payable annually, based on achieving performance objectives established by the Committee in its sole discretion and payable upon achievement of those objectives as determined by the Committee. If any portion of such bonus is earned, it will be paid when practicable after the Committee determines it has been earned, subject to you remaining employed with the Company through the payment date. Your annual bonus opportunity will be subject to review and adjustment based upon the Company’s normal performance review practices.

4. Employee Benefits. You also will continue to be eligible to participate in all of the Company benefit plans as available, including group health insurance and paid time off, based on policies in effect during your employment. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

5. Severance Policy. The Committee has designated you a participant in the Company’s Change in Control and Severance Policy (the “Policy”), attached as Exhibit A to this letter. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your employment as set forth in Exhibit B to this letter (the “Participation Terms”), subject to the terms and conditions of the Policy. By

signing this letter, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding your rights to severance and/or change in control benefits from the Company and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change in control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company.

6. Confidentiality Agreement; Arbitration. As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this letter confirms that the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement you previously signed with the Company (the “Confidentiality Agreement”) still apply. In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration consistent with the arbitration provisions of your Confidentiality Agreement.

7. At-Will Employment. Your employment with the Company will continue to be “at will.” It is for no specified term, and may be terminated by you or the Company at any time, with or without cause or advance notice. Although the Company may change the terms and conditions of your employment from time-to-time, (including, but not limited to, changes in your position, compensation, and/or benefits), nothing will change the at-will employment relationship between you and the Company. In addition, the compensation terms described herein will not affect your at-will employment status.

8. Commitment to Company. During your employment with the Company, you will perform your duties faithfully and to the best of your ability and will devote your full business efforts and time to the Company. Except as specifically approved by the Committee, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company or any of its subsidiaries or affiliates is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company or any of its subsidiaries or affiliates. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information.

9. Protected Activity Not Prohibited. Nothing in this Agreement or in any other agreement between you or the Company, as applicable, will in any way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” means filing a charge or complaint, or otherwise communicating, cooperating, or participating with, any state, federal, or other governmental agency, including the U.S. Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the National Labor Relations Board. Notwithstanding any restrictions set

2

forth in this Agreement or in any other agreement between you or the Company, as applicable, you understand that you are not required to obtain authorization from the Company prior to disclosing information to, or communicating with, such agencies, nor are you obligated to advise the Company as to any such disclosures or communications. In making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Confidential Information (within the meaning of the Confidentiality Agreement) to any parties other than the relevant government agencies. You further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent will constitute a material breach of this Agreement. You acknowledge that the Company has provided you with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit C.

10. Miscellaneous. This Agreement, along with the Confidentiality Agreement, the Policy, and the Participation Terms, constitute the entire agreement between you and the Company regarding the subject matters discussed herein, and they supersede all prior negotiations, representations or agreements between you and the Company. This Agreement may only be modified by a written agreement signed by you and the Company’s President and Chief Executive Officer.

To accept the letter, please sign in the space indicated and return it to the Company.

Sincerely,
AppDynamics, Inc.
By:	/s/ David Wadhwani
	David Wadhwani
	President and Chief Executive Officer

I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein.

Date: December 15, 2016	/s/ Bhaskar Sunkara
	Signature

Exhibit A

Change in Control and Severance Policy

APPDYNAMICS, INC.

CHANGE IN CONTROL AND SEVERANCE POLICY

(Adopted on November 10, 2016; Effective as of November 10, 2016)

This Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of AppDynamics, Inc. (“AppDynamics” or the “Company”) or any of its subsidiaries if their employment is involuntarily terminated under the circumstances described in this Policy. The Policy is designed to be an “employee welfare benefit plan” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and this document is both the formal plan document and the required summary plan description for the Policy.

1. Eligible Employee: An individual is only eligible for protection under this Policy if he or she is an Eligible Employee and complies with its terms (including any terms in such Eligible Employee’s Participation Agreement (as defined below)). An “Eligible Employee” is an employee of the Company or any subsidiary of the Company who has (a) been designated by the Compensation Committee of the Board (the “Compensation Committee”) as eligible to participate in the Policy, whether individually or by position or category of position and (b) executed a participation agreement in the form attached hereto as Exhibit A (a “Participation Agreement”).

2. Policy Benefits: An Eligible Employee will be eligible to receive the payments and benefits under this Policy and his or her Participation Agreement upon his or her Qualified Termination (as defined below). The amount and terms of any Equity Vesting, Salary Severance, Bonus Severance, and COBRA Benefit that an Eligible Employee may receive upon his or her Qualified Termination will be set forth in his or her Participation Agreement. All benefits under this Policy will be subject to the Eligible Employee’s compliance with the Release Requirement and any timing modifications required to avoid adverse taxation under Section 409A.

3. Equity Vesting: On a Qualified Termination, the applicable percentage (set forth in an Eligible Employee’s Participation Agreement) of the then-unvested shares subject to each of the Eligible Employee’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the outstanding portion of an equity award may vest and become exercisable pursuant to this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the applicable percentage (set forth in the Eligible Employee’s Participation Agreement) of target levels. Any restricted stock units, performance shares, performance units, or similar full value awards that vest under this paragraph will be settled on the 61^st day following the Eligible Employee’s Qualified Termination. For the avoidance of doubt, if an Eligible Employee’s Qualified Termination occurs prior to a Change in Control (as defined below), then any unvested portion of the Eligible Employee’s outstanding equity awards will remain outstanding for 3 months so that any additional benefits due on a Qualified Termination can be provided

if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the terminated Eligible Employee’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months, any unvested portion of the Eligible Employee’s equity awards automatically will be forfeited permanently without having vested.

4. Salary Severance: On a Qualified Termination, an Eligible Employee will be eligible to receive salary severance payment(s) equal to the applicable percentage (set forth in his or her Participation Agreement) of his or her Base Salary. The Eligible Employee’s salary severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement.

5. Bonus Severance: On a Qualified Termination, an Eligible Employee will be eligible to receive bonus severance payment(s) with respect to the Eligible Employee’s annual bonus in the amount set forth in his or her Participation Agreement. The Eligible Employee’s bonus severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement.

6. COBRA Benefit: On a Qualified Termination, if an Eligible Employee makes a valid election under COBRA to continue his or her health coverage, the Company will pay the cost of such continuation coverage for the Eligible Employee and any eligible dependents that were covered under the Company’s health care plans immediately prior to the date of his or her eligible termination until the earliest of (a) the end of the applicable period set forth in the Eligible Employee’s Participation Agreement, (b) the date upon which the Eligible Employee and/or the Eligible Employee’s eligible dependents become covered under similar plans or (c) the date upon which the Eligible Employee ceases to be eligible for coverage under COBRA (the “COBRA Coverage”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to the Eligible Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Eligible Employee would be required to pay to continue his or her group health coverage in effect on the date of his or her Qualified Termination (which amount will be based on the premium for the first month of COBRA coverage) (each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of whether the Eligible Employee elects COBRA continuation coverage and will commence on the month following the Eligible Employee’s Qualified Termination and will end on the earlier of (x) the date upon which the Eligible Employee obtains other employment or (y) the date the Company has paid an amount totaling the number of payments equal to the applicable number of months in the COBRA Coverage period set forth in the Eligible Employee’s Participation Agreement. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Policy or the Eligible Employee’s Participation Agreement, if at any time the Company determines in its sole discretion that it cannot provide the COBRA Coverage or the COBRA Replacement

Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Eligible Employee will not receive any further COBRA Coverage or COBRA Replacement Payments.

7. Death of Eligible Employee: If the Eligible Employee dies before all payments or benefits he or she is entitled to receive under this Policy have been paid, then (i) COBRA Coverage (or COBRA Replacement Payments) to the Eligible Employee will immediately cease and (ii) any such unpaid Equity Vesting, Salary Severance, or Bonus Severance will be paid to his or her designated beneficiary, if living, or otherwise to his or her personal representative in a lump-sum payment as soon as possible following his or her death.

8. Recoupment: If the Company discovers after the Eligible Employee’s receipt of payments or benefits under this Policy that grounds for the termination of the Eligible Employee’s employment for Cause existed, then the Eligible Employee will not receive any further payments or benefits under this Policy and, to the extent permitted under applicable laws, will be required to repay to the Company any payments or benefits he or she received under the Policy (or any financial gain derived from such payments or benefits).

9. Release: The Eligible Employee’s receipt of any severance payments or benefits upon his or Qualified Termination under this Policy is subject to the Eligible Employee signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following the Eligible Employee’s Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Eligible Employee will forfeit any right to severance payments or benefits under this Policy. In no event will severance payments or benefits under the Policy be paid or provided until the Release actually becomes effective and irrevocable. Notwithstanding any other payment schedule set forth in this Policy or the Eligible Employee’s Participation Agreement, none of the severance payments and benefits payable upon such Eligible Employee’s Qualified Termination under this Policy will be paid or otherwise provided prior to the 60th day following the Eligible Employee’s Qualified Termination. Except as otherwise set forth in an Eligible Employee’s Participation Agreement or to the extent that payments are delayed under the paragraph below entitled “Section 409A,” on the first regular payroll pay day following the 60th day following the Eligible Employee’s Qualified Termination, the Company will pay or provide the Eligible Employee the severance payments and benefits that the Eligible Employee would otherwise have received under this Policy on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.

10. Section 409A: The Company intends that all payments and benefits provided under this Policy or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated thereunder (collectively, “Section 409A”) so

that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted in accordance with this intent. No payment or benefits to be paid to an Eligible Employee, if any, under this Policy or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until such Eligible Employee has a “separation from service” within the meaning of Section 409A. If, at the time of the Eligible Employee’s termination of employment, the Eligible Employee is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Eligible Employee will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following his or her termination of employment. The Company reserves the right to amend the Policy as it deems necessary or advisable, in its sole discretion and without the consent of any Eligible Employee or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Policy is a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will the Company reimburse any Eligible Employee for any taxes that may be imposed on him or her as a result of Section 409A.

11. Parachute Payments:

a. Reduction of Severance Benefits. Notwithstanding anything set forth herein to the contrary, if any payment or benefit that an Eligible Employee would receive from the Company or any other party whether in connection with the provisions herein or otherwise (the “Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (x) the full amount of such Payment or (y) such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Eligible Employee’s receipt, on an after-tax basis, of the greater amount notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Eligible Employee’s equity awards.

b. Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the Eligible Employee prior to the date on which the event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in parachute payments to the Eligible Employee at that time. For purposes of making the calculations required under these paragraphs relating to parachute payments, the firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith determinations concerning the application of the Code. The Company and the Eligible Employee will furnish to the firm such information and documents as the firm may reasonably request in order to make a determination under these paragraphs relating to parachute payments. The Company will bear all costs the firm may reasonably incur in connection with any calculations contemplated by these paragraphs relating to parachute payments. Any such determination by the firm will be binding upon the Company and the Eligible Employee, and the Company will have no liability to the Eligible Employee for the determinations of the firm.

12. Administration: The Policy will be administered by the Compensation Committee or its delegate (in each case, an “Administrator”). The Administrator will have full discretion to administer and interpret the Policy. Any decision made or other action taken by the Administrator with respect to the Policy and any interpretation by the Administrator of any term or condition of the Policy, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. The Administrator is the “plan administrator” of the Policy for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity.

13. Attorneys Fees: The Company and each Eligible Employee will bear their own attorneys’ fees incurred in connection with any disputes between them.

14. Exclusive Benefits: Except as may be set forth in an Eligible Employee’s Participation Agreement, this Policy is intended to be the only agreement between the Eligible Employee and the Company regarding any change in control or severance payments or benefits to be paid to the Eligible Employee on account of a termination of employment whether unrelated to, concurrent with, or following, a Change in Control. Accordingly, by executing a Participation Agreement, an Eligible Employee hereby forfeits and waives any rights to any severance or change in control benefits set forth in any employment agreement, offer letter, and/or equity award agreement, except as set forth in this Policy and in the Eligible Employee’s Participation Agreement.

15. Tax Obligations: All payments and benefits under this Policy will be paid less applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local and/or foreign taxes required to be withheld therefrom and

any other required payroll deductions. The Company will not pay any Eligible Employee’s taxes arising from or relating to any payments or benefits under this Policy. The Eligible Employee will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Policy, and the Eligible Employee will not be reimbursed by the Company for any such payments.

16. Term: Subject to the terms of this paragraph, this Policy will have an initial term of 3 years commencing on the Effective Date (the “Initial Term”). On the 3-year anniversary of the Effective Date and each one-year anniversary thereafter, this Policy automatically will renew for additional, one (1) year terms (each, an “Additional Term” and together with the Initial Term, the “Term”) unless the Board or the Compensation Committee, as applicable, decides to terminate this Policy in accordance with the terms of this Policy or the affected Eligible Employee consents to such termination. Any termination of this Policy by the Board or the Compensation Committee, as applicable, must be in writing and will be taken in a non-fiduciary capacity. Neither the lapse of this Policy by its terms nor the termination of this Policy by the Company will by itself constitute termination of employment or grounds for a Constructive Termination (as defined below). Further, if a Change in Control occurs when there are fewer than 6 months remaining during the Term, the Term will extend automatically through the date that is 18 months following the date of the Change in Control (unless the affected Eligible Employee consents to an earlier termination). Notwithstanding the foregoing, if during the Term, an initial occurrence of an act or omission by the company constituting the grounds for “Constructive Termination” in accordance with the definition herein has occurred (the “Initial Grounds”), and the expiration date of the Cure Period (as such defined herein) with respect to such Initial Grounds could occur following the expiration of the Term, the Term will extend automatically through the date that is 30 days following the expiration of the Cure Period, but such extension of the Term will only apply with respect to the Initial Grounds.

17. Amendment: The Board or the Compensation Committee may amend the Policy at any time, without advance notice to any Eligible Employee or other individual and without regard to the effect of the amendment on any Eligible Employee or on any other individual. Notwithstanding the preceding, (a) any amendment to the Policy that causes an individual to cease to be an Eligible Employee will not be effective with respect to any Qualified Termination unless it is both approved by the Administrator and communicated to the affected Eligible Employee(s) in writing at least 6 months prior to the effective date of the amendment, and (b) no amendment of the Policy will be made within 18 months following a Change in Control if such amendment or reduction would reduce the benefits provided hereunder or impair an Eligible Employee’s eligibility under the Policy (unless the affected Eligible Employee consents to such amendment). Any action to amend the Policy will be taken in a non-fiduciary capacity.

18. Claims Procedure: Any Eligible Employee who believes he or she is entitled to any payment under the Policy may submit a claim in writing to the Administrator. If the claim is denied (in full or in part), the claimant will be provided a written notice

explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also describe any additional information needed to support the claim and the Policy’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90-day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim.

19. Appeal Procedure: If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Administrator will provide written notice of the decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.

20. Successors: Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Policy and agree expressly to perform the obligations under the Policy in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Policy, the term “Company” will include any successor to the Company’s business and/or assets which becomes bound by the terms of the Policy by operation of law, or otherwise.

21. Applicable Law: The provisions of the Policy will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of California (but not its conflict of laws provisions).

22. Definitions: Unless otherwise defined in an Eligible Employee’s Participation Agreement, the following terms will have the following meanings for purposes of this Policy and the Eligible Employee’s Participation Agreement:

a. “Base Salary” means the Eligible Employee’s annual base salary as in effect immediately prior to his or her Qualified Termination (or if the termination is due

to a resignation in a Constructive Termination based on a material reduction in base salary, then the Eligible Employee’s annual base salary in effect immediately prior to such reduction) or, if the Eligible Employee’s Qualified Termination occurring following the Change in Control and such amount is greater, at the level in effect immediately prior to the Change in Control.

b. “Board” means the Board of Directors of the Company.

c. “Cause” means, with respect to an Eligible Employee, the occurrence of any of the following: (a) the Eligible Employee’s engaging in illegal or unethical conduct that was or is reasonably likely to be materially injurious to the business or reputation of the Company or its subsidiaries; (b) the Eligible Employee’s violation of a federal or state law or regulation materially applicable to the Company’s business; (c) the Eligible Employee’s material breach of the terms of any confidentiality agreement or invention assignment agreement between the Eligible Employee and the Company; (d) the Eligible Employee’s being convicted of, or entering a plea of nolo contendere to, a felony (other than a traffic violation) or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its subsidiaries; or (e) the Eligible Employee’s repeated failure to substantially perform his or her duties and responsibilities to the Company (or its successor, if applicable) after written notification by the Board of such failure and an opportunity to cure such failure within 30 days.

d. “Change in Control” means the occurrence of any of the following events:

(a) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, provided, that for this subsection, the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company, such event shall not be considered a Change in Control under this clause (a). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(b) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any 12-month period by Board members whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (b), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(c) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For this definition, persons will be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding anything in this clause (c) to the contrary, the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (1) a transfer to an entity controlled by the Company’s stockholders immediately after the transfer, or (2) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in clauses (a) or (c) of this definition.

(a) For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

(b) Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.

(c) Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

e. “Change in Control Period” will mean the period beginning 3 months prior to and ending 18 months following a Change in Control.

f. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

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

h. “Constructive Termination” means the Eligible Employee’s resignation in accordance with the next sentence after the occurrence of one or more of the following events without the Eligible Employee’s express written consent: (a) a material reduction of the Eligible Employee’s duties, position or responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a Change in Control but is not made the Chief Executive Officer of the acquiring corporation) will not constitute a “Constructive Termination” if the Eligible Employee’s duties, position and responsibilities within the AppDynamics business remain materially the same; (b) a material reduction of more than 10% of the Eligible Employee’s then-current Base Salary (other than as part of an across-the-board proportional salary reduction applicable to all officers of the Company and approved by the Board or the Compensation Committee); (c) a relocation of the Company’s principal corporate offices to a location greater than 35 miles from its current location; and (d) the failure of the Company to obtain the assumption of the material obligations of the Eligible Employee’s employment offer letter (or employment agreement) with the Company by any successors. In order for the Eligible Employee’s resignation to be a Constructive Termination, the Eligible Employee must not resign without first providing the Company with written notice of the acts or omissions constituting the grounds for a “Constructive Termination” within 60 days of the initial existence of the grounds for a “Constructive Termination” and a cure period of 30 days following the date of written notice (the “Cure Period”), such grounds must not have been cured during such time, and the Eligible Employee must terminate his or her employment within 30 days following the Cure Period.

i. “Disability” means the total and permanent disability as defined in Section 22(e)(3) of the Code unless the Company maintains a long-term disability plan at the time of the Eligible Employee’s termination, in which case, the determination of disability under such plan also will be considered “Disability” for purposes of this Policy.

j. “Exchange Act” means the Securities and Exchange Act of 1934, as amended.

k. “Qualified Termination” has the meaning set forth in the Eligible Employee’s Participation Agreement.

23. Additional Information:

Plan Name:	AppDynamics, Inc. Change in Control and Severance Policy
Plan Sponsor:	AppDynamics, Inc.
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
Identification Numbers:
Plan Year:	Company’s Fiscal Year
Plan Administrator:	AppDynamics, Inc.
	Attention: Administrator of the AppDynamics, Inc. Change in Control and Severance Policy
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
Agent for Service of
Legal Process:	AppDynamics, Inc.
	Attention: General Counsel
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
	Service of process may also be made upon the Plan Administrator.
Type of Plan	Severance Plan/Employee Welfare Benefit Plan
Plan Costs	The cost of the Policy is paid by the Company.

24. Statement of ERISA Rights:

Eligible Employees have certain rights and protections under ERISA:

They may examine (without charge) all Policy documents, including any amendments and copies of all documents filed with the U.S. Department of Labor, such as the Policy’s annual report (Internal Revenue Service Form 5500). These documents are available for review in the Company’s Human Resources Department.

They may obtain copies of all Policy documents and other Policy information upon written request to the Plan Administrator. A reasonable charge may be made for such copies.

In addition to creating rights for Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the Policy. The people who operate the Policy (called “fiduciaries”) have a duty to do so prudently and in the interests of Eligible Employees. No one, including the Company or any other person, may fire or otherwise discriminate against an Eligible Employee in any way to prevent them from obtaining a benefit under the Policy or exercising rights under ERISA. If an Eligible Employee’s claim for a severance benefit is denied, in whole or in part, they must receive a written explanation of the reason for the denial. An Eligible Employee has the right to have the denial of their claim reviewed. (The claim review procedure is explained above.)

Under ERISA, there are steps Eligible Employees can take to enforce the above rights. For instance, if an Eligible Employee requests materials and does not receive them within 30 days, they may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay the Eligible Employee up to $110 a day until they receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If an Eligible Employee has a claim which is denied or ignored, in whole or in part, he or she may file suit in a state or federal court. If it should happen that an Eligible Employee is discriminated against for asserting their rights, he or she may seek assistance from the U.S. Department of Labor, or may file suit in a federal court.

In any case, the court will decide who will pay court costs and legal fees. If the Eligible Employee is successful, the court may order the person sued to pay these costs and fees. If the Eligible Employee loses, the court may order the Eligible Employee to pay these costs and fees, for example, if it finds that the claim is frivolous.

If an Eligible Employee has any questions regarding the Policy, please contact the Plan Administrator. If an Eligible Employee has any questions about this statement or about their rights under ERISA, they may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in the telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. An Eligible Employee may also obtain certain publications about their rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Exhibit B

Participation Agreement for Change in Control and Severance Policy

This Participation Agreement (“Agreement”) is made and entered into by and between Bhaskar Sunkara on the one hand, and AppDynamics, Inc. (the “Company”) on the other.

You have been designated as eligible to participate in the Policy, a copy of which is attached hereto, pursuant to which you are eligible to receive the following severance payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy.

Qualified Termination means either (i) a termination of your employment by the Company (or any of its subsidiaries) other than for Cause, death, or Disability or by you due to a Constructive Termination, in either case, during the Change in Control Period (a “CIC Qualified Termination”) or (ii) a termination of your employment by the Company (or any of its subsidiaries) other than for Cause, death, or Disability outside the Change in Control Period (a “Non-COC Qualified Termination”).

Non-CIC Qualified Termination

• Equity Vesting: None.

• Salary Severance: Your percentage of Base Salary will be 100%, payable in a lump-sum.

• Bonus Severance: None.

• COBRA Coverage: The Company will pay for your COBRA continuation coverage (or COBRA Replacement Payments, as applicable) for up to 12 months.

CIC Qualified Termination

• Equity Vesting: Your equity vesting benefit will be 100%.

• Salary Severance: Your percentage of Base Salary will be 100%, payable in a lump-sum on the 61^st day following your Qualified Termination.

• Bonus Severance: You will receive (i) a lump-sum payment equal to a pro-rata portion (based on the number of full months you have worked during applicable performance period divided by the total number of months in such performance period) of any earned annual bonus for the fiscal year in which your Qualified Termination occurs, which will be payable at the same time other similarly situated employees of the Company receive bonus payments for the fiscal year but in no event later than 15^th day of the third month following the end of the Company’s fiscal year following your Qualified Termination, and (ii) a lump-sum payment equal to 100% of your target annual bonus as in effect for the fiscal year in which your Qualified Termination occur payable on the 61^st day following your Qualified Termination.

• COBRA Coverage: The Company will pay for your COBRA continuation coverage (or COBRA Replacement Payments, as applicable) for up to 12 months.

Non-Duplication of Payment or Benefits

If (i) an Eligible Employee’s Qualified Termination occurs prior to a Change in Control that qualifies him or her for severance payments and benefits payable on a Non-CIC Qualified Termination under this Policy and the Agreement and (ii) a Change in Control occurs within the

3-month period following the Eligible Employee’s Qualified Termination that qualifies him or her for the severance payments and benefits payable on a CIC Qualified Termination under this Policy, then (i) the Eligible Employee will cease receiving any further payments or benefits under this Policy in connection with his or her Non-CIC Qualified Termination and (ii) the Equity Vesting, Salary Severance and COBRA Coverage (or COBRA Replacement Payments), as applicable, otherwise payable on a CIC Qualified Termination under this Agreement each will be offset by the corresponding payments or benefits already paid under this Participation Agreement upon a Non-CIC Qualified Termination.

Other Provisions

Except as set forth in this paragraph, you agree that the Policy and the Agreement constitute the entire agreement of the parties hereto and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and will specifically supersede any severance and/or change in control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. Notwithstanding the foregoing, any provision in your existing offer letter and/or equity award agreement with the Company that provides for vesting of your restricted stock units upon certain qualifying terminations of employment occurring prior to a “change in control” (or similar term as defined in the applicable letter or agreement) or the first date that you would be permitted to sell the Company’s securities following an initial public offering of the Company’s stock will not be superseded by the Policy or this Agreement, and will continue in full force and effect pursuant to its existing terms. For the avoidance of doubt, any vesting acceleration in your existing offer letter and/or equity award agreement with the Company occurring upon certain qualifying terminations of employment occurring in connection with or following a “change in control” (or similar term as defined in the applicable letter or agreement) will be superseded by the Policy and this Agreement.

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer effective as of the last date set forth below.

APPDYNAMICS, INC.	ELIGIBLE EMPLOYEE
By:	Signature:
Name:	Name:
Date:	Date:

Exhibit C

SECTION 7 OF THE DEFEND TRADE SECRETS ACT OF 2016

“ … An individual 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 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…. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

EX-10.14

Exhibit 10.14

October 30, 2012

Dear Joe,

It is with great pleasure that I offer you the position of President, Worldwide Field Operations at AppDynamics, Inc. (the “Company”). If you decide to join us, you will receive a monthly salary of $25,000 ($300,000 annualized), which will be paid semi-monthly in accordance with the Company’s normal payroll procedures. As an executive officer, you will also be eligible to receive all employee benefits to which our senior-most Company executives are entitled, including health insurance and paid vacation time.

In addition to your base salary and benefits, you will be eligible to receive an annual cash bonus of up to $200,000 in the aggregate (paid in four quarterly installments over the year and pro rated for your first year of employment) based upon the achievement of mutually agreed upon MBOs and revenue targets established by you and the Board of Directors (the “Board”). Your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least two weeks’ notice.

Furthermore, if you decide to join the Company, the Company will pay you a signing bonus in the amount of $200,000 on the first regular payroll period following your start date; provided that such signing bonus shall be subject to the following condition: in the event you are terminated by the Company for Cause or you voluntarily resign from the Company prior to the one (1) year anniversary of your start date with the Company, in either case prior to a Change in Control (as defined in the Company’s 2008 Stock Plan and Stock Option Agreement (the “Plan”)), then you shall be required to repay a pro-rated portion of this signing bonus. The amount of such pro-rated repayment shall be equal to the product of $16,667 and a number which is equal to twelve (12) minus the number of whole months you were employed by the Company. Such amount may be offset against any wages or bonuses otherwise due to you.

If you decide to join the Company, it will be recommended to the Board within seven (7) days of your start date that the Company grant you an option to purchase 2,429,474 shares of the Company’s Common Stock, which represents 3% of the Company’s fully diluted outstanding share capitalization as of the date of this offer letter (the “Primary Grant”). 25% of the shares subject to the Primary Grant shall vest 12 months after your employment start date with the Company, subject to your continuing employment with the Company, and no shares shall vest before such date. The remaining shares shall vest monthly over the next 36 months in equal monthly amounts subject to your continuing employment with the Company. In addition, it will be recommended to the Board within seven (7) days of your start date that the Company grant you additional option grants which shall vest based on the achievement of certain milestones (each a “Milestone Grant” and, collectively with the Primary Grant, the “Option Grants”), as follows:

Joe Sexton

October 30, 2012

Page 2

• The first Milestone Grant will be for 202,456 shares of the Company’s Common Stock (or, 0.25% of the Company’s fully diluted outstanding share capitalization as of the date of this offer letter) and shall vest as follows: In the event the Company achieves either (i) $85,0000,000 in total bookings during the 24-month period beginning as of February 1, 2012 and ending on January 31, 2014, or (ii) $55,000,000 in total bookings during the 12-month period beginning as of February 1, 2013 and ending on January 31, 2014, then, subject in either case to your continuing employment with the Company, the shares subject to such Milestone Grant shall vest monthly over 48 months in equal monthly installments from your employment start date with the Company, with the effect that it will be partially vested when the performance goal is achieved, and

• The second Milestone Grant will be for an additional 202,456 shares of the Company’s Common Stock (or, 0.25% of the Company’s fully diluted outstanding share capitalization as of the date of this offer letter) and shall vest as follows: In the event the Company achieves $100,000,000 in total bookings for a trailing 12-month period at any time beginning as of February 1, 2014 and ending on January 31, 2015, then, subject to your continuing employment with the Company, the shares subject to such Milestone Grant shall vest monthly over 48 months in equal monthly installments from your employment start date with the Company, with the effect that it will be partially vested when the performance goal is achieved.

The exercise price per share of the Option Grants shall be equal to the fair market value per share of the Common Stock on the date they are granted, as determined by the Board. The Option Grants shall be subject to the terms and conditions of the Plan, including vesting requirements. It will be recommended that the Option Grants be granted subject to early exercise at your election.

Notwithstanding the foregoing and subject to your execution and non-revocation of a standard release of claims in favor of the Company (or its successor), (i) in the event that your employment is terminated by the Company without Cause (as defined below) or you terminate your employment with the Company as the result of a Constructive Termination (as defined below), then the Company shall pay you an amount equal to six (6) months of your base salary in effect immediately prior to the termination of your employment, and (ii) in the event that your employment is terminated by the Company without Cause (as defined below) or you terminate your employment with the Company as the result of a Constructive Termination (as defined below), in either case upon or within the period that is three (3) months before or twelve (12) months after a Change in Control (as defined in the Plan), then, (a) the Company shall pay you an amount equal to twelve (12) months of your base salary in effect immediately prior to the termination of your employment and any bonus amounts

Joe Sexton

October 30, 2012

Page 3

earned up to the date of such termination, but not yet paid and (b) 100% of the unvested shares subject to the Option Grants shall vest and become exercisable immediately prior to such Change in Control. In addition, subject to your execution and non-revocation of a standard release of claims in favor of the Company (or its successor), in the event that your employment is terminated by the Company without Cause (as defined below) at any time within the first twelve (12) months after your employment start date with the Company, then 12.5% of the shares subject to the Primary Grant shall vest and become exercisable immediately upon such termination. To the extent that you have early exercised any portion of your options, the acceleration provisions set forth in this paragraph shall apply to the restricted stock you receive as a result of your early exercise.

“Cause” shall mean: (i) your engaging in illegal or unethical conduct that was or is reasonably likely to be materially injurious to the business or reputation of the Company or its affiliates; (ii) your violation of a federal or state law or regulation materially applicable to the Company’s business; (iii) your material breach of the terms of any confidentiality agreement or invention assignment agreement between you and the Company; (iv) your being convicted of, or entering a plea of nolo contendere to, a felony (other than a traffic violation) or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates; or (v) your repeated failure to substantially perform your duties and responsibilities to the Company (or its successor, if applicable) after written notification by the Board of Directors of such failure and a reasonable opportunity to cure such failure within 30 days.

“Constructive Termination” shall mean any of the following, without your express written consent: (i) a reduction of your duties, position or responsibilities to a level below that of a Senior Vice President of the Company; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the President of the Company remains as such following a Change of Control but is not made the President of the acquiring corporation) shall not constitute a “Constructive Termination”; (ii) a reduction of more than ten percent (10%) of your then-current base salary (other than as part of an across-the-board, proportional salary reduction applicable to all executive officers of the Company and approved by the Board of Directors of the Company); (iii) a material reduction by the Company in the kind or level of employee benefits to which you are entitled immediately prior to such reduction with the result that your overall benefits package is significantly reduced (unless such reduction constitutes an across-the-board reduction, applicable to all executive officers of the Company and approved by the Board of Directors of the Company); (iv) a relocation of the Company’s principal corporate offices to a location greater than 50 miles from its current location; and (v) the failure of the Company to obtain the assumption of the material obligations of your employment offer letter with the Company or of this Agreement by any successors.

Joe Sexton

October 30, 2012

Page 4

The Company is excited about your joining and looks forward to a beneficial and productive relationship. Nevertheless, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least two weeks notice.

The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case and you have provided the Company all agreements with your current employer that might limit the manner in which you may be employed. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information. As a Company employee, you will be expected to abide by the Company’s rules and standards. Specifically, you will be required to sign an acknowledgment that you have read and that you understand the Company’s rules of conduct which are included in the Company Handbook, which the Company will soon complete and distribute.

As a condition of your employment, you are also required to sign and comply with an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company, and non-disclosure of Company proprietary information. In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that (i) any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration, (ii) you are waiving any and all rights to a jury trial but all court remedies will be available in arbitration,

Joe Sexton

October 30, 2012

Page 5

(iii) all disputes shall be resolved by a neutral arbitrator who shall issue a written opinion, (iv) the arbitration shall provide for adequate discovery, and (v) the Company shall pay all the arbitration fees, except an amount equal to the filing fees you would have paid had you filed a complaint in a court of law. Please note that we must receive your signed At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement before your first day of employment.

To accept the Company’s offer, please sign and date this letter in the space provided below. A duplicate original is enclosed for your records. If you accept our offer, your first day of employment will be November 14, 2012. This letter, along with the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement, set forth the terms of your employment with the Company and supersede any prior representations or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by either the President or the Chief Executive Officer of the Company and you. This offer of employment will terminate if it is not accepted, signed and returned by November 2, 2012.

Joe Sexton

October 30, 2012

Page 6

We look forward to your favorable reply and to working with you at AppDynamics, Inc.

Sincerely,
AppDynamics, Inc.
By	/s/ Jyoti Bansal
	Jyoti Bansal
	Chief Executive Officer

Accepted:	/s/ Joe Sexton
	Joe Sexton

Date: 10/31/2012

Enclosures:

Duplicate Original Letter

At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement

EX-10.15

Exhibit 10.15

December 10, 2014

Mr. Jyoti Bansal

Via Electronic Mail

Dear Jyoti:

As you know, AppDynamics, Inc. (the “Company”) previously entered into an employment offer letter with you dated May 22, 2008, which was amended and restated as of January 30, 2014 (together, the “Prior Offer Letter”). The Company would like to amend and restate the Prior Offer Letter as set forth herein (the “Restated Offer Letter”). If you decide to accept this Restated Offer Letter, you will be eligible for the benefits, and be subject to the obligations, set forth herein.

You currently serve as the Chief Executive Officer of the Company and as a member of the Company’s Board of Directors (the “Board”). As you know, the Company has commenced a search for a new Chief Executive Officer of the Company (the “CEO Search”). You and the Board have agreed to the candidate profile specification for the new CEO, which is attached hereto as Exhibit A (the “CEO Spec”). As part of the CEO Search, the Company has formed a Search Committee (comprised of members of the Board), the purpose of which shall be (x) to manage the CEO selection process, (y) to vet candidates for the Chief Executive Officer position in accordance with the CEO Spec and (z) to find a CEO who, once hired, will work as a partner to you. A new CEO will be hired with the spirit of partnership with you and a reporting structure as detailed in the CEO Spec, to set a peer relationship between you and the new CEO. You will be a member of the Search Committee and, as such, you agree to be actively engaged in the CEO Search process and to act in good faith to secure the best candidate as expeditiously as possible. You will possess reasonable veto authority over any CEO candidate.

You will serve as the Company’s Chief Executive Officer until the new CEO is hired, after which time your title shall be Founder, Executive Chairman and Chief Strategist of the Company. Your responsibilities are further outlined in the CEO Spec. The Company agrees that it shall not change your title, once you hold it, or scope of your responsibility as outlined in the CEO Spec, unless (x) you are involuntarily terminated by the Company, (y) you otherwise cease to remain a full-time employee of the Company or (z) you voluntarily resign such title or change your scope of responsibility. The new CEO will report to the Board, with you as Executive Chairman of the Board. The Executive Chairman is the leader of the Board and the highest ranking person on the Board and in the Company. You will report to the new CEO in your role as Chief Strategist. Moreover, your position as Executive Chairman of the Board shall be one you shall solely occupy (and from which you cannot be removed) for 3.5 years from the date of hire of the new CEO, unless (x) you are involuntarily terminated for Cause (as defined below), (y) you cease to remain a full-time employee of the Company or (z) you voluntarily relinquish

such role. In furtherance of your intended long-term service on the Board as Executive Chairman, the Company will elect you as a Class III Director (or, the Class of Director up for re-election the farthest year out) in the event the Company classifies its Board in connection with becoming a public company.

You will continue to receive a monthly salary of $20,833.33 ($250,000 annualized), which will be paid semi-monthly in accordance with the Company’s normal payroll procedures. As an executive officer, you will also be eligible to receive all employee benefits to which our senior-most Company executives are entitled, including health insurance and paid vacation time. You should note that the Company may modify benefits from time to time as it deems necessary however, your benefits shall not be modified unless they are similarly modified for all other executive officers. In addition to your base salary and benefits, you will be eligible to receive an annual cash bonus, the expected value of which for this year is $200,000 in the aggregate based upon the achievement of mutually agreed upon MBOs and revenue targets established by you and the Board. A similar annual cash bonus plan with mutually agreed MBOs and revenue targets shall be offered to you each calendar year by April 1. You will be eligible for increases (but not decreases without your consent) in your salary and bonus amounts from time-to-time as determined by the Company’s Board. Your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, subject to the terms of Restated Offer Letter, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least two weeks’ notice.

As you know, you were granted 6,720,000 shares of the Company’s common stock (the “Common Stock”) (on a pre-forward split basis) as of April 24, 2008 (the “April 2008 Grant”), in respect of which the Company’s repurchase option has lapsed in its entirety. In addition, you were granted (x) on November 11, 2011 an option to purchase 973,506 shares of the Company’s Common Stock (on a pre-forward split basis) (the “November 2011 Grant”) and (y) on January 30, 2014 an option to purchase 4,236,933 shares of the Company’s Common Stock (post-split) (the “January 2014 Grant”), both of which grants you early exercised, and in each case a portion of which is still subject to the Company’s right of repurchase. If you decide to accept this Restated Offer Letter, it will be recommended to the Board that the Company grant you a restricted stock unit award of 1.7% of the Company’s fully-diluted outstanding share capitalization as of the date hereof, or 1,923,528 shares (post-split) of the Company’s Common Stock (the “RSU”). The RSUs shall vest in accordance with the terms of that certain Restricted Stock Unit Award Agreement, attached to this Restated Offer Letter. Such vesting attributes will include (1) straight-line four-year monthly vesting commencing as of November 19, 2014 with a cliff trigger tied to the date that the new CEO commences employment with the Company, (2) the requirement of your full-time employment with the Company, and (3) full “double trigger” vesting acceleration upon a change of control of the Company and (4) six (6) months of acceleration upon an involuntary termination without Cause (as defined below). The RSU shall

be subject to the terms and conditions of the Company’s 2008 Stock Plan (the “Plan”) and Restricted Stock Unit Award Agreement. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or employment.

Notwithstanding the foregoing and subject to your execution and non-revocation of a standard release of claims in favor of the Company (or its successor) within 45 days after your employment ends, in the event that your employment is terminated by the Company without Cause (as defined below) or you terminate your employment with the Company as the result of a Constructive Termination (as defined below), in either case at any time in connection with or after a Change in Control (as defined in the Plan), then, (i) the Company shall pay you a single lump sum cash payment in an amount equal to twelve (12) months of your base salary in effect immediately prior to the termination of your employment and any bonus amounts earned up to the date of such termination, but not yet paid, (ii) the Company shall pay your reasonable COBRA health insurance premiums for you and your covered dependents for a period of twelve (12) months immediately following your employment termination date and (iii) 100% of the unvested portion of any equity awards granted to you that vest solely based on continued status as a Service Provider shall vest and become exercisable.

Further, subject to your execution and non-revocation of a standard release of claims in favor of the Company (or its successor) within 45 days after your employment ends, in the event that your employment is terminated by the Company at any time without Cause (as defined below) (and outside of the context of a Change in Control (as defined in the Plan)), the Company shall pay you a single lump sum cash payment in an amount equal to six (6) months of your base salary in effect immediately prior to the termination of your employment and any bonus amounts earned up to the date of such termination, but not yet paid and the number of Restricted Stock Units that are vested as of the date of such termination shall be calculated as if you had completed an additional six (6) months of continuing status as a full-time employee.

For avoidance of doubt, the expiration and forfeiture of any unvested equity awards and the Company’s repurchase rights under the documents governing the November 2011 Grant, January 2014 Grant and the RSU (collectively the “Equity Agreements”) or similar documents, as applicable, will be tolled as necessary to permit any acceleration contingent upon a release. The Company’s repurchase rights, if any at the time, with respect to the November 2011 Grant and the January 2014 Grant shall be automatically exercised on the 90th day after termination of your employment unless waived by the Board prior to such date.

“Cause” shall mean: (i) your engaging in illegal or unethical conduct that was or is reasonably likely to be materially injurious to the business or reputation of the Company or its affiliates; (ii) your violation of a federal or state law or regulation materially applicable to the Company’s business; (iii) your material breach of the terms of any confidentiality agreement or invention assignment agreement between you and the Company; (iv) your being convicted of, or entering a plea of nolo contendere to, a felony (other than a traffic violation) or committing any act of

moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates; or (v) your repeated failure to substantially perform your duties and responsibilities to the Company (or its successor, if applicable) after written notification by the Board of such failure and a reasonable opportunity to cure such failure within 30 days.

“Constructive Termination” shall mean any of the following, without your express written consent: (i) a reduction of your duties, position or responsibilities to a level below that of your then current executive position with the Company; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Strategist of the Company remains as such following a Change of Control but is not made the Chief Strategist of the acquiring corporation) shall not constitute a “Constructive Termination” if your duties, position and responsibilities within the AppDynamics business unit remain materially the same; (ii) a reduction of more than ten percent (10%) of your then-current base salary (other than as part of an across-the-board, proportional salary reduction applicable to all executive officers of the Company and approved by the Board); (iii) a material reduction by the Company in the kind or level of employee benefits to which you are entitled immediately prior to such reduction with the result that your overall benefits package is significantly reduced (unless such reduction constitutes an across-the-board reduction, applicable to all executive officers of the Company and approved by the Board); (iv) a relocation of the Company’s principal corporate offices to a location greater than 50 miles from its current location; and (v) the failure of the Company to obtain the assumption of the material obligations of this Restated Offer Letter by any successors.

You agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third party confidential information to the Company, and that in performing your duties for the Company you will not in any way utilize any such information.

As a Company employee, you will be expected to abide by the Company’s written rules and policies a copy of which shall be given to you. Such rules and policies shall not conflict or limit the rights granted to you by this Restated Offer Letter.

You acknowledge you have signed and will comply with an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement (the “CIIAA”) attached to this Amended and Restated Employment Offer Letter., Notwithstanding the terms of the CIIAA, it is agreed by the Company that you may investigate, research or work on ideas, business concepts, and technology that are unrelated to the Company’s business, or actual or demonstrably anticipated research and development (herein “Research”) while you remain a full-time

employee of the Company and in the position of Founder, Executive Chairman and Chief Strategist. Such Research may be done at any time throughout the day and at any place whether at the Company or some other location and regardless if you are simultaneously working on other matters for the Company. For such Research, you shall use your own laptop, other electronic devices and hardware and software. You and the Company agree that the second sentence of Section 3.E. of the CIIAA shall be deleted. In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that we will follow the arbitration provisions and procedures set forth in Section 12 of the CIIAA, including in part that (i) any and all disputes between you and the Company shall be fully and finally resolved by binding arbitration with such arbitration to occur in San Francisco, California, (ii) you are waiving any and all rights to a jury trial but all court remedies will be available in arbitration, (iii) all disputes shall be resolved by a panel of three arbitrators (each side shall select an arbitrator and the two arbitrators shall select the third) if the Company is the initial party filing a claim and one arbitrator, if you are the initial party filing the claim who shall issue a written opinion (iv) the arbitration shall provide for adequate discovery as required by the JAMS Rules for Employment Disputes and (v) the Company shall pay all the arbitration fees, except an amount equal to the filing fees you would have paid had you filed a complaint in a court of law.

To accept the Company’s offer, please sign and date this letter in the space provided below. A duplicate original is enclosed for your records. This letter, along with the At-Will Employment, Confidential Information, Invention

Assignment and Arbitration Agreement (as modified herein) and the Equity Agreements, set forth the terms of your employment with the Company and supersede the Prior Offer Letter and any other prior representations or agreements, whether written or oral. This Restated Offer Letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by a member of the Board (on behalf of the Board) and you that specifically mentions this Restated Offer Letter and that its provisions are being modified or amended.

The Company agrees to pay reasonable and documented attorneys’ fees for advice and preparation of this Restated Offer Letter. The documented bills may be redacted to protect attorney-client communications and work product.

We look forward to your favorable reply and to continuing to work with you at AppDynamics, Inc.

Sincerely, AppDynamics, Inc.
By	/s/ Asheem Chandna
	Asheem Chandna
	Member, Board of Directors
By	/s/ Ravi Mhatre
	Ravi Mhatre
	Member, Board of Directors

Accepted:	/s/ Jyoti Bansal
	Jyoti Bansal
Date:

Enclosures:

Exhibit A – Profile Specification for CEO

Duplicate Original Letter

At Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement

Restricted Stock Unit Award Agreement

Exhibit A – Profile Specification for CEO

AppDynamics was founded in 2008 by Jyoti Bansal. Today, AppDynamics is one of the fastest growing pre-IPO enterprise software companies, and is at a run-rate of $160M+ of annualized bookings, 500+ employees, and 1,500+ enterprise customers. The company has triple-digit annualized bookings growth rate, and raised the last round of financing at over a billion dollar company valuation. AppDynamics has defined a very large category of Application Intelligence with a potential TAM of $25B - $30B. Jyoti’s vision is to grow AppDynamics into the next great software platform company, with $1B+ of annual revenues by 2020, and $5B+ of annual revenues after that.

AppDynamics is looking for an experienced executive leader to join as CEO, in a very special role to work in close partnership with Jyoti. The new CEO will be Yin to Jyoti’s Yang, and this will be a role where the two work together as close partners to fulfill the vision of building the next great software company.

Jyoti will lead the company’s vision, strategy and product innovation as Founder, Executive Chairman and Chief Strategist. The new Chief Executive Officer will lead the company with operational excellence as AppDynamics scales into a public $1B+ revenue company.

The following functions will report directly to the new CEO:

• Sales

• Marketing

• Finance and Investor Relations

• Legal, HR and Operations

• Customer Support and Services

The following functions will report directly to Jyoti:

• R&D

• Strategy

• Product Management

• Product Marketing

• Technical Operations

The two executives will partner closely together. The new CEO will report to the board of directors, with Jyoti Bansal as Executive Chairman of the board of directors. The Executive Chairman is the leader of the Board of Directors and the highest ranking person on the Board and in the company. Jyoti will report to the new CEO in his role as Chief Strategist.

Candidate Profile:

• Strong operational and general management experience. Proven success in growing organizations with high degrees of excellence. High intellect, demonstrated analytical capabilities, and a strong educational background (science, engineering, legal, finance, or other).

• Strong leadership capabilities including demonstrated follower-ship and exceptional recruiting.

• Experience at public companies, including experience with public markets.

• High intellectual flexibility. AppDynamics is in a very rapidly changing industry dynamic and intellectual flexibility to learn new things, ability to build and adapt to disruptively new playbooks is extremely key.

• Low-ego and down-to-earth. AppDynamics is looking for someone who has consistently been described by co-workers and employees as very low-ego, down-to-earth and humble throughout their careers.

• Have a “connect and inspire” instead of “command and control” organizational leadership style.

• Ability to fit within an innovation-driven culture. Culturally, AppDynamics is closer to Google in culture with a heavy focus on building great products and making customers very successful. The ability to continue that cultural foundation and build on it, will be key to AppDynamics becoming a $1B+ revenue company.

• Bold and big-thinking. We have a big and bold vision at AppDynamics. The new CEO must be the kind of person who is comfortable and is excited about leading an organization towards a big goal.

• Long-term thinking. The new CEO must be comfortable with balancing short-term results, without losing sight from longer-term company and category building.

• Strong communicator, both internally with employees and the board, and externally with customers, investors, etc.

EX-10.16

Exhibit 10.16

TRANSITION, SEPARATION AND GENERAL RELEASE AGREEMENT

This Transition, Separation and General Release Agreement (“Agreement”) is made by and between Joseph Sexton (“Employee”) and AppDynamics, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

RECITALS

WHEREAS, Employee currently is employed by the Company as its President of Worldwide Field Operations pursuant to an offer letter dated October 31, 2012 (the “Offer Letter”);

WHEREAS, Employee signed an At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement with the Company on October 31, 2012 (the “Confidentiality Agreement” and together with the Offer Letter, the “Employment Agreements”);

WHEREAS, the Company granted Employee the equity awards covering shares of the Company’s common stock listed on Exhibit A attached hereto (each, an “Equity Award”), each subject to the terms and conditions of the Company’s 2008 Stock Plan (the “Plan”) and an award agreement between the Company and Employee (collectively, the “Stock Agreements”);

WHEREAS, effective January 31, 2017 (the “Transition Date”), Employee will cease providing services in a full-time role;

WHEREAS, the Company desires for Employee to remain employed with the Company following the Transition Date in a part-time transition role through the Actual Termination Date (as defined in Section 1(c) below) (such period, the “Transition Period”); and

WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company.

NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:

COVENANTS

1. Transition; Termination Date; Employment Status.

(a) Transition. From the Effective Date through the Actual Termination Date, the Parties agree that Employee will continue to be employed with the Company pursuant to the current terms of the Employment Documents, as amended by this Agreement. On the Transition Date (or, the Actual Termination Date, if earlier), Employee will be deemed to have resigned from his employment as an officer of the Company and its subsidiaries voluntarily, without any further required action on Employee’s part; provided however, if the Company requests, Employee will execute any documents necessary to reflect his resignation.

(b) Transition Period Role. During the Transition Period, Employee will be employed by the Company on part-time basis of no more than 20 hours per week on average, reporting to the Company’s President and Chief Executive Officer. Employee’s responsibilities during the Transition Period shall include advising on the Company’s go-to-market activities and such other activities as may be reasonably requested by the Company. For the duration of the Transition Period, Employee agrees (i) not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Company which shall not be unreasonably withheld, other than the relationships set forth on Exhibit B, and (ii) to abide by all Company policies and adhere to all obligations under previous agreements Employee has with the Company.

(c) Termination Date. Employee’s employment with the Company will terminate on January 31, 2018 (the “Expected Termination Date”), or earlier as provided in Section 1(h) (the date of Employee’s actual termination of employment with the Company, the “Actual Termination Date”).

(d) Base Salary. Prior to the beginning of the Transition Period, Employee will continue to receive his current base salary at a rate of $300,000 annually (payable in accordance with the Company’s normal payroll procedures). During the Transition Period, Employee will receive a base salary at a rate of $100,000 annually (payable in accordance with the Company’s normal payroll procedures).

(e) Bonus. Employee will be eligible to receive his quarterly cash bonus through the second quarter of fiscal 2017, subject to the terms and conditions of the bonus plan governing that bonus opportunity and such bonus will be paid within 60 days of the end of the quarter. Employee will not be eligible to receive any cash bonus payments during his remaining employment term with the Company (including, for the avoidance, during the Transition Period).

(f) Benefits. As an employee of the Company, Employee will continue to participate in the Company’s benefit programs in accordance with their respective terms and conditions. It is the expectation of the Parties that as of the Transition Date, Employee and his eligible dependents will no longer be eligible to participate in the Company’s health plan unless Employee and his eligible dependents timely eligible to continue coverage through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed by COBRA. If so elected, the Company will reimburse Employee for the premiums necessary to continue group health insurance benefits for Employee and his eligible dependents (the “COBRA Premium Reimbursements”) following the Effective Date until the earliest of (i) the end of the Transition Period, (ii) the Actual Termination Date, (iii) the date upon which Employee and Employee’s dependents become covered under another employer’s group health plan, or (iv) the date the Company determines in good faith that it cannot provide the COBRA Premium Reimbursements without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act).

(g) Equity. Employee will continue to vest in his outstanding Equity Awards pursuant to the terms and conditions of the Stock Agreements until December 31, 2016. As of such date, Employee will be vested in 100% of his stock options and will have met the time-based vesting requirement for 156,250 of his restricted stock units. As of December 31, 2016, any portion of Employee’s outstanding Equity Awards for which Employee has not satisfied the applicable time-based vesting requirements, the Revenue Condition (as described in Section 3(a) of the Restricted Stock Unit Award Agreement between the Company and Employee dated December 8, 2015 (the “2015 RSU Agreement”), or any other performance condition except for the occurrence of (i) a Change in Control (as defined in the Plan) or (ii) the first date following the expiration of all lockup and blackout periods following the Company’s Initial Public Offering (as defined in the Plan) ((i) and (ii) in this Section 1(g) are referred to collectively as the “Liquidity Condition”) will immediately be forfeited and the underlying shares subject thereto returned to the Company. For the avoidance of doubt, for any Equity Awards that are restricted stock units for which the time-based condition vesting condition, Revenue Condition, or other performance condition (other than a Liquidity Condition) but

not the Liquidity Condition has been satisfied as of December 31, 2016, that portion shall remain outstanding and be eligible to vest in accordance with the terms and conditions of the Stock Agreements, subject to Section 1(h) of this Agreement. For the further avoidance of doubt, any vesting acceleration provisions in any equity agreement regarding accelerated vesting in connection with a Change in Control shall remain applicable.

(h) Employment Status. This Agreement does not alter Employee’s status as an “at-will” employee and Employee is free to terminate his employment at any time prior to the Expected Termination Date, for any reason or no reason. Similarly, the Company is free to terminate Employee’s employment at any time prior to the Expected Termination Date, for any reason or for no reason.

(i) However, in the event Employee’s employment is terminated by the Company without Cause (as defined in the Offer Letter) prior to the Transition Date, Employee shall be entitled to (A) those severance benefits outlined in the Offer Letter based on the circumstances of Employee’s termination of employment with the Company and (B) extension of the post-termination exercise period for his vested and outstanding stock options until the earlier of (x) the original expiration date of such suck stock options or (y) the first date that is 6 months following the expiration of the lockup period following the initial public offering of the Company’s securities, and subject to earlier termination as set forth in Section 11 of the Plan. Employee acknowledges and agrees that pursuant to the regulations governing incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), any stock options that are incentive stock options shall not be treated as incentive stock options (notwithstanding that they may have been designated as incentive stock options) and shall be treated for tax purposes as a nonstatutory stock options following the Effective Date.

(ii) Further, in the event that, prior to December 31, 2016, Employee’s employment with the Company terminates due to Employee’s death or Disability (as defined in the Plan), then each Equity Award will be deemed to have satisfied as of the Employee’s employment termination date, (i) the time-based vesting requirements applicable thereto that otherwise would have been satisfied had Employee continued to remain employed with the Company through December 31, 2016 and (ii) to the extent the Liquidity Condition has not yet been satisfied, the Liquidity Condition applicable to the restricted stock units that have satisfied the time-based vesting requirements but have not yet vested.

(i) Computer. Employee may keep his Company-provided computer provided that prior to or upon his Actual Termination Date, he removes any Company confidential information from the computer and makes the computer available for inspection by the Company on such date.

(j) Acknowledgements. The Parties acknowledge and agree that neither entering into this Agreement nor carrying out any actions contemplated under Section 1(a) through (g) of this Agreement will constitute “cause” (or similar provision) or give rise to a “constructive termination” (or similar provision) under the Employment Agreements or Stock Agreements, as applicable. The Parties further acknowledge and agree that changes to the vesting provisions applicable to the Employee’s restricted stock units as described in Sections 1(g) and (h) of this Agreement specifically amend the 2015 RSU Agreement.

2. Payment of Salary and Receipt of All Benefits. Employee acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Employee.

3. Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns, including, but not limited to, the Company’s professional employer organization, if applicable (collectively, the “Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:

a. any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;

b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

c. any and all claims for wrongful discharge of employment, termination in violation of public policy, discrimination, harassment, retaliation, breach of contract (both express and implied), breach of covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional infliction of emotional distress, fraud, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, conversion, and disability benefits;

d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Equal Pay Act, the Fair Labor Standards Act (except as prohibited by law), the Fair Credit Reporting Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, the Immigration Control and Reform Act, the Affordable Care Act, the California Family Rights Act, the California Labor Code (except as prohibited by law), the California Workers’ Compensation Act (except as prohibited by law), and the California Fair Employment and Housing Act;

e. any and all claims for violation of the federal or any state constitution;

f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and

h. any and all claims for attorneys’ fees and costs.

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to (a) any obligations incurred under this Agreement, (b) claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company), (c) any claims for indemnification under any agreement with the Company, the Company’s bylaws or by law and (d) any claims for coverage under any D&O or other similar insurance policy. Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with Section 12, except as required by applicable law. Employee represents that he has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section. This release does not extend to any right Employee may have to unemployment compensation benefits.

4. Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing that: (a) Employee should consult with an attorney prior to executing this Agreement; (b) Employee has 21 days within which to consider this Agreement; (c) Employee has 7 days following his execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby acknowledges that Employee has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Employee acknowledges and understands that revocation must be accomplished by a written notification to the person executing this Agreement on the Company’s behalf that is received prior to the Effective Date. The parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period.

5. California Civil Code Section 1542. Employee acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Employee, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.

6. No Pending or Future Lawsuits. Employee represents that he has no lawsuits, claims, or actions pending in his name, or on behalf of any other person or entity, against the Company or any of the other Releasees. Employee also represents that he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against the Company or any of the other Releasees.

7. Application for Employment. Employee understands and agrees that, as a condition of this Agreement, Employee shall not be entitled to any employment with the Company, and Employee hereby waives any right, or alleged right, of employment or re-employment with the Company. Employee further agrees not to apply for employment with the Company and not otherwise pursue an independent contractor or vendor relationship with the Company.

8. Confidentiality. Except as otherwise prohibited or provided by law, Employee agrees to maintain in complete confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Separation Information”). Except as required or prohibited by law, Employee may disclose Separation Information only to his immediate family members, the court or arbitrator in any proceedings to enforce the terms of this Agreement, Employee’s attorney(s), and Employee’s accountant(s) and any professional tax advisor(s) to the extent that they need to know the Separation Information in order to provide advice on tax treatment or to prepare tax returns, and must prevent disclosure of any Separation Information to all other third parties. Except as otherwise provided for or allowed by law, Employee agrees that he will not publicize, directly or indirectly, any Separation Information.

9. Trade Secrets and Confidential Information/Company Property. Employee reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and nonsolicitation of Company employees. Employee’s signature below constitutes his certification under penalty of perjury that he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his employment with the Company, or otherwise belonging to the Company.

10. No Cooperation. Employee agrees that he will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within 3 business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more than that he cannot provide counsel or assistance.

11. Nondisparagement. Employee agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees. Employee shall direct any inquiries by potential future employers to the Company’s human resources department. For the avoidance of doubt, responses to inquiries by auditors, the Company’s Board of Directors, the audit committee, or any government agency, as long as such responses are truthful, shall not constitute disparagement.

12. ARBITRATION. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SAN FRANCISCO COUNTY, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”), PURSUANT

TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”), AND SHALL BE BROUGHT IN EMPLOYEE’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, REPRESENTATIVE OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, EMPLOYEE UNDERSTANDS THAT EMPLOYEE MAY BRING A PROCEEDING AS A PRIVATE ATTORNEY GENERAL AS PERMITTED BY LAW. THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

13. Protected Activity Not Prohibited. Employee understands that nothing in this Agreement shall in any way limit or prohibit Employee from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge or complaint, or otherwise communicating, cooperating, or participating with, any state, federal, or other governmental agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the National Labor Relations Board. Notwithstanding any restrictions set forth in this Agreement, Employee understands that he is not required to obtain authorization from the Company prior to disclosing information to, or communicating with, such agencies, nor is Employee obligated to advise the Company as to any such disclosures or communications. Notwithstanding, in making any such disclosures or communications, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information to any parties other than the relevant government agencies. Employee further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. In addition, an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret

that is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

14. Breach. In addition to the rights provided in the “Attorneys’ Fees” section below, Employee acknowledges and agrees that any material breach of this Agreement, or of any provision of the Confidentiality Agreement shall entitle the Company immediately to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages.

15. No Admission of Liability. Employee understands and acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Employee. No action taken by the Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Employee or to any third party.

16. Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement.

17. Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee or made on his behalf under the terms of this Agreement. Employee agrees and understands that he is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Releasees harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Employee’s failure to pay or delayed payment of federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys’ fees and costs.

18. Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.

19. No Representations. Employee represents that he has had an opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Employee has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.

20. Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.

21. Attorneys’ Fees. Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, in the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.

22. Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Employee’s relationship with the Company, with the exception of the Employment Agreements and Stock Agreements (in each case, except as specifically amended herein).

23. No Oral Modification. This Agreement may only be amended in a writing signed by Employee and the Company’s Chief Executive Officer.

24. Governing Law. This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions. Employee consents to personal and exclusive jurisdiction and venue in the State of California.

25. Effective Date. Employee understands that this Agreement shall be null and void if not executed by him/her within 21 days. Employee has 7 days after signing this Agreement to revoke it. This Agreement will become effective on the 8th day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked before that date (the “Effective Date”).

26. Counterparts. This Agreement may be executed in counterparts and by facsimile or email PDF, and each counterpart and facsimile or email PDF shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

27. Voluntary Execution of Agreement. Employee understands and agrees that he executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of his claims against the Company and any of the other Releasees. Employee acknowledges that:

a. he has read this Agreement;

b. he has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel;

c. he understands the terms and consequences of this Agreement and of the releases it contains; and

d. he is fully aware of the legal and binding effect of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

	JOSEPH SEXTON, an individual
Dated: July 31, 2016	/s/ Joseph Sexton
	Joseph Sexton
	APPDYNAMICS, INC.
Dated: July 31, 2016	By:	/s/ David Wadhwani
		David Wadhwani
		President and Chief Executive Officer

EXHIBIT A

Equity Awards

Award ID	Agreement		Award Date		Award Amount (1)			Common Stock Owned		Outstanding Equity Awards		Common Stock Owned and Vested Outstanding Equity Awards as of 12/31/16
IR08-265		(A)		12/7/2012		208,333			208,333		0		208,333
R08-267		(B)		12/7/2012		155,006			0		155,006		155,006
R08-266		(C)		12/7/2012		155,005			0		155,005		155,005
NR08-265		(D)		12/7/2012		1,651,733	(2)		383,500		1,191,733		1,575,233
RSU-77		(E)		12/8/2015		600,000			0		600,000		156,250	*
				Totals		2,770,077			591,833		2,101,744		2,249,827

* Represents the number of RSUs for which Mr. Sexton will have satisfied the time-based vesting requirements. The RSUs are eligible to vest in accordance with the terms of the applicable Stock Agreements.

(1) Excludes transfer of 664,309 options by Mr. Sexton to Susan Beth Wilson pursuant to a DRO, and only includes common stock owned or outstanding awards owned by Mr. Sexton that are still subject to applicable agreement.

(2) Mr. Sexton previously sold 76,500 of these shares in a tender offer.

Agreements

1. Stock Option Agreement – Early Exercise dated December 7, 2012.

2. Amended and Restated Stock Option Agreement – Early Exercise (Schedule D) dated December 7, 2012.

3. Amended and Restated Stock Option Agreement – Early Exercise (Schedule C) dated December 7, 2012.

4. Amended and Restated Stock Option Agreement – Early Exercise (Schedule B) dated December 7, 2012.

5. Restricted Stock Unit Award Agreement dated December 8, 2015.

EXHIBIT B

Outside Relationships

1. Executive in Residence with Greylock Partners

2. Executive in Residence with Lightspeed Ventures

3. Member of the board of directors of Crowdstrike

EX-10.17

Exhibit 10.17

SUMMARY OF 2016 ANNUAL INCENTIVE PLAN

The 2016 Annual Incentive Plan (the “2016 Bonus Plan”) provides for cash bonuses based on achievement against annual bookings and annual revenue targets established by the Company’s board of directors for fiscal 2016, and weighted equally. For each performance metric, the Company must achieve at least 90% of the target amount under the 2016 Bonus Plan to fund the bonus pool with respect to that performance metric. If a performance metric under the 2016 Bonus Plan achieves at greater than 90% of the target amount for fiscal 2016, the funding of the bonus pool with respect to that performance metric increases on a straight line basis up to a maximum of 115% of the target amount. Following the end of fiscal 2016, the Company’s board of directors (or its authorized committee) reviews achievements against each annual performance metric and determines the bonus pool funding based on the Company’s achievements against the performance metrics. The annual bonus payments for each of these named executive officers were calculated based on these determinations, and for any participant that was employed for part of fiscal 2016, pro-rated based on the time of employment with the Company during fiscal 2016.

EX-10.19

Exhibit 10.19

APPDYNAMICS, INC.

EXECUTIVE INCENTIVE COMPENSATION PLAN

1. Purposes of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives.

2. Definitions.

(a) “Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period, subject to the Committee’s authority under Section 3(d) to modify the award.

(b) “Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.

(c) “Board” means the Board of Directors of the Company.

(d) “Bonus Pool” means the pool of funds available for distribution to Participants. Subject to the terms of the Plan, the Committee establishes the Bonus Pool for each Performance Period.

(e) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(f) “Committee” means the committee appointed by the Board (pursuant to Section 5) to administer the Plan. Unless and until the Board otherwise determines, the Board’s Compensation Committee will administer the Plan.

(g) “Company” means AppDyanmics, Inc., a Delaware corporation, or any successor thereto.

(h) “Disability” means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards adopted by the Committee from time to time.

(i) “Employee” means any executive, officer, or other employee of the Company or of an Affiliate, whether such individual is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

(j) “Fiscal Year” means the fiscal year of the Company.

(k) “Participant” means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.

(l) “Performance Period” means the period of time for the measurement of the performance criteria that must be met to receive an Actual Award, as determined by the Committee in its sole discretion. A Performance Period may be divided into one or more shorter periods if, for example, but not by way of limitation, the Committee desires to measure some performance criteria over 12 months and other criteria over three months.

(m) “Plan” means this Executive Incentive Compensation Plan, as set forth in this instrument (including any appendix attached hereto) and as hereafter amended from time to time.

(n) “Target Award” means the target award, at 100% of target level performance achievement, payable under the Plan to a Participant for the Performance Period, as determined by the Committee in accordance with Section 3(b).

(o) “Termination of Service” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, retirement, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate.

3. Selection of Participants and Determination of Awards.

(a) Selection of Participants. The Committee, in its sole discretion, will select the Employees who will be Participants for any Performance Period. Participation in the Plan is in the sole discretion of the Committee, on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period or Performance Periods.

(b) Determination of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which may be expressed as a percentage of a Participant’s average annual base salary for the Performance Period or a fixed dollar amount or such other amount or based on such other formula as the Committee determines).

(c) Bonus Pool. Each Performance Period, the Committee, in its sole discretion, will establish a Bonus Pool, which pool may be established before, during or after the applicable Performance Period. Actual Awards will be paid from the Bonus Pool.

(d) Discretion to Modify Awards. Notwithstanding any contrary provision of the Plan, the Committee may, in its sole discretion and at any time, (i) increase, reduce or eliminate a Participant’s Actual Award, and/or (ii) increase, reduce or eliminate the amount allocated to the Bonus Pool. The Actual Award may be below, at or above the Target Award, in the Committee’s discretion. The Committee may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and will not be required to establish any allocation or weighting with respect to the factors it considers.

(e) Discretion to Determine Criteria. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, will determine the performance goals (if any)

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applicable to any Target Award (or portion thereof) which may include, without limitation, (i) attainment of research and development milestones, (ii) bookings, (iii) business divestitures and acquisitions, (iv) cash flow, (v) cash position, (vi) contract awards or backlog, (vii) customer renewals, (viii) customer retention rates from an acquired company, subsidiary, business unit or division, (vi) earnings (which may include earnings before interest and taxes, earnings before taxes, and net taxes), (vii) earnings per share, (viii) expenses, (ix) gross margin, (x) growth in stockholder value relative to the moving average of the S&P 500 Index or another index, (xi) internal rate of return, (xii) market share, (xiii) net income, (xiv) net profit, (xv) net sales, (xvi) new product development, (xvii) new product invention or innovation, (xviii) number of customers, (xix) operating cash flow, (xx) operating expenses, (xxi) operating income, (xxii) operating margin, (xxiii) overhead or other expense reduction, (xxiv) product defect measures, (xxv) product release timelines, (xxvi) productivity, (xxvii) profit, (xxviii) retained earnings, (xxxix) return on assets, (xxx) return on capital, (xxxi) return on equity, (xxxii) return on investment, (xxxiii) return on sales, (xxxiv) revenue, (xxxv) revenue growth, (xxxvi) sales results, (xxxvii) sales growth, (xxxviii) stock price, (xxxix) time to market, (xxxx) total stockholder return, (xxxxi) working capital, (xxxxii) unadjusted or adjusted actual contract value, (xxxxiii) unadjusted or adjusted total contract value, and (xxxxiv) individual objectives such as peer reviews or other subjective or objective criteria. As determined by the Committee, the performance goals may be based on generally accepted accounting principles (“GAAP”) or non-GAAP results and any actual results may be adjusted by the Committee for one-time items or unbudgeted or unexpected items and/or payments of Actual Awards under the Plan when determining whether the performance goals have been met. The goals may be on the basis of any factors the Committee determines relevant, and may be on an individual, divisional, business unit, segment or Company-wide basis. Any criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, (A) in absolute terms, (B) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), (D) on a per-share basis, (E) against the performance of the Company as a whole or a segment of the Company and/or (F) on a pre-tax or after-tax basis. The performance goals may differ from Participant to Participant and from award to award. Failure to meet the goals will result in a failure to earn the Target Award, except as provided in Section 3(d). The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee.

4. Payment of Awards.

(a) Right to Receive Payment. Each Actual Award will be paid solely from the general assets of the Company. Nothing in this Plan will be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

(b) Timing of Payment. Payment of each Actual Award shall be made as soon as practicable after the end of the Performance Period to which the Actual Award relates and after the Actual Award is approved by the Committee, but in no event later than the later of (i) the 15th day of the third month of the Fiscal Year immediately following the Fiscal Year in which the Participant’s Actual Award is first no longer subject to a substantial risk of forfeiture,

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and (ii) March 15 of the calendar year immediately following the calendar year in which the Participant’s Actual Award is first no longer subject to a substantial risk of forfeiture. Unless otherwise determined by the Committee, to earn an Actual Award a Participant must be employed by the Company or any Affiliate on the date the Actual Award is paid.

It is the intent that this Plan be exempt from or comply with the requirements of Code Section 409A so that none of the payments to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment under this Plan is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

(c) Form of Payment. Each Actual Award generally will be paid in cash (or its equivalent) in a single lump sum. The Committee reserves the right, in its sole discretion, to settle an Actual Award with a grant of an equity award under the Company’s then-current equity compensation plan.

(d) Payment in the Event of Death or Disability. If a Participant dies or is terminated due to his or her Disability prior to the payment of an Actual Award the Committee has determined will be paid for a prior Performance Period, the Actual Award will be paid to his or her estate or to the Participant, as the case may be, subject to the Committee’s discretion to reduce or eliminate any Actual Award otherwise payable.

5. Plan Administration.

(a) Committee is the Administrator. The Plan will be administered by the Committee. The Committee will consist of not less than two members of the Board. The members of the Committee will be appointed from time to time by, and serve at the pleasure of, the Board.

(b) Committee Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (i) determine which Employees will be granted awards, (ii) prescribe the terms and conditions of awards, (iii) interpret the Plan and the awards, (iv) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (v) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (vi) interpret, amend or revoke any such rules.

(c) Decisions Binding. All determinations and decisions made by the Committee, the Board, and/or any delegate of the Committee pursuant to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law.

(d) Delegation by Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company.

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(e) Indemnification. Each person who is or will have been a member of the Committee will be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

6. General Provisions.

(a) Tax Withholding. The Company (or the Affiliate employing the applicable Employee) will withhold all applicable taxes from any Actual Award, including any federal, state and local taxes (including, but not limited to, the Participant’s FICA and SDI obligations).

(b) No Effect on Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company (or the Affiliate employing the applicable Employee) to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) will not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant.

(c) Participation. No Employee will have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award.

(d) Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

(e) Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution. All rights with respect to an award granted to a Participant will be available during his or her lifetime only to the Participant.

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7. Amendment, Termination, and Duration.

(a) Amendment, Suspension, or Termination. The Board or the Committee, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant, alter or impair any rights or obligations under any Actual Award theretofore earned by such Participant. No award may be granted during any period of suspension or after termination of the Plan.

(b) Duration of Plan. The Plan will commence on the date first adopted by the Board or the Committee, and subject to Section 7(a) (regarding the Board’s and/or the Committee’s right to amend or terminate the Plan), will remain in effect thereafter until terminated.

8. Legal Construction.

(a) Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also will include the feminine; the plural will include the singular and the singular will include the plural.

(b) Severability. In the event any provision of the Plan will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.

(c) Requirements of Law. The granting of awards under the Plan will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(d) Governing Law. The Plan and all awards will be construed in accordance with and governed by the laws of the State of California, but without regard to its conflict of law provisions.

(e) Bonus Plan. The Plan is intended to be a “bonus program” as defined under U.S. Department of Labor regulation 2510.3-2(c) and will be construed and administered in accordance with such intention.

(f) Captions. Captions are provided herein for convenience only, and will not serve as a basis for interpretation or construction of the Plan.

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EX-10.20

Exhibit 10.20

APPDYNAMICS, INC.

CHANGE IN CONTROL AND SEVERANCE POLICY

(Adopted on November 10, 2016; Effective as of November 10, 2016)

This Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of AppDynamics, Inc. (“AppDynamics” or the “Company”) or any of its subsidiaries if their employment is involuntarily terminated under the circumstances described in this Policy. The Policy is designed to be an “employee welfare benefit plan” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and this document is both the formal plan document and the required summary plan description for the Policy.

1. Eligible Employee: An individual is only eligible for protection under this Policy if he or she is an Eligible Employee and complies with its terms (including any terms in such Eligible Employee’s Participation Agreement (as defined below)). An “Eligible Employee” is an employee of the Company or any subsidiary of the Company who has (a) been designated by the Compensation Committee of the Board (the “Compensation Committee”) as eligible to participate in the Policy, whether individually or by position or category of position and (b) executed a participation agreement in the form attached hereto as Exhibit A (a “Participation Agreement”).

2. Policy Benefits: An Eligible Employee will be eligible to receive the payments and benefits under this Policy and his or her Participation Agreement upon his or her Qualified Termination. The amount and terms of any Equity Vesting, Salary Severance, Bonus Severance, and COBRA Benefit that an Eligible Employee may receive upon his or her Qualified Termination will be set forth in his or her Participation Agreement. All benefits under this Policy will be subject to the Eligible Employee’s compliance with the Release Requirement and any timing modifications required to avoid adverse taxation under Section 409A.

3. Equity Vesting: On a Qualified Termination, the applicable percentage (set forth in an Eligible Employee’s Participation Agreement) of the then-unvested shares subject to each of the Eligible Employee’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the outstanding portion of an equity award may vest and become exercisable pursuant to this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the applicable percentage (set forth in the Eligible Employee’s Participation Agreement) of target levels. Any restricted stock units, performance shares, performance units, or similar full value awards that vest under this paragraph will be settled on the 61^st day following the Eligible Employee’s Qualified Termination. For the avoidance of doubt, if an Eligible Employee’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Eligible Employee’s outstanding equity awards will remain outstanding for 3 months so that any additional benefits due on a Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the terminated Eligible Employee’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months, any unvested portion of the Eligible Employee’s equity awards automatically will be forfeited permanently without having vested.

4. Salary Severance: On a Qualified Termination, an Eligible Employee will be eligible to receive salary severance payment(s) equal to the applicable percentage (set forth in his or her Participation Agreement) of his or her Base Salary. The Eligible Employee’s salary severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement.

5. Bonus Severance: On a Qualified Termination, an Eligible Employee will be eligible to receive bonus severance payment(s) with respect to the Eligible Employee’s annual bonus in the amount set forth in his or her Participation Agreement. The Eligible Employee’s bonus severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement.

6. COBRA Benefit: On a Qualified Termination, if an Eligible Employee makes a valid election under COBRA to continue his or her health coverage, the Company will pay the cost of such continuation coverage for the Eligible Employee and any eligible dependents that were covered under the Company’s health care plans immediately prior to the date of his or her eligible termination until the earliest of (a) the end of the applicable period set forth in the Eligible Employee’s Participation Agreement, (b) the date upon which the Eligible Employee and/or the Eligible Employee’s eligible dependents become covered under similar plans or (c) the date upon which the Eligible Employee ceases to be eligible for coverage under COBRA (the “COBRA Coverage”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to the Eligible Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Eligible Employee would be required to pay to continue his or her group health coverage in effect on the date of his or her Qualified Termination (which amount will be based on the premium for the first month of COBRA coverage) (each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of whether the Eligible Employee elects COBRA continuation coverage and will commence on the month following the Eligible Employee’s Qualified Termination and will end on the earlier of (x) the date upon which the Eligible Employee obtains other employment or (y) the date the Company has paid an amount totaling the number of payments equal to the applicable number of months in the COBRA Coverage period set forth in the Eligible Employee’s Participation Agreement. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Policy or the Eligible Employee’s Participation Agreement, if at any time the Company determines in its sole discretion that it cannot provide the COBRA Coverage or the COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Eligible Employee will not receive any further COBRA Coverage or COBRA Replacement Payments.

7. Death of Eligible Employee: If the Eligible Employee dies before all payments or benefits he or she is entitled to receive under this Policy have been paid, then (i) COBRA Coverage (or COBRA Replacement Payments) to the Eligible Employee will immediately cease and (ii) any such unpaid Equity Vesting, Salary Severance, or Bonus Severance will be paid to his or her designated beneficiary, if living, or otherwise to his or her personal representative in a lump-sum payment as soon as possible following his or her death.

8. Recoupment: If the Company discovers after the Eligible Employee’s receipt of payments or benefits under this Policy that grounds for the termination of the Eligible Employee’s employment for Cause existed, then the Eligible Employee will not receive any further payments or benefits under this Policy and, to the extent permitted under applicable laws, will be required to repay to the Company any payments or benefits he or she received under the Policy (or any financial gain derived from such payments or benefits).

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9. Release: The Eligible Employee’s receipt of any severance payments or benefits upon his or Qualified Termination under this Policy is subject to the Eligible Employee signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage the Company, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following the Eligible Employee’s Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Eligible Employee will forfeit any right to severance payments or benefits under this Policy. In no event will severance payments or benefits under the Policy be paid or provided until the Release actually becomes effective and irrevocable. Notwithstanding any other payment schedule set forth in this Policy or the Eligible Employee’s Participation Agreement, none of the severance payments and benefits payable upon such Eligible Employee’s Qualified Termination under this Policy will be paid or otherwise provided prior to the 60th day following the Eligible Employee’s Qualified Termination. Except as otherwise set forth in an Eligible Employee’s Participation Agreement or to the extent that payments are delayed under the paragraph below entitled “Section 409A,” on the first regular payroll pay day following the 60th day following the Eligible Employee’s Qualified Termination, the Company will pay or provide the Eligible Employee the severance payments and benefits that the Eligible Employee would otherwise have received under this Policy on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.

10. Section 409A: The Company intends that all payments and benefits provided under this Policy or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted in accordance with this intent. No payment or benefits to be paid to an Eligible Employee, if any, under this Policy or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until such Eligible Employee has a “separation from service” within the meaning of Section 409A. If, at the time of the Eligible Employee’s termination of employment, the Eligible Employee is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Eligible Employee will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following his or her termination of employment. The Company reserves the right to amend the Policy as it deems necessary or advisable, in its sole discretion and without the consent of any Eligible Employee or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Policy is a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will the Company reimburse any Eligible Employee for any taxes that may be imposed on him or her as a result of Section 409A.

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11. Parachute Payments:

a. Reduction of Severance Benefits. Notwithstanding anything set forth herein to the contrary, if any payment or benefit that an Eligible Employee would receive from the Company or any other party whether in connection with the provisions herein or otherwise (the “Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (x) the full amount of such Payment or (y) such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Eligible Employee’s receipt, on an after-tax basis, of the greater amount notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Eligible Employee’s equity awards.

b. Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the Eligible Employee prior to the date on which the event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in parachute payments to the Eligible Employee at that time. For purposes of making the calculations required under these paragraphs relating to parachute payments, the firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith determinations concerning the application of the Code. The Company and the Eligible Employee will furnish to the firm such information and documents as the firm may reasonably request in order to make a determination under these paragraphs relating to parachute payments. The Company will bear all costs the firm may reasonably incur in connection with any calculations contemplated by these paragraphs relating to parachute payments. Any such determination by the firm will be binding upon the Company and the Eligible Employee, and the Company will have no liability to the Eligible Employee for the determinations of the firm.

12. Administration: The Policy will be administered by the Compensation Committee or its delegate (in each case, an “Administrator”). The Administrator will have full discretion to administer and interpret the Policy. Any decision made or other action taken by the Administrator with respect to the Policy and any interpretation by the Administrator of any term or condition of the Policy, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. The Administrator is the “plan administrator” of the Policy for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity.

13. Attorneys Fees: The Company and each Eligible Employee will bear their own attorneys’ fees incurred in connection with any disputes between them.

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14. Exclusive Benefits: Except as may be set forth in an Eligible Employee’s Participation Agreement, this Policy is intended to be the only agreement between the Eligible Employee and the Company regarding any change in control or severance payments or benefits to be paid to the Eligible Employee on account of a termination of employment whether unrelated to, concurrent with, or following, a Change in Control. Accordingly, by executing a Participation Agreement, an Eligible Employee hereby forfeits and waives any rights to any severance or change in control benefits set forth in any employment agreement, offer letter, and/or equity award agreement, except as set forth in this Policy and in the Eligible Employee’s Participation Agreement.

15. Tax Obligations: All payments and benefits under this Policy will be paid less applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local and/or foreign taxes required to be withheld therefrom and any other required payroll deductions. The Company will not pay any Eligible Employee’s taxes arising from or relating to any payments or benefits under this Policy. The Eligible Employee will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Policy, and the Eligible Employee will not be reimbursed by the Company for any such payments.

16. Term: Subject to the terms of this paragraph, this Policy will have an initial term of 3 years commencing on the Effective Date (the “Initial Term”). On the 3-year anniversary of the Effective Date and each one year anniversary thereafter, this Policy automatically will renew for additional, one (1) year terms (each, an “Additional Term” and together with the Initial Term, the “Term”) unless the Board or the Compensation Committee, as applicable, decides to terminate this Policy in accordance with the terms of this Policy or the affected Eligible Employee consents to such termination. Any termination of this Policy by the Board or the Compensation Committee, as applicable, must be in writing and will be taken in a non-fiduciary capacity. Neither the lapse of this Policy by its terms nor the termination of this Policy by the Company will by itself constitute termination of employment or grounds for a Constructive Termination. Further, if a Change in Control occurs when there are fewer than 6 months remaining during the Term, the Term will extend automatically through the date that is 18 months following the date of the Change in Control (unless the affected Eligible Employee consents to an earlier termination). Notwithstanding the foregoing, if during the Term, an initial occurrence of an act or omission by the company constituting the grounds for “Constructive Termination” in accordance with the definition herein has occurred (the “Initial Grounds”), and the expiration date of the Cure Period (as such defined herein) with respect to such Initial Grounds could occur following the expiration of the Term, the Term will extend automatically through the date that is 30 days following the expiration of the Cure Period, but such extension of the Term will only apply with respect to the Initial Grounds.

17. Amendment: The Board or the Compensation Committee may amend the Policy at any time, without advance notice to any Eligible Employee or other individual and without regard to the effect of the amendment on any Eligible Employee or on any other individual. Notwithstanding the preceding, (a) any amendment to the Policy that causes an individual to cease to be an Eligible Employee will not be effective with respect to any Qualified Termination unless it is both approved by the Administrator and communicated to the affected Eligible Employee(s) in writing at least 6 months prior to the effective date of the amendment, and (b) no amendment of the Policy will be made within 18 months following a Change in Control if such amendment or reduction would reduce the benefits provided hereunder or impair an Eligible Employee’s eligibility under the Policy (unless the affected Eligible Employee consents to such amendment). Any action to amend the Policy will be taken in a non-fiduciary capacity.

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18. Claims Procedure: Any Eligible Employee who believes he or she is entitled to any payment under the Policy may submit a claim in writing to the Administrator. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also describe any additional information needed to support the claim and the Policy’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90-day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim.

19. Appeal Procedure: If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Administrator will provide written notice of the decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.

20. Successors: Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Policy and agree expressly to perform the obligations under the Policy in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Policy, the term “Company” will include any successor to the Company’s business and/or assets which becomes bound by the terms of the Policy by operation of law, or otherwise.

21. Applicable Law: The provisions of the Policy will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of California (but not its conflict of laws provisions).

22. Definitions: Unless otherwise defined in an Eligible Employee’s Participation Agreement, the following terms will have the following meanings for purposes of this Policy and the Eligible Employee’s Participation Agreement:

a. “Base Salary” means the Eligible Employee’s annual base salary as in effect immediately prior to his or her Qualified Termination (or if the termination is due to a

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resignation in a Constructive Termination based on a material reduction in base salary, then the Eligible Employee’s annual base salary in effect immediately prior to such reduction) or, if the Eligible Employee’s Qualified Termination occurring following the Change in Control and such amount is greater, at the level in effect immediately prior to the Change in Control.

b. “Board” means the Board of Directors of the Company.

c. “Cause” means, with respect to an Eligible Employee, the occurrence of any of the following: (a) the Eligible Employee’s engaging in illegal or unethical conduct that was or is reasonably likely to be materially injurious to the business or reputation of the Company or its subsidiaries; (b) the Eligible Employee’s violation of a federal or state law or regulation materially applicable to the Company’s business; (c) the Eligible Employee’s material breach of the terms of any confidentiality agreement or invention assignment agreement between the Eligible Employee and the Company; (d) the Eligible Employee’s being convicted of, or entering a plea of nolo contendere to, a felony (other than a traffic violation) or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its subsidiaries; or (e) the Eligible Employee’s repeated failure to substantially perform his or her duties and responsibilities to the Company (or its successor, if applicable) after written notification by the Board of such failure and an opportunity to cure such failure within 30 days.

d. “Change in Control” means the occurrence of any of the following events:

(a) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, provided, that for this subsection, the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company, such event shall not be considered a Change in Control under this clause (a). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or

(b) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any 12-month period by Board members whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For

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purposes of this clause (b), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(c) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For this definition, persons will be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding anything in this clause (c) to the contrary, the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (1) a transfer to an entity controlled by the Company’s stockholders immediately after the transfer, or (2) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in clauses (a) or (c) of this definition.

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

e. “Change in Control Period” will mean the period beginning 3 months prior to and ending 18 months following a Change in Control.

f. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

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

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h. “Constructive Termination” means the Eligible Employee’s resignation in accordance with the next sentence after the occurrence of one or more of the following events without the Eligible Employee’s express written consent: (a) a material reduction of the Eligible Employee’s duties, position or responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Executive Officer of the Company remains as such following a Change in Control but is not made the Chief Executive Officer of the acquiring corporation) will not constitute a “Constructive Termination” if the Eligible Employee’s duties, position and responsibilities within the AppDynamics business remain materially the same; (b) a material reduction of more than 10% of the Eligible Employee’s then-current Base Salary (other than as part of an across-the-board proportional salary reduction applicable to all officers of the Company and approved by the Board or the Compensation Committee); (c) a relocation of the Company’s principal corporate offices to a location greater than 35 miles from its current location; and (d) the failure of the Company to obtain the assumption of the material obligations of the Eligible Employee’s employment offer letter (or employment agreement) with the Company by any successors. In order for the Eligible Employee’s resignation to be a Constructive Termination, the Eligible Employee must not resign without first providing the Company with written notice of the acts or omissions constituting the grounds for a “Constructive Termination” within 60 days of the initial existence of the grounds for a “Constructive Termination” and a cure period of 30 days following the date of written notice (the “Cure Period”), such grounds must not have been cured during such time, and the Eligible Employee must terminate his or her employment within 30 days following the Cure Period.

i. “Disability” means the total and permanent disability as defined in Section 22(e)(3) of the Code unless the Company maintains a long-term disability plan at the time of the Eligible Employee’s termination, in which case, the determination of disability under such plan also will be considered “Disability” for purposes of this Policy.

j. “Exchange Act” means the Securities and Exchange Act of 1934, as amended.

k. “Qualified Termination” has the meaning set forth in the Eligible Employee’s Participation Agreement.

23. Additional Information:

Plan Name:	AppDynamics, Inc. Change in Control and Severance Policy
Plan Sponsor:	AppDynamics, Inc.
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
Identification Numbers:	501
Plan Year:	Company’s Fiscal Year

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Plan Administrator:	AppDynamics, Inc.
	Attention: Administrator of the AppDynamics, Inc.
	Change in Control and Severance Policy
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
Agent for Service of Legal Process:	AppDynamics, Inc.
	Attention: General Counsel
	303 Second Street
	North Tower, 8th Floor
	San Francisco, CA 94107
	Service of process may also be made upon the Plan Administrator.
Type of Plan	Severance Plan/Employee Welfare Benefit Plan
Plan Costs	The cost of the Policy is paid by the Company.

24. Statement of ERISA Rights:

Eligible Employees have certain rights and protections under ERISA:

They may examine (without charge) all Policy documents, including any amendments and copies of all documents filed with the U.S. Department of Labor, such as the Policy’s annual report (Internal Revenue Service Form 5500). These documents are available for review in the Company’s Human Resources Department.

They may obtain copies of all Policy documents and other Policy information upon written request to the Plan Administrator. A reasonable charge may be made for such copies.

In addition to creating rights for Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the Policy. The people who operate the Policy (called “fiduciaries”) have a duty to do so prudently and in the interests of Eligible Employees. No one, including the Company or any other person, may fire or otherwise discriminate against an Eligible Employee in any way to prevent them from obtaining a benefit under the Policy or exercising rights under ERISA. If an Eligible Employee’s claim for a severance benefit is denied, in whole or in part, they must receive a written explanation of the reason for the denial. An Eligible Employee has the right to have the denial of their claim reviewed. (The claim review procedure is explained above.)

Under ERISA, there are steps Eligible Employees can take to enforce the above rights. For instance, if an Eligible Employee requests materials and does not receive them within 30 days, they may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay the Eligible Employee up to $110 a day until they receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If an Eligible Employee has a claim which is denied or ignored, in whole or in

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part, he or she may file suit in a state or federal court. If it should happen that an Eligible Employee is discriminated against for asserting their rights, he or she may seek assistance from the U.S. Department of Labor, or may file suit in a federal court.

In any case, the court will decide who will pay court costs and legal fees. If the Eligible Employee is successful, the court may order the person sued to pay these costs and fees. If the Eligible Employee loses, the court may order the Eligible Employee to pay these costs and fees, for example, if it finds that the claim is frivolous.

If an Eligible Employee has any questions regarding the Policy, please contact the Plan Administrator. If an Eligible Employee has any questions about this statement or about their rights under ERISA, they may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in the telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. An Eligible Employee may also obtain certain publications about their rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

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Non-CEO Senior Executives

EXHIBIT A

Change in Control and Severance Policy

Participation Agreement

This Participation Agreement (“Agreement”) is made and entered into by and between [NAME] on the one hand, and AppDynamics, Inc. (the “Company”) on the other.

You have been designated as eligible to participate in the Policy, a copy of which is attached hereto, pursuant to which you are eligible to receive the following severance payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy.

Qualified Termination means either (i) a termination of your employment by the Company (or any of its subsidiaries) other than for Cause, death, or Disability or by you due to a Constructive Termination, in either case, during the Change in Control Period (a “CIC Qualified Termination”) or (ii) a termination of your employment by the Company (or any of its subsidiaries) other than for Cause, death, or Disability outside the Change in Control Period (a “Non-COC Qualified Termination”).

Non-CIC Qualified Termination

• Equity Vesting: None.

• Salary Severance: Your percentage of Base Salary will be 100%, payable in a lump-sum.

• Bonus Severance: None.

• COBRA Coverage: The Company will pay for your COBRA continuation coverage (or COBRA Replacement Payments, as applicable) for up to 12 months.

CIC Qualified Termination

• Equity Vesting: Your equity vesting benefit will be 100%.

• Salary Severance: Your percentage of Base Salary will be 100%, payable in a lump-sum on the 61^st day following your Qualified Termination.

• Bonus Severance: You will receive (i) a lump-sum payment equal to a pro-rata portion (based on the number of full months you have worked during applicable performance period divided by the total number of months in such performance period) of any earned annual bonus for the fiscal year in which your Qualified Termination occurs, which will be payable at the same time other similarly situated employees of the Company receive bonus payments for the fiscal year but in no event later than 15th day of the third month following the end of the Company’s fiscal year following your Qualified Termination, and (ii) a lump-sum payment equal to 100% of your target annual bonus as in effect for the fiscal year in which your Qualified Termination occur payable on the 61st day following your Qualified Termination.

• COBRA Coverage: The Company will pay for your COBRA continuation coverage (or COBRA Replacement Payments, as applicable) for up to 12 months.

Non-Duplication of Payment or Benefits

If (i) an Eligible Employee’s Qualified Termination occurs prior to a Change in Control that qualifies him or her for severance payments and benefits payable on a Non-CIC Qualified Termination under this

Policy and the Agreement and (ii) a Change in Control occurs within the 3-month period following the Eligible Employee’s Qualified Termination that qualifies him or her for the severance payments and benefits payable on a CIC Qualified Termination under this Policy, then (i) the Eligible Employee will cease receiving any further payments or benefits under this Policy in connection with his or her Non-CIC Qualified Termination and (ii) the Equity Vesting, Salary Severance and COBRA Coverage (or COBRA Replacement Payments), as applicable, otherwise payable on a CIC Qualified Termination under this Agreement each will be offset by the corresponding payments or benefits already paid under this Participation Agreement upon a Non-CIC Qualified Termination.

Other Provisions

Except as set forth in this paragraph, you agree that the Policy and the Agreement constitute the entire agreement of the parties hereto and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and will specifically supersede any severance and/or change in control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. [Notwithstanding the foregoing, any provision in your existing offer letter and/or equity award agreement with the Company that provides for vesting of your restricted stock units upon certain qualifying terminations of employment occurring prior to a “Liquidity Event” (as defined in the applicable letter or agreement) will not be superseded by the Policy or this Agreement, and will continue in full force and effect pursuant to its existing terms. For the avoidance of doubt, any vesting acceleration in your existing offer letter and/or equity award agreement with the Company occurring upon certain qualifying terminations of employment occurring in connection with or following a “change in control” (or similar term as defined in the applicable letter or agreement) will be superseded by the Policy and this Agreement.]

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer effective as of the last date set forth below.

APPDYNAMICS, INC.	ELIGIBLE EMPLOYEE
By:	Signature:
Date:	Date:

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Additional Executives

EXHIBIT A

Change in Control and Severance Policy

Participation Agreement

This Participation Agreement (“Agreement”) is made and entered into by and between [NAME] on the one hand, and AppDynamics, Inc. (the “Company”) on the other.

You have been designated as eligible to participate in the Policy, a copy of which is attached hereto, pursuant to which you are eligible to receive the following severance payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy.

Qualified Termination means a termination of your employment by the Company (or any of its subsidiaries) other than for Cause, death, or Disability or by you due to a Constructive Termination, in either case, during the Change in Control Period.

• Equity Vesting: Your equity vesting benefit will be 100%.

• Salary Severance: Your percentage of Base Salary will be 75%, payable in a lump-sum on the 61^st day following your Qualified Termination.

• Bonus Severance: You will receive (i) a lump-sum payment equal to a pro-rata portion (based on the number of full months you have worked during applicable performance period divided by the total number of months in such performance period) of any earned annual bonus for the fiscal year in which your Qualified Termination occurs, which will be payable at the same time other similarly situated employees of the Company receive bonus payments for the fiscal year but in no event later than 15^th day of the third month following the end of the Company’s fiscal year following your Qualified Termination, and (ii) a lump-sum payment equal to 75% of your target annual bonus as in effect for the fiscal year in which your Qualified Termination occur payable on the 61^st day following your Qualified Termination.

• COBRA Coverage: The Company will pay for your COBRA continuation coverage (or COBRA Replacement Payments, as applicable) for up to 9 months.

Other Provisions

Except as set forth in this paragraph, you agree that the Policy and the Agreement constitute the entire agreement of the parties hereto and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and will specifically supersede any severance and/or change in control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. [Notwithstanding the foregoing, any provision in your existing offer letter and/or equity award agreement with the Company that provides for vesting of your restricted stock units upon certain qualifying terminations of employment occurring prior to a “Liquidity Event” (as defined in the applicable letter or agreement) will not be superseded by the Policy or this Agreement, and will continue in full force and effect pursuant to its existing terms. For the avoidance of doubt, any vesting acceleration in your existing offer letter and/or equity award agreement with the Company occurring upon certain qualifying terminations of employment occurring in connection with or following a “change in control” (or similar term as defined in the applicable letter or agreement) will be superseded by the Policy and this Agreement.]

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

By its signature below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer effective as of the last date set forth below.

APPDYNAMICS, INC.	ELIGIBLE EMPLOYEE
By:	Signature:
Date:	Date:

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EX-10.21

Exhibit 10.21

APPDYNAMICS, INC.

OUTSIDE DIRECTOR COMPENSATION POLICY

AppDynamics, Inc. (the “Company”) believes that granting equity awards to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain, and reward Directors of the Company who are “independent” within the meaning of the corporate governance rules of The NASDAQ Stock Market (the “Outside Directors”). This Outside Director Compensation Policy (the “Policy”) formalizes the Company’s policy regarding grants of equity awards to its Outside Directors. Unless defined in this Policy, any capitalized term used in this Policy will have the meaning given to such term in the Company’s 2017 Equity Incentive Plan, as amended from time to time (the “2017 Plan”), or if the 2017 Plan is no longer in place, the meaning given to such term or any similar term in the equity plan then in place.

This Policy will be effective as of the effective date of the registration statement in connection with the initial public offering of the Company’s securities (the “Effective Date”) with all annual equity grants to begin following the first annual meeting of the Company’s stockholders (the “Annual Meeting”) following the Effective Date, unless otherwise determined by the Compensation Committee.

1. NO CASH COMPENSATION OR PER-MEETING ATTENDANCE FEES

There are (i) no cash compensation for service on the Board or committees of the Board and (ii) no per-meeting attendance fees for attending meetings of the Board or committees of the Board.

2. EQUITY COMPENSATION

Outside Directors may receive any Awards (except Incentive Stock Options) permitted under the Company’s equity plans, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors under this Section 1 will be automatic and nondiscretionary, except as provided in Section 5 below, and will be made in accordance with the following provisions and all other provisions of the equity plan under which it was granted (the “Plan”) that are not inconsistent with this Policy:

a. Initial Award. Each individual who first becomes an Outside Director following the Effective Date will be granted an award of restricted stock units (an “Initial Award”) covering a number of Shares having a Value (as defined below) of $400,000, rounded down to the nearest whole Share. The Initial Award will be made on the date of the first Board or Compensation Committee meeting on or after the date on which such individual first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. If an individual was a member of the Board and also an employee, becoming an Outside Director due to termination of employment will not entitle the Outside Director to an Initial Award.

Each Initial Award will vest in 12 equal installments with the first installment vesting on the first quarterly vesting date on or after the commencement of the applicable Outside Director’s service as an Outside Director and the remaining installments vesting each quarterly vesting date thereafter, in each case subject to the Outside Director continuing to be a Service Provider through the applicable vesting date. Each Initial Award will fully vest immediately prior to a Change in Control, subject to the Outside Director continuing to be a Service Provider.

b. Annual Award(s). Subject to the terms of this Section 2.b., on the date of each Annual Meeting following the Effective Date, each Outside Director will be automatically granted award(s) of restricted stock units (each, an “Annual Award”) covering a number of Shares having the applicable Value set forth below, rounded down to the nearest whole Share, for their service as an Outside Director, as the Outside Director who serves as the lead director (if any) (the “Lead Director”), and/or as chair or member of a committee of the Board, as applicable.

Board Service
Outside Director	$	230,000
Lead Director (in addition to service as an Outside Director)	$	20,000
Committee Service	Chair		Member (other than Chair)
Audit	$	20,000	$	10,000
Compensation	$	12,000	$	6,000
Nominating and Governance	$	8,000	$	4,000

Notwithstanding the foregoing, if as of the date of an Annual Meeting, an Outside Director has served as a Director for less than six months, then the Value for each Annual Award such Outside Director is otherwise eligible to receive on such Annual Meeting will be 50% of the corresponding value set forth in the table above.

Each Annual Award will vest as to one-fourth of such Annual Award on each of the first 4 quarterly vesting dates following the grant date, with the 4^th installment vesting on the date of the Annual Meeting following the grant date if prior to the 4^th quarterly vesting date, in each case, subject to the Outside Director continuing to be a Service Provider through the applicable vesting date. Each Annual Award will fully vest immediately prior to a Change in Control, subject to the Outside Director continuing to be a Service Provider.

c. Value. For this Policy, “Value” means the average of the closing sales price for a Share (or the closing bid, if no sales were reported) as quoted on the primary stock exchange or national market system in which the Common Stock is listed for the 30 trading days ending on and including the trading day prior to the grant date.

3. BUSINESS EXPENSES

Each Outside Director’s reasonable, customary, and documented expenses in connection with service on the Board or any committee of the Board will be reimbursed by the Company.

4. TAXES

All payments under this Policy are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code and accordingly no payments will be made after the later of (a) the 15^th day of the 3rd month following the end of the Company’s fiscal year in which the expenses are incurred, or (b) the 15^th day of the 3rd month following the end of the calendar year in which the expenses are incurred. The Company will not reimburse an Outside Director for any taxes imposed or other costs incurred because of the receipt of any payments under this Policy.

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5. REVISIONS

The Board or any Committee designated by the Board may amend, suspend or terminate this Policy at any time and for any reason. No amendment, suspension or termination of this Policy will materially impair the rights of an Outside Director regarding compensation already paid or awarded with the consent of the affected Outside Director. Termination of this Policy will not affect the Board’s or the Compensation Committee’s ability to exercise the powers granted to it under a Plan regarding Awards granted under such Plan under this Policy prior to such termination.

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EX-10.22

Exhibit 10.22

COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of [            ], 2017 (the “Effective Date”), by and between AppDynamics, Inc., a Delaware corporation (the “Company”), and [            ] (the “Investor”). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 1.

RECITALS

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”);

WHEREAS, the Company and the Investor entered into an allocation agreement, dated as of November 8, 2015 (the “Allocation Agreement”), whereby the Company agreed to make certain arrangements to allow the Investor to participate in a future offering of the Common Stock according to the terms and conditions of the Allocation Agreement;

WHEREAS, the Investor desires to purchase from the Company, and the Company desires to sell and issue to the Investor, such number of shares of the Company’s Common Stock as determined pursuant to Section 2.1 below concurrently with the consummation of the IPO (the “Concurrent Private Placement”) at a price per share equal to [    ], the initial public offering price of the Company’s Common Stock in the IPO (the “IPO Price”), on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D;

WHEREAS, in order to effect the IPO, the Company shall enter into an Underwriting Agreement (the “Underwriting Agreement”) with the several underwriters named therein (the “Underwriters”); and

WHEREAS, substantially concurrently with the execution of the Underwriting Agreement, the parties hereto have executed this Agreement.

AGREEMENT

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

1. Certain Defined Terms.

“Disqualification Events” means any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act.

“Investors’ Rights Agreement” means that certain Sixth Amended and Restated Investors’ Rights Agreement dated as of November 8, 2015, among the Company and the Investors listed therein, as amended or restated from time to time.

“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, or results of operations of the Company.

“Purchase Amount” means the aggregate purchase price determined by multiplying the Shares (as defined below) by the IPO Price.

“Qualified IPO” means the Company’s first firm commitment underwritten public offering of its Common Stock under the Securities Act, provided that such offering result in aggregate gross cash proceeds to the Company of not less than $100 million in the aggregate.

“Registration Statement” means the registration statement on Form S-1 originally publicly filed by the Company with the SEC on [            ], 2016 (as the same may be subsequently amended, supplemented or modified from time to time) including any prospectus filed pursuant to Rule 424 under the Securities Act, and any free writing prospectuses, relating to the IPO.

“Regulation D” means Regulation D as promulgated by the SEC under the Securities Act.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

2. Purchase and Sale of Stock.

2.1 Sale and Issuance of Stock. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company agrees to issue and sell to the Investor [the number of shares of Common Stock equal to $[        ] divided by the IPO Price and rounded down to the nearest whole share] [the number of shares of Common Stock equal to the Investor Maximum Allocated Shares (as defined in the Allocation Agreement] (the “Shares”). The Investor agrees to purchase from the Company at the Closing the Shares for an aggregate purchase price equal to the Purchase Amount.

2.2 Closing. The closing of the sale and purchase of the Shares (the “Closing”) will take place remotely via the exchange of documents and signatures after the satisfaction or waiver of each of the conditions set forth in Section 5 and Section 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) concurrently with the closing of the IPO. At the Closing, the Investor shall pay the Purchase Amount by wire transfer of immediately available funds to the account specified in writing by the Company to the Investor against delivery to the Investor of the Shares, which Shares shall be in book entry form and registered in the name of the Investor on the books of the Company by the Company’s transfer agent.

2.3 Registration Rights. The Shares purchased by the Investor hereunder shall be deemed “Registrable Securities” as such term is defined in Section 1.1 of the Investors’ Rights Agreement.

3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that the following representations are true and correct as of the date hereof.

3.1 Organization, Valid Existence and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted, to execute and deliver this Agreement, to issue and sell the Shares and to perform its obligations pursuant to this Agreement. The Company is presently qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

3.2 Registration Statement. The Registration Statement, as of its effective date, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and any prospectus used to confirm sales to investors will not, as of its date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Investor expressly for use in the Registration Statement.

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3.3 Authorization. All corporate action on the part of the Company and its directors, officers and stockholders necessary for the authorization, execution and delivery this Agreement by the Company, the authorization, sale, issuance and delivery of the Shares, and the performance of all of the Company’s obligations under this Agreement has been taken or will be taken prior to the Closing. This Agreement, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except (a) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.

3.4 Valid Issuance of Shares. The Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Shares will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Investor; provided, however, that the Shares are subject to restrictions on transfer under U.S. state and/or federal securities laws and as set forth in Section 6.5.

3.5 Compliance with Other Instruments. The Company is not in violation of any term of its Certificate of Incorporation or Bylaws, each as amended to date, or to the Company’s knowledge, in any material respect of any term or provision of any mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order or decree to which it is party or by which it is bound. To the Company’s knowledge, the Company is not in violation of any federal or state statute, rule or regulation applicable to the Company the violation of which would have a Material Adverse Effect. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations pursuant to this Agreement and the issuance of the Shares, will not result in any violation of, or conflict with, or constitute a default under, the Company’s Certificate of Incorporation or Bylaws, each as amended to date, nor the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or the Shares.

3.6 Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated by this Agreement (provided, however, that for the avoidance of doubt this Section 3.6 shall not be deemed to apply to the IPO), except (i) the filing of the Company’s post-IPO Amended and Restated Certificate of Incorporation with the office of the Secretary of State of the State of Delaware which is expected to occur immediately prior to the Closing, (ii) the filing of such notices as may be required under the Securities Act, (iii) such filings as may be required under applicable state securities law, or (iv) where failure to obtain such consent, approval, order or authorization, or registration, qualification, designation or filing would not reasonably be expected to (A) result, either individually or in the aggregate, in a Material Adverse Effect or (B) impair the ability of the Company to consummate the transactions contemplated by this Agreement and to timely perform its obligations under the Agreement.

3.7 No Brokers. The Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement, provided, however, that for the avoidance of doubt this Section 3.7 shall not be deemed to apply to the IPO.

4. Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company that the following representations are true and correct as of the date hereof and as of the Closing (except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct as of such earlier date):

4.1 Authorization.

(a) The Investor has all requisite power and authority to execute and deliver this Agreement, to purchase the Shares hereunder and to carry out and perform its obligations under the terms of this Agreement. All action on the part of the Investor necessary for the authorization, execution, delivery and performance of this Agreement, and the performance of all of the Investor’s obligations under this Agreement, has been taken or will be taken prior to the Closing.

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(b) This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, enforceable in accordance with their terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

(c) No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Investor in connection with the execution and delivery of this Agreement by the Investor or the performance of the Investor’s obligations hereunder.

4.2 Investment Intent. The Investor is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof in violation of securities laws, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to any of the Shares in violation of securities laws.

4.3 Purchase Entirely for Own Account. This Agreement is made with the Investor in reliance upon the Investor’s representations to the Company, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the Investor is purchasing the Shares for the Investor’s own benefit and account for investment only and not with a view to, or for resale in connection with, a public offering or distribution thereof in violation of securities laws.

4.4 Investment Experience. The Investor has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and acknowledges that the Investor can protect its own interests. The Investor has such knowledge and experience in financial and business matters so that the Investor is capable of evaluating the merits and risks of its investment in the Company.

4.5 Speculative Nature of Investment. The Investor understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic risk of the Investor’s investment and is able, without impairing the Investor’s financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss of the Investor’s investment.

4.6 Access to Data. The Investor has had an opportunity to ask questions of, and receive answers from, the officers of the Company concerning this Agreement, as well as the Company’s business, management and financial affairs, which questions were answered to its satisfaction. The Investor believes that it has received all the information the Investor considers necessary or appropriate for deciding whether to purchase the Shares. The Investor understands that such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The Investor acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. The Investor

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acknowledges that it is relying solely on its own counsel and not on the Company or its agents for legal advice with respect to this investment or the transactions contemplated by this Agreement. Nothing in this Section 4, including the foregoing sentences in this Section 4.6, limits or modifies the representations and warranties of the Company in Section 3 of this Agreement or the right of the Purchasers to rely thereon.

4.7 Accredited Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the SEC under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

4.8 Residency. The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on Section 7.9 hereto.

4.9 Rule 144. The Investor acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction”, a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Investor acknowledges and understands that notwithstanding any obligation under the Investors’ Rights Agreement, the Company may not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell the Shares, and that, in such event, the Investor may be precluded from selling such securities under Rule 144, even if the other applicable requirements of Rule 144 have been satisfied. The Investor acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Shares. The Investor understands that, although Rule 144 is not exclusive, the SEC has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 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 the brokers who participate in the transactions do so at their own risk.

4.10 No Solicitation. At no time was the Investor presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Shares.

4.11 “Bad Actor” Status. Neither the Investor nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) under the Securities Act and disclosed reasonably in advance of the Closing in writing in reasonable detail to the Company.

4.12 No Brokers. The Investor has not engaged any brokers, finders or agents, and neither the Company nor any other Investor has, nor will, incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement.

4.13 Tax Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

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5. Conditions to the Investor’s Obligations at Closing. The obligations of the Investor at Closing are subject to the fulfillment or waiver, on or by Closing, of each of the following conditions, which waiver shall be given by written notice to the Company.

5.1 Representations and Warranties. Each of the representations and warranties of the Company contained in Section 3 that is not qualified as to materiality or Material Adverse Effect shall be true and accurate in all material respects on and as of the Closing with the same force and effect as if they had been made at the Closing (except for any representation and warranty that addresses matters only as of a particular earlier date, which shall be true and accurate in all material respects on and as of such earlier date) and (b) that is qualified as to materiality or Material Adverse Effect shall be true and accurate in all respects on and as of the Closing with the same force and effect as if they had been made at the Closing (except for any representation and warranty that addresses matters only as of a particular earlier date, which shall be true and accurate in all respects on and as of such earlier date).

5.2 Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein.

5.3 Qualified IPO. The Registration Statement shall have been declared effective by the SEC, the Underwriters shall have purchased, concurrent with the purchase of the Shares by the Investors hereunder, the firm shares they are committed to purchase pursuant to the Underwriting Agreement at the IPO Price (less any underwriting discounts or commissions and structuring fees). The IPO shall have satisfied the requirements of a “Qualified IPO” as defined herein.

5.4 Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be duly obtained and effective as of the Closing, other than (a) the filing pursuant to Regulation D and (b) the filings required by applicable state “blue sky” securities laws, rules and regulations.

6. Conditions to the Company’s Obligations at Closing. Without limiting the Company’s obligations under Section 7.16, the obligations of the Company to the Investor at the Closing are subject to the fulfillment, on or by the Closing, of each of the following conditions, which waiver shall be given by written notice to the Investor:

6.1 Representations and Warranties. The representations and warranties of the Investor contained in Section 4 shall be true and accurate in all material respects on and as of the Closing with the same force and effect as if they had been made at the Closing.

6.2 Performance. The Investor shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein.

6.3 Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be duly obtained and effective as of the Closing, other than (a) the filing pursuant to Regulation D and (b) the filings required by applicable state “blue sky” securities laws, rules and regulations.

6.4 Qualified IPO. The Registration Statement shall have been declared effective by the SEC, the Underwriters shall have purchased, concurrent with the purchase of the Shares by the Investors

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hereunder, the firm shares they are committed to purchase pursuant to the Underwriting Agreement at the IPO Price (less any underwriting discounts or commissions and structuring fees). The IPO shall have satisfied the requirements of a “Qualified IPO” as defined herein.

6.5 Lock-Up Agreement. The Investor shall have executed and delivered to the Underwriters a lock-up agreement in a form acceptable to the Underwriters (which form has been previously agreed) (the “Lock-Up Agreement”). Such Lock-Up Agreement shall be in full force and effect, and following the consummation of the transactions contemplated by this Agreement will remain in full force and effect, including with respect to the Shares in accordance with its terms.

7. Miscellaneous.

7.1 Legends.

(a) It is understood that the book-entry credits evidencing the shares of Common Stock issued hereunder may bear one or all of the following legends (or substantially similar legends):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE COMPANY’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE COMPANY’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

(b) If any shares of Common Stock issued hereunder are registered for sale under the Securities Act or cease to be subject to restrictions on transfer under applicable state and federal securities laws, the Company, upon the written request of an Investor, shall promptly direct the Company’s transfer agent to remove the legends set forth in Section 7.1(a) or any similar legends with respect to the Shares owned by such Investor.

7.2 Integration. The Company shall not sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the shares of Common Stock to the Investor in a manner that would require the registration under the Securities Act of the sale of such shares of Common Stock to the Investor or result in any violation of the Securities Act.

7.3 Publicity. Except to the extent publicly filed in the Company’s Registration Statement, neither party nor any of its respective representatives shall disclose any confidential information provided to or learned by it in connection with its rights under this Agreement, including the existence of this Agreement, to any third party (other than to an affiliate or an officer, director, employee, general or limited partner, attorney, advisor, accountant, agent, investor, or representative of the Company or the Investor who has a reason to know such information and who has an obligation of confidentiality with respect to such information) unless otherwise required by law (including, without limitation, any rule or regulation promulgated by the SEC, pursuant to any

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written or oral request of the SEC or any other competent regulatory authority, or as may be deemed necessary or appropriate by counsel to the Company in connection with the Registration Statement and after consultation with the Investor) or with the prior written consent of the other party.

7.4 Description of the Investor. Unless otherwise required by law (including, without limitation, any rule or regulation promulgated by the SEC, pursuant to any written or oral request of the SEC or any other competent regulatory authority, or as may be deemed necessary or appropriate by counsel to the Company in connection with the Registration Statement and after consultation with the Investor), the Company shall not include in the Registration Statement any information regarding the Investor without the Investor’s consent. The Company shall not, and shall cause its representatives (including the underwriters) not to, disclose to investors in the IPO any information regarding the Investor and/or the transactions contemplated by this Agreement which is inconsistent with the Registration Statement without the Investor’s consent.

7.5 Survival of Representations and Warranties. The representations and warranties of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement until 18 months following the effective date of the Underwriting Agreement, and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor or the Company.

7.6 Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of California as applied to agreements entered into among California residents to be performed entirely within California, without regard to principles of conflicts of law.

7.7 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

7.8 Interpretation. In this Agreement, (a) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined and (b) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation.” All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference.

7.9 Notices. Unless otherwise provided herein, all notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given upon the earlier to occur of actual receipt or: (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail if also confirmed by facsimile sent during normal business hours of the recipient, effective as of the delivery of the facsimile; if not sent via facsimile during normal business hours, 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) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. Notices by facsimile shall be machine verified as received. All notices not delivered personally or by facsimile will be sent with delivery charges prepaid and properly addressed to the party to be notified at the address or facsimile number as follows, or at such other address or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto as follows:

(a) if to an Investor:

[                    ]

[                    ]

[                    ]

[                    ]

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With a copy to (which shall not constitute notice):

[                    ]

[                    ]

[                    ]

[                    ]

and

(b) if to the Company:

AppDynamics, Inc.

303 Second Street

North Tower, 8^th Floor

San Francisco, California 94107

Attention: General Counsel

With a copy to (which shall not constitute notice):

Wilson Sonsini Goodrich & Rosati, Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

Attention: Jeff Saper

Facsimile: (650) 493-6811

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

7.11 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 Investor. Any amendment or waiver effected in accordance with this Section 7.11 shall be binding upon each holder of any Shares at the time outstanding, each future holder of such securities, and the Company. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

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

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7.13 Entire Agreement. This Agreement, together with all exhibits and schedules hereto, constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior negotiations, correspondence, agreements, understandings duties, or obligations, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

7.14 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

7.15 Costs, Expenses. Except as otherwise expressly provided herein, the Company and the Investor will each bear their own expenses in connection with the preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

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

7.17 Termination. This Agreement shall automatically terminate upon the earliest to occur, if any, of: (a) termination of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to the sale of any of the Common Stock to the Underwriters, (b) the Registration Statement is withdrawn, (d) the IPO has not been consummated by February 15, 2017 or (c) the written consent of each of the Company and the Investor. Any termination pursuant to this Section 7.17 shall be without prejudice to the Investor’s rights under the Allocation Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

COMPANY:
APPDYNAMICS, INC.
By:
Name:	Daniel Wright
Title:	General Counsel
INVESTOR:
[NAME]
By:
Name:
Title:

[Signature Page - Common Stock Purchase Agreement]

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF APPDYNAMICS, INC.

Name	Jurisdiction
AppDynamics International Holdings Ltd.	Bermuda
AppDynamics International Ltd.	United Kingdom
AppDynamics UK Ltd.	United Kingdom

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated August 24, 2016, in the Registration Statement (Form S-1) and related Prospectus of AppDynamics, Inc. for the registration of shares of its common stock.

/s/ ERNST & YOUNG LLP

San Francisco, California

December 28, 2016